                                        "HELLBOY"

                                            by

                                    Guillermo del Toro

                                     PRODUCTION DRAFT

                                         6/14/03

                

               OMIT

               INT. DARKROOM - INTERVIEW 1

               In a photographic DARKROOM: old optical enlargers, porcelain 
               trays, timers, and stills hanging out to dry.

               GEORGE MATLIN, a slightly obese, nearsighted man in his 
               seventies.

                                     OLD MATLIN
                         Is he real? Oh yeah -- Absolutely.

               Super: CPL. GEORGE MATLIN, combat photographer.

                                     OLD MATLIN
                         I haven't talked about it for years, 
                         you know?
                              (looks at the camera)
                         Everyone called me crazy...

               Matlin smiles as he paws through a box of old negatives.

                                     OLD MATLIN
                         But I have the negative.

               Someone turns on the darkroom's red safety light for an eerie, 
               dramatic effect.

                                     TECHNICIAN'S VOICE
                         Get ready, 3-2-1... Roll tape.

                                     OLD MATLIN
                         It all started back in ´44. I was a 
                         Corps photographer aboard an allied 
                         submarine...

                                                                    CUT TO:

               INT. SUBMARINE HALLWAY - NIGHT

               YOUNG MATLIN's hands again paw through a bunch of negatives, 
               again under a red light. Now, at 21, he's wedged in a 
               submarine corridor, a crowded maze of pipes and gauges.

               35mm still cameras dangle from his neck. He shrinks back as 
               a squad of MARINES hustles past him, loading weapons.

                                     OLD MATLIN'S VOICE
                         ...off the coast of Scotland. 
                         Classified mission. I was 21...

               SGT. WHITMAN, 44, tough as nails, pushes through, his uniform 
               soaked in sweat.

                                     OLD MATLIN'S VOICE
                         We had an English civilian on board. 
                         Not much older than me but already 
                         an advisor to President Roosevelt. 
                         "Paranormal" advisor, I kid you not --

               Whitman continues down the passageway until he reaches a 
               small...

               INT. SUBMARINE STATEROOM - NIGHT

               Within, an incongruously proper young Englishman "reading" 
               an ancient set of Tarot cards.

                                     OLD MATLIN'S VOICE
                         His name was Trevor. Profesor Trevor --

                                     WHITMAN
                         -- Broom! Topside, now.

               TREVOR "BROOM" BRUTTENHOLM is a gaunt, olive-skinned man in 
               his late twenties. In his hands, a tarot deck. He turns the 
               cards face up: THE FOOL, THE MOON...

                                     WHITMAN
                         The sooner we're done, the better.

               Broom grabs a worn-down wooden box full of books and amulets. 
               It has a leather strap that allows him to carry it, much 
               like a carpenter's tool box.

                                     BROOM
                         This is an important mission, Sgt. 
                         Whitman. I hope you realize that.

                                     WHITMAN
                         Oh -- you don't wanna know what I 
                         think. Topside, now.

               He moves away. Broom takes a small box and a few amulets.

               Before exiting, he pauses and tensely turns the last TAROT 
               CARD: THE DEVIL.

                                                                    CUT TO:

               OMIT

               INT/EXT. SCOTLAND - TUNNEL - NIGHT

               Super: OCTOBER 9, 1944, SCOTLAND.

               It's raining like hell now. Soldiers move through a short 
               tunnel carved into the mountain.

               Whitman signals his men to spread out, then comes alongside 
               Broom.

                                     BROOM
                         Sgt. Whitman!! Sgt. Whitman!! May I 
                         have a word??

                                     WHITMAN
                              (impatient)
                         What is it?

                                     BROOM
                         In private, if you don't mind...

               EXT. SCOTLAND CHAPEL REMAINS

               They enter the remains of a small chapel. Broom produces the 
               small box. It's full of rosaries.

                                     BROOM
                         Your men -- They'll need these --

               Whitman scowls and huffs. A life-sized wooden Christ 
               contemplates the scene from above.

                                     WHITMAN
                         You are a Catholic??

                                     BROOM
                         Amongst other things, yes -- but 
                         that's hardly the point.

               Whitman locks and loads an automatic.

                                     WHITMAN
                         Here. You'll need one of these.

                                     BROOM
                         I abhor violence.
                              (Whitman moves away)
                         Sergeant Whitman, I hope you don't 
                         think me mad --

                                     WHITMAN
                         Three days too late for that one, 
                         "professor."

               He moves away. Broom looks up to the wooden Christ: It has 
               no eyes.

               EXT. DITCH

               MATLIN hauls his tripod and gear and joins the troops on the 
               move. Broom catches up with Whitman.

                                     WHITMAN
                         You're wasting our time: There's 
                         nothing on this island but sheep and 
                         rocks.

                                     BROOM
                         Ruins. Not rocks. The remains of 
                         Trondham Abbey. Built on an 
                         intersection of Ley Lines, the 
                         boundaries between our world and the 
                         other --

                                     WHITMAN
                              (interrupts him)
                         What a load of crap. Hell, a week 
                         ago I hadn't even heard the word 
                         parabnormal --

                                     BROOM
                         "Paranormal"
                              (Whitman moves on)
                         But -- you read the transmission.

                                     WHITMAN
                         Half transmission. Nonsense -- German 
                         ghost stories!

                                     BROOM
                         I have seen ghosts, Whitman.

                                     WHITMAN
                         Oh, I'll bet you have.

               Reaching a slope, Matlin sets down his camera. Turning, he 
               sees lights.

                                     MATLIN
                         Sweet Jesus.

               Drenched, Broom and Whitman look down upon an impressive 
               ROMANESQUE RUIN. Under worklights, dozens of NAZI SOLDIERS 
               swarm among thick stone walls and archways.

                                     BROOM
                         They must be here for the sheep.

               OMIT

               EXT. AMONG THE RUINS - NIGHT

               A dozen German soldiers swiftly assemble a large steel 
               MACHINE. The work is monitored by a spindly Nazi in BLACK 
               LEATHER, his face covered by an odd gas mask: KROENEN.

                                     WHITMAN
                         The freak in the gas mask --

                                     BROOM
                         Karl Ruprecht Kroenen, one of the 
                         Reich's top Scientists. Head of the 
                         Thule Occult Society.

               EXT. NEARBY - BROOM - NIGHT

               He lowers a pair of binoculars and passes them to Whitman.

                                     BROOM
                         If he's here, this is worse than I 
                         thought.

                                     WHITMAN
                              (to the radio man)
                         Air and sea backup. What's closest?

               The RADIOMAN cranks a transmitter to life.

                                     RADIO MAN
                         Londonderry, sir. Forty minutes away.

                                     BROOM
                         We don't have forty minutes.

               EXT. ABBEY RUINS - ALTAR AREA - NIGHT

               Kroenen throws a switch: On the machine, dozens of gears 
               respond!

               Steam pistons thrust copper rails upright, lifting two mighty 
               metal rings, not unlike a gyroscope. Kroenen grunts and 
               signals for more floodlights to be turned on.

               EXT. BEHIND THE ALTAR - NIGHT

               The lights flood an ancient sacristy lined with eroded stone 
               saints. GRIGORY, tall and gaunt, stands naked, arms fully 
               extended.

                                     GRIGORY
                         No matter what happens to me, you 
                         must carry on with the work.

               ILSA, a severe, ageless Aryan beauty, reverentially drapes 
               an embroidered robe over his bony shoulders.

                                     ILSA
                         I will not leave you.

                                     GRIGORY
                         Yes, you will... Leave me. Deny me.

                                     ILSA
                         Never --

               He hands her a small LEATHER-BOUND BOOK. It contains hand-
               drawn notes and illustrations.

                                     GRIGORY
                         This will guide you back to me.

               He pulls her close, the clouds of their breath mingling.

                                     GRIGORY
                         I grant you everlasting life, youth 
                         and the power to serve me.

               He dips his fingers in a wooden bowl full of blood, then 
               wipes her tears away with a crimson thumb, both a consolation 
               and a ritual.

               VON KRUPT, an acrid German General, wearing dark SCARLET 
               glasses and LEATHER GLOVES, appears. Looks at his pocket 
               watch. On the gold lid: a SWASTIKA.

                                     VON KRUPT
                         It's time.

               OMIT

               EXT. ABBEY RUINS - ALTAR AREA - CEREMONY - NIGHT

               Grigory walks towards the machine, its colossal steel and 
               copper clockworks gleaming in the floodlights.

                                     VON KRUPT
                         Five years of research and 
                         construction, Grigory. Five years!!

               He strides alongside Grigory and Ilsa, who holds an umbrella 
               to shield her master from the pouring rain.

                                     VON KRUPT
                         The furhrer doesn't look kindly on 
                         failure.

                                     GRIGORY
                         There will be no failure, General. I 
                         promised Herr Hitler a miracle. I'll 
                         deliver one.

               Kroenen mutters excitedly as he opens a polished oak box 
               containing a massive gold and copper MECHA-GLOVE.

               Grigory extends his hand so that KROENEN may fit him with 
               the contraption, which is attached to cables and hoses.

               EXT. THE HILLTOP - ALLIED SOLDIERS - NIGHT

               The Americans fan out, unseen.

               Broom and Whitman dive into a ditch barely in time to avoid 
               a German foot patrol.

               Other GI's take up positions below a machine gun nest.

               EXT. ABBEY RUINS - ALTAR AREA - NIGHT 

               Grigory walks to the top of the altar, cables trailing behind 
               him.

                                     GRIGORI
                         Tonight, We will open a portal and 
                         awaken the OGDRU JAHAD: The seven 
                         Gods of chaos.
                              (beat)
                         Our enemies will be destroyed. In an 
                         instant, all impurity in this world 
                         will be razed and from the ashes a 
                         new eden will arise.

               He looks down at the machine and whispers --

                                     GRIGORY
                         Ragnarok, Anung Ia Anung.

               He flexes his fingers and in response --

               -- the two metal rings swing around the machine's central 
               axis. TCHINK!!! WHIRRR!!! STEAM escapes from the ducts and 
               pipes. An invisible blast of energy forces the falling rain 
               to swerve momentarily away from Grigory's body.

               Ilsa signals TWO NAZI SCIENTISTS standing at a control panel.

                                     ILSA
                         More Power!! Don't let the level 
                         drop!!

               One of them inserts a 20 inch SOLID GOLD CYLINDER into the 
               machine. Two openings remain vacant next to it.

               A blade of light opens in the air!

               Burning symbols slash the air, like living serpents of fire.

               EXT. COSMIC SLIT - NIGHT

               The edges of the cosmic slit sizzle with color; an ALIEN 
               GALAXY sparkles on the other side. Suddenly, a work light 
               tears loose and flies in.

               EXT. COSMIC SLIT - FROM THE OTHER SIDE - NIGHT

               The six-foot work light tumbles by the massive OGDRU JAHAD: 
               seven egg-like monoliths of unholy origin.

               Within their translucent walls, horrible creatures lie 
               slumbering. As the light sweeps by, one of the giants opens 
               a filmy eye, and then another, and another, and another...

               Fleshy tentacles move lazily within their crystalline prison.

               EXT. ABBEY RUINS - ALTAR AREA - NIGHT  

               Grigory screams as his body rises. Veins swell in his neck, 
               his face distorted by ecstasy and pain.

               CLICK. Someone shoots a photograph.

               EXT. RUINS - IN THE UNDERBRUSH - NIGHT

               It's Matlin, snapping for all he's worth. Whitman pulls him 
               down and pulls out a large bayonet blade.

                                     WHITMAN
                         Listen to me, you moron: you do that 
                         again, I'll carve you a new --

               Too late. One of the NAZI SCIENTIST has heard them.

               EXT. RUINS, IN THE UNDERBRUSH - NIGHT

               The Nazi SCIENTIST approaches. Pauses next to the box with 
               the GOLD CYLINDERS.

                                     BROOM
                              (fierce whisper, to 
                              WHITMAN)
                         Listen to me!!! The portal is open!!! 
                         We have to stop them!!!

               EXT. ABBEY RUINS - ALTAR AREA - NIGHT

               Grigory dangles like a marionette in a new surge of energy.  
               Even the skeptical Von Krupt is in thrall.

               The NAZI SCIENTIST reaches for a second GOLD CYLINDER. But 
               something else lands next to him: A GRENADE!!!

               The explosion blows him to pieces. In a few seconds, the 
               squad of Allies storms the area.

               A hail of bullets cuts down a dozen Nazis. The Allies overrun 
               the machine gun nest as grenades explode everywhere.

               VON KRUPT shoots wildly, hitting Broom in the leg. But 
               Whitman's bullets rip into the old Nazi's chest.

               Leaving a trail of blood, Broom crawls to a dead G.I. and 
               grabs a grenade from his belt.

               TCHKKK!!! Kroenen extends two gleaming blades from twin steel 
               bands on his wrists and takes on an entire group of soldiers, 
               mowing through them with swords spinning like deadly rotors. 
               The steel chops clean through their weapons.

               Broom pulls the pin and throws the grenade at the generator.

               CLICK-CLACK!! It wedges itself between two moving tie rods.

               Kroenen squeals and -- retracting his blades -- lunges after 
               it. The gyrating rails slice through his leather jacket. As 
               his fingers reach the grenade, it EXPLODES!!!

               Kroenen flies through the air, hitting a stone wall, where 
               two long pieces of shrapnel pin him like an insect.

               Another rail plunges -- FFFFT!!, like a javelin -- into the 
               earth right next to MATLIN.

                                     ILSA
                         Grigory!

               EXT. ABBEY RUINS - ALTAR AREA - NIGHT

               Grigory's face is distorted, pulled like ectoplasmic taffy, 
               his body contorting and breaking. The cosmic portal suddenly 
               implodes! Nothing is left but a few burnt rails and the metal 
               glove, empty and smoking.

               As the Allies approach, the fighting rages on.

               Grigory and Ilsa are gone. And for now, so is Kroenen. 
               Embedded in the wall where he was pinned, two bloody rails, 
               nothing more.

               OMIT

               EXT. INSIDE THE CHURCH - NIGHT

               Allied SOLDIERS penetrate the ruins. Matlin helps Broom up.

                                     MATLIN
                         It's almost over!!

                                     BROOM
                         No. It's not.

               He picks up a sample of white, viscous goo from the outer 
               rings of the smoking machine. Whitman approaches.

                                     BROOM
                         Cordon off the area. Something came 
                         through.

                                     WHITMAN
                         From where??!!

               Broom glances at a 13th century FRESCO depicting heaven and 
               hell.

               EXT. INSIDE CHURCH RUINS - NIGHT

               Still raining. A group of soldiers spreads out, using 
               flashlights to scour through the rubble. Every one of them 
               has a rosary hanging from the bayonet.

               OMIT

               EXT. INSIDE CHAPEL RUINS - NIGHT

               Broom hastily bandages his bleeding leg. Matlin and Whitman 
               roam over the debris. Rain POURS through the broken roof.

                                     MATLIN
                         Do you believe in hell?

                                     BROOM
                         There is a place -- a dark place 
                         where evil slumbers and awaits to 
                         return. From there it infects our 
                         dreams. Our thoughts. Grigory gave 
                         us a glance tonight --

                                     MATLIN
                         Grigory -- That's Russian, right?
                              (Broom nods)
                         Thought they were on our side...

                                     BROOM
                         Grigory Yefimovich Rasputin --

                                     MATLIN
                         C'mon -- Rasputin??

                                     BROOM
                         Spiritual advisor to the Romanovs.
                              (beat)
                         In 1916, at a dinner in his honor, 
                         he was poisoned, shot, stabbed, 
                         clubbed, drowned and castrated.

                                     MATLIN
                         That makes him more than a hundred --

               A rustling sound reaches their ears. Matlin readies a handgun 
               as Broom scans the walls with his flashlight. Something moves, 
               accompanied by a loud scrape.

               Matlin cocks his pistol and nervously approaches a crumbling 
               statue. SCREEEECH!!!! A RED THING jumps into the air!! 
               Instinctively, Matlin shoots at it.

               The RED THING leaps from arch to arch, followed by a trail 
               of bullet hits. Whitman and other soldiers join them --

                                     MATLIN
                              (to Broom)
                         What the hell was that? An ape?

                                     BROOM
                         No. It was red. Bright red.

                                     WHITMAN
                         What are you two talking about??

                                     MATLIN
                         A red ape.

                                     BROOM
                         It's-not-an-ape --

               They hear the labored breathing of a living creature.

                                     MATLIN
                         It's got a big stone -- in its hand --

                                     BROOM
                         I think that is its hand.

               Hissing, the thing cowers between a gargoyle and a stone 
               saint.

               WHITMAN points his gun at the scarlet shape above. Broom 
               stops him from firing.

                                     BROOM
                         Wait --

               In deep shadow, the RED THING observes with bright, golden 
               eyes veined with streaks of burnt sienna.

               Broom slowly fishes a BABY RUTH candy bar from his pocket. 
               Peeling back the wrapper, he slowly waves the candy. The RED 
               THING shrinks back.

               Broom bites into the candy and chews, noisily smacking his 
               lips. Offers the candy again. This time, out of the dark 
               comes a small FACE, not very different from the stone demons 
               around it.

               The creature extends its right arm: it's solid stone with 
               tiny runes engraved around the thick, cylindrical wrist. 
               Four articulated stone fingers wiggle, reaching for the 
               chocolate.

                                     YOUNG SOLDIER
                         Jesus! would'ya look at the size of 
                         that whammer!

               Whitman moves closer. On the wall behind him, a shadow shows 
               the RED THING climbing into Broom's arms.

               Broom tenderly covers it with a blanket. The stubby fingers 
               snatch the candy. Broom smiles.

                                     BROOM
                         It's a boy. Just a baby boy.

               EXT. CHAPEL RUINS - NIGHT

               The soldiers cluster around, curious to see it. Matlin 
               prepares his camera and directs them into a group shot. Broom 
               smiles like a proud new father and embraces the creature, 
               patting him gently. CLICK!!!

                                     OLD MATLIN'S VOICE
                         Best photo of my career --

                                                                    CUT TO:

               INT. DARKROOM - BACK TO INTERVIEW 1

                                     OLD MATLIN
                         and no one has ever seen it. They 
                         keep saying he's not real, but I 
                         want to set the record straight before 
                         I go.

               Matlin finally pulls an old 8x10 from a battered portfolio. 
               He smiles, full of memories.

                                     OLD MATLIN
                         Here. The real picture, not the 
                         retouched one in LIFE magazine.
                              (hands over the 
                              photograph)
                         This is him. The very same night we 
                         found him. The night Broom gave him 
                         that name.
                              (beat)
                         Can I say it on TV? He called him --

               EXT. INSIDE THE CHURCH - BACK TO '44 - NIGHT

                                     BROOM
                              (smiles at the creature)
                         HELLBOY.

               Inside the blanket, Hellboy blinks his bright golden eyes 
               and chews candy, his devilish red tail twitching happily.

                                                                    CUT TO:

               HELLBOY - MAIN TITLE

               Montage: Tabloid covers and news clippings screaming HELLBOY 
               SIGHTING IN RENO!! GOVERNMENT DENIAL!!! etc.

               TV Newscasters read lurid copy. SPRINGER excerpts (fist fight 
               included) feature the show's theme: I WAS HELLBOY'S BRIDE!!

               Some blurry, grainy footage depicts Hellboy crossing an alley. 
               Much like Bigfoot in the woods.

                                     TOM MANNING (V.O.)
                         Look at that. That's a costume. These 
                         people amaze me.

               INT. STUDIO T.V. HOST SHOW - INTERVIEW #2 - DAY

               MANNING is a balding, official-looking guy in a suit.

                                     MANNING
                         With their conveniently blurry footage 
                         of their beloved "Hellboy." And they 
                         claim that he works for the FBI-?

               SUPER ON TV:

                                   TOM MANNING, F.B.I.

                               HEAD OF SPECIAL OPERATIONS.

               Manning on a TV SHOW a la Regis Philbin.

                                     TV HOST
                         As the head of your division, you -- 
                         You have seen dozens of pictures 
                         like this!!!

                                     MANNING
                         Exactly -- so, why is it that they're 
                         all out of focus? C'mon!! God knows, 
                         people manage to get good pictures 
                         at a wedding!!

               He shows a blurry picture.

                                     MANNING
                         That's the alleged best man -- ?

               The audience applauds.

               EXT. HIGH MOUNTAINS, EASTERN EUROPE - DAY

               In the thick of a snowstorm, THREE FIGURES climb the icy 
               steps of a massive rock formation.

               Super: BIRGAU PASS, MOLDAVIA, PRESENT DAY.

               EXT. HIGH MOUNTAINS (SET), EASTERN EUROPE - DAY

               The THREE FIGURES move through a narrow passage until they 
               reach a DEAD END.

               FIGURE 1 stops at a symbol carved in the rocky ground and 
               consults Grigory's LEATHER-BOUND BOOK. The symbol matches an 
               illustration in the book.

               Before them, a thick wall of ice. Using a heavy steel hammer, 
               FIGURE 1 breaks through.

                                     PEASANT GUIDE
                         I will guide you no further.

               Figure 2 produces two small GOLD INGOTS. Hands one to the 
               guide. Keeps the other one.

               The Guide examines his pay greedily: engraved in it: a 
               SWASTIKA.

               INT. ICE CAVE - SMALL CORRIDOR - DAY

               The ice curtain collapses, revealing a rough-walled corridor. 
               FIGURE 1 spots a glowing firefly. They follow it into --

               INT. ICE CAVE - MAIN NAVE - DAY

               A cathedral-like vault that could easily hold a stadium. 
               From an opening somewhere above, eerie blue light streams 
               down on a magnificent labyrinth.

               A few more fireflies speckle the air, winking on and off.

               INT. ICE CAVE - LABYRINTH - DAY

               The THREE FIGURES move past cyclopean statues guarding the 
               inhuman architecture. The humans are dwarfed by the monumental 
               scale of the walkways and ramparts.

               INT. ICE CAVE - CENTRAL LABYRINTH AREA - DAY

               At the center of the labyrinth the stone floor is covered in 
               grooves radiating from a shallow stone basin.

               FIGURE 3 uncovers his face: he's a PEASANT GUIDE.

                                     PEASANT GUIDE
                              (in Romanian)
                         We shouldn't be here --

               FIGURE 1 exchanges a meaningful look with FIGURE 2. FIGURE 1 
               throws two solid gold pieces at the feet of the Sherpa. On 
               them, an embossed SWASTIKA. After a greedy moment of thought, 
               the Peasant kneels to pick up the gold.

               TCHKK!!! A long, shiny blade pierces the Peasant's chest 
               from behind. He blinks twice and slumps forward.

               FIGURE 2 steps out from behind him, a long, bloody blade in 
               his hand.

               The figures uncover their faces. ILSA has not aged and 
               KROENEN, still wears the same tight gas mask. He cleans his 
               blade in the snow and takes back the gold.

               Ilsa watches the Sherpa's blood as it runs in a steaming 
               rivulet, tracing a glyph in the grooves and filling the basin.

               A FIGURE RISES FROM THE BLOOD. A naked human shape, haloed 
               by fireflies.

                                     ILSA
                         Your eyes. What did they do to your 
                         eyes?

                                                                    CUT TO:

               INT. DOCTOR'S OFFICE - DAY

               Mechanized rollers transport X-Ray films over a backlit 
               screen. A group of 4 DOCTORS studies the pictures and 
               exchanges somber looks. Rain spatters the windows.

               Doctor 1 glances at the others.

                                     DOCTOR 1
                         Have you told him yet?

               Doctor 2 looks through a glass partition at an aged but 
               dignified BROOM, 72, who slowly buttons his shirt. Hanging 
               from his wrist, his rosary.

               INT. DOCTORS OFFICE - EXAMINATION ROOM - DAY

                                     DOCTOR 2
                         Malignant sarcoma. In the lungs... 
                         the spine, liver...

                                     BROOM
                         Approximately... how long??

                                     DOCTOR 2
                         Maybe -- six weeks.

               Broom impassively takes in the information.

                                     DOCTOR 2
                         I can arrange for hospitalization, 
                         pain management. Make the time more 
                         bearable --

               Broom pensively shuffles his tarot cards.

                                     BROOM
                              (shakes his head)
                         I'd rather... stay home, you know. 
                         I'll be making arrangements --
                              (beat)
                         For my son.

                                     DOCTOR 2
                         You can always get a second opinion.

               Broom looks down: first card off the deck: DEATH.

                                     BROOM
                         That won't be necessary.

               EXT. N.Y. - MANHATTAN STREET - DAY

               Leaves stir on the pavement. All the stores are decorated 
               for Halloween. Two kids dressed as SKELETONS run in front of 
               Broom, carrying a JACK-O-LANTERN.

               Leaning on a cane, Broom exits the building and walks toward 
               a waiting black Mercedes. The DRIVER (Agent Lime) opens the 
               door.

               Broom pauses to buy a dozen BABY RUTH candy bars from a street 
               vendor.

               In an ELECTRONICS STORE, a wall of TV's. The image of a RED, 
               BLURRY SHAPE (HELLBOY) fills the screens.

                                     BROOM
                              (seeing this)
                         Son...

                                     TV HOST
                         Mister Manning, what about the "Bureau 
                         for Paranormal Research and Defense?" 
                         The FBI has been known to conceal --

                                     TOM MANNING
                         That word -- conceal --

                                     TV HOST
                         from the American public --

                                     TOM MANNING
                         Phil -- Phil -- hold your little 
                         green horses. Let me tell you and 
                         the American public one thing -- 
                         this "Bureau for -- what was it?

                                     TV HOST
                         Paranormal Research and --

                                     TOM MANNING
                         -- Defense, right, well -- I'm here 
                         to clear up this once and for all.
                              (he looks at the camera)
                         There-is-no-such-thing.

               Broom smiles.

               OMIT

               EXT. B.P.R.D. BUILDING COMPLEX - DAY

               On a wooded, new jersey hill, a low-slung, high-tech complex 
               rests at the edge of a bluff, its foundation fused with the 
               rock below.

               SUPER: BUREAU FOR PARANORMAL RESEARCH AND DEFENSE, NEWARK, 
               N.J.

               EXT. B.P.R.D. COMPLEX - GATE ENTRANCE - DAY

               A dolled-up MOD-STYLE moped stops at the massive gate. 
               Strapped to the luggage rack are two cheap suitcases. The 
               driver, a very wet YOUNG MAN named MYERS, touches an old 
               fashioned buzzer under a sign reading "WASTE MANAGEMENT"

               A crackling INTERCOM VOICE answers.

                                     INTERCOM VOICE
                         Yes?

                                     MYERS
                              (shivering)
                         John Myers, F.B.I. Transfer from 
                         Quantico.

               A beat, then -- WHIRRR!!! An EYEPIECE and an LCD screen 
               scanner pop out.

                                     INTERCOM VOICE
                         Look at the birdie, son.

               Myers looks into the eyepiece. On the screen, Myers' cornea 
               is scanned. TWO VIOLET FLASHES. His ID and badge numbers 
               appear. CLACK! The gate opens.

               EXT. UPHILL ROAD - THE MOPED - DAY

               The moped putt-putts towards the building in the distance.

               INT. B.P.R.D. LOBBY - DAY

               Seated at a dramatic circular desk is a solitary guard. Myers 
               approaches.

                                     MYERS
                         Hello, I'm --

                                     LOBBY GUARD
                         -- Late. Five minutes late.

                                     MYERS
                         Yes, I --

                                     LOBBY GUARD
                         -- Section fifty-one. Step back.

                                     MYERS
                         Pardon?

                                     LOBBY GUARD
                         Two steps back, please.

               Confused, Myers picks up his suitcases and complies. He 
               realizes he's DEAD CENTER on a giant B.P.R.D. Logo: A HAND 
               HOLDING A SWORD.

                                     LOBBY GUARD
                         Watch your hands and elbows.

               Immediately, the floor under Myers' feet starts down. He's 
               on a small elevator.

               INT./EXT. OPEN ELEVATOR - ON THE WAY DOWN - DAY

               The panel overhead slides shut. A row of safety lights comes 
               on.

               INT. OPEN ELEVATOR - DAY

               He's in a vast underground area with other elevators moving 
               up and down in the distance.

               INT. B.P.R.D. - CONCRETE CHAMBER 51 - DUSK

               The elevator stops in a narrow, dark space. Neon lights 
               flicker on, illuminating a circular chamber. PAINTED on the 
               floor is a huge number: 51.

               Right in front of Myers: a magnificent oak door.

               Myers knocks on it. No answer. Myers enters.

               INT. BROOM´S OFFICE (FULL AQUARIUM)- DUSK

               Myers looks around, fascinated: books. An office made of 
               them. The soft glow of green-shaded reading lamps bathes 
               everything in an intimate, warm light.

               One entire wall is a thick pane of glass, the wall of a huge 
               tank of water. A VOICE crackles through an intercom next to 
               the tank.

                                     VOICE
                         Turn the pages, please.

               Myers jumps, then moves closer to the glass.

                                     VOICE
                         Over here... if you don't mind?

               In the tank, ABE SAPIEN, a FISH-MAN glides in and out view.

                                     MYERS
                         Jesus Christ!

               Myers looks at four BOOK STANDS facing the glass. Each 
               supports an open volume. He leans close to the glass, peering 
               intently.

               Abe reappears. He is slender, dolphin gray, with dark patterns 
               streaking his soft skin. Bright blue eyes shine with 
               intelligence. Behind a thin wound-like mouth, gills are 
               bubbling.

                                     MYERS
                              (points at the books)
                         These -- ? You're reading these -- ?

               Abe nods. Through a side door, Broom enters.

                                     BROOM
                         Four books at once. Every day -- as 
                         long as I'm here to turn the pages.
                              (smiles)
                         My name's Broom. Professor Trevor 
                         Broom.

               Myers extends his hand in greeting --

                                     MYERS
                         Sir, I'm --

               BAM! Abe presses his webbed hand against the glass, closes 
               his eyes -- all three lids.

               Abe's voice surges from the speaker.

                                     ABE
                         Agent John T. Myers, Kansas City, 
                         76. "T" stands for Thaddeus, mother's 
                         older brother. Scar on your chin 
                         happened when you were ten, you still 
                         wonder if it's ever going to fade 
                         away.

                                     MYERS
                         How did it --

                                     BROOM
                         -- He. Not "it."

                                     BROOM
                         Abraham Sapien. Discovered alive in 
                         a secret chamber at St. Trinian's 
                         Foundling Hospital, Washington.

               Points at a small piece of antique paper, framed on the wall.

                                     BROOM
                         They took his name from this little 
                         inscription that was stuck on his 
                         tank.

                                     MYERS
                              (reads)
                         Icthyo Sapiens, April 14, 1865.

                                     BROOM
                         The day Abraham Lincoln died. Hence 
                         "Abe" Sapien.

               Broom uncovers a tray by the tank: Four greenish eggs. Myers 
               gags and reels back.

                                     BROOM
                         Rotten eggs, a delicacy. Abe loves 
                         them.

               Abe smiles and takes a subaquatic bow, gracefully nabbing 
               the eggs as they float through the hatch.

                                     MYERS
                         How does he know so much about me?

                                     BROOM
                         Abe possesses a unique frontal lobe.
                              (beat)
                         "Unique." That's a word you'll hear 
                         quite a bit around here.

                                     MYERS
                         Where am I -- exactly, Sir?

                                     BROOM
                         As you entered the lobby there was 
                         an inscription --

                                     MYERS
                         On the desk, yes. In Latin.

                                     BROOM
                         Impressive. Do you remember what it 
                         said?

                                     MYERS
                              (sighs)
                         "In absentia luci, tenebrae 
                         vinciunt..." 

                                     BROOM
                         "In the absence of light, darkness 
                         prevails." For there are things that 
                         go bump in the night, Agent Myers.
                              (smiles)
                         We are the ones who bump back.

               OMIT

                                                                    CUT TO:

               INT. B.P.R.D. - FREAK CORRIDOR "A" - NIGHT

               Myers and Broom walk down a corridor. The walls are lined 
               with glass cases containing occult artifacts. Myers eyes a 
               MUMMIFIED HAND, a CLAY GOLEM, a sumptuous PAGAN ALTAR...

                                     BROOM
                         1937: Hitler joins "The Thule Society" -- 
                         a group of German aristocrats obsessed 
                         with the occult.

               He points to an ANCIENT, BROKEN LANCE.

                                     BROOM
                         1938: he acquires the Spear of 
                         Longinus, which pierced the body of 
                         Christ. He who holds it becomes 
                         invincible.

               He gestures at an ancient LANCE. Next to it: a silver and 
               gold reliquary.

                                     BROOM
                         Hitler's power increases tenfold.

               They go through a series of pneumatic doors.

                                     BROOM
                         In 1943, President Roosevelt decides 
                         to fight back. THE BUREAU FOR 
                         PARANORMAL RESEARCH AND DEFENSE is 
                         born.

               Workmen are replacing two of the doors. Big dents from an 
               oversized fist have deformed the 2-inch thick metal plates. 
               Myers stares.

                                     BROOM
                         1958, the occult war finally ends 
                         when Adolf Hitler dies.

                                     MYERS
                         1945, you mean. Hitler died in '45.

                                     BROOM
                              (enigmatic smile)
                         Did he, now?

               They reach a FINAL DOOR. Stainless steel, like a BANK VAULT. 
               Waiting there is AGENT CLAY, a burly guy in a suit, with a 
               cartful of BEEF AND MASHED POTATOES. A dinner pile at least 
               4 feet high.

                                     BROOM
                         Agent Myers, this is Agent Clay. 
                         Follow his lead.

               Broom hands Myers two BABY RUTH bars and walks away.

                                     MYERS
                         You're not coming?

               Broom signals "no."

                                     BROOM
                         I hand-picked you from a roster of 
                         over seventy academy graduates. Make 
                         me proud.

               The door closes behind him.

                                     CLAY
                         They're not speaking. Professor Broom 
                         had him grounded.

                                     MYERS
                         Grounded? Who's grounded?

                                     CLAY
                         Okay. You saw the fish man, right?

               Myers nods.

                                     CLAY
                         Well, come on in and meet the rest 
                         of the family.

               Clay uses an odd-shaped ELECTRONIC KEY to unlock the door. 
               Three solenoid locks turn. Two steel vertical PISTONS open 
               up.

               INT. HELLBOY'S DEN - NIGHT

               Clay pushes the cart into a solid concrete bunker, windowless, 
               austere except for a few SAMURAI suits of ARMOR and WEAPONS. 
               Dozens of CATS wander around; others are curled up on the 
               furniture.

               There are Zippo's everywhere, from every era.

               On a sofa (made from the bed of a pickup truck) is a heap of 
               blankets and comic books. All in all, a MEGA BACHELOR PAD.

                                     CLAY
                              (sotto voce)
                         He gets fed six times a day. He's 
                         got a thing for cats. You'll be his 
                         nanny, his keeper, his best friend. 
                         He never goes out unsupervised --

                                     MYERS
                         Who?!

               Clay points at a torn comic book: HELLBOY, THE UNCANNY. Myers 
               picks it up, looks at the cover: it shows Hellboy -- in a 
               U.S. Uniform, fighting a monstrous ape.

               Myers watches, amazed, as a bright red TAIL waves in and out 
               of a pool of light about ten feet away. One of the cats 
               playfully paws at it.

                                     MYERS
                              (sotto voce)
                         You're kidding --

                                     HELLBOY
                         Those comics -- They never got the 
                         eyes right.

               The voice is a deep baritone, chesty and powerful.

                                     MYERS
                              (to Clay, sotto voce)
                         Oh, Jesus!! Hellboy -- ?? Is real --

                                     CLAY
                              (sotto voce)
                         Yup. Sixty years old by our count.  
                         But he doesn't age like we do -- 
                         think dog years: He's barely out of 
                         his teens.

               Myers gasps, seeing a monumental figure in the shadows, 
               exercising with a 300 lb. Stainless steel DUMBBELL. Crimson 
               biceps like cooked hams. Chomping an unlit CIGAR stub.

                                     HELLBOY
                         What's with the hair, Clay?? Finally 
                         got those implants??

               Agent Clay blushes as he hides his scalp.

                                     CLAY
                         It'll fill in. Where do you want 
                         your dinner, Red? By the couch?

               On a nearby pile of junked TV sets, a loop of Fleischer 
               cartoons and home movies cycles endlessly. One subject appears 
               over and over: an ATTRACTIVE YOUNG WOMAN with a pale face 
               and raven-black hair.

                                     HELLBOY
                         Who's the squirt?

                                     CLAY
                         Agent Myers is your new liaison.

                                     HELLBOY
                         Got tired of me?

                                     CLAY
                         Nah. I'll be around, Red, just back 
                         in the field.

               BANG!!! Hellboy lets the dumbbell drop. Instinctively, Myers 
               jumps.

                                     HELLBOY
                         I don't want him.

                                     CLAY
                         Manning says I'm too soft on you --
                              (sotto voce, nudging 
                              Myers)
                         The candy. Give him the candy.

               Myers remembers he's holding the Baby Ruths.

                                     MYERS
                         Oh. Uh. Hello. I -- I have these. 
                         For you.

                                     HELLBOY
                              (realizing)
                         Father's back?
                              (Clay nods)
                         Still angry?

                                     CLAY
                         Well, you did break out --

                                     HELLBOY
                         I wanted to see her.
                              (grunts)
                         It's nobody's business.

                                     CLAY
                         It is. You got yourself on TV again.

                                     HELLBOY
                         "Myers", huh? You have a first name??

                                     CLAY
                              (sotto to Myers)
                         Try not to stare. He hates when people 
                         stare.

                                     MYERS
                         Uh-oh -- John.
                              (sotto)
                         Staring at what?

                                     CLAY
                         His horns. He files 'em. To "fit 
                         in."

                                     MYERS
                         His what??!!

               Hellboy finally enters the light. He's awe-inspiring, with 
               chiseled features, patterned red skin and deep-set golden 
               eyes. Involuntarily, Myers recoils.

               In spite of himself, Myers is staring at the horn stumps.

                                     HELLBOY
                         Whatcha looking at, John??

                                     MYERS
                         Oh-n-no -- I --

               An ALARM sounds, and a red light blinks on the wall. Myers 
               looks around, bewildered.

                                     HELLBOY
                              (to Clay)
                         Hey, hey, hey. They're playing our 
                         song.

                                     CLAY
                         We're on the move.

                                     HELLBOY
                              (to Myers)
                         C'mon, Champ! Happy Halloween!!! 
                         You're taking me for a walk!

                                                                    CUT TO:

               EXT. MACHEN LIBRARY - NIGHT

               An imposing four-story structure, all pillars and pediments. 
               A HALLOWEEN BANNER advertises: MAGICK: THE ANCIENT POWER.

               Super: THE MACHEN LIBRARY, MANHATTAN 

               Chaos near the entrance: policemen, TV reporters, MOUNTED 
               POLICE.

               Loud protests from the reporters as a line of black sedan 
               cars are waved through.

                                     BLONDE REPORTER
                         The NYPD has yet to issue a statement. 
                         We've got SWAT vans, paramedics, you 
                         name it...  and now here's -- a 
                         garbage truck --
                              (double take)
                         -- a garbage truck?

               Trailing behind the cars, a GARBAGE TRUCK. On its side a 
               mirrored sign reads: SQUEAKY CLEAN INC. Waste Management 
               Services.

               INT./EXT. GARBAGE TRUCK - LIBRARY STREET ENTRANCE - NIGHT

               AN AGENT is driving the truck, with MYERS at his side.

               EXT. MACHEN LIBRARY - STREET ENTRANCE - NIGHT

               The crowd parts like the Red Sea for the garbage truck. Dozens 
               of faces are reflected in the truck's mirrored logo. A MOUNTED 
               POLICEMAN rides past the mirrored sides of the truck.

               INT./EXT. GARBAGE TRUCK LAB - LIBRARY CROWD - NIGHT

               The MOUNTED POLICEMAN is visible as he rides by. The mirrors 
               are see-through. The back of the truck is a fully-equipped 
               crime lab, crammed with hi-tech gear and low-tech talismans.

               ABE fits a respirator over his face. It looks like a 
               mechanized Elizabethan collar. Valves bubble and hiss as he 
               inhales liquid through his mouth and out his gills. 

               Hellboy looks out onto the CROWD.

                                     HELLBOY
                         Look at them ugly suckers, Blue. One 
                         sheet of glass between them and us.

                                     ABE
                         Story of my life.

                                     HELLBOY
                         I break it, they see us, Happy 
                         Halloween. No more hiding.
                              (nostalgic)
                         Outside. I could be outside --

                                     ABE
                         You mean, outside... with her.

               Hellboy straps on a huge utility belt heavy with amulets, 
               rosaries, horseshoes. From an ashtray he grabs a handful of 
               stogie stubs. Lights one, puts the rest in a pouch.

                                     HELLBOY
                         Don't get psychic with me.

                                     ABE
                         Nothing psychic about it. You're 
                         easy.

               Hellboy unlocks a STEEL BOX (STENCILED ON ITS LID: "THE GOOD 
               SAMARITAN") and extracts the meanest-looking, custom-built, 
               double-barrel, blue-finished, handgun ever made. A veritable 
               cannon.

                                     HELLBOY
                         How am I ever gonna get a girl?? I 
                         drive around in a garbage truck

                                     ABE
                         Liz left us, Red. Take the hint.

                                     HELLBOY
                              (hefting the gun)
                         We don't take hints.

               EXT. COURTYARD / LOADING DOCK MACHEN LIBRARY - NIGHT

               The GARBAGE TRUCK pulls into an interior courtyard and stops.

               FBI/BPRD teams spread through the area, expelling uniformed 
               cops and securing the doors.

               THREE AGENTS -- QUARRY, STONE and MOSS -- close a gate, 
               sealing off the area.

                                     STONE
                         All areas secured.

               From a nearby roof, Agent Lime signals all clear.

                                     CLAY
                              (into a handheld radio)
                         Seal the doors. Red and Blue are 
                         coming in.

               The truck stops, Clay pulls a lever. Myers watches as the 
               dumpster loader hinges down like a drawbridge, revealing 
               HELLBOY and ABE.

                                     CLAY
                         Okay, boys, let's synch up our 
                         locators.

               Abe, Clay and Hellboy activate lights on their belts. They 
               BEEP and blink. Hellboy starts walking.

               OMIT

               INT. MACHEN LIBRARY, MAIN LOBBY - NIGHT

               As BPRD agents clear the area, Clay, Myers, Abe and Hellboy 
               march through the main lobby. On view, various display cases. 
               Two BANNERS flank the marble staircase.

                                     CLAY
                              (reading a report)
                         At nineteen hundred hours an alarm 
                         tripped. B&E. Robbery. Six guards 
                         dead --

                                     HELLBOY
                         Hold on -- hold on -- I thought we 
                         checked this place. Fakes, and 
                         reproductions.

                                     BROOM
                         Apparently not everything was fake.

               Broom stands at the base of the marble staircase.

                                     HELLBOY
                              (surprised to see him)
                         Father...?

               Myers observes as the red Goliath sheepishly averts his gaze 
               from that of the fragile old man.

               INT. MAIN CORRIDOR / MACHEN LIBRARY (SET) - NIGHT

               They approach an oversize set of brass doors.

               Abe removes a leather glove from his hand. FWAP!! he spreads 
               his webbed fingers on the door. He closes his three eyelids 
               and concentrates.

               Two agents arrive with a rolling munitions case. Myers 
               observes as Hellboy opens it and looks over a potpourri of 
               bullets of all colors and shapes.

                                     BROOM
                         A 16th century statue was destroyed. 
                         Saint Dionysius the Aeropagite.

                                     HELLBOY
                         Who wards off demons.

                                     BROOM
                         Smuggled into this country by an 
                         overzealous curator. The statue, 
                         however, was hollow --

                                     HELLBOY
                         Reliquary --

                                     BROOM
                         A prison. The Vatican deemed its 
                         contents dangerous enough to include 
                         it on the List of Avignon. Of which 
                         we hold a copy.

               Hellboy selects a clip full of bullets and a speed loader.

                                     HELLBOY
                         Would'ya look at this babies? Made 
                         'em myself. Holy water, silver 
                         shavings, white oak: the works.

                                     ABE
                              (pulling his hand 
                              away)
                         Behind this door. A dark entity -- 
                         Evil, ancient and hungry.

               Abe quickly starts scanning a few leather-bound volumes of 
               ancient magic.

                                     HELLBOY
                         Oh, well. Lemme go in and say "hi".

               As HELLBOY opens the big doors, a flickering amber glow 
               illuminates him. He steps inside.

               INT. "MAGIK EXHIBITION" HALL - NIGHT

               BLUE emergency lamps are on. The exhibits are destroyed; 
               piles of debris are burning. Hellboy walks past a fallen 
               display case.

               He moves around cautiously. A couple of large carvings and 
               statues startle him.

               On the floor: boots, half chewed. Bitten belts and shreds of 
               uniforms and hats.

                                     HELLBOY
                              (whispers into radio)
                         Blue: It stinks in here -- Finely 
                         aged roadkill.

               The sickening sound of snapping bones and mastication reaches 
               his ears. Hellboy reacts to a smell, raises his eyes to 
               discover --

               A huge pale CREATURE hangs from the ceiling, chewing slowly. 
               SAMMAEL: equipped with powerful arms, a head full of tentacles 
               and two well-muscled hind legs. Most of its face is hidden, 
               but the jaws are shiny with blood.

                                     HELLBOY
                         Hey. Stinky. Kitchen's closed.
                              (beat)
                         Whatcha havin'? Six library guards, 
                         raw? Plus belts and boots? Man, you're 
                         gonna need some heavy fiber to move 
                         that out --

                                     ABE
                              (in earphone)
                         Red, I found something --

               INT. MAIN CORRIDOR / MACHEN LIBRARY (SET) - NIGHT

               Abe has found a small, medieval engraving of Sammael in one 
               of the books.

                                     ABE
                         There's not much here: the entity's 
                         name is Sammael, the desolate one, 
                         son of Nergal --

               INT. "MAGIK EXHIBITION" HALL - NIGHT

               Sammael releases himself, lands on the floor. Part of the 
               neck is exposed: white, slimy skin, cracked like old marble 
               and criss- crossed with blue veins.

                                     HELLBOY
                         Hold it --
                              (beat)
                         Hey, Sammy, whaddayasay we work this 
                         out?? Peacefully. I'm not a great 
                         shot, but --
                              (raises his gun)
                         "The Samaritan" here, uses really 
                         big bullets, so whadyasay we work 
                         this out?

               Sammael stands and turns around -- CRACK-KKK!!! His waist 
               twists him 360 degrees!!

               Screeching, Sammael leaps away!!!

               Hellboy shoots. The high-caliber ammo rips a few columns 
               apart and finally catches Sammael. The bullet goes through 
               it and destroys a statue and a large window behind him. The 
               monster squeals and goes down. With a rattling cough, it 
               grows still.

               OMIT

               INT. MACHEN LIBRARY - MAGIK EXHIBIT HALL - NIGHT

                                     HELLBOY
                         That's all for you, Sammy.

                                     ABE'S VOICE
                              (in earpiece)
                         Red -- you need to hear the rest of 
                         the information --

               Hellboy turns away for a moment. Puts his gun away, like a 
               gunslinger.

                                     HELLBOY
                         Nah -- he's taken care of.

               INT. MACHEN LIBRARY - EXHIBIT CORRIDOR DOORS - NIGHT

                                     ABE
                         No, listen this: Sammael, the desolate 
                         one, lord of the shadows, son of 
                         Nergal --

               INT. MACHEN LIBRARY - MAGIK EXHIBIT HALL - NIGHT

                                     ABE'S VOICE
                         hound of resurrection --

                                     HELLBOY
                         See? I don't like that --

                                     ABE'S VOICE
                         -- Hound of resurrection?

               Hellboy looks back at the corpse: it's gone!

                                     ABE'S VOICE
                         harbinger of pestilence, seed of 
                         destruction --

                                     HELLBOY
                         Skip to the end, willya?  How do I 
                         kill it -- ?

                                     ABE'S VOICE
                         It doesn't say --

               BAMMM!! From out of nowhere, Sammael appears and swings an 
               arm!! Hellboy CRASHES into the brass doors!

               INT. MACHEN LIBRARY - EXHIBIT CORRIDORS - NIGHT

               The doors bulge and crack under Hellboy's impact.

               Abe and Broom backpedal fast. Myers pulls out his gun, and 
               starts looking for another way in. Broom observes this, 
               pleased.

               INT. MACHEN LIBRARY - MAGIK EXHIBIT HALL - NIGHT

               Sammael lashes out with a massive punch.

               HELLBOY goes K-KKRASH!!! K-KKRASH!!! through SIX glass 
               cabinets, then hits a window, falling --

               EXT. AN ALLEY - BEHIND MACHEN LIBRARY - NIGHT

               -- two stories down, landing sideways in an industrial garbage 
               bin. Hellboy fights to stay conscious. Blood drips from his 
               mouth

                                     GRIGORY'S VOICE
                         Child...

               Hellboy looks up: standing in the alley, like an apparition, 
               is Grigory, in a black suit and overcoat, his eyes shielded 
               by pitch-black sunglasses

                                     GRIGORY
                         All grown up, I see.

               Hellboy's in shock, confused.

                                     HELLBOY
                         That voice --

                                     GRIGORY
                         I sang the first lullaby you ever 
                         heard, my child. I ushered you into 
                         this world.
                              (beat)
                         I alone know your true calling, your 
                         true name.

                                     HELLBOY
                         Don't tell me, it's Zeppo.

               Hellboy catches sight of his big gun, lying on the ground. 
               He goes for it but, BAMMM!!!! SAMMAEL lands before him.

                                     GRIGORY
                         I can see that you're still young 
                         and don't know your place.
                              (turns to Sammael)
                         Teach him.

               Before Hellboy can reach the weapon --

               WSHHHP!!! A 7-foot tongue lashes out from Sammael's mouth 
               like a whip. It's arm-thick, with yellow sacs billowing from 
               its sides. It wraps around Hellboy's right arm.

               Hellboy falls to the ground, writhing, grinding his teeth. 
               The tongue squeezes and pulls. Smoke pours from Hellboy's 
               skin.

               EXT. AN ALLEY - BEHIND MACHEN LIBRARY - NIGHT

               Then -- BANG! BANG! BANG! Myers appears at the end of the 
               alley, firing round after round into Sammael's tongue. AMBER 
               BLOOD explodes in the air. The tongue recoils with an infernal 
               SQUEAL!!

               Hellboy manages to roll away.

               Myers goes for HELLBOY's gun... and grabs it! He takes cover 
               behind the trash container. HELLBOY is there.

                                     HELLBOY
                         What do you think you're doing??

               Myers proudly shows him the gun.

                                     MYERS
                         Helping you -- I just --

                                     HELLBOY
                         No one ever helps me. It's my job.

               He grabs his gun and tries to reload, but his arm hurts too 
               much.

                                     HELLBOY
                         Damn -- Okay. Here --

               He hands him the gun and a fresh clip. Reaching into his 
               belt, Hellboy extracts a vacuum-sealed packet.

                                     HELLBOY
                              (throws it at Myers)
                         -- Then load this.

               In the packet: A SINGLE BULLET.

                                     HELLBOY
                         It's a tracking bullet. Crack the 
                         pin. Load it.

               KLANG!!! The tongue punches through the steel like a ramrod. 
               Again and again... Hellboy and Myers can barely dodge it.

               Myers cracks a safety pin. The glass head on the bullet glows 
               like a chemical flare.

                                     MYERS
                         Jeez... What the hell is that?

               He's looking at Hellboy's smoking arm. Inside a bloody gash, 
               a big, black stinger is gleaming.

               Hellboy pulls it out, then steps on it. It pops like a ripe 
               grape.

                                     HELLBOY
                         Lemme go ask --

               Hellboy steps from behind the container. Sammael's tongue 
               instantly wraps around the gun's muzzle.

               BAM! BAM! Hellboy shoots repeatedly. His face lit weirdly 
               green as the tracking bullet lodges within the gun. Then -- 
               BAM!!!!

               INSIDE GUN SHOT

               The glowing bullet flies through the barrel and out towards --

               EXT. ALLEY

               -- Sammael, still in mid-air.

               It hits him square in the chest: an explosion of green goo!!

               With a shriek, the thing leaps over a wall. Hellboy scrambles 
               after it.

               EXT. LOADING ALLEY - NIGHT

               On the empty sidewalk, Hellboy sees a trail of GLOWING GOOP.

               He hits full stride, following it around a corner. Myers 
               lands a second later, cradling his arm, chasing after him.

                                     MYERS
                         Wait! No, what are you doing?

               LOADING DOCK / ALLEY

               Sammael dashes by, followed closely by Hellboy, running full 
               tilt.

               A ten-wheeler backs up, effectively blocking their way. A 
               few workers load pumpkin boxes in it.

                                     WORKER 1
                         What the hell is that??

               Without slowing down, Sammael jumps onto the trailer, denting 
               the roof then jumping off and into a CROWDED CARNIVAL area.

               A small carrousel and refreshment stand flank a pumpkin patch.

               Full of curiosity, Sammael pauses a second to inspect a Trick-
               or-treater dressed as a GOLDEN DRAGON.

               Hellboy catapults himself onto the trailer's roof.

                                     3 WORKERS
                              (chorus)
                         Whoa-whoa-whoa-

               Hellboy jumps and lands heavily on top of the driver's cab: 
               CRASH!!!

               The driver is almost crushed under the steel. He screams, 
               showered by thousands of glass shards.

               Myers is a few steps behind.

                                     MYERS
                              (into headset)
                         We'll hit the street in a minute. 
                         We're heading towards civilians...

               He squeezes between the vehicle and the alley wall. The 
               vendors are yelling at him.

                                     MYERS
                         Yeah, yeah, crazy costume, uh? Trick 
                         or treat!!

               EXT. WEST SIDE STREET - NIGHT

               Sammael runs past a group of trick-or-treaters, and jumps 
               straight into the street. Cars swerve, avoiding a collision 
               as Sammael lands on the opposite sidewalk. The TRICK OR 
               TREATERS scream.

               Hellboy appears. He too dives straight into the traffic as 
               Myers follows --

               He runs into the road... and a 4X4 speeds straight at him!

               Seeing this, Hellboy runs back, and lands next to Myers, 
               holds out his STONE HAND and stops the 4x4 dead in its tracks.

               The impact somersaults the car over them both. It lands with 
               a thud on the street, air bags exploding. Myers almost faints.

               Other cars stop, tires squealing and horns blaring. A major 
               traffic jam.

                                     HELLBOY
                         Are you okay?

               Myers opens his eyes, nods.

                                     HELLBOY
                         Good. Stay here.

               He moves after Sammael.

               OMIT

               EXT. ALLEY - NIGHT

               Hellboy follows the GLOWING GOOP into an adjacent alley. At 
               the far end he sees a metal grate has been moved. Sammael's 
               gone.

               He comes up to the opening, then jumps in.

               EXT./INT. STUNT TRACKS TUNNEL - NIGHT

               He lands on a subway track. Sammael is a few yards away. 
               Seated.

                                     HELLBOY
                         Waiting for me, Sammy?

               A train horn blares. A headlight approaches!! Hellboy smiles 
               and puts away his gun.

                                     HELLBOY
                         Uh-oh -- between a rock and a hard 
                         place --

               But Sammael sprints towards it!

                                     HELLBOY
                         Aw, crap --

               Sammael unhinges a long, scythe-like bone from his forearm, 
               then jumps at the front car --

               OMIT

               INT. STUNT TRACKS / FRONT 1/4 CAR - NIGHT

               smashing through glass and steel and raining sparks. Landing 
               inside with a ROAR!!! --

               EXT./INT. THE SUBWAY - 2 TRAIN CAR SET - NIGHT

               SAMMAEL's tongue punches through the doors as he races through 
               one -- two -- passenger cars and out the --

               STUNT TRACK REAR 1/4 CAR

               -- rear of the train, back onto the tracks.

               INT. STUNT  TRACKS - NIGHT

               Landing there safely.

               INT. THE SUBWAY TRACKS (STUNT TRACK) - NIGHT

               Now the train hurtles at Hellboy, who grimaces and does his 
               best --

               INT. STUNT TRACKS FRONT 1/4 CAR

               He leaps, but HUMPF!! He's hit! His legs rattle over the 
               tracks.

               INT. UNDERCARRIAGE - STUNT TRACKS - FRONT 1/4 CAR - NIGHT

               Inches from the wheels, he punches his stone hand through 
               the steel floor and grabs a handhold. Steam and sparks explode 
               everywhere.

               The TRAIN DRIVER grabs a fire extinguisher and starts slamming 
               it against Hellboy's head.

                                     HELLBOY
                         Hey! Hey! I'm on your side!!

               BAMMM!!! He goes under!!!

               INT. STUNT TRACKS FRONT 1/4 CAR

               The train whizzes overhead, grazing his horn stumps, making 
               sparks fly!! After the train passes, Hellboy sits up, forehead 
               smoking. Sammael is gone. A trail of GOOP is glowing. He 
               follows it, until it ends abruptly.

               He looks ahead: no trace of Sammael... Then a fat drop of 
               glowing goop hits his hand.

                                     HELLBOY
                         Aw, I forgot --

               He looks up. Sammael hangs from the ceiling, then drops. 
               Then the creature lifts Hellboy in a ferocious bear hug.

               Hellboy twists around and cracks open the jaws of the 
               creature, like King Kong and the T-Rex.

               Sammael staggers back and -- in an impossible maneuver, re-
               knits his jaws together! Then he uses his bone scythe to 
               tackle Hellboy and -- TCHAKKKK!! -- pin his shoulder down. A 
               deep wound.

               Sammael's mouth starts to open! Hellboy looks at the sparking 
               THIRD RAIL a few feet away.

               Sammael's tongue rears back, a snake ready to strike.

                                     HELLBOY
                         Screw you.

               Hellboy grabs the rail. An electrical discharge consumes 
               both creatures and burns the frame like flashpaper. Hellboy 
               lets go, his hand and body smoking. Sammael -- very crispy -- 
               is convulsing in a cloud of smoke. He grows still.

               Wreathed in smoke, Hellboy shakes off the shock and uses a 
               flame on his arm to light a cigar.

                                     HELLBOY
                         I'm fireproof.
                              (puffs smoke, kicks 
                              the body)
                         You weren't.

               OMIT

               EXT. WESTSIDE HIGHWAY - NIGHT

               A huge traffic jam clogs the highway. The totalled 4X4 is 
               being TOWED AWAY. Several TV CREWS interview witnesses.

               Myers -- his arm freshly bandaged -- signs a police form. 
               His radio beeps.

                                     HELLBOY (V.O.)
                         Myers??? How's your arm?

                                     MYERS
                         My arm is fine. Where are you??

               Myers moves away from the POLICE OFFICERS.

                                     MYERS
                              (sotto voce)
                         Where are you???

               INT. SUBWAY TRACKS (STUNT TRACK)

               Hellboy walks away from the smoking Sammael carcass.

                                     HELLBOY
                         I just fried Stinky. Tell Father 
                         I'll be home. He shouldn't wait up.

               EXT. WESTSIDE HIGHWAY - SAME

                                     MYERS
                         Wait -- Wait -- You can't go anywhere -- 
                         I gotta go with you --

               INT. SUBWAY TRACKS (STUNT TRACK)

                                     HELLBOY
                         No, no, no, it's fine: I do my job, 
                         I take a break.

                                     MYERS (V.O.)
                         No. Stop. Don't do this -- Listen to 
                         me -- Tell me where you are --

                                     HELLBOY
                         Myers?

                                     MYERS (V.O.)
                         Yes?

                                     HELLBOY
                         Goodbye.

               He turns off his belt locator and moves away into the darkness 
               of the tunnel.

               In the foreground: BLACK light escapes from Sammael's charred 
               body.

               INT. MAIN ABANDONED BATHS ALCOVE - NIGHT

               An abandoned shower room. A series of sinks and stalls, lined 
               with dirty white tile. A phonograph nearby plays Wagner. 
               Kroenen stands next to it.

               ILSA is nearby, a straight razor glinting in her hand. She 
               stands over Grigory -- his back to us -- lovingly shaving 
               her master's scalp. She grabs two GLASS EYES from a table. 
               Places them in Grigory's sockets -- his back to us -- as he 
               turns, a glass eye shifts lazily into position. He opens his 
               hand: in it the pale BLACK light that escaped from Sammael's 
               body. He cradles it like a precious stone.

                                     GRIGORY
                              (smiling)
                         Sammael has fulfilled his destiny... 
                         Die in peace and be reborn again and 
                         again...

               He closes his fist.

                                     ILSA
                         Only seven more days to the eclipse, 
                         Grishka...

               Rasputin stands, his neck and shoulders rising, engorged by 
               moving flesh beneath his human skin. Ilsa stares in 
               fascination.

                                     GRIGORY
                         The child will be there. And so will 
                         we all -- Won't we?

               Behind him, in the darkness of a tunnel: TWO SAMMAEL 
               silhouettes appear.

                                                                    CUT TO:

               OMIT

               EXT. MACHEN LIBRARY ENTRANCE - NIGHT

               A sleek black limo drives past the crowd and stops outside. 
               FBI agent TOM MANNING emerges.

               INT. "MAGIK EXHIBIT" HALL - NIGHT

               Manning and Broom walk through the mess. A crew is cleaning 
               up. The dead guards are carried out.

                                     MANNING
                         Every time the media get a look at 
                         him, they come to me. I'm running 
                         out of lies, Trevor.

                                     BROOM
                         I thought you liked being on TV.

                                     MANNING
                         I do.
                              (beat)
                         How many escapes?  This year alone: 
                         five!

                                     BROOM
                         Tom -- he's our guest, not a prisoner.

                                     MANNING
                         Your "guest" happens to be six foot 
                         five, bright red, and is government 
                         funded.

                                     BROOM
                         He's just going through a phase --

               Manning moistens and lights a fine cigar, using a kitchen 
               match.

                                     MANNING
                         A "phase"? What do you think this 
                         is, "The Brady Bunch?" These... freaks --

               ABE SAPIEN listens while pacing the exhibition hall, palm 
               open.

                                     MANNING
                              (lowers his voice, 
                              tense)
                         These freaks, Trevor, they give me 
                         the creeps. And I'm not the only 
                         one. You're up for review. You and 
                         your petting zoo.

                                     BROOM
                         I know where to find him. I'll get 
                         him back.

               Manning watches as Abe finds a sharp dagger embedded in the 
               floor.

                                     MANNING
                         Hey, fishstick -- don't touch anything --

               Abe silences him.

                                     ABE
                         I need to touch it to "see"...

                                     MANNING
                         See what??

                                     ABE
                         The past, the future, whatever this 
                         object holds.

                                     MANNING
                              (eyes Broom)
                         Is he serious??

                                     ABE
                         Don't worry about fingerprints. I 
                         never had any.

               Abe holds the dagger in his hand, turns to Broom.

                                     ABE
                         They were over here, Professor.

                                     MANNING
                         Oooh!! Who was here? Nixon? Houdini? 
                         You mind sharing your mystic insights?

               Broom examines the dagger: a RAGNAROK symbol crowns the hilt. 
               The dragon and swastika.

                                     BROOM
                         Show me, Abe... show me.

               He solemnly extends his hand. As soon as Abe takes it, the 
               room...

                                                                 MORPHS TO:

               INT. "MAGIK EXHIBIT" HALL - FLASHBACK

               Hours earlier: the place is intact. Both ABE and BROOM witness 
               spectrally as --

               A GUARD CHECKS AN ALARM MONITORING UNIT. HEARING A ticking 
               sound, he shines his light into a dark corner: no one's there. 
               But after the guard moves on, a spidery form emerges from 
               the pool of shadows on the floor.

               It's KROENEN, encased in shiny BLACK LATEX from head to toe. 
               On his chest, a close-fitting harness comprised of softly 
               ticking gears.

               He approaches a glass case which holds an ancient WOODEN 
               STATUE of an Eastern Orthodox SAINT.

               Then, on the glass, a reflection: ILSA.

                                     ILSA
                         Move.

               She uses her hammer to destroy the glass case.

               The ALARM shrieks. Warning lights come on.

               Kroenen pulls out a double-ended BLADE. It spins, like a 
               giant bone saw, slicing across the statue.

               No apparent damage until: CRACKKKKK!!! a diagonal line appears 
               and the top half falls.

               KROENEN reaches for a small crank embedded in his chest and 
               winds himself up.

               Ilsa reaches into a hollow portion in the wooden statue and 
               removes a large reliquary jar containing Golden sand.

               Six guards hurry in. They point their flashlights and guns 
               at Kroenen.

                                     GUARD 1
                         You! Don't move! Hands up!

               Kroenen starts shaking, as if in a seizure and readies two 
               TWIN BLADES.

               bullet tears into Kroenen's arm, spewing forth an explosion 
               of dust. He turns. The guards shoot again. Kroenen maneuvers 
               the steel, deflecting the bullets which --

               -- ricochet wildly -- and finally hit three of the guards. 
               They fall silently to the floor.

               Kroenen dispatches two more in a flurry of knives.

               The last guard raises his gun.

                                     GUARD 6
                         Don't --

               Something is clearly stopping him. His hand breaks, twisted 
               by an unseen force!!

               The flesh on his neck pushes upwards, held by an invisible 
               force. He starts floating in mid-air.

               The blinking lights of arriving police cars tint the windows 
               red and amber. They outline a figure formerly submerged in 
               shadows. GRIGORY. He gestures with both hands, as if holding 
               an imaginary doll.

               His arm muscles twitch under his skin, shifting, changing, 
               gaining strength.

               With a quick gesture Grigory twists the lower and upper parts 
               of the guard's body in opposite directions.

               With a wet CRUNCH, the guard's shadow on the wall goes limp. 
               Grigory looks at Ilsa.

                                     GRIGORY
                         Ready the welcome, my love --

               Ilsa opens the reliquary jar and pours a circle of sand onto 
               the floor.

                                     GRIGORY
                         Salt. Gathered from the tears of a 
                         thousand martyrs. Restraining the 
                         essence of Sammael, the hell hound, 
                         the seed of destruction.

               Grigory slices the air with his open hand, creating fleeting 
               glyphs... and a small BLACK flame dances on his open palm. 
               He deposits it in mid-air, at the center of the circle.

               Then, the sand begins to move, like liquid mercury. Lines 
               fuse into a pile. It melts and bubbles, growing and foaming. 
               Bones are formed, tendons and ligaments join together, 
               GROWING, GROWING, INTO SAMMAEL.

               It roars!!!

                                                                    CUT TO:

               OMIT

               INT. MACHEN LIBRARY - NIGHT

               Abe snaps out of it. Broom is pale. He steps away, wincing, 
               enduring a bolt of pain in his side. Abe holds him. Motions 
               for the others to stay back.

               He extends his open palm and "feels" the air near the old 
               man's back.

                                     ABE
                         Professor..? You -- are very sick --

                                     BROOM
                         I don't want Hellboy to know --

               Broom turns around, gently pushes Abe's hand away.

                                     BROOM
                         Sixty years ago Abe, they tried to 
                         destroy the world. And they are back -- 
                         in my lifetime, they are back. To 
                         finish the job.

                                                                    CUT TO:

               EXT. CENTRAL PARK - NIGHT

               A small nighttime Halloween celebration. Lanterns hanging 
               from the trees, couples drinking and listening to Pop music 
               on picnic tables.

               On a bench, A YOUNG GUY pulls out a cold SIX PACK of beer 
               and passionately kisses his GIRLFRIEND. As he shuts his eyes, 
               a bright, red tail neatly snatches the six-pack.

               Behind the bench, HELLBOY smiles.

               EXT. BELLAMIE MENTAL HOSPITAL - NIGHT

               Dry leaves fly up in a gust of wind. A small army of EMERGENCY 
               VEHICLES roars down the deserted streets, right past a...

               ...brick 1940's HOSPITAL, behind a high wall topped with 
               barbed wire. The mesh-covered windows are decorated with 
               paper skeletons and jack-o'-lanterns. A topiary garden 
               surrounds the building.

               Watching from atop the wall is HELLBOY. One sleeve of his 
               overcoat is soaked in blood. He keeps an eye on the SECOND 
               FLOOR windows. Hanging from his tail: THE SIX PACK OF BEER.

               INT. BELLAMIE MENTAL CORRIDOR - NIGHT

               DOCTOR MARSH, a female psychiatrist, moves down a line 
               patients, distributing pills.

               Behind her, a lithe young woman in a patient's gown carries 
               the medicine tray. This is LIZ SHERMAN, age 26, her pale 
               skin contrasting with her raven-black hair and piercing dark 
               eyes. A scar mars her forehead. Three thick rubber bands 
               circle her wrist.

               Near a window, a Down's Syndrome PATIENT senses something.

                                     DOWN'S PATIENT
                              (pointing)
                         There's a big red guy down there!

                                     DOCTOR MARSH
                              (readying more pills)
                         That's fine, darling, Santa's not 
                         here for another month.

                                     DOWN'S PATIENT
                         Not Santa. Big and red. With gold 
                         eyes. And he has beer!

               Hearing this, Liz stops. She closes her eyes, tugs at one of 
               the rubber bands on her wrist and lets it snap against her 
               skin. She winces and peers out the window. The garden below 
               seems empty.

               EXT. BELLAMIE MENTAL HOSPITAL - GARDEN AREA - NIGHT

               Liz steps out a side door into the hospital garden. Hanging 
               from her neck: an old POLAROID CAMERA. She follows a trail 
               of blood to a large, thorny bush. As she circles it...

                                     LIZ
                         Back so soon?

               Visible in the branches, a leg and part of Hellboy's overcoat. 
               His tail emerges, dangling the six-pack.

                                     HELLBOY
                         Uh, I brought beer.

               Liz shoots a Polaroid.

                                     LIZ
                         To wash down my lithium pills?
                              (beat)
                         I may get a few perks, H.B. But I'm 
                         still a patient.

               Shyly, he climbs out from the bush. She sees the bloody arm.

                                     LIZ
                         You better have that looked at.

                                     HELLBOY
                         Just a scratch.
                              (shrug)
                         I wanted to see you.

               Liz sighs.

               EXT. BELLAMIE MENTAL HOSPITAL - GARDEN AREA- NIGHT

               Hellboy's sitting on a bench, next to Liz.

                                     HELLBOY
                         We miss you at the Bureau. Abe's 
                         crazier every day. And Father's still 
                         mad at me --
                              (Liz smiles)
                         Come back, Liz. Come back. I --

                                     LIZ
                         No. Not this time, H.B. It's been 
                         months since I've had an episode. 
                         And you know what? I'm learning to 
                         control it.

               Around her right hand a faint BLUE AURA of fire blooms, 
               crawling over her fingers like a velvet haze. She stares at 
               the pale flame.

                                     LIZ
                         I'm learning where it comes from.
                              (beat)
                         And for once in my life I'm not 
                         afraid.

               She clenches her fist and puts the flame out.

                                     LIZ
                         Looks like your ride is here.

               The garbage truck and the two black sedan cars have pulled 
               into the hospital grounds. A dozen agents climb out of the 
               vehicles.

                                     HELLBOY
                         The Nanny Squad.

               ANGLE - THE CARS - CONTINUOUS

               Clay starts towards Hellboy, but Myers stops him and turns 
               to Broom:

                                     MYERS
                         Sir, may I go first??

                                     CLAY
                              (to Broom)
                         Not so fast. He barely knows him --

                                     BROOM
                              (cuts him off)
                         Then he should make it his business 
                         to change that.

               ANGLE - THE BENCH - CONTINUOUS

               Liz stands up, puts her hand on his shoulder.

                                     LIZ
                         Listen, H.B. I've got a chance out 
                         here. If you truly care about me, 
                         don't come back anymore.

               Hellboy smiles sadly. She walks away.

                                     HELLBOY
                         Goodnight, then.

                                     LIZ
                         Goodnight.

               She doesn't turn back.

                                     HELLBOY
                         Yeah, I gotta go, too. Lots to do --

               Feeling light-headed, he stands up. On the bench and at his 
               feet, a pool of his own blood.

               He sees Myers tentatively approaching.

                                     HELLBOY
                         What took you so long?

                                     MYERS
                         C'mon, time to go home. Tape you up.

                                     HELLBOY
                         What are you, a Boy Scout?

                                     MYERS
                         No. I never was.

                                     HELLBOY
                              (weak)
                         Could've fooled me. Go away.

               Hellboy drops to his knees. Clay, Quarry and Moss reach him. 
               Help him up.

                                     CLAY
                         C'mon, champ. You look a little woozy, 
                         there.

                                     HELLBOY
                         This -- ? This is nothing. You know 
                         what'll kill me?
                              (points at the doorway)
                         Her.

               Liz stands at the hospital door and sees Hellboy keel over. 
               A few of the agents help him to the vehicles.

               Myers looks back at Liz. They hold each others' gaze, their 
               unfamiliar faces filled with curiosity. Eventually, she goes 
               inside.

               OMIT

               INT. B.P.R.D. MEDICAL BAY "A" - NIGHT

               In the depths of the B.P.R.D infirmary, Hellboy lies flat on 
               a stainless steel table. Broom sits alongside him.

               Abe peers through a magnifier at Hellboy's wounded arm.

                                     ABE
                         You were burned by some organic acid.

                                     HELLBOY
                         I'm lucky that way.

               Using a scalpel, Abe probes the gash. Hellboy lets out a 
               GRUNT.

                                     BROOM
                         Son. About Rasputin --

                                     HELLBOY
                         Don't worry. I'll get him soon enough --

                                     BROOM
                         Listen to me. This time is different. 
                         There's more at stake than ever 
                         before.

                                     HELLBOY
                         How hard can it be? I punched the 
                         crap out of that thing that he sent -- 
                         ouch!!

                                     BROOM
                         I worry about you.

                                     HELLBOY
                         Me?? C'mon --

                                     BROOM
                         Well, I won't be around forever, you 
                         know?

                                     HELLBOY
                         Oh, stop that --
                              (grimaces in pain)
                         Damn! Be careful, there --

                                     ABE
                         Red. How long was it latched onto 
                         you?

                                     HELLBOY
                         I dunno, maybe five seconds -- ow!

                                     MYERS
                         You want me to hold him down?

                                     HELLBOY
                              (snickers)
                         That's right, Stud, hold me down.

                                     ABE
                         Professor...

               Broom moves to Abe's side of the table. Abe is poking at the 
               depths of the wound.

                                     BROOM
                              (sharp, to Hellboy)
                         Don't look! Turn around.

                                     HELLBOY
                         Is it bad?

               Broom comes closer, eyes wide: inside the wound on Hellboy's 
               forearm, nestled like ticks, are 3 translucent EGGS.

               Hellboy jumps as Abe plucks the first one out. Abe deposits 
               it in a glass container.

                                     ABE
                         Touched you five seconds. Laid three 
                         eggs.

                                     HELLBOY
                         Didn't even buy me a drink.

               INT. MEDICAL BAY. EXAMINATION TABLE - LATER

               The computer beeps having finished an analysis. On a monitor, 
               an enlarged color image of one of the throbbing eggs.

                                     ABE
                         The eggs are very sensitive to heat 
                         and light. They need a humid, dark 
                         environment to breed.

               Abe picks up an egg with a pair of tweezers, passes it on to 
               Hellboy, who sports a bandage on his arm.

                                     MYERS
                         Down there. Did you ever loose track 
                         of him?

                                     HELLBOY
                         Well, let's see -- there was that 
                         moment, when I had a train on top of 
                         my head --

               Broom frowns, worried.

                                     BROOM
                              (to Hellboy)
                         We can't risk it: You'll go back to 
                         the tracks tomorrow with a group of 
                         agents, search the area, top to 
                         bottom.

               Myers observes, repelled, as inside the egg a small foetal 
               THING wiggles.

               INT. BROOM´S OFFICE - NIGHT

               Myers stands by Broom's desk as the old man places a new set 
               of books on the reading stands in front of the fish tank.

                                     MYERS
                         I'm in way over my head, I know that 
                         much.

                                     BROOM
                         You're doing fine.

               At the last book stand, Broom glances at Abe, who is sitting 
               in the shadows near the door.

                                     MYERS
                         No, I'm not. He respects Clay. Not 
                         me. I don't know why you chose me, 
                         Sir. But I'm not qualified.

               Discouraged, Myers heads for the door.

                                     BROOM
                              (very quiet)
                         I'm dying Agent Myers.

               Shocked, Myers looks over at Broom.

                                     BROOM
                         And as a father, I worry about him.
                              (directly to Myers)
                         In medieval stories, Agent Myers, 
                         there's often a young knight, 
                         inexperienced but pure of heart...

                                     MYERS
                         Oh, please. I'm not "pure of heart."

                                     ABE
                         Yes, you are.

                                     BROOM
                         What I ask from you is -- Have the 
                         courage to stand by his side after 
                         I'm gone. Help him find himself. Who 
                         he must be.
                              (beat)
                         He was born a Demon... You will help 
                         him become a man.

               OMIT

               INT. B.R.P.D. ARCHIVE / CONFERENCE ROOM - NIGHT

               Dozens of HELLBOY clippings flash by: tabloid headlines along 
               with intimate images of Hellboy as a KID. H.B. at 7, at 12, 
               dressed as a human for Halloween, Broom by his side.

               Myers works at a computer workstation.

               He brings up a small photograph in an old issue of The 
               Enquirer. The headline: "ARSON SUSPECT NOW WORKING FOR SECRET 
               GOVERNMENT AGENCY" There's a photo of a woman, taken with a 
               telephoto lens.

               Another clipping: young LIZ, 11, and a photo of a tenement 
               building burned to the ground: TRAGIC EXPLOSION.

               A QUICKTIME interview pops up. LIZ, in her early twenties. A 
               caption reads: ELIZABETH SHERMAN, first interview, BPRD, 
               PYROKINETIC. She has a POLAROID camera in her hands. Shoots 
               one at the lens.

                                     LIZ
                         I don't like the term "firestarter." 
                         I just don't. And "Pyrokinesis" sounds 
                         like psychosis or something. I dunno -- 
                         maybe that's right. Not being able 
                         to let go --
                              (shrug)
                         Scary. Sometimes you hear so-and-so 
                         lost control and just exploded.
                              (beat)
                         They're lucky it isn't true.
                              (looks at the camera)
                         With me -- it is.

               OMIT

               INT. BELLAMIE MENTAL HOSPITAL - CORRIDOR - NIGHT

               Two strolling ORDERLIES shine their flashlights inside the 
               rooms on both sides of a long corridor.

               INT. HOSPITAL - LIZ'S ROOM, MIN. SECURITY WARD - NIGHT

               A flashlight beam sweeps Liz's room. It illuminates a 
               CORKBOARD covered with hundreds of Polaroids depicting scenes 
               of everyday life.

               When the beam of light crosses her face, she turns slowly, 
               still asleep.

               As the light fades, the shadows in the room grow deeper. 
               Grigory emerges from a dark corner. He gazes down on the 
               bed, extending his right hand.

                                     GRIGORY
                         The Master is calling your name now, 
                         my girl. We are all part of his plan. 
                         You must return to the child... So, 
                         once again...

               He gently caresses the scar on her forehead. Under his skin, 
               a hideous movement, a writhing rearrangement of muscles. His 
               fingers start to glow.

                                     GRIGORY
                         ...dream of fire.

               Liz convulses. A small ripple of heat rises from her forehead.

                                                             FLASH BACK TO:

               EXT. TENEMENT BUILDING COURTYARD - DAY

               Somewhere in a smokestack city, grown-ups and kids hang 
               banners and prepare a ragged birthday party in a cement 
               courtyard.

               ANGLE - LIZ - CONTINUOUS

               Sitting on some tenement steps, LIZ, age 11. Sullen, alone, 
               a gold CRUCIFIX hanging on her chest.

               A WOMAN -- Liz's MOTHER -- comes down the courtyard steps, 
               carrying a basket of apples.

                                     MOTHER
                              (to Liz)
                         Liz!! Liz!! Come on, darling, give 
                         Mummy a hand.

               Nearby, under a balloon archway, munching candy-coated 
               apples... three KIDS giggle and point at her.

                                     BLONDE KID
                         Freak!

               Liz turns to see them.

                                     BLONDE KID
                              (to his friend)
                         See? She knows her name.

               Liz shies away from them.

                                     BLONDE KID
                         Go home, you freak. We don't want 
                         you here.

               They start throwing stones. One hits the steps. Another misses 
               her by inches. A third hits her in the shoulder.

               Scared, Liz turns but a rock catches her full on the face. 
               She falls down, blood trickling from her forehead, splattering 
               the pavement. She starts sobbing. Another rock sails across, 
               but this time, in mid-air, it catches fire and turns to ash.

               A ripple of heat starts crawling up Liz's hands. Soon a pale 
               blue flame rings her entire arm.

                                     LIZ
                              (sobbing)
                         Not again, please, not again...

               Firelight glints off the crucifix.

               EXT. TENEMENT COURTYARD - DAY

               MOTHER is dunking the apples in a pot of caramel. A 
               heartbreaking cry reaches her ears.

                                     LIZ
                         Mommy! Mommy!

               Mother sees...

               EXT. TENEMENT COURTYARD - STEPS -  DAY

               Liz: outlined by licking flames!

                                     LIZ
                              (panicked)
                         Mommy! Help me! I'm burning!

               Mother screams, horrified.

                                     LIZ
                         Help meee!!!

               She then explodes. A white-hot supernova engulfs the 
               courtyard. Her mother's body burns like flash paper. Then 
               the rest of the people are --

               THE ENTIRE TENEMENT COURTYARD

               -- devoured by an explosion of atomic proportions. Benches, 
               people, trees. Everything. The four surrounding apartment 
               blocks collapse as a shock wave hits like a wrecking ball.

               The frame whites out. And at ground zero there is but one 
               figure left standing:

               Liz... a little girl, still crying.

                                                          FLASH FORWARD TO:

               INT. BELLAMIE HOSP. - LIZ'S ROOM, MIN. SEC. WARD - NIGHT

               Liz screams, her back arching, her body now in flames. Her 
               chest glows, silhouetting organs and ribs.

               The rubber bands on her wrist vaporize.

               INT. BELLAMIE MENTAL HOSPITAL - MIN. SEC. WARD - NIGHT

               The glow from Liz's room streams into the corridor.

               INT. BELLAMIE MENTAL HOSPITAL - SECURITY ROOM - NIGHT

               In their glass kiosk, two ORDERLIES are listening to the 
               radio and sharing a pizza. A red light flashes repeatedly on 
               a panel.

               They silence the radio, grab their batons and get up. A low 
               rumble shakes the room.

               Through the VIBRATING glass window they see...

               CORRIDOR MINIATURE / COMPOSITE

               ...A BALL OF FLAME pushing inexorably through the corridor. 
               The inside of the glass booth is absolutely silent, making 
               the vision both terrifying and strangely serene.

                                     ORDERLY
                         Oh my --

               INT. BELLAMIE MENTAL HOSPITAL - SECURITY ROOM (SET)- NIGHT

               As the glass explodes, the fire ROARS, drowning everything. 
               The orderlies hit the floor, taking cover under a shelf.

               EXT. BELLAMIE MENTAL HOSPITAL (MINIATURE) - NIGHT

               The top floor blows up. Flame pours out of every window, 
               showering glass into the streets below.

               OMIT

               INT. B.P.R.D. - FREAK CORRIDOR "A" - DAY

               Myers pushes the breakfast cart. On it, three dozen pancakes 
               and a mound of bacon and toast.

               He opens the door to Hellboy´s den.

               INT. HELLBOY'S DEN - DAY

               Inside, Hellboy is leaning over Broom, glaring at the old 
               man.

                                     HELLBOY
                         How many buildings does she have to 
                         burn? She belongs here!

                                     BROOM
                         That's not how she feels. She may 
                         never feel it.

               Myers enters, deliberately clearing his throat. They ignore 
               him.

                                     BROOM
                         It's her choice --
                              (beat)
                         She's human --

                                     HELLBOY
                         Oh, as opposed to -- ?

               Broom grows silent.

               Hellboy stomps over to a mirror and -- using a hand-held 
               belt sander -- savagely shaves his horns. Sparks fly every 
               time he goes at the round stumps.

                                     HELLBOY
                         Mmmh -- "Pamcakes." We're going out --

                                     MYERS
                         Professor, that girl you were talking 
                         about --

                                     HELLBOY
                              (whirls around)
                         Hey. You: think twice --

                                     MYERS
                         I think I can help -- Talk to her -- 
                         I can bring her back.

                                     HELLBOY
                              (chuckles)
                         What landed you this job, pushing 
                         "pamcakes"? Punctuality? What was 
                         your area of expertise?

               Myers murmurs --

                                     HELLBOY
                         What was that??

                                     MYERS
                         Hostage negotiations.

               Hellboy's face lights up.

               OMIT

               EXT. BELLAMIE MENTAL HOSPITAL - DAY

               Part of the building is demolished. Repair crews and firemen 
               are still hosing down smoldering piles of debris.

               Myers arrives in a taxi cab.

               INT. BELLAMIE MENTAL HOSPITAL - MAX. SECURITY WING - DAY

               Myers looks at LIZ through a see-through mirror. She sits on 
               a bench inside a padded cell. A security CAMERA AND MONITOR 
               records her constantly.

               A worried-looking Dr. Marsh stands alongside him.

                                     DOCTOR MARSH
                         She's been like this since it 
                         happened. There were no casualties. 
                         But it's put a big dent in our 
                         Thorazine supply...
                              (dubious look at Myers)
                         Are you sure you want to go in?

               Myers nods, loosens his tie and enters.

               INT. BELLAMIE MENTAL HOSPITAL - PADDED CELL - DAY

               Liz doesn't acknowledge Myers' presence. He kneels and looks 
               up at her.

                                     MYERS
                         Miss Sherman? I'm Agent Myers, FBI.

               Liz turns away.

                                     MYERS
                         Miss Sherman? I'm Agent Myers, FBI.
                              (no response)
                         The hospital called us. They don't 
                         feel they're capable of caring for 
                         you any longer, and --

               Silence.

                                     MYERS
                         Liz -- can I call you Liz? It's a 
                         beautiful name --

                                     LIZ
                              (sighs)
                         60% OF THE WOMEN IN THIS WORLD ARE 
                         NAMED "LIZ".

                                     MYERS
                         It's still impressive by my standards: 
                         My name's John.

               She looks at him. He offers his hand. She looks away.

                                     MYERS
                         Dr. Broom asked me to invite you 
                         back to the Bureau. No special 
                         precautions, no security escorts. 
                         You and me in a taxi. Like regular 
                         folks.

                                     LIZ
                         Doesn't sounds like him.

                                     MYERS
                         Miss Sherman, he's asking you back, 
                         but it's entirely your choice.

               Liz turns to the 2-way mirror. Both their reflections are 
               there.

                                     LIZ
                         Choice, huh? That's cute. I've quit 
                         the Bureau thirteen times. I always 
                         go back.
                              (snaps two rubber 
                              bands)
                         Where else would I go?

                                                                    CUT TO:

               OMIT

               INT. BEAM TUNNEL AREA - BENJAMIN INSTITUTE - DAY

               An explosion of sound and light as a subway train passes 
               through a dank tunnel. Then, light beams sweep the encrusted 
               walls and steel columns.

               Clay and some B.P.R.D. agents hold flashlights. Two of them -- 
               MOSS and QUARRY -- carry FLAMETHROWERS.

               Hellboy and Abe bring up the rear.

               INT. STORAGE ROOM - DAY

               They enter a store room piled high with filing cabinets, 
               typewriters and school desks. A turn-of-the-century mural 
               depicts happy boys doing charitable acts. A Latin phrase 
               ("VIRILITER AGE") encourages them to behave like men.

                                     QUARRY
                              (reads a map)
                         We're in the cellar of the Benjamin 
                         Institute. Turn-of-the-century 
                         orphanage. Closed since they moved 
                         the sewers in '51.

               Abe removes his gloves, hyperextends his palm and senses the 
               air. Then the surface of the water.

                                     ABE
                         There's a pulse. And it's coming 
                         from --

               Debris and dust seem to float from the water's surface and 
               towards Abe's hand.

                                     ABE
                         there --

               They point their flashlights at a bulkhead.

                                     ABE
                         cistern on the other side. Most of 
                         the eggs are there --

               They move some filing cabinets and stare at a blank concrete 
               wall.

                                     AGENT QUARRY
                         No way in.

                                     CLAY
                         We should go back and request 
                         permission to --

               BAMMM!!! Hellboy's stone hand cracks the concrete. He starts 
               pounding, again and again, like a jack hammer.

                                                                    CUT TO:

               INT. (SET/LOCATION BUILT SUGAR FACTORY) FURNACE ROOM - DAY

               Makeshift living quarters tucked below a maze of furnace 
               ducts. Scores of old clocks fill the room with TICKING.

               At a desk, Kroenen calmly repairs a mechanical hand: his 
               own.

               His face is partly exposed. Under his leather mask, horrible 
               lidless eyes glitter over a skull-like grin, made of raw 
               gums and taut skin.

               As Hellboy's pounding reaches his ears, he rises, like a 
               spider whose web has twitched. The mechanical hand rattles 
               blindly on the table.

               He opens an ancient leather folder and extracts an engraving 
               depicting Sammael. Carefully places it on the table. Then he 
               opens a drawer and, from an envelope, takes two torn pieces 
               of paper. He puts them in a pouch in his belt.

               INT. STORAGE ROOM - DAY

               The wall collapses under Hellboy's attack.

                                     HELLBOY
                         Are you coming or not?

               Clay smiles uncertainly back. Hellboy moves in.

                                     CLAY
                              (to Quarry and Moss)
                         You two, check this dump, then join 
                         us --

               INT. ABANDONED SHOWER ROOM (SET) - DAY

               A large oval room of rusting metal, with pipes spilling water 
               through a large GRATE on the floor.

               Abe studies it, senses something, and nods. With superhuman 
               effort, Hellboy lifts it. Hundreds of roaches pour out.

                                     ABE
                         I'm glad I'm not human. This place 
                         would be an embarrassment.

               Below, a vast cistern. Abe drops in two CHEMICAL FLARES.

               INT. UNDERWATER - CHAMBER (SET TANK) - DAY

               The flares sink, illuminating floating office furniture and 
               torn paper...

               INT. UNDERWATER CHAMBER 2 (LOCATION: R. WAREHOUSE CELLAR)

               In the lower depths, they pass shadowy industrial ruins. 
               Settling on the bottom they reveal the hulk of a waiting 
               SAMMAEL.

               OMIT

               INT. ABANDONED SHOWER ROOM (SET) - DAY

               Abe pulls off his breathing apparatus. Activates the locator 
               on his utility belt. Hellboy does likewise. BEEEP! The devices 
               synchronize.

               Hellboy extends a metal reliquary containing a small bone.

                                     HELLBOY
                         There you go, Doctor. This should 
                         cover your tailfin -- On loan from 
                         the Vatican, a bone from Saint 
                         Dionysius. Ugh. Looks like a pinky.

               Abe ties the reliquary around his hand.

                                     ABE
                         Remind me why I keep doing this.

                                     HELLBOY
                         Rotten eggs and the safety of mankind.

                                     ABE
                         Oh, right --

               As transparent nictomembrane lids cover his eyes, Abe dives.

               INT. UNDERWATER CHAMBER 2 - (LOCATION R.WAREHOUSE) - DAY

               Underwater, ABE finds an entire control room. 1940's magazines 
               float by, like paper jellyfish. The amber light of the 
               chemical flares gives the room an eerie other-worldly feel.

               INT. ABANDONED SHOWER ROOM (SET) - DAY

               Waiting above, Hellboy chews a Baby Ruth and pokes around. 
               Finds a pile of children's shoes covering some yellowing 
               albums. In the albums, a myriad of sad faces, the orphans 
               from the past.

               Some of the faces have been cut out. There's an unfinished 
               letter to Father Christmas, dated 1866.

               Clay stands below a grate, admiring his hair implants with a 
               hand mirror.

                                     CLAY
                         See? It's thicker. Isn't it? It's 
                         not that doll-hair thing --

               Suddenly, something moves. Hellboy shines his light into an 
               adjoining tunnel. Kroenen is standing there, like a deer 
               caught in headlights.

                                     HELLBOY
                         Son of a -- !

               The figure darts away. Hellboy tears after it, gun in hand.

                                     CLAY
                         Red, wait!

               Clay tries his radio. Static.

                                     CLAY
                         Red's on the move!! I'll cover him!!

               He pulls out his gun and runs after Hellboy.

               INT. TUNNEL LABYRINTH (SET) - DAY

               Clay arrives at an intersection of sewer tunnels. The glow 
               of Hellboy's flashlight is visible somewhere ahead, his 
               booming footsteps rapidly receding. A veritable labyrinth.

                                     CLAY
                         Damn it, Red.

               INT. UNDERWATER CHAMBER 2 (LOCATION R. WAREHOUSE) - DAY

               Abe nears the bottom of the cistern. As his feet touch bottom, 
               a cloud of silt fogs the water. He picks out a translucent 
               egg!

               Suddenly, something big glides by. Abe turns: sees nothing.

               He places the egg in a glass canister. Now eggs are floating 
               everywhere, undulating in the water like amber fireflies. 
               Abe swims slowly, collecting them one by one.

               Some of them are snugly wedged between two rusty machines.

               Abe's reliquary gets caught in a lever and snaps loose!! It 
               lands --

               on a grate on the floor. Abe swims down and tries to grab 
               it, but it falls through. Abe curses and stands up --

               -- only to find himself FACE TO FACE with Sammael!!

               The monster rakes Abe across the chest; dark blue blood begins 
               to flow. Abe shoves himself into a long, concrete fissure.

               Sammael can't fit through, but the tongue darts out, missing 
               Abe by inches. Sammael scratches at the walls, trying to 
               reach deeper, screaming in rage.

               Abe screams too, emitting a trail of bubbles.

               INT. ABANDONED SHOWER ROOM - DAY

               The bubbles burst on the surface. Watching them is a SECOND 
               SAMMAEL.

               INT. INTERSECTION (LOCATION /BUILT SUGAR FACTORY) - DAY

               Hellboy stops, disoriented. No trace of KROENEN. He sniffs 
               the air, then steps through a non-descript portal.

               INT. (LOCATION/BUILT SUGAR FACTORY) FURNACE ROOM - DAY

               Hellboy stands in Kroenen's quarters. An array of gas masks 
               dangle from ducts overhead. Glued next to the walls are dozens 
               of old photos of children.

               He discovers the Sammael engraving.

                                     HELLBOY
                         "Sammael: seed of destruction. Death 
                         becomes the fertile ground."

               Suddenly: drool drops from above: Sammael hangs from a beam.

                                     HELLBOY
                              (turning)
                         Didn't I kill you already?

               Sammael lunges, hurling Hellboy through an open service 
               shaft...

               ...and it's a long way down.

               When Sammael leaps, Hellboy throws him over the edge. Sammael, 
               however, grabs Hellboy's tail and pulls him over the side.

               OMIT

               INT. SERVICE SHAFT (NEW LOCATION SET) - DAY

               They crash through pipes, wiring and ducts and slide off 
               down a duct and into --

               INT. SERVICE SHAFT 2 (SET) - SAME

               another passage. There they bounce off of dripping water 
               pipes and jutting steel I beams, until they finally break 
               through a mesh/insulation ceiling and directly onto --

               INT. SUBWAY PLATFORM STATION - DAY

               A subway platform. Full of people.

               The two fighting creatures land on the ticket booth -- in an 
               explosion of coins, glass and steel!!! Some bold New Yorker 
               in the crowd start picking up handfuls of change.

               The dust clears, revealing a large crater in the platform 
               floor.

               Sammael hits Hellboy. The Red Giant lands on a line of 
               turnstiles, uprooting them all.

               Sammael flies through the air, unfolds its bone scythe. 
               Hellboy rolls away. Sammael misses: the tip imbeds itself in 
               the floor and then -- TCHAKKK!!! -- in a concrete column. 
               Sammael pulls, bringing down part of the ceiling. More SCREAMS 
               from the fleeing public.

               A mezzanine above Hellboy collapses, bringing the ceiling, 
               steel cables and office furniture down onto the Red Giant.

               Sammael takes a step towards the crowd and roars --

               Then, BAMMMMMM!!! A desk flies up into the air. Hellboy's 
               stone hand emerges, triumphant.

                                     HELLBOY
                         Hey, Chunk-face!

               He climbs out of the crater. Sammael growls.

                                     HELLBOY
                         You can do better than that. Big 
                         monster like you.

               Hellboy rips off one of the turnstile bars and hits Sammael 
               again and again.

                                     HELLBOY
                         See? It hurts! You shouldn't hit 
                         people!

               Sammael blocks the last hit and throws the bar away. It embeds 
               itself in the tile wall.

               Sammael punches Hellboy, a hard uppercut.

               Hellboy flies up, crashing through the plate glass of a second  
               mezzanine above the platform. He skids on the tile floor, 
               scraping a jagged line with his stone hand.

               He slides past a group of BYSTANDERS and into a row of backlit 
               subway ads. He lands in a shower of glass and debris on a 
               wooden bench, breaking it in two.

               Sammael climbs up into the mezzanine.

               Hellboy gets up -- his back bristling with glass shards -- 
               and hears a WAIL: a YOUNG GIRL is pointing at A BOX OF KITTENS 
               abandoned on a bench.

                                     YOUND GIRL
                         My kittens!! My kittens!!!

                                     HELLBOY
                         Aw, crap.

               Sammael charges!!! Hellboy scoops up the box, holds it high!! 
               Using his bone blade, Sammael pulverizes the bench.

               Next, Sammael slashes at Hellboy, scattering a dozen shrieking 
               citizens.

               Illuminated by sparks and shorting lamps, Hellboy advances, 
               blood dripping from his forehead and nose.

               Hellboy starts to reload, but -- Sammael's tongue shoots 
               out. Hellboy throws the kitten box in the air and -- traps 
               the tongue with his stone hand --

                                     HELLBOY
                         Second date. No tongue!!

               -- while catching the box with his tail. The kittens are 
               fine.

               Using the tongue, he throws Sammael out a glass window.

               Sammael dangles above the tracks, but he re-joints himself 
               and grabs a handhold on the train wall above the tunnel. 
               From here, he pulls on Hellboy, sliding him toward the jagged 
               glass.

               Sammael pulls harder, enters the tunnel.

               Hellboy fights to free himself, but his sweaty face is 
               millimeters away from being sliced by the glass. All seems 
               lost, when...

               WHAAAAA!!!!!! A train appears out of nowhere heading straight 
               for Sammael.

               It splatters the thing against the tunnel wall and plows on. 
               Sammael's body sprawls motionless at the side of the tracks.

               OMIT

               INT. SUBWAY PLATFORM - SAME

                                     HELLBOY
                         I hope that hurt.

               He gives the cats to the young girl --

                                     YOUNG GIRL
                         Thank you --

                                     HELLBOY
                         My job.

               OMIT

               INT. SUBWAY TRACKS (NEXT TO STATION) - SAME

               Hellboy approaches Sammael, whose remains are wreathed in 
               BLACK flame. A huge CROWD looks on from the end of the 
               platform.

                                     HELLBOY
                              (a whisper)
                         This time. Stay dead, willya??

               He moves away. The BLACK flame flickers out.

               INT. UNDERWATER CHAMBER 2 (LOCATION R.WAREHOUSE) - DAY

               Under the water, BLACK light blooms within TWO OF SAMMAEL'S 
               EGGS as a fantastic methamorphosis starts. The embryos burst 
               out, gyrating in the water, swelling and distending.

               INT. UNDERWATER CHAMBER 2 (LOCATION R.WAREHOUSE) - DAY

               Badly wounded, Abe peers from his hiding spot. Sammael's not 
               there.

               He quickly swims to the surface, his weird blue blood trailing 
               behind him. The water boils with energy and BLACK LIGHT. 

               INT. ABANDONED SHOWER ROOM (SET) - DAY

               Abe staggers out of the pool and hides behind a crumbling 
               shower stall. Behind him, two SHAPES come to the surface.

               Shaking, Abe pushes his belt locator and collapses.

                                                                    CUT TO:

               INT. SUBWAY TRACKS (NEAR THE STATION) - DAY

               Hellboy's locator belt crackles to life. BLUE.

                                     HELLBOY
                         Abe -- ?

               INT. BEAM-SUPPORTED UNDERGROUND TUNNEL/ STORAGE ROOM - DAY

               Back in the tunnel, Quarry and moss move filing cabinets and 
               rotten bozes full of files. One of them gives out and papers 
               spill all over.

                                     MOSS
                         Jesus --

               Their locators light up.

                                     QUARRY
                         Abe --

               Suddenly -- a noise! The agents leap up and sweep their 
               flashlights over the columns... Nothing there.

                                     QUARRY
                         Moss, what the hell was that?

               Then, TWO SILHOUETTES cast long shadows. Powerful footfalls 
               boom like thunderclaps.

               Agent Quarry raises his gun and fires at the dark shapes. 
               Useless: the things plow on.

               Moss hurriedly straps on his flame thrower. After a few 
               seconds, a green light beeps, READY.

               The muzzle of the flamethrower vomits a 30 feet long gout of  
               fire into the blackness.

               The men pause: silence!

               Quarry turns on his flashlight, hand trembling.

                                     QUARRY
                         Whatever it was --

               BAM!!! SAMMAEL'S TONGUE uncurls from the shadows and lands 
               on Quarry's face, pulling him into the dark. His flashlight 
               bobbles and strobes, lighting up a nightmare:

               TWO SAMMAELS stand in the tunnel. One of them gleefully 
               squeezes Quarry. The man's screams are muffled by the 
               creature's fleshy lips wrapping around his head.

               Moss runs as fast as he can, jumping and tumbling through an 
               obstacle course of beams. Turning, he readies the 
               flamethrower. The SECOND SAMMAEL lands on Moss's back, 
               breaking his spine.

                                                                    CUT TO:

               INT. ABANDONED SHOWER ROOM (SET) - DAY

               Hellboy enters to find Abe, bleeding but alive, leaning 
               against the tile, blue blood all around him. Hellboy tries 
               his walkie-talkie. Turns on his locator. It sparks. It's 
               damaged and broken.

                                     HELLBOY
                              (into his walkie-talkie)
                         We need an ambulance. Now!! Over!!

               INT. CENTER OF THE TUNNEL LABYRINTH (SET) - DAY

               Clay stumbles around, lost. He stops under a grate.

                                     HELLBOY'S VOICE
                              (on the walkie-talkie)
                         Who's there? Clay? Come in, someone.

                                     CLAY
                         Clay, Code 30, this is Clay, over...

               Behind Clay, Kroenen drops down from an overhead pipe, through 
               shafts of gray light. He brings forth his customary long 
               blade. Clay turns in time to see Kroenen coming at him. He 
               fires. Kroenen stabs.

               Twin rivulets of blood run from Clay's nostrils. 

               INT. TUNNEL LABYRINTH - CONNECTING SHOWER ROOM (SET) - DAY

               Hellboy hears the gunfire, starts running.

               INT. CENTER OF THE TUNNEL LABYRINTH (SET)

               Clay falls to the floor.

               Kroenen stands there, unfazed by Clay's bullets in his chest. 
               Dust pours from his wounds and piles up neatly at his feet. 
               He hears Hellboy coming.He places the knife on the floor, 
               then lies down and plays dead.

               Hellboy appears at the end of the tunnel. He glances at 
               Kroenen's body, then quickly checks for a pulse on Clay.

               Hellboy looks demolished.

                                                              SMASH CUT TO:

               INT. TAXI CAB (MOVING) / EXT. BPRD ADJACENT AVENUE - DAY

               An ethnic pop song blasts from the taxi radio. Liz pokes her 
               head out of the window and shoots a Polaroid snapshot. She 
               passes it to Myers:

                                     LIZ
                         It feels good to be outside!! It's 
                         been so long...

               He can't hear her over the music. Myers knocks on the 
               bulletproof acrylic divider.

                                     MYERS
                         Hey!! The music!! Turn down the 
                         music!!

                                     DRIVER
                         Yeah, yeah, music!!

               He merely changes the radio station; the music stays at the 
               same volume. Myers looks back at Liz.

               She is halfway out the window, sitting on the door.

                                     MYERS
                         Jesus! That's not -- That's not safe, 
                         Miss Sherman -- Miss Sherman?

               She takes another Polaroid and passes it down to him. Myers 
               looks at the Polaroid, then smiles. He climbs out of the 
               other window, hands her the photograph.

                                     MYERS
                         Nice view --

               He waves at her. For the first time, she smiles.

                                     MYERS
                         A smile, huh? That's good.

               She takes his picture. With the cold morning wind blowing 
               Liz's hair and the sun on her face, she looks beautiful.

                                     LIZ
                         Don't get used to it.

               Myers taps his fingers on the roof, to the beat of the music. 
               He can't take his eyes off her. They drive towards the BPRD.

               INT. B.P.R.D. MEDICAL BAY - DAY

               Unconscious, Abe floats in a special tank. LED strips read 
               water temperature, pH level, etc. He's encased in a bio-cast: 
               a cybernetic healing unit wrapped around his thorax and right 
               arm. A web of tubes and hoses keeps him in place.

               SHIRTLESS and bandaged, Hellboy sits and studies him, as if 
               in a trance.

                                     MANNING'S VOICE
                         He'll make it --

               Hellboy turns, Manning is there:

                                     MANNING
                         But not everyone was so lucky.
                              (beat)
                         Two agents died today. Clay probably 
                         won't survive the night. You're 
                         reckless.

                                     HELLBOY
                         I knew those men better than you did --

                                     MANNING
                         Ah, I see. That makes it all alright 
                         then.

               He turns to leave. Hellboy gets up.

                                     HELLBOY
                         No, it doesn't make it right, but I 
                         stopped that creature, didn't I?

                                     MANNING
                         That's what you do. That's why we 
                         need you. You have an insight.
                              (beat)
                         You know monsters.

                                     HELLBOY
                         What are you trying to say?

                                     MANNING
                         In the end, after you've killed and 
                         captured every freak out there -- 
                         there's still one left: you.

                                     HELLBOY
                              (a deep sigh)
                         I wish I could be more gracious but --

               BAMMMMM!!!! He smashes a metal LOCKER with his stone hand 
               and raises it above his head.

               Manning cowers, realizing that Hellboy's rage is a dangerous 
               thing.

               INT. B.P.R.D. - MAIN HALL AREA - DAY

               A new space. Office corridors radiate out from a brass 
               B.P.R.D. logo on the floor. A few agents monitor computer 
               stations and tactical glass boards.

               Liz and Myers walk in, carrying her suitcases. She looks 
               around and sees BROOM coming down the hall.

                                     BROOM
                         Welcome back.

                                     LIZ
                         It's only for the weekend, Professor 
                         Broom. Then I'll be on my way --

                                     BROOM
                              (impeccable courtesy)
                         Come and go as you please.
                              (beat)
                         Find your way back. We've made quite 
                         a few changes --

               CRASH!!! Liz screams and Myers draws his gun. Smashing through 
               a glass partition, the mangled steel LOCKER lands in the 
               middle of the hall in a rain of glass and aluminum studs.

               Next, Manning appears, retreating but unharmed.

                                     MANNING
                              (gasping)
                         I want that thing locked up, starting 
                         now -- Now!!! You hear me??!!

               He flees.

                                     LIZ
                              (to Broom)
                         Nothing's changed. Home, sweet home.

               Mortified, Broom hurries after Manning. Hellboy calmly steps 
               through the hole in the wall.

                                     HELLBOY
                              (seeing her)
                         Liz? Liz!!

               She spins on her heel and walks off. Hellboy turns to Myers.

                                     HELLBOY
                         You!!! You did it, buddy --

               Myers holsters his gun and follows Liz. Hellboy is all alone 
               now.

                                     HELLBOY
                              (oblivious)
                         Woo hoo!!

               INT. B.P.R.D. - LIZ'S ROOM - DAY

               A familiar cell. Fireproof insulation covers the walls. Liz 
               throws her bags on the bed. Myers lingers in the doorway.

               She reflexively pulls on one of the rubber bands on her wrist, 
               then lets it snap.

                                     LIZ
                         A little something I learned in 
                         therapy. I'm depressed --
                              (snaps a rubber band)
                         One rubber band. I'm impatient: two 
                         rubber bands...

               He sits by her side on the bed.

                                     MYERS
                         I'll get you a fresh pack.

               INT. HELLBOY'S DEN - DUSK

               A cat bats at a ball of paper. On it, two words are visible: 
               DEAR LIZ. Hellboy's tail scoops up the paper and throws it 
               in a brimming wastebasket.

               He's sitting at a stainless steel desk, deep in concentration, 
               writing with evident difficulty. The floor around him is 
               covered with more crumpled pages. In the background, the 
               projector is showing DUCK SOUP. Myers pushes in a cartload 
               of CHILI.

                                     MYERS
                         Where do you --

                                     HELLBOY
                         Shh! Just a second.

               Myers sets the tray on the table.

                                     HELLBOY
                         Myers, you're a talker. What's a 
                         good word -- a solid word for "need" --

                                     MYERS
                         "Need" is a good, solid word.

                                     HELLBOY
                         Nah, sounds too "needy."

                                     MYERS
                         Start in, you got nachos coming.

               As he goes out, Liz appears in the doorway. Hellboy quickly 
               stops writing.

                                     LIZ
                              (notices the small 
                              feline army)
                         Oh, my God... Look at them all! Who 
                         had babies? C'mere, Tiger...!

               Liz plays with a cat. Hellboy lifts the piece of paper, which 
               looks like a postage stamp in his stone hand.

                                     HELLBOY
                         Um... Liz -- I -- there's something 
                         I'd like you to -- something I need 
                         you to hear.

                                     LIZ
                         Well. Is it long?? I'm going out, 
                         but --

                                     HELLBOY
                         Out? Out out?

                                     LIZ
                         For a cup of coffee, but go ahead, 
                         read.

                                     HELLBOY
                         You're going alone?

                                     LIZ
                         No. Myers is taking me.

               Hellboy stands up, walks towards her.

                                     HELLBOY
                         Him!! Why him? Why not me?

               Myers walks back in pushing a tray of nachos.

                                     MYERS
                              (to Hellboy)
                         Hey, your chili's getting cold --

                                     HELLBOY
                              (sits back down)
                         Not hungry.

                                     LIZ
                         What did you want me to hear -- ?

               Hellboy folds the paper.

                                     HELLBOY
                         It's nothing. Just a list -- It's 
                         not finished --

                                     LIZ
                         Oh, okay then. Maybe later then.

               She leaves. Myers smiles.

                                     MYERS
                         Anything else you --

                                     HELLBOY
                              (snappy)
                         Not from you.

                                     MYERS
                         Well good n-

                                     HELLBOY
                              (furious)
                         Good night.

                                                                    CUT TO:

               INT. B.D.R.P. MEDICAL BAY - NIGHT

               Under a sheet, Kroenen's cold, naked body lies on a slab. 
               Broom talks into a tape recorder.

                                     BROOM
                         The subject: Karl Ruprecht Kroenen --

               The visible areas of the body make us grateful for the sheet 
               covering the rest.

                                     BROOM
                         Suffered a masochistic compulsion 
                         known as surgical addiction.

               The silver hand and harness lie on a table.

                                     BROOM
                         Both eyelids were surgically removed 
                         along with his upper and lower lips, 
                         making speech impossible. The blood 
                         in his veins dried up decades ago. 
                         Only dust remains.
                              (looks at an X-ray 
                              film)
                         Four pulverized vertebrae. A steel 
                         rod inserted into his pelvis held 
                         him up.
                              (beat)
                         What horrible will power could keep 
                         a thing like this alive?

               He finds the small pieces of paper Kroenen planted in his 
               pouch.

               INT. B.P.R.D. HALLWAYS - NIGHT

               Under the gaze of high-security cameras, AGENT LIME rolls 
               Hellboy's food cart down the corridor and into the domed 
               intersection. He whistles a happy tune. Opens the high 
               security door.

               INT. HELLBOY'S DEN - NIGHT

               Lime's jaw drops.

               Across the room, one of the walls has been completely 
               demolished, revealing a SERVICE SHAFT.

               No sign of Hellboy.

                                     LIME
                         Jesus.

               Lime peeks into the SERVICE SHAFT.

               OMIT

               EXT. NEWARK, N.J. - STREETS - NIGHT

               Myers and Liz leave a coffee shop, strolling down the street. 
               Myers hands Liz her coffee. They chat and laugh. He pushes 
               his Moped. She has her Polaroid with her.

               EXT. BUILDING ROOFTOP - NIGHT

                                     HELLBOY
                         What are you two talking about. What's 
                         so fascinating?? So important?? 

               EXT. NEWARK N.J. STREETS - NIGHT

               Liz and Myers pause at a corner, waiting for the light. The 
               shops are closing.

                                     MYERS
                         I admire him. He's a force of nature.

                                     LIZ
                         He's just pushy.

                                     MYERS
                         No... He's determined. Unstoppable --

                                     LIZ
                         Cocky.

                                     MYERS
                         Strong.

                                     LIZ
                         A brute.

                                     MYERS
                         My uncle used to say... we like people 
                         for their qualities but love them 
                         for their defects.

               Liz half-smiles, sips her coffee.

                                     MYERS
                         He -- loves you.

                                     LIZ
                         I know.

                                     MYERS
                         What about you?

                                     LIZ
                         Don't know. Really. I grew up with 
                         him.
                              (beat)
                         I've missed him too, but now, every 
                         time I see him, I get confused. Hardly 
                         a day goes by he's not in my mind. 
                         Even now, I feel he's here --

               As they walk down the street. A red streak jumps over roof 
               tops.

               EXT. ROOFTOP - NIGHT

               Hellboy lands neatly on the adjacent roof. He looks down at 
               Myers and Liz --

               Myers offers her cream and sugar.

                                     HELLBOY
                         No cream and sugar, moron. She takes 
                         it black.

               She takes the coffee, waves off the half and half.

                                     HELLBOY
                         Toldya.

               Trying to feel superior, Hellboy chuckles. As they walk, Liz 
               gestures vigorously. His smile fades.

               EXT. NEWARK N.J. STREETS - NIGHT

                                     MYERS
                         It's freezing, isn't it?

                                     LIZ
                         Coffee's warming me up.

               By now, all the shops are closed. They approach a small park 
               near a train track.

                                     MYERS
                         What do we do now? Newark, New Jersey, 
                         entertainment capital of the world.

               She cleans off a wet, dirty bench, sits down.

                                     LIZ
                         You offered me a cup of coffee. I've 
                         got one, so just sit down.

               Myers is falling for her.

               EXT. BUILDING ROOFTOP - FIRE ESCAPE - NIGHT

               Hellboy leaps off a building.

               EXT. BUILDING ROOFTOP - NIGHT

               Two red hands appear over the rooftop parapet. Cursing, 
               Hellboy hauls himself up. He finds himself next to a pigeon 
               coop where a YOUNG KID is feeding the birds.

                                     HELLBOY
                         Hi...

               The kid stares at him.

                                     KID
                         You're Hellboy.

                                     HELLBOY
                         Shh. I'm... on a mission.

               He watches as Liz and Myers sit on the bench.

                                     HELLBOY
                         Don't tell anyone, huh?

                                                                    CUT TO:

               INT. HELLBOY'S DEN - NIGHT

               Broom examines the damage to the wall. He turns to see 
               Hellboy's locator belt hanging on the wall. Broom shakes his 
               head.

                                     LIME
                         Should we send out some scouts?

               Broom motions for him to stop. It's useless,

                                     BROOM
                         No. Enough. He will never change -- 
                         always a child. Always. 

               INT. B.P.R.D. MEDICAL BAY - NIGHT

               Kroenen's body lies on the table. Slowly, his chest starts 
               to rise and fall. He sits up.

               His arm stump docks into the prosthetic hand -- Click! He 
               flexes the shiny fingers.

               Kroenen's hideous cranium is visible for an instant before 
               he zips up his mask. He takes the sharp Ragnarok knives and 
               turns one over. It reflects a figure standing behind him: 
               Grigory.

               EXT. BUILDING ROOFTOP - NIGHT

               The pigeon kid walks towards Hellboy, carrying two glasses 
               of milk and a plate of cookies.

                                     KID
                         My Mom baked 'em.

               He sits by Hellboy's side as he watches Liz and Myers chatting 
               and laughing.

                                     HELLBOY
                         That's it: she's laughing. I'm done.

               Hellboy grabs three cookies off the plate and scarfs them 
               down.

                                     KID
                         They don't look like spies.

                                     HELLBOY
                         Come on! Look at him, those shifty 
                         eyes, that -- phony grin...!!
                              (seeing the last cookie)
                         You gonna eat that?

               Below, Myers yawns. Hellboy slaps his forehead.

                                     HELLBOY
                         Oh, the yawning trick. That's so 
                         1950's! Watch his arm --

               He looks around, picks up a pebble, hefts it.

               EXT. NEWARK N.J. STREET - LIZ AND MYERS - NIGHT

                                     MYERS
                         We all have a side that we try to 
                         hide...

               Myers stretches and places his hand and arm behind her back. 
               Something hits him in the head.

                                     MYERS
                         Hey! What the hell?

               He gets up, annoyed. No one in sight.

               EXT. BUILDING ROOFTOP - NIGHT

               Hellboy snickers, hiding and chewing a cookie. The Kid "gives 
               him five".

               INT. BROOM´S OFFICE - NIGHT

               Kroenen's two pieces of paper are joined together under a 
               MICRO-SCANNER. Broom watches as computer enhancement fills 
               out a couple of missing areas.

               Cyrillic letters are now legible.

                                     BROOM
                              (pensive)
                         SEBASTIAN PLACKBA #16... Moscow.

               Broom pulls out a few old photos. Finds one of Grigory in 
               German uniform, and in a book, another of Grigory in an 
               Orthodox priest's black cassock.

               He pulls out his old wooden box, pulls out a dusty book from 
               it. His fingers scan the text, finding Rasputin's date of 
               birth, date of death. They pause at a particular line: "His 
               mausoleum is at SEBASTIAN PLACKBA #16".

                                     BROOM
                         It's Rasputin's mausoleum.

               TCHK!! A noise -- Broom turns in time to see Kroenen 
               delicately descending a spiral staircase, blade in hand. In 
               spite of all his experience, Broom is shaken.

                                     BROOM
                         I see the puppet. But -- where is... 
                         the puppet master?

               In the dark, a voice hisses --

                                     GRIGORY
                         Very good, Professor Broom.

               Broom turns. Grigory steps from the shadows.

                                     BROOM
                         It was you: The scraps of paper, 
                         Liz's sudden relapse and return...

                                     GRIGORI
                              (nods)
                         Bread crumbs on the trail. Like in a 
                         fable. They both distract him and 
                         guide him exactly where I need him.

                                     BROOM
                         Moscow.

                                     GRIGORY
                         His destiny.

               He touches Broom's forehead, lightly --

                                     GRIGORY
                         You raised the child. Nurtured him. 
                         So, In return... Would you permit 
                         me? A brief, brief glimpse? Of the 
                         future --

               FLASH!!

               A nightmarish tableau...

               EXT. RUINS OF N.Y. - DUSK

               The ruins of New York, charred, smoldering. Human remains 
               litter the landscape. Monstrous shapes lumber in the 
               distance... an army of apocalyptic beasts outlined against 
               the blood-red sky.

               Dominating the horror is a mountain of festering skeletons 
               and skulls. At the top, a figure: HELLBOY, transformed. His 
               horns are in full bloom, his eyes and mouth stream unearthly 
               fire.

               INT. BROOM´S OFFICE - NIGHT

               Startled, Broom snaps out of it --

                                     GRIGORY
                         If only you had him destroyed sixty 
                         years ago, none of this would come 
                         to pass. But, then, how could you 
                         have known?

               Broom is speechless.

                                     GRIGORY
                         Your God chooses to remain silent. 
                         Mine lives within me.

               Rasputin stands, the flesh of his neck and shoulders heaving 
               and twitching beneath his human skin.

                                     GRIGORY
                         In the frozen waters of the Malaya 
                         Nevka, in the darkness of the void: 
                         every time I died and crossed over, 
                         a little more of the Master came 
                         back with me. He disclosed to me the 
                         child's true name... Would you like 
                         to know it??

                                     BROOM
                         I know what to call him. Nothing you 
                         can say or do will change that. I 
                         call him son.

               Discreetly, Broom removes his rosary and places it on the 
               book. Kroenen settles in behind him.

                                     BROOM
                         I am ready.

                                     GRIGORY
                         Good. Now, I'll add two crumbs more:
                              (Kroenen displays his 
                              knives)
                         Grief and revenge...

               Kroenen's knife goes in.

                                                                    CUT TO:

               EXT. BUILDING ROOFTOP - NIGHT

               The pigeons flutter on the rooftop.

               The pigeon kid sits by Hellboy's side.

                                     KID
                         Just go down there and tell her how 
                         you feel!
                              (Hellboy shakes his 
                              head: no)
                         My mom says --

                                     HELLBOY
                         It's not that easy, okay?
                              (beat)
                         Plus, you're nine. You're not old 
                         enough to give me advice.

                                     KID
                              (shrugs)
                         Who are those guys??

               Hellboy turns and sees --

               TWO of the black B.P.R.D. Sedan cars rounds the corner.

               Agent Lime bounds out of one of the vehicles, grabbing Myers, 
               talking rapidly. Liz screams, covers her ears.

                                     HELLBOY
                         Something's wrong --

               OMIT

               INT. B.P.R.D. HALLWAY - NIGHT

               Agents and Bureau employees are crammed into Broom's office 
               doorway. Hellboy, face contorted by grief, pushes through.

               INT. BROOM'S OFFICE - NIGHT

               The room is full of forensics people taking pictures, picking 
               up evidence, etc. Tom Manning is there. Seeing Hellboy, he 
               respectfully steps back.

               Broom's fragile body lies slumped in his chair. At his feet, 
               a pool of blood. Liz enters, then stifles a whimper.

               With tears in his eyes, a disbelieving Hellboy looks at Liz, 
               then at his dead father. He holds Broom's body close to his 
               chest.

                                     HELLBOY
                         Father -- I'm back. I'm back. I'm 
                         back.

               Manning herds everybody out. From the door, Liz blinks back 
               tears as the red giant kneels by the body: a dog with a lost 
               master.

                                     HELLBOY
                         I wasn't here. You died alone --

                                                               DISSOLVE TO:

               OMIT

               EXT. BPRD BUILDING - DAY

               It's raining like hell.

               The PALLBEARERS, Manning and Myers among them, load Broom's 
               casket into a HEARSE. Flanking it are two rows of BPRD agents.

               The hearse doors close and the vehicle pulls away.

               Watching like a gargoyle from a distant roof: Hellboy. Rain 
               bounces off his wet overcoat.

               Liz observes him, worried.

                                     LIZ'S VOICE
                         He hasn't spoken to anyone in three 
                         days. Not a word. He doesn't eat, he 
                         doesn't sleep...

               INT. MEDICAL BAY - DAY

               Abe, conscious now, but still in the cast, floats upside 
               down, solving a RUBIK'S CUBE. Liz stands by the tank.

                                     LIZ
                         I've never seen him like this. Never.
                              (beat)
                         Should I stay? With him, I mean?

               She smiles faintly.

                                     ABE
                         Listen -- I'm not much of a problem 
                         solver...
                              (displays the cube)
                         Three decades and I've only gotten 
                         two sides.
                              (beat)
                         But I know this much: if there's 
                         trouble -- all we have is each other. 
                         And I'm stuck here.
                              (beat)
                         So -- Take care of the big monkey 
                         for me, will you?

               Their hands almost touch, separated only by the glass.

               OMITTED

               INT. B.P.R.D. CONFERENCE ROOM - DUSK

               A PROJECTION SCREEN shows the enhanced image of the piece of 
               paper with Cyrillic characters.

                                     MANNING
                         We've collected and destroyed 
                         thousands of eggs. No trace of this 
                         "Sammael" or this "Rasputin" 
                         character. But we have this address --

               In a meeting room, Manning stands at a polished obsidian 
               desk. A group of agents -- Myers among them -- listens 
               attentively.

                                     MANNING
                         Sebastian Plackba #16. Volokolamsk 
                         fields, fifty miles from Moscow. We 
                         leave as soon as we get clearance 
                         and equipment --

                                     MANNING
                         Hellboy's coming --
                              (beat)
                         But I'll be in charge this time. 
                         Either we wrap this up or I'm closing 
                         this freak show for good.

               Myers spots Liz walking past the conference room.

               INT. BROOM'S OFFICE - DUSK 

               Hellboy stands before Broom's desk, pensive, his naked chest 
               bandaged.

               Liz watches him from across the room. He finds Broom's rosary 
               on top of the book. Reads the underlined phrase on the page.

                                     LIZ
                         Hi --

               He turns to her. She slowly comes towards him.

                                     HELLBOY
                         Hi.

                                     LIZ
                         I've changed my mind. I'll come to 
                         Moscow. If you -- are still going --

               Hellboy nods, then clears his throat.

                                     HELLBOY
                         I am.
                              (beat)
                         But -- I have something to say, too.
                              (beat)
                         I never had the guts before -

               He looks her in the eye.

                                     HELLBOY
                         But I understand what you don't like 
                         about me. I do. What I am makes you 
                         feel out of place -- out there --

                                     LIZ
                         Red, I --

                                     HELLBOY
                         Listen. I'm not like Myers. He makes 
                         you feel like you belong. And -- 
                         that's good. It really is. I -- wish 
                         I could do something about this --
                              (points at his own 
                              face)
                         But I can't.
                              (beat)
                         I can promise you only two things... 
                         One: I'll always look this good. 
                         Two: I won't give up on you. Ever.

                                     LIZ
                         I like that...

                                     HELLBOY
                         Good.

                                                                    CUT TO:

               EXT. MOSCOW WAREHOUSE - DAY

               Super: TOPOCKBA STEEL MILLS, MOSCOW A wasteland of rust and 
               decay. Rotting warehouses line the street like dead steel 
               watchdogs. No one's around but a few lonely sentries.

               A limo and motorcycle caravan are waved through the security 
               gates.

               INT. MOSCOW WAREHOUSE - DUSK

               A metal door trundles back and the limo and escort motorcycles  
               enter.

               Fleshy Russian General -- LAPIKOV -- gets out of the limo. 
               Then Ilsa and Grigory.

                                     GENERAL LAPIKOV
                         I have accumulated many objects of 
                         great interest. Preserving our 
                         heritage.

               The warehouse contains a world of bric-a-brac: a towering 
               marble LENIN HEAD, Old Master paintings, tanks, warheads, 
               missiles, etc.

                                     GENERAL LAPIKOV
                         Many -- like me -- believe Mother 
                         Russia to be very close to a historic 
                         rebirth.

               They stop before a cargo container. With a butane torch, a 
               soldier melts away the lead Kremlin seal, then open the doors.

                                     GRIGORY
                         Rebirth? I like that.

               INT. MOSCOW WAREHOUSE - THE CONTAINER - SAME

               A massive stone monolith of polished MARBLE.

                                     LAPIKOV
                         Twenty tons of stone. This thing 
                         fell from the sky into Tungaska 
                         forest.

                                     GRIGORY
                         June 30th, 1908. It burned hundreds 
                         of square miles of forest. The 
                         Romanovs took possession of it 
                         immediately. The Czar guarded it 
                         jealously -- I have wanted it for 
                         ages.

               Grigory's fingers brush over its smooth, perfect surface. At 
               the center --

               -- TWO CIRCULAR IMPRINTS that match Hellboy's four-fingered 
               stone hand.

                                     GRIGORY
                         Now, finally, it's mine.

                                     GENERAL LAPIKOV
                         You are aware, of course, there's no 
                         way you'll get it out of Russian 
                         territory.

                                     ILSA
                              (curtly)
                         He is aware.

               Ilsa brings out a chrome box, full of gold.

                                     GENERAL LAPIKOV
                         It's a pleasure doing business with 
                         you. Perhaps you have other interests.

               Grigory's voice drips with serene brutality.

                                     GRIGORY
                         Enjoy the bright metal you've earned. 
                         There will be no further transactions.
                              (beat)
                         Only closure.

                                                                    CUT TO:

               EXT. THE NIGHT SKY (MATTE SHOT) - NIGHT

               A massive CARGO PLANE slices the white eye of a full moon. A 
               map details the plane's journey over the Black Sea.

               Super: RUSSIAN AIRSPACE - BLACK SEA.

               INT. CARGO PLANE - NIGHT

               As the plane engines DRONE, Myers supervises BPRD agents 
               Lime and Stone, who stencil a large crate: FRAGILE! LIVE 
               CARGO.

               Hellboy and Liz stand around a brightly-lit work table.

               Hellboy shows them the medieval illustration of Sammael.

                                     HELLBOY
                         "One falls, two shall arise." So: 
                         you pop one, two come out. You kill 
                         two, you get four. You kill four, 
                         you're in trouble. We have to nail 
                         'em all at once. And the eggs.

                                     MANNING
                         When we do: No mumbo-jumbo. Double-
                         core Vulcan-65 grenades.

               MANNING shows them a set of GRENADE BELTS.

                                     MANNING
                         We've installed a very handy timer. 
                         Set it, walk away. Cable pulls the 
                         safety pins, K-boom! Easy to clean, 
                         easy to use...

                                     HELLBOY
                              (interrupts)
                         Those things never work. Never.

                                     MANNING
                         Each of us gets a belt.

                                     HELLBOY
                              (shrugs it off)
                         I won't take 'em. They never work.

               Manning looks at Hellboy, irate.

                                     MYERS
                         I'll carry his --

               Hellboy wraps Broom's rosary on his wrist.

                                     HELLBOY
                         Boy Scout.

                                                                    CUT TO:

               OMIT

               EXT. COUNTRYSIDE - DAY

               Two gleaming black vans and a truck move through snow-covered 
               Soviet roads.

               Super:  VOLOKOLAMSK FIELDS, MOSCOW.

               EXT./INT. COUNTRYSIDE - IN THE TRUCK CAB - DAY

               Myers and LIZ struggle with a Moscow map.

                                     LIZ
                              (into a radio)
                         Sparky to Big Red...

               Popping her head out of the window, Liz looks back at the 
               truck bed.

               EXT. COUNTRYSIDE - THE TRUCK BED - DAY

               Fastened to it, the crate labelled: LIVE CARGO. Small 
               breathing holes have been drilled in the sides.

                                     HELLBOY'S VOICE
                         Sparky?? Who came up with that? Myers?

               EXT./INT. COUNTRYSIDE - THE TRUCK CAB- DAY

               Liz snickers.

                                     MYERS
                         We're almost there.

               INT. INSIDE THE CARGO BOX - DAY

               Hellboy, sitting on the floor, in the dark.

                                     LIZ'S VOICE
                              (on radio)
                         We're leaving the main road, so hang 
                         on --

               They hit a series of bumps. The box rattles and shakes. 
               Hellboy bangs his head. The vehicle lurches to a halt.

                                     HELLBOY
                              (on the radio)
                         This better be the place or I'll 
                         puke.

               Motors are turned off. The crate is opened. Liz peeks in.

                                     LIZ
                         Come out and see.

               EXT. 19TH CENTURY CEMETERY - DAY

               Hellboy steps out. Takes a moment to adjust his eyes to the 
               light.

                                     HELLBOY
                         Sebastian Plackba #16...

               19TH CENTURY CEMETERY (MATTE SHOT / COMPOSITE)

               Broken spiked fences succumb to rust and dead vines. Endless 
               rows of crypts and tombstones poke through wild foliage.

               Our group plus TWO AGENTS (Lime and Stone) venture into the 
               labyrinthine lanes of the dead. Each carries a backpack, a 
               flashlight and a gun.

                                                               DISSOLVE TO:

               EXT. CEMETERY - MAUSOLEUM SECTION (LOCATION) - DAY

               Later. The group gathers in frustration in an area of baroque 
               funerary monuments. Myers -- carrying the explosive belts -- 
               looks around.

                                     MANNING
                         Forget it. This is practically a 
                         city. And it stinks, and it's muddy. 
                         We'll go back, check into a hotel, 
                         regroup after breakfast. We'll have 
                         to make a grid, go by quadrants. 
                         Maybe satellite photography.

               He gestures and all the agents head for the vans.

                                     HELLBOY
                         Let me ask for directions.

               EXT. OPEN GRAVE - DAY

               The group surrounds a grave. Hellboy raises the broken stone 
               cover and then jumps in.

               EXT. OPEN GRAVE (SET) - DAY

               -- and lands on a rotten coffin. In it, a mummified corpse 
               lies in a miserable black suit.

                                     HELLBOY
                              (whispers)
                         Animam edere, animus corpus...

               He presses the amulet on the cadaver's forehead. For a moment, 
               nothing, and then...

               ...a brutal spasm!! The corpse gasps, breathes... and mutters 
               something in tongueless Russian. SUBTITLE: WHAT DO YOU WANT?

               EXT. MOSCOW CEMETERY (LOCATION) - DAY

               The group gawks as Hellboy climbs out, carrying the CORPSE 
               on his back. With an ear-to-ear grin, he approaches the team.

                                     HELLBOY
                         Sixty feet further, comrades, and 
                         three rows in...

               The corpse fidgets on Hellboy's back. Its bony hand weakly 
               points, as if in confirmation.

                                     HELLBOY
                         This here is Ivan Klimentovich: Say 
                         "hi" Ivan.

               The corpse mutters again. SUBTITLED: GO THAT WAY, RED MONKEY.

               EXT. CEMETERY - YEFIMOVICH MAUSOLEUM (LOCATION) - DAY

               A miniature black marble castle. Using a crowbar, Myers pries 
               open the ancient steel door. Hellboy, still carrying the 
               desiccated abomination on his back, walks in.

               OMIT

               INT. YEFIMOVICH MAUSOLEUM STAIRS - LATER - DAY

               Two agents stand guard in the mausoleum, while the group 
               descends carefully. The walls are dotted with yellowed skulls.

               INT. YEFIMOVICH MAUSOLEUM - UNDERGROUND - STAIRCASE

               Myers' flashlight flickers. He shakes it back to life.

               INT. UNDERGROUND - UNDERGROUND INTERSECTION

               They reach the bottom of the staircase: three corridors branch 
               off in different directions. Hellboy deposits the CORPSE 
               attop a pile of coffins.

                                     HELLBOY
                         We'll be alright... as long as we 
                         don't separate --

               INT. UNDERGROUND CORRIDOR AND INTERSECTION - DAY

               TCHKANGGG!!!!! large spiked metal plates shoot up from below, 
               blocking both their way out, demolishing the staircase and 
               ramming Stone: he's gone.

               Wicked spikes cover the metal surface. Hellboy still bangs 
               on it, but to no avail: it's at least six inches thick. Liz 
               and Myers are on the other side.

                                     HELLBOY
                              (into his walkie-talkie)
                         Okay, someone's expecting us. Turn 
                         on your locators -- Anyone sees 
                         anything...

                                     LIZ
                         Marco...

                                     HELLBOY
                         ...Polo.

               On the other side of the panel, Myers takes the radio from 
               Liz.

                                     MYERS
                              (into radio)
                         Are you sure about this?

                                     HELLBOY
                         On a scale of one to ten: two. But --
                              (beat)
                         -- she'll take care of you, Myers. 
                         She's a tough one.

               Liz and Myers move off. Hellboy shines his light down the 
               tunnel on the left. Agent Lime picks up the corpse and 
               follows.

               INT. TUNNEL "A" / CHAMBER - DAY

               Hellboy and Manning come into a vast chamber: Slavic motifs 
               crown the rugged stone pillars and archways. Water runs down 
               the walls.

               Across a small stone bridge, light pours from a hexagonal 
               structure.

               They step onto the bridge. KLANGGG!!! two gears release a 
               steel door from above, forcing them to forge ahead.

               Somewhere, a  massive clockwork is TICKING.

                                     MANNING
                         What's that --

               Hellboy motions for silence. The CORPSE mutters: "IT'S 
               SOMETHING BIG"

               They stare into the darkness.

                                     MANNING
                         We should go back -- you -- you could 
                         tear that door apart --

                                     HELLBOY
                         Don't move. We --

                                     MANNING
                         -- should go back. Now!

                                     HELLBOY
                         No. Don't --

                                     MANNING
                         I'm in charge. We go back!

               Hellboy yanks Manning just in time. BAMMM!!!! A gigantic 
               metal pendulum swings past and demolishes one third of the 
               bridge a few feet from their feet. It takes Lime and the 
               CORPSE with it.

               Another door on the far end of the bridge shudders downward.

                                     HELLBOY
                         Son of a --

               Whoosh! The PENDULUM swings back. It destroys more of the 
               bridge. Manning sprints for all he's worth and crawls under 
               the door.

               Hellboy runs, but chunks of stone disintegrate under his 
               feet.

               The pendulum swings back taking out the final piece of the 
               bridge just as Hellboy rolls under the door --

               -- and makes it into the hexagonal building.

               INT. STONE CORRIDOR - DAY

               Hellboy and Manning find themselves in a very narrow, arched 
               stone corridor. Its walls are lined with endless rows of 
               rusty steel blades.

               Faint traces of WAGNER can be heard. They cautiously 
               proceed...

               INT. HEXAGONAL STONE LAB - DAY

               There. In yellow gaslight, Kroenen nods attentively as a 
               phonograph plays the love duet from TRISTAN UND ISOLDE.

               Above him, ropes, hooks and pulleys.

               INT. STONE CORRIDOR - DAY

               Manning rest his hand too close to a blade.

                                     MANNING
                         Ouch!!

               INT. HEXAGONAL STONE LAB - DAY

               Kroenen comes alert. He scans the room, quietly winds himself 
               up.

               INT. STONE CORRIDOR - DAY

               Hellboy shoots a dirty look at Manning and then looks back 
               into the chamber --

               -- Kroenen is gone.

                                     HELLBOY
                              (to Manning)
                         Crap. This guy moves like a cockroach --

               Hellboy readies his gun and then creeps toward the lab.

               INT.  HEXAGONAL STONE LAB - DAY

               Hellboy's footsteps elicit soft creaks from the wooden floor. 
               Manning moves along behind him.

               The record finishes playing. Silence --

               SWISH!!! Kroenen's whirling blades slice the air, ripping 
               into Manning's arm. As Kroenen goes in for the kill -- 

               -- Hellboy thrusts out his stone fist as a shield. Kroenen 
               bears down but Hellboy fends him off with powerful, deliberate 
               blocks.

               Kroenen hauls out one of his long swords.

                                     HELLBOY
                         Screw that.

               Hellboy yanks it away and bends it like a twig. BAMMMM!!!! 
               He punches Kroenen in the face, crumpling the steel mask, 
               smashing its lenses.

                                     HELLBOY
                         You killed my father --

               BAMMM!!!! another hit.

               Kroenen staggers back with each blow. Finally, the mask falls 
               off.

                                     HELLBOY
                         Give your soul to God, Your ass is 
                         mine.

               An asthmatic wheeze erupts from his scarred face. Kroenen is 
               laughing.

               INT. HEXAGONAL TRAP DOOR PIT - DAY

               BAM!!! Under his feet, a huge trapdoor falls open. He and 
               Manning drop through, along with the phonograph.

               Hellboy grabs a rope. It spins through a copper pulley, but 
               a large knot jerks him to a stop. Hellboy snatches Manning's 
               hand, but loses his backpack.

               He looks down. The phonograph hits the ground with a crash.

                                     MANNING
                              (panting, whispers)
                         Well, it's not that big a fall...

               KLANGGGG!!!!! The entire bottom bristles with six-foot, 
               sparkling steel blades.

               INT. ABOVE THE HEXAGONAL TRAP DOOR PIT - DAY

               Kroenen cautiously leans over the pit. He can't hear a sound.

               As he peeks -- SWISH!! A loop of the rope wraps around his 
               neck and yanks him forward! Before he goes over, he 
               frantically digs his blades into the floor, anchoring himself.

               INT. HEXAGONAL TRAP DOOR PIT - DAY

               Hellboy has used the rope hanging below him as a lasso. 
               MANNING clings to his powerful back as he climbs up, hand 
               over hand.

               INT. ABOVE THE HEXAGONAL TRAP DOOR PIT - DAY

               Kroenen goes to cut the rope...

               INT. HEXAGONAL TRAP DOOR PIT - DAY

                                     HELLBOY
                              (reaching the top)
                         Oh, no you don't --

               Hellboy wraps the rope around his stone fist and, with a 
               brutal stone-fist yank, pulls KROENEN into the pit!

               With a horrible scream, Kroenen drops headfirst past them 
               and onto the spikes. He wriggles like a fish caught on a 
               hook, only making it worse, as he slides further down the 
               blades.

               INT. ABOVE THE HEXAGONAL TRAP DOOR PIT - DAY

               Hellboy climbs out and sits. Sees Kroenen's blade embedded 
               in the floor. Holding it: the prosthetic hand, still ticking.

               INT. ABOVE THE HEXAGONAL TRAP DOOR PIT - DAY

               Hellboy peers down. Still alive, Kroenen frees one arm, 
               slicing through his own ropy bicep.

                                     HELLBOY
                         You like playing possum, you Nazi 
                         pinhead?
                              (beat)
                         Then try playing dead.

               INT. BOTTOM OF HEXAGONAL TRAP DOOR PIT - DAY

               Hellboy tips a massive cogwheel over the edge. Kroenen emits 
               a horrid scream as it crushes him.

               INT. ABOVE THE HEXAGONAL TRAP DOOR PIT - DAY

               Manning sits down, bandaging his injuries. Hellboy kneels 
               down.

                                     HELLBOY
                         Are you okay?

               Manning nods weakly. Hellboy brings out a cigar and fires up 
               his Zippo.

                                     HELLBOY
                         You'd better stay here. I'll find a 
                         way out. We'll come back for you.

                                     MANNING
                         You call that thing a cigar??

                                     HELLBOY
                         Yup.

                                     MANNING
                         You never, ever light a cigar that 
                         way.

               He digs out one of his fine cigars, cuts it and hands it to 
               HELLBOY.

                                     MANNING
                         Use a wooden match. It preserves the 
                         flavor.

               He lights it for him. Hellboy grins.

                                     MANNING
                         Thank you.

                                     HELLBOY
                              (smiles)
                         My job.

               OMIT

               INT. TUNNEL "B" - UNDERGROUND NARROW TUNNEL - DAY

               A narrow tunnel. Liz and Myers advance carefully.

               Just ahead, a cave-in. Pieces of ceiling, timber, coffins 
               and corpses form a chaotic barrier. As they squeeze past...

                                     MYERS
                         So, he thinks that you and I... That's 
                         why he's mad at me --

               A few bones roll by. Wet earth drops onto their shoulders. 
               They draw their arms close to their bodies, pointing their 
               flashlight beams straight down. A moment of strange intimacy.

                                     MYERS
                         But it's not true, is it?

                                     LIZ
                         What -- ?

                                     MYERS
                         That you feel that way about me.

                                     LIZ
                         You want to know -- Now -- ? Here? 
                         Red, white, whatever -- Guys are all 
                         the same.

               INT. TUNNEL "C" - UNDERGROUND TUNNEL - STEEP SLOPE - DAY

               Hellboy labors up a steep slope, using rocks and roots for 
               handholds. He reaches a dead end and collapses, out of breath.

               Light filters through a crack in the ground; he can faintly 
               hear Liz and Myers.

               INT. TUNNEL "B" - UNDERGROUND TUNNEL - CAVERN AREA - DAY

               Liz and Myers reach a wider section of Tunnel "B". They find 
               themselves calf-deep in brown water.

               Myers lights Liz's path as she steps onto a large stone.

                                     MYERS
                         Watch out. It's slippery...

               His light shorts out. She shines her light past him.

                                     LIZ
                         Oh, my God...

               Myers turns. His flashlight comes back on, revealing a complex 
               natural cavern. An entire WALL IS COVERED with translucent 
               eggs.

               SAMMAEL is there, gnawing on a dry arm bone, with the hand 
               still attached. When the light hits his face, his milky pupils 
               constrict. A snarl...

               A SECOND SAMMAEL emerges from the water. It shakes itself 
               off. A THIRD ONE raise its head.

               Myers and Liz try to back away, but a metal wall rises right 
               behind them KLANKKKKK!!! They are trapped!!

               Myers goes to grab a set of explosive belts. Tries to set up 
               the timer. Zipp! -- one Sammael snatches them away. Myers 
               falls to the ground, clothes torn, injured.

                                     LIZ
                              (into the radio)
                         Marco, Marco, Marco... Get your Big 
                         Red butt over here!

               Something stomps on the ceiling directly above them. Again 
               and again.

               INT. TUNNEL "C" - UNDERGROUND TUNNEL FLOOR - DAY

               Hellboy pounds the floor with his rock hand. Furiously.

                                     HELLBOY
                         Hang on kid, I'm coming for you!!

               The rocks below him start to crumble.

               EXT. ANTHILL VIEW OF UNDERGROUND TUNNELS AND PITS - DAY

               In an "ANT FARM" view of the complex, we see Hellboy above, 
               pummeling and -- in the cavern below -- Liz and Myers.

               INT. TUNNEL "B" - UNDERGROUND TUNNEL CAVERN AREA - DAY

               Dust and rocks fall from above. The four identical creatures 
               move in on Liz and Myers. Myers shoots one in the head three 
               times. The creature shakes off the hits as if pelted with 
               pebbles.

               One of them springs. As it flies through the air, Hellboy 
               crashes through the ceiling. He lands on top of it along 
               with a ton or two of stone. The creature is crushed.

               Two eggs glow, metamorphosing. Presto -- two new Sammaels 
               are born. The first two Sammaels growl, joined by the two 
               new ones. Liz sprints to safety.

                                     HELLBOY
                         Sorry. Just couldn't leave you two 
                         alone.

               Hellboy scoops up Myers and deposits him next to Liz.

               Lit by Myers' flashlight, two of the creatures jump. One 
               clamps onto Hellboy's back, the other onto his leg. Hellboy 
               howls. The third one joins in, like lions dragging down a 
               zebra. This time, though, the zebra fights back.

               Hellboy pulls out his gun and fires a round into the chest 
               of a Sammael. Two eggs glow -- two new Sammaels are born. 
               They're FIVE.

               Hellboy's torso is covered in blood. He falls to the ground. 
               A fourth and a fifth creature spring onto him, biting. Hellboy 
               is in trouble.

               Liz watches and shivers. A ripple of heat shimmers over her 
               body.

                                     LIZ
                              (at Myers)
                         Hit me.

                                     MYERS
                         What?

               Liz is desperate, crying.

                                     LIZ
                         Hit me --
                              (beat)
                         All of my life I've run away from 
                         it... Now I want it to happen! Do 
                         it.

               Hellboy screams. Water explodes under the fighting bodies. 
               Two of the Sammaels turn their attention to Liz and Myers.

                                     MYERS
                         I can't, I --

               Liz slaps him.

                                     LIZ
                         I know now: I love him. I've always 
                         loved him.

               A beat of silence, then Myers slaps her across the face, 
               once. Hard. The heat ripple builds. The air vibrates around 
               her. Her pupils kick back light, like an animal's.

                                     LIZ
                         Go now.

               Myers ducks behind a rock as Liz's arms blaze with fire.

               The two approaching Sammaels are ready to pounce.

               On top of Hellboy, one of them turns its head, like a lion 
               hearing the hunter's gunshots. A staggering Hellboy sees 
               Liz's body shake in a surge of white-hot energy.

                                     HELLBOY
                              (weak)
                         Liz...

               The water at her feet blows away as a concave shockwave of 
               fire expands.

               The fire engulfs the creatures. Devours them all.

               INT. TUNNEL "B" - UNDERGROUND TUNNEL CAVERN AREA -  DAY

               The screen FADES TO WHITE and then...

               Silence, then a pulse. A high ringing tone. A heartbeat.

               Hellboy pushes away the half-cooked remains of two Sammaels. 
               The other creatures are little more than blackened bones. He 
               stumbles forward. No water left. Everything is half-buried 
               in a cracked, bone-dry bed of mud. Liz lies on the ground, 
               on her side, unconscious.

               Myers is alive, but too groggy to even acknowledge it. Weakly, 
               Hellboy turns around: In the eerie silence of his deafness, 
               he sees Grigory -- LAUGHING noiselessly, witness to an absurd 
               comedy.

               Ilsa approaches. And -- in a simple, brutal move -- hits him 
               with a hammer --

               FADE OUT / FADE IN

               OMIT

               INT. THE CATACOMBS - NIGHT

               Hellboy slowly comes to. He is chained to a massive wooden 
               yoke. He takes notice of his surroundings: a large church-
               like space, surrounded by funeral niches and statues holding 
               swords. High columns flank huge mechanical gears. An SOLAR 
               SYSTEM MODEL takes the place of an altar.

               Off to one side, Ilsa uses a hammer to destroy the timers on 
               the explosive belts.

               Next to the main nave, Myers is tied to a stone pillar. Under 
               his feet, a blood channel, leading to the immense stone slab 
               bought from Lapikov.

               Liz lies at Grigory's feet. He's dressed in a ceremonial 
               robe and holds his leather book open. His back to Hellboy, 
               he faces a mural of the angel Abbadon holding a key.

                                     GRIGORY
                         "And I looked and beheld an Angel, 
                         and in his hand the key to the 
                         bottomless pit..."

               Hellboy tenses, rage building. The yoke creaks, but doesn't 
               bend.

                                     GRIGORY
                              (gestures at the stone 
                              piece)
                         These were the words I heard as a 
                         peasant boy in Tobolsk. And now, the 
                         door -- Sent by the Ogdruh Jahad so 
                         that they might at long last enter 
                         our world.

                                     ILSA
                              (to Hellboy)
                         You are the key! The right hand of 
                         doom!

               Hellboy studies the stone sculpture, its three HAND IMPRINTS --

                                     ILSA
                              (triumphant)
                         What did you think it was made for? 
                         Open the locks.

               Hellboy stares at his huge right arm, as if for the first 
               time.

                                     MYERS
                         Don't do it!! Don't do it!!

               Ilsa kicks Myers in the face.

                                     ILSA
                         Silence!!

               The open dome above reveals the moon. An eclipse is beginning. 
               The altar's clockworks monitors its progress.

                                     ILSA
                         Imagine it: An eden for you and her --

                                     HELLBOY
                         No.

               Grigory turns to Hellboy.

                                     GRIGORY
                         No?
                              (reasonable)
                         In exchange for her life then, open 
                         the door.

               In torment, Hellboy, shakes his head: no.

                                     GRIGORY
                         As you wish.

               He leans over Liz, whispers in her ear: Her body arches, her 
               mouth emits a plume of energy. Grigory greedily inhales it. 
               Then she goes limp.

                                     GRIGORY
                         She's dead.

                                     HELLBOY
                         Noooo! Noooo!!!

               He struggles again. One of the cuffs snaps. He swats Ilsa 
               with his free hand. She stumbles backwards. Now Hellboy fights 
               to free his other hand. Indifferent, Grigory watches the 
               eclipse.

                                     GRIGORY
                         Her soul awaits on the other side. 
                         If you want her back...
                              (beat)
                         Open the door and claim her.

               His head and heart racing, Hellboy struggles for an answer. 
               Can't find one... the moon is almost totally eclipsed.

               He drops his gaze. His voice a hoarse whisper.

                                     HELLBOY
                         For her.

               Grigory moves close to Hellboy. Rips the rosary off his wrist. 
               It lands near Myers.

                                     GRIGORY
                         Names hold the power and nature of 
                         things. Mine for example. Rasputin: 
                         "The crossroads."
                              (beat)
                         And crossroads I have become.
                              (beat)
                         Your true name: Anung-un-Rama. Repeat 
                         it. Become the key.

                                     HELLBOY
                              (closing his eyes)
                         Anung-un-Rama...

               INT. CATACOMBS - NIGHT

               Hellboy's stone arm glows. Ancient symbols of fire burn the 
               stone. Flames momentarily engulf his body.

               INT. CATACOMBS - NIGHT

               Hellboy roars as his HORNS majestically burst forth! Out of 
               his mouth, energy and light boil like condensing breath on a 
               winter's night.

               Inebriated with power, the new PRINCE OF HELL smiles with 
               supreme arrogance. His shadow falls on the white marble of 
               the slab and mysteriously spreads over it until the stone 
               turns black as obsidian.

                                     MYERS
                         No!! Don't do it!! Listen to me!!

               HELLBOY inserts his enormous paw into the FIRST IMPRINT on 
               the stone slab -- CLACK!! He turns it, like a lock.

               A beam of crimson light shoot upwards into the sky.

               EXT. VIEW FROM THE CITY - NIGHT

               Visible from all over Moscow, the beam blazes to the moon! 
               The same phenomenon as in the prologue, but this time it's 
               more intense, with ripples and haloes.

               INT. THE OTHER SIDE - NIGHT

               Again, the infinite, starry space. Again, the OGDRU JAHAD. 
               The ruby beam pierces the darkness.

               INT. CATACOMBS - NIGHT

               Hellboy watches as the FIRST IMPRINT disappears. In its place: 
               a burning glyph.

               Myers struggles with his bindings. The rough hemp cuts his 
               skin, but he manages to free one hand.

               EXT. ON THE OTHER SIDE - NIGHT

               OGDRU JAHAD shifts, suddenly breaking free. Gelatinous limbs 
               uncurl, expand. Its enormity puzzles the eye, obscuring the 
               frame.

               INT. CATACOMBS - NIGHT

               Hellboy thrusts his hand into the SECOND IMPRINT. CLACK! He 
               turns it.

               Myers spots the broken rosary and reaches for it --

               INT. THE SKY - NIGHT

               IN THE STORM CLOUDS, LIGHTNING ILLUMINATES GARGANTUAN 
               TENTACLES REACHING INTO THE EARTHLY PLANE.

               INT. CATACOMBS - NIGHT

               Grigory drinks in the first signs of the arrival and laughs.

                                     GRIGORY
                         The final seal. Open it!

               Hellboy puts his hand inside, CLACK!!! Before he can turn 
               it, Myers reaches the rosary. Ilsa lunges at him. He clobbers 
               her full in the face. She staggers back and down.

                                     MYERS
                              (to Hellboy)
                         Remember who you are!!!

               He throws the rosary at Hellboy. Instinctively, Hellboy 
               catches it. It smokes in his hand.

               He tosses it away. It lands next to the explosive belts.

               Hellboy opens his palm, seeing the smoking, charred imprint 
               of the cross and beads. He looks over at Grigory.

               With a blood-curdling scream, Hellboy grabs his horns with 
               both hands, brutally snaps them off. Energy spews from the 
               stumps.

               He stabs Grigory with one of them. Grigory drops to his knees, 
               holding his stomach. Hellboy drops the blood-stained horn.

               The final lock disappears into the stone. The light flickers 
               and the connection with the moon is broken.

               Ilsa, licking her bloody lips, looks up. The sky is silent. 
               The thunderclouds are parting. The eclipse has ended.

               Grigory crumples in agony.

               The burning glyphs in Hellboy's stone hand dim down, his 
               features and body resume their usual shape. All is quiet.

                                     GRIGORY
                         You will never fulfill your destiny. 
                         You will never understand the power 
                         inside you.

                                     HELLBOY
                         I can live with that.

               He breaks Myers' chains, helps him up.

               INT. CATACOMBS - NIGHT

               Hellboy painfully takes Liz's limp body in his arms. Myers 
               stands by his side.

               He kisses her forehead, caresses her hair, then walks down 
               the steps.

               Myers steps on something. He looks under his foot: A smashed 
               GLASS EYE. Then... out of the silence, a WHISPER.

                                     GRIGORY
                         Child...

               Hellboy turns. Grigory, on his knees, smiles.

                                     GRIGORY
                              (dying)
                         Look what you've done --

               He looks up. In his empty eye socket, fleshy tendrils shift 
               lazily.

                                     GRIGORY
                         You've killed me -- an insignificant 
                         man... but you have brought forth a 
                         God.

               He uncovers his abdomen. Long, fleshy pseudopods spill out 
               of the wound, like intestines.

               A large entity erupts from Grigory's torso and claws the 
               air.

                                     GRIGORY
                         Behold, my master, Behemoth. Guardian 
                         of thresholds, destroyer of worlds.

               Covered in steamy slime, a seven foot, multi-tentacled shape --
               BABY BEHEMOTH -- lands on the stone slab. The squirming flesh 
               surges up like greasy pink foam. Growing exponentially by 
               the second.

               Ilsa kneels and embraces Grigory's corpse. Kisses him on the 
               mouth. A gargantuan tentacled shadow looms above them.

                                     ILSA
                         Hell will hold no surprises for us.

               A tower of flesh disdainfully crushes them both.

               INT. CATACOMBS - ADJACENT TUNNEL - NIGHT

               In a passageway, Hellboy carefully hands Liz's body over to 
               Myers.

                                     HELLBOY
                         Keep her safe. No matter what. I'll 
                         deal with whatever's back there.

                                     MYERS
                         Alone?

                                     HELLBOY
                         How big can it be?

               As if in response, a massive tentacle fills the tunnel, 
               reaching for him. Oil lamps hanging from the ceiling smash 
               onto HELLBOY´S head as he is pulled back at breakneck speed, 
               finally confronting --

               INT. THE CATACOMBS - NIGHT

               BEHEMOTH!!! The size of a house --

               Hellboy -- head smoking -- writhes in the grip of the 
               tentacle. It suddenly throws him toward the ceiling.

               As he arcs back down, ABM!! -- he cracks the floor wide open. 
               Next to him: the rosary and the EXPLOSIVE BELTS. He tries to 
               grab them. The tentacle slams down, blocking his way.

               The vibration sends the belts down into the crack. They bounce 
               off a small ledge and land further down. Far below, grinding 
               cogwheels and gears.

               Hellboy manages to pull a steel sword from the closest marble 
               statue.

               Hellboy stands up and swings the sword for all he's worth. 
               FWAP! He cuts clean through the tentacle. The tip hits the 
               floor, rolling into the crack.

               From out of Behemoth's stump... a mass of wriggling tentacles 
               replaces the cut-off section! They squirm around Hellboy's 
               face as he slashes, again and again, fighting his way forward.

               He leans into the crack, stretches his arm, struggling to 
               grab the belts. A few inches short. He jumps into the crevice, 
               onto the first ledge. It crumbles!!

               The gears below grind a few falling bricks. The belts slide 
               away.

               A tentacle captures Hellboy, pulls him up. At the last second, 
               he grabs the belts with his tail.

               The beast raises Hellboy high. A multi-layered mouth opens 
               in the body of BEHEMOTH. The most horrible proboscis ever 
               seen.

               Hellboy's tail passes him the belts.

               The timers on them are crushed. A spark spurts: Useless.

                                     HELLBOY
                         They never work --

               He wraps them around his stone arm.

                                     HELLBOY
                         Ugh -- Now, this is gonna hurt --

               He pulls the pin on all the explosives. BEHEMOTH drops him 
               into a squid-like beak and gulps him down.

               After a moment, a weird gurgle emanates from the creature's 
               innards. Then --

               INT. CATACOMBS - NIGHT

               A surge of light roils within the thing, outlining the pulpy 
               organs. The creature starts to burn.

               OMIT

               INT. CATACOMBS - NIGHT

               A chain reaction yields a cacophony of explosions as Behemoth 
               is enveloped in a cloud of fire, goo and soft flesh.

               Hellboy lands with a sickening, bone-crunching THUD!!!

               With a bellow, Behemoth goes down, the limp tentacles missing 
               Hellboy as they vanish in a blaze of energy and light. 
               Finally, just a few cinders of flesh float in the air.

               INT. CATACOMBS - NIGHT

               Hellboy stands, covered in goo. Two final shockwaves of light 
               ripple over the ground.

                                     HELLBOY
                         Ouch -- It did hurt.

               INT. ADJACENT TUNNEL

               Hellboy lurches into the passageway and spots Myers. Painfully 
               drags himself over. Liz's body is on the floor.

               Manning limps in from an adjacent room. Hellboy cradles Liz's 
               head in his huge hand. Holds her against his powerful chest 
               and whispers in her ear.

               A beat or two, then a moan.

                                     LIZ
                         In the dark -- I heard your voice -- 
                         What -- did you say -- ?

               He looks at her, lovingly caressing her hair.

                                     HELLBOY
                         "You, on the other side: let her go. 
                         Because for her, for her -- I'll 
                         die. I'll cross over."
                              (beat)
                         "And you'll be sorry I did."

               Myers smiles. Liz looks at Hellboy for the first time as 
               what he is: the man she loves. A warm, gentle fire rims her 
               body.

               Manning watches. Agent Myers smiles a sad smile, illuminated 
               by the flames.

               Hellboy and Liz kiss. The fire haloes them and builds as Tom 
               Waits' CINNY'S WALTZ fills the air.

                                                                  FADE OUT:

                                         THE END