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                 L E G E N D   O F   D A R K N E S S

                                  by

                          William Hjortsberg

      Reformatted by Zelos, Screenplays-Online.de, 16-Apr. 2004
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TITLES ROLL:

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

TITLES END:

                                                          DISSOLVE TO:

EXT.  FOREST GLADE - DAY

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


EXT.  HILLSIDE OVERLOOKING CASTLE - DAY

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

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


EXT.  DEEP WOODS - DAY

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

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

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

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

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

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

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

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

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

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

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

Jack spies the bouquet of wildflowers and reaches for it.

                         JACK
          These for me?

                         LILI
          If you like.

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

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


EXT.  ANOTHER PART OF THE FOREST - DAY

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

                         LILI
          You promised!

                         JACK
          Never.

                         LILI
          But you did... you did!

                         JACK
          I may have said perhaps...

                         LILI
          Liar!

                         JACK
          Or perchance...

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

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

                         JACK
                  (bitterly)
          Sport, indeed.

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

                         JACK
          Blackheart.  Aptly named.

                         LILI
          Oh, fie.  What about the unicorn?

                         JACK
          Unicorn?

                         LILI
          A promise is a sacred oath.

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


EXT.  A CLEARING BY A STREAM - DAY

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

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

                         JACK
          Stop complaining.

                         LILI
          A gentleman would offer water.

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

                         LILI
                  (shuddering)
          I detest serpents.

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

                         LILI
          What shall we do?

                         JACK
          Be patient.

They crouch together behind the shrubbery.

                         LILI
          Oh, dear.

                         JACK
          What's the matter?

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

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

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

                         JACK
          I'm not its master.

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

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


EXT.  DEEP WOODS - DAY

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

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

                         BARON
          What spoor have the hounds for us?

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

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

The Baron unstraps a crossbow from his saddle leathers.

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

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


EXT.  CLEARING - DAY

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

                         LILI
          How much longer?

                         JACK
          Shhh!

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

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

THE STREAM - LILI AND JACK'S POV

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

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

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

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

JACK AND LILI

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

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

                         JACK
          They rival the angels of paradise.

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

                         JACK
          Are you honest?

                         LILI
          Jack!

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

                         LILI
          He'll not flee if I show myself?

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

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

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

Jack turns to leave.

                         LILI
          Where are you going?

                         JACK
          To fetch your napkin.

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

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

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

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

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

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


EXT.  ANOTHER PART OF THE FOREST - DAY

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

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


EXT.  CLEARING - DAY

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

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

CLOSE ON LILI AND THE UNICORN

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


EXT.  EDGE OF THE CLEARING - DAY

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

                         BARON
          Hold!

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

BARON'S POV

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

THE BARON

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


EXT.  CENTER OF THE CLEARING - DAY

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

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

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

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

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

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

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

                         JACK
                  (furious)
          What happened?

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

                         JACK
          Who?

                         LILI
          My father and the Baron.

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

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

                         JACK
          They tricked you.

                         LILI
          My own father...

                         JACK
          How bad was the unicorn's wound?

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

                         JACK
          He did run?

                         LILI
          Oh, yes, and the mare with him.

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


EXT.  DEEP IN THE FOREST - DAY

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


EXT.  FOREST - DAY

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

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


EXT.  POND IN THE FOREST - DAY

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

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

                         LILI
          I don't want it on me.

                         JACK
          Its powers are strong.

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

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


EXT.  FOREST STREAM - DAY

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


EXT.  NEAR FOREST STREAM - DAY

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

HUNTER'S POV

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


EXT.  FOREST STREAM - DAY

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


EXT.  POND IN THE FOREST - DAY

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

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

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

          Came he at last to where bluebells grow,
          And he heard them ring, tis true to tell.
          And he lay him down and did not know
          The flower's sound was his own death knell.

          For while he slept came the lady fair,
          And gathered him up behind her saddle.
          Now, all ye young hunters, of bluebells beware;
          For Sweet William rode straight through
          the gates of Hell.


EXT.  RIVER ESTUARY - DAY

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

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

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

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

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


EXT.  POND - DAY

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

                         JACK
          Not even the birds sing sweet as
          you.

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

                         JACK
          Tis the truth.

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

                         JACK
          There's no happier thought under
          heaven.

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

                         JACK
          My lady mocks me.

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

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

                         LILI
          Oh, la...


EXT.  ESTUARY - DAY

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

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

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

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

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


EXT.  POND - DAY

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

                         JACK
          I'm afraid it may storm.

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

                         JACK
          Tis not fit for a princess.

                         LILI
          Be it fit for your wife, Green Jack?

                         JACK
          I have no wife.

                         LILI
          Then, perchance you'll me.

                         JACK
          If wishes were horses even beggars
          would ride.

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

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

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

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

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


EXT.  ESTUARY - DAY

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

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


EXT.  BENEATH THE SURFACE OF THE POND - DAY

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

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

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


EXT.  SKY - DAY

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


EXT.  ESTUARY - DAY

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

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


EXT.  BENEATH THE POND - DAY

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

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


EXT.  POND - DAY

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

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

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

                         JACK
          Lili... answer me... Lili...


EXT.  DEEPER IN THE FOREST - EVENING

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

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

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


EXT.  A TREE NOT FAR AWAY - EVENING

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

CLOSE ON LILI

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


EXT.  FOREST - EVENING

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


EXT.  OVERHANG - NIGHT

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

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

                         JACK
          What...?  Who's there?

JACK'S POV

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

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

A second odd LAUGH is his only answer.

JACK

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

                         JACK
          Who are you...?  Answer me!

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

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

                         JACK
          Gump, is it?

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

                         JACK
          I'm in no mood for dancing.

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

                         JACK
          Faerie ring?

                         GUMP
          To be sure.

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

                         GUMP
          A lively reel twill warm your bones.

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

                         GUMP
          Here be your partners, Jack.

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

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

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

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

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

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

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

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

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

                         JACK
          Enough!

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

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

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

                         JACK
                  (gasping)
          I meant no disrespect.

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

                         JACK
          And if I cannot?

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

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

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

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

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

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

                         JACK
          It's bluebells!

                         GUMP
          What!

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

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

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

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

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

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

                         GUMP
          You be our guest, Jack.

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

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

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

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

                         JACK
          I fear she's lost.

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

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

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

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


INT.  TUNNEL - NIGHT

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

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

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


INT.  SUBTERRANEAN HALL - NIGHT

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

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

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

Jack is properly awed.

                         JACK
          Tis splendid.  I feel I must be
          dreaming.

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

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

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

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

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

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

Gump snorts.

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

                         JACK
          What does she want from me?

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

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

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

                         GUMP
          Elderberry wine.  No finer drink
          under heaven.

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

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

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

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

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

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

All the faeries and goblins burst into raucous laughter.

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

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

                         JACK
          But... but, why?

                         GUMP
          Big question that, lad.  Why what?

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

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

                         JACK
          Don't you know?

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

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

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

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

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

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

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

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

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

                         JACK
          There must be an answer somewhere.

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

                         JACK
          Jenny Greenteeth?  Who's she?

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

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

                         JACK
          How is it this hag knows the truth?

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

                         JACK
          Will you lead me to her?

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

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


EXT.  FROZEN STREAM - DAY

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

CLOSE ON THE FROZEN STREAM

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

LILI

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

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


EXT.  WOODS BY ESTUARY - DAY

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

LILI'S POV

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


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

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

THE FAERIES

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

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

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

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


EXT.  JENNY GREENTEETH'S BOG HOLE - DAY

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

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

                         JACK
          Are we here?

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

                         JACK
          What do I do?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                         JENNY
          What's this now?

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

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

                         JACK
          They call me Green Jack, ma'am.

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

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

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

                         JENNY
          Think me fair, do you, Jack?

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

                         JENNY
          The moon is too round of face,
          methinks.

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

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

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

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

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

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

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

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

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

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

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

                         JACK
          How do I get the horn back?

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

                         JACK
          Where do I find the Baron's castle?

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

                         JACK
          Not very precise directions.

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

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

                         JENNY
          Ask away, sweet man.

                         JACK
          What became of the princess?

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

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

                         JENNY
          Is she fair, this princess?

                         JACK
          Exceeding fair.

                         JENNY
                  (angry and jealous)
          As fair as me?

                         JACK
          Twould be to compare one star with
          another in the summer sky.

                         JENNY
          She's dead!

                         JACK
          No!

                         JENNY
          Dead, dead, dead.

                         JACK
          I don't believe you.

                         JENNY
          Far as you're concerned she's dead,
          believe it or not.

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

                         JACK
          This is sad news, be it true.

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

                         JACK
          Tis not the time to speak of cheer.

                         JENNY
          You'll visit again?

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

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

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

                         JACK
          The princess is dead.

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

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

                         GUMP
          Aye.  Black Baron's mischief.

                         JACK
          If the horn be restored the curse is
          ended.

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

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

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

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

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


EXT.  LINDFARNE MOUND - DAY

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

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

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

                         JACK
          Have we turned grave-robber, then?

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

                         JACK
          And who might that be?

                         GUMP
          No less a creature than the
          Lindfarne Worm.

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

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

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

                         JACK
          Knaves and robbers...


EXT.  TOP OF MOUND - DAY

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

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

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

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

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

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

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

                         OONA
          Courage, Jack.

                         JACK
                  (blushing)
          I pray God grants it me.

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

Embarrassed, Jack slides from sight into the hole.


INT.  MOUND - DAY

The tomb is  vast, like the  arched dome of  a cathedral. The  curving
sides are built from exquisitely fitted blocks of stone,  moss-covered
and dripping moisture.

Suspended like a dangling spider on his filament, Jack slides down the
rope into the drifting smoke.

JACK'S POV

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

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


INT.  MOUND FLOOR - DAY

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

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

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

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

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

JACK'S POV

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

JACK

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

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

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

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

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

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

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

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

                         DRAGON
          What?  Speakee loud!  No hear velly
          good.

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

                         DRAGON
          You come stealee tleasoo?

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

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

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

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

                         JACK
          Cathay?

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

                         JACK
          East of Mercia?

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

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

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

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

                         DRAGON
          Flozen foleva not good.

                         JACK
          It's terrible.

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

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

                         DRAGON
                  (roaring)
          You come stealee tleasoo?

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

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

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

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

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

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

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

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

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

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

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

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

THE ROPE FROM ABOVE

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

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

                         OONA
          Oh dear... oh dear...

GUMP'S POV

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

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

JACK AND THE DRAGON

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

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

GUMP

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

                         GUMP
          Filthy worm!  Have a taste o' that!

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

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

JACK

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

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

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

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

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

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

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

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

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

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


EXT.  FROZEN FOREST (C.U. RABBIT)

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

LILI

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

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

C.U. LILI

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

PULL BACK

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

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

BARON

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

                         BARON
          A child of nature... How delightful.

LILI'S FLIGHT

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

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

BARON AND LILI

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

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

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


INT.  LINDFARNE MOUND - DAY

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

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

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

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

                         JACK
          Better we eat him than the other way
          round.

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

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

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

                         JACK
          By the grace of God.

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

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

                         SCREWBALL
          They don't come no sharper.

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

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

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

                         SCREWBALL
          The fastest in the world.

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

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

Jack smiles:  this is a happy truth.

                         SCREWBALL
          She be fastest now.

                         OONA
          Can you find her, Jack?

                         JACK
          I know where to look.


EXT.  GLADE IN FOREST - DAY

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

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

                         JACK
          Shhhh!

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

                         SCREWBALL
          Sorry.

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

                         JACK
          This is not the time for squabbling.

                         OONA
          Sorry.

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

                         SCREWBALL
          What do we do now?

                         JACK
          We wait.

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

                         GUMP
          Shhhh!

                         OONA
          You shush.

                         JACK
          What is it?

                         GUMP
          Something's coming.

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

JACK'S POV

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

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

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

JACK AND THE FAERIES

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

                         GUMP
          Pregnant, is she?

                         JACK
          It would appear so.

                         OONA
          How wonderful.

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

                         GUMP
          Wolves!

                         OONA
          No!

                         SCREWBALL
          They want the mare.

Jack draws his gleaming sword.

                         JACK
          Damn them!

                         GUMP
          Careful, lad.

The wolves' HOWLING grows LOUDER.

                         JACK
          Evil brutes.  Shant work their
          mischief here.

GLADE

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

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

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

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

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

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

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

SCREWBALL IN TREETOP

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

                         SCREWBALL
                  (calling out)
          Steady, Jack.

Screwball draws his bow, aims quickly, and shoots.

JACK

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

Jack waves gratefully at the faerie.

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

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

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

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

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

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

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

                         GUMP
          Well done, lad.  Stout heart.

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

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

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

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

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

                         OONA
          Oh, look!

THE UNICORN - OONA'S POV

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

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

FAERIES AND UNICORN

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

                         GUMP
          A wee stallion.

Jack drops to his knees before the mare.

                         JACK
          Praise be to God.

                         SCREWBALL
          Small miracles better than no
          miracles...

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

                         JACK
          No fear of that now.

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

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

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


EXT.  FAERIES' CAMP - DAY

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

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

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

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

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

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

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


EXT.  HILL ABOVE CAMP - DAY

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

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

                         JACK
          The colt's still too small.

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

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

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

                         JACK
          Save your mischief for the Black
          Baron.

                         GUMP
          Aye!  That too.

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

                         GUMP
          I'll drop a cow on the knave!

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

They laugh together, feeling confident.

                         GUMP
          Fine-looking army.

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

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

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

                         GUMP
          Track the demon to his lair.

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


EXT.  THE FROZEN WOODS - DAY

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

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

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

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

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


EXT.  ESTUARY - DAY

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

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

THE DEAD UNICORN

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

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

C.U. RAVEN

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

                         HARPY
          Beware... beware...

The harpy takes wing, CROAKING.

JACK

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

                         GUMP
          Trouble, Jack?

Jack points at the raven flying high over the treetops.

                         JACK
          We must follow that bird.

                         GUMP
          Whatever for?

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

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

                         JACK
          I'm sure.  It spoke to me.

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

                         JACK
          Beware.

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

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


EXT.  EDGE OF THE FOREST - DAY

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

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

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

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

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

                         SCREWBALL
          Laugh's better'n stubbing your toe.

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

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

                         WORRIED ELF
                  (pointing)
          Look!

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

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

                         NERVOUS GOBLIN
          Over there!  Another!

                         WORRIED ELF
          This is sorcerer's work!

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

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

                         SCREWBALL
          Help!  Jack!  Gump!  Preserve poor
          me!

The other two faeries are quick to follow.

                         NERVOUS GOBLIN
          Wait!

REAR OF COLUMN

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

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

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

                         GUMP
          Good plan that.

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

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

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

                         GUMP
          Barely living, from the looks of it.

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

                         NERVOUS GOBLIN
          This is evil!  Black magic!

                         WORRIED ELF
          Sorcery!

                         JACK
          Where?

                         SCREWBALL
          Up ahead!

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

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

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

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


EXT.  DEFORMED TREES - DAY

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

                         SCREWBALL
          You see!  You see!

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

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

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

Jack points to several tree stumps shaped like frantic hounds.

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

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

Jack draws his gleaming sword.

                         JACK
          This is ogre's magic.

                         GUMP
          Blackheart?

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

                         GUMP
          Foul fellow, this Couer de Noir.

                         JACK
          The foulest.  Mayhap I can cut them
          free.

                         GUMP
                  (shouting)
          Jack, don't!

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

                         JACK
          Dear God, forgive me.

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

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

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

                         JACK
          Hurry!  Gump, lend a hand.

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

                         GUMP
                  (grunting)
          Worse than the battlefield.

                         JACK
          What know you of fields of war?

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

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

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

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

                         JACK
          Stealing his arms?

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

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

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


EXT.  SKY - EVENING

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

C.U. BIRD

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

OONA'S POV

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

OONA AND THE BIRD

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


EXT.  FOREST TRAIL - EVENING

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

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

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

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

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

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

                         SCREWBALL
          Ogg lives there...!  And Thurgis!

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

                         JACK
          Good.

                         GUMP
          Beyond Devil's Needle, all is
          unknown.


EXT.  CAVE MOUTH AT BASE OF NEEDLE - EVENING

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

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

                         JACK
          Twould appear other travelers
          precede us.

                         GUMP
          Nay, Jack, tis not what you're
          thinking.

                         JACK
          I trust our own welcome will be more
          hospitable.

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

Jack stoops, picking a skull off the ground.

                         JACK
          And this?  Some of their handiwork?

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

                         JACK
          Better to kill than be disturbed.

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

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

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

                         SCREWBALL
          What care the bones when the soul is
          free?

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

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

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


INT.  CAVE - EVENING

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

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

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

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

                         JACK
          Nice piece of work.

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

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

                         GUMP
          See?

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

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

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

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

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

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

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

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

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

                         OGG
          Who might these friends be?

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

Gump nods at Jack who bows politely.

                         JACK
          Honored to make your acquaintance.

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

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

                         OGG
          Thought the weather terrible of
          late.

                         GUMP
          We seek to undo the curse.

                         SCREWBALL
          Gonna make ogre-stew!

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

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


INT.  FURTHER ALONG THE CAVE - NIGHT

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

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

                         JACK
          My God!  Look!

                         GUMP
          Something the matter?

                         JACK
                  (pointing)
          Ogg's footprints!

C.U. FOOTPRINTS

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

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

JACK AND GUMP

                         GUMP
          Dwarves be very sensitive about
          their feet.

                         JACK
          Certainly understandable.

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

Far down the passage, Ogg waves his arm impatiently.

                         OGG
                  (calling)
          Step lively now!

                         JACK
          His feet shall never cross my lips.

                         GUMP
          I should hope not!

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

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

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


INT.  DWARVES WORKSHOP - NIGHT

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

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

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


INT. THURGIS' FORGE - NIGHT

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

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

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

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

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

                         JACK
          Oh, but I have.

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

                         THURGIS
          How came you by this blade?

                         JACK
          I slew the Lindfarne Worm with it.

                         GUMP
          Jack's a grand champion.

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

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

                         JACK
          The Avatar.  I like the sound of it.

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

Jack runs his thumb over the weld.

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

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

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

                         THURGIS
          Uhm... fine work.

                         JACK
          Achilles wore it before the gates of
          Troy.

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

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

Jack slides the sword back in its scabbard.

                         JACK
          I pray always to be worthy of it.

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

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

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

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


INT.  JACK'S SLEEPING NICHE - NIGHT

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

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

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

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

                         JACK
          God protect you, Honeythorn Gump.

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

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

                         OONA
          Do you always sleep with your sword,
          Jack?

Oona kneels beside his bedside.

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

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

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

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

                         JACK
          I'd be honored.

                         OONA
          Only that?

                         JACK
          And charmed, of course.

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

                         JACK
          I had no thought of offending you,
          Oona.

                         OONA
          Do I not please you, Jack?

                         JACK
          In every way.

                         OONA
          And am I not fair?

                         JACK
          Wondrously so.

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

                         JACK
          That was in jest.

                         OONA
          Jest with me then.

                         JACK
          How so?

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

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

                         OONA
          And sweet?

                         JACK
          Sweeter than bee pollen on a summer
          wind.

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

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

                         JACK
          Nay, Oona, tis not possible.

                         OONA
          A faerie's love makes anything
          possible.

                         JACK
          I'm promised to another!

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

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

                         JACK
          Lili!

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

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

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

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

Furiously, Jack thrusts her aside.

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

C.U. OONA/LILI

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

                                            CUT TO:

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

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

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

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

                         BARON
          My generosity is not so large as
          that.

                         LILI
          What do you want with me?

                         BARON
          Your love.

                         LILI
          Your words sting more sharply than
          your whip.

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

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

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

                         LILI
          But I'm hideous!

                         BARON
          You're magnificent.

                         LILI
          Grotesque... monstrous...

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

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

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

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

                         LILI
          God protect me.

                         BARON
          Not from me, surely...

                         LILI
          You... you're a beast!

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

                         LILI
          And you... are you not also afraid?

                         BARON
          I am afraid of nothing.

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

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

                         LILI
          Protection?

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

                         LILI
          Like some vile toadstool.

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

                         LILI
          Do you feed on mice and rats?

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

                         LILI
          Why have you brought me here?

                         BARON
          To be my bride, of course.

                         LILI
          I'd soon die.

The Baron uncoils his sinister whip.

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

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

                         LILI
          Damn you!

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

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

                         LILI
                  (laughing)
          Toadstool!

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

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

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

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

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

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

                         LILI
          Do it now!

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

The Baron slashes Lili cruelly with the whip.  She CRIES OUT in pain.

                         BARON
          Not as sweet as my caress.

The Baron strikes her again.

                         LILI
          Jack... Oh, Jack... Help me...

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

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

                                            DISSOLVE TO:

INT.  JACK'S SLEEPING NICHE - NIGHT

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

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

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

                         JACK
          Please...

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

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

Oona rises in a rage.

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

                         JACK
          And as barren of love as stone.

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

                         JACK
          Be fair, Oona.

                         OONA
          You beware, Jack!  You and your
          porridge-pot heart!

There  is a  bright whirlwind  of faerie  light, and  in a  brilliant,
pyrotechnic moment, Oona is gone.

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

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

                         JACK
          Hard enough to fathom a women's
          mind, what chance has one with a
          faerie?

Jack blows out his candle.  Blackness.


INT.  CAVE MOUTH - DAY

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

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

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

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

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

Thurgis hands the gleaming shield up to Jack.

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

Jack straps the shield over his back.

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

Ogg steps forward and hands two glittering objects to Gump.

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

                         GUMP
          We be honored, friend Ogg.

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

                         JACK
          You're with us in battle.

                         THURGIS
          May God protect you.

                         OGG
          Aye, and valor select you.

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

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

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

                         JACK
          Onward to victory!

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


EXT.  DEEP IN THE FOREST - DAY

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

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

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

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

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

                         JACK
          Gump, look!

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

                         GUMP
          God's blessing.

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

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


EXT.  DEFILE IN CLIFFS - DAY

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

                         GUMP
          What make ye of that, Jack?

                         JACK
          It bodes evil.

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

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

                         JACK
          Heading north still?

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

                         GUMP
          Is it a net, then?

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

Oona flies rapidly away, straight towards the web.

                         JACK
                  (alarmed)
          Wait!

                         GUMP
          Willful creature, that one...

OONA'S FLIGHT - JACK POV

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

OONA IN WEB

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

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

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

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

JACK AND THE FAERIES

Jack draws his sword, calling to his troops.

                         JACK
          Hurry!  Save her!

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

                         JACK
          Lance!

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

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

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

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

The goblin archers rush forward shouting towards the cliff.

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

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

THE WEB

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

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

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

JACK AND THE BEETLE

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

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

THE ARCHERS

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

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

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

JACK AND THE BEETLE

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

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

THE MARE UNICORN

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

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

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

ARCHERS AND WASPS

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

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

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

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

JACK AT THE WEB

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

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

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

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

Jack carriers the silken-wrapped Oona back down.

JACK AND FAERIES

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

                         GUMP
          Well done, lad.

                         SCREWBALL
          Three cheers for our champion.

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

                         GUMP
          Is she... dead?

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

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

                         JACK
          We'll find it.

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

                         JACK
          Heading true north.  We continue in
          that direction.

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

                         JACK
          We'll trust in faith, Gump.

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

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

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

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

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


EXT.  DEFILE - DAY

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


EXT.  BARON'S CASTLE - NIGHT

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                            DISSOLVE TO:

EXT.  FOREST - DAY

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

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

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

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

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

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

JACK'S POV

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

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

JACK AND GUMP

Jack draws his gleaming sword.

                         GUMP
          Wait, Jack.

                         JACK
          Nay.  This time we strike first!

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

                         GUMP
                  (shouting)
          Jack, no!

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

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

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

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

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

                         JACK
          I'm sending you back to Hell!

Gump gallops up breathlessly on the colt.

                         GUMP
          Hold, Jack!  Don't strike!

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

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

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

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

                         JACK
          Is he a friend, then?

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

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

Jack relents and sheathes his terrible sword.

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

                         JIMMY
          The Black Baron, you say?

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

                         JACK
          But seem to have gotten lost on the
          way.

                         JIMMY
          Lost?

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

                         JIMMY
          Jimmy Squarefoot no lost.

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

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

                         JACK
                  (laughing)
          Simple as that, eh?

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

                         JACK
                  (bewildered)
          You do know where it is?

                         GUMP
          Hear him out, Jack.

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

                         JACK
          Can you show us the way?

                         JIMMY
          To Castle Couer de Noir?

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

                         JIMMY
          That very nice.

                         GUMP
          Will you do it, Jimmy?

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

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

                         JIMMY
          You follow.

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

                         JACK
          Can we trust him?

                         GUMP
          No... but what choice have we?

                         JIMMY
          Follow Jimmy Squarefoot.

Jack waves his arms, signaling the troops to advance.

                         JACK
          On to Castle Couer de Noir!

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


INT.  DUNGEON - BARON'S CASTLE - NIGHT

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

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

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

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

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

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

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

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

The Baron slashes at her with the whip.

                         LILI
          No more... please...

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

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

The Baron coils his whip.

                         BARON
          Sweet Princess, you begin to sound
          most reasonable.

                         LILI
          What do you want from me?

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

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

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

                         LILI
          Oh, yes...

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

                         LILI
          And then?

                         BARON
          Yes?

                         LILI
          What will become of me then?

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

                         LILI
          I see...

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

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

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

                         LILI
          I don't expect you'd understand.

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

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

                         LILI
          You're a beast!

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

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


EXT.  CAMP IN THE FOREST - NIGHT

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

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

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

                         JACK
          The chill is worse this night.

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

                         JACK
          A castle's but stone and mortar --

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

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

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

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

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

                         JACK
          Give in to despair and all is lost.

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

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

                         GUMP
          Aye, so long as you're not too
          greedy for the bait.

                         JIMMY
          Plenty treasure inside... Jimmy seen
          it once.

                         JACK
          You've been inside?

                         JIMMY
          In a dream.

                         JACK
          Don't speak to me of dreams!  I feel
          I've been dreaming since the unicorn
          was killed.

                         GUMP
          That be so, better you pinch
          yourself now, Jack.

                         JACK
          On the morrow I'll be awake enough
          to see if dreams come true.

                         GUMP
          Pray they don't turn out to be
          nightmares.

Jack  ponders  this  morbid  thought as  he  and  is  companions stare
silently into the dwindling fire.

                                            DISSOLVE TO:

EXT.  FOREST CAMP - MORNING

The dying embers of the campfire  CARRY OVER and BLEND into the  blood
-red blaze of the rising sun.   Swathed in mist and fog, the  day star
gleams dully, like the glowing eye of some half-mad creature.

VARIOUS ANGLES

The faerie  warriors prepare  for battle.   Moving like  ghosts in the
mist, they gather  weapons and carefully  hone their swords  and spear
-tips.

SOUNDS of  HAMMERING and  CHOPPING, as  the elves  and goblins work at
building ladders and siege equipment.

A pair of faeries  fits together a catapult,  the parts of which  were
painfully transported all this distance.

Jack and Gump stand on a  small rise overseeing the activity.  As  the
sun's warmth dispels  the mist, the  massive walls of  Castle Couer de
Noir materialize before them.

CASTLE - JACK AND GUMP'S POV

Shreds of mist are stripped away by the wind, like dead flesh  peeling
from a corpse, as the true nature of Castle Couer de Noir is  revealed
for the first  time.  The massive  walls of the  deformed fortress are
constructed not  of blocks  of stone  but with  human bones.  Like the
catacombs of  Paris, the  skulls and  bones, millions  and millions of
them, are arranged in  geometric and decorative patterns,  stacked one
upon the other, an ossuary reaching to the sky.

                         JACK (O.S.)
          The battlements of Hell...

GUMP AND JACK

The Green Man and the faerie stare in mute horror at the walls of  the
castle.  The monstrosity of the evil dwarfs them.

                         GUMP
          Tells you something 'bout him what
          lives there...

                         JACK
          We'll need more siege machinery and
          longer scaling ladders.

                         GUMP
          Why not mine the damned walls?

                         JACK
          We do both.  Our frontal attack a
          diversion whilst we drive a tunnel
          under...

Gump is cheered by Jack's decisiveness and the boldness of his plan.

                         GUMP
          I'll set the dwarves to digging.

Gump hurries off down the hill, muttering and chuckling to himself.

                         GUMP
          Together unto the breach... storming
          the bastions of darkness...


EXT.  CASTLE TOWER - DAY

His black cloak whipping in  the wind, masked and gloved,  the unicorn
horn mounted as  a sword and  strapped at his  side, the Baron  stands
gazing down from his tower at the frenzied faerie activity below.   At
his  side  are two  FISH-  HEADED DEMONS,  made  more hideous  by  the
deformed armor they wear.

                         BARON
                  (laughing)
          An army of mites... see them
          scurry...

THE FAERIES - BARON'S POV

From the height  of the tower,  the faeries indeed  seem to be  mites,
frenzied in their tiny activity.   A battery of catapults is  aligned,
scaling  ladders laid  out in  even rows.   Gump barks  orders as  the
faerie soldiers form ranks.

                         BARON (O.S.)
          Even a wolf has fleas...

BARON AND DEMONS

The Baron leans against the parapet, the armored demons at his side.

                         1ST DEMON
          Why so few?

                         BARON
          Faith.

                         2ND DEMON
          What?

                         BARON
          Delusion... a kind of magic which
          works against the magician.

                         1ST DEMON
          Fool's magic.

                         BARON
          Precisely.  Faith has persuaded them
          a pygmie with a sling can kill an
          armed giant.

                         2ND DEMON
          Dumb magic.  Giant smash peewee.

                         BARON
          Always.

                         2ND DEMON
          We go out, smash 'em now?

                         BARON
          No.  Smashing is not required.  I
          have a surprise for our tiny
          invaders... Raise that hatch!

The Baron  points to  an iron  grill covering  a skylight.  The demons
scuttle over and lift it off.  Immediately, the DRONE of thousands  of
tiny wings is HEARD within.

                         1ST DEMON
          I love surprises.

The  DRONING grows  LOUDER and  LOUDER until  a dark  swarm of  fanged
frog/bats rushes from the keep like a dark whirlwind.

                         2ND DEMON
          Birdies... pretty...

                         BARON
          I doubt the faeries will admire
          their beauty... Come, this will be
          fun to watch.

The demons lurch back to the  parapet, peering over with the Baron  as
the black cloud of SCREAMING frog/bats descends like an angry  tempest
on the faeries gathered below.


EXT.  FOREST CAMP - DAY

A FANFARE of trumpets as the  faerie soldiers form ranks on the  plain
before Castle  Couer de  Noir.  Rows  of catapults,  siege towers  and
scaling ladders are arranged along  the edge of the icy  forest.  Gump
strides up and down in his armor before the assembling troops, barking
orders like a sergeant-major.

                         GUMP
          Step lively now...!  Pick up the
          pace, lads... This is war, not baby-
          pinching or curdling milk...

Splendid in his armor, Jack rides the unicorn in review as the  faerie
soldiers stand in proud formation before him.

                         JACK
          Well done, Gump.  A braver-looking
          host I can't imagine...

                         JACK
          Men, I'm not much on pretty
          speeches.  In a short while, the
          heat of battle will test us all, and
          I know that each of you will prove
          true and --

Jack is interrupted  by the DRONE  of thousands of  wings growing EVER
-LOUDER.  A shadow falls across the assembled soldiers.  Jack looks up
to see the cause.

THE SKY - JACK'S POV

Like a tornado of utter evil, the dark storm cloud of frog/bats swirls
down from  the castle  tower, their  high, falsetto  SCREECHING rising
above the DRONE of wings.

                         JACK (O.S.)
          What calamity be this?

THE FAERIE TROOP

The  cloud  of  fluttering  frog/bats  envelops  the  ranks  of faerie
soldiers.  Fluttering, screaming, the tiny winged creatures swarm into
the ranks biting and scratching.  The faeries strike futilely at  them
with swords  and spears.  It is  like fighting  gnats with a teaspoon.
There  is no  way to  keep order.   In a  moment, it's  every man  for
himself.  The formation is broken.

VARIOUS ANGLES

Screwball has a frog/bat attached to his face, the tiny teeth ripping.
He tears at  the creature and  falls to the  ground, rolling over  and
over and SCREAMING in pain.

A frog/bat zooms down on Gump.  SEEN C.U., the gaping frog-mouth  with
its row of needle-sharp teeth is genuinely terrifying.

Gump is already having problems with a half-dozen clinging  frog/bats.
They bite and tear through his clothing as he swats at them.

The entire  formation of  faerie soldiers  is in  disarray. They  mill
about in frantic confusion,  helplessly fighting the swirling  myriads
of frog/bats surrounding them.

In his armor, Jack  is relatively well-protected from  the infuriating
creatures.  Sword in hand, he hacks flying frog/bats from the the  air
as skillfully as  a tennis player  returning a serve.   Several of the
evil winged creatures land on  the unicorn's rump, biting and  drawing
blood.  Sapphire rears and whinnies in fear and pain. Jack swats  them
off with his free hand, doing his best to
soothe his mount at the same time.

                         JACK
          Easy girl... easy now, Sapphire...
          calm yourself, they're no worse than
          horse-flies in summer...
                  (calling out)
          Men!  Defend yourselves...!  Form a
          shield wall... hurry!  Form a shield
          wall!

THE FAERIE TROOP

Struggling in panic against the aerial onslaught of the frog/bats, the
faerie  soldiers  take heart  from  Jack's command.   They  rally with
encouraging cries of:  "Come on  lads, hop to it."  "Get  your shields
up."  And "All together now, form the wall."

The  savage  flying cloud  continues  its torment  as  the beleaguered
faeries muster together and form  a large shield wall.  The  troops in
the center lift  their shields above  their heads, forming  an armored
ceiling against the dive-bombing frog/bats.  The outer perimeters  are
also  ranked with  over-lapping shields.   The entire  phalanx closes
itself in behind a solid wall of iron shields.

Jack and  Gump, among  the last  to join  the formation,  hurry to its
protection as the fury of the frog/bats swirls about them.  Jack jumps
down  from  the  unicorn  and  pulls  his  mount  with  him  under the
protection of the shield
wall.


INT.  UNDER THE SHIELD WALL - DAY

Jack urges  Sapphire to  kneel among  the troops.   He wipes the blood
from her flanks and calms her.

                         JACK
          Down girl... kneel, my darling...
          it's all right now... you're safe in
          here.

A steady, gong-like  CLANGING resounds under  the shield wall.   It is
the  SOUND  of hundreds  and  hundreds of  frog/bats  diving into  the
uplifted shields.

Gump, his clothing torn and face bloodied, crawls over to Jack between
the stalwart shield-holders.

                         GUMP
          A fine mess this is... horrid,
          nipping creatures... What do we now,
          Jack?

                         JACK
          Defend ourselves.  We've bested far
          worse already.

                         GUMP
          Easily spoken...

                         JACK
          Don't loose heart... Assemble the
          archers.  Have everyone not holding
          a shield man a bow.  Shoot the
          damned things as they fly.

                         GUMP
          There aren't enough arrows.

                         JACK
          Never mind.  Just do it!  Retrieve
          the arrows somehow.

Gump thinks  it's helpless  but nevertheless  musters up  a determined
expression and begins barking commands in his most military manner.

                         GUMP
          Here we go then, lads.  You heard
          Jack.  Every man with a bow, front
          and center... Aim up through the
          shields.  Send these damn gad-flies
          to hell...

The  archers  scramble  into  position,  kneeling  between  the shield
holders and aiming up through  the intervening spaces at the  frog/bat
tempest fluttering above them.


EXT.  CASTLE TOWER - DAY

The Baron  and the  demons watch  the frenzied  commotion below.   The
Baron enjoys the spectacle immensely.

                         BARON
                  (laughing)
          Fight's over before it's begun...
          soon the survivors will be in full
          retreat.

                         1ST DEMON
          Then we smash 'em?

                         BARON
          Anything left for smashing you may
          happily smash.

                         2ND DEMON
          We watch... good fun...

                         BARON
          Indeed, the best of fun... Enjoy
          yourselves.

The Baron wraps his cloak about him and starts for the stairs.

                         1ST DEMON
          You go?  Not watch fun?

                         BARON
          I have something far more pleasant
          awaiting me.

                         2ND DEMON
          More fun win battle?

                         BARON
          This is another victory, my friends.
          What began with the lash shall be
          concluded with a caress.

                         2ND DEMON
                  (leering)
          You go to lady now?

                         BARON
          To finish last evening's delightful
          work.

                         1ST DEMON
          We come watch... we come watch...

                         BARON
          Nay.  This is a private affair, no
          audience welcome... Better you watch
          the dismantling of our enemies...
          and, look you, see the moat is set
          aflame.

                         1ST DEMON
          Fire moat... why do that?

                         BARON
          Purely a precaution...

The Demons bow low.

                         DEMONS
          As you command, sire...

The Baron stalks off, sweeping down the circular stairs into the keep.


INT.  CASTLE PASSAGEWAY - DAY

The  passage is  dark and  windowless, lighted  by occasional  flaming
torches.  The Baron strides the length of the hall.  He strips off his
protective black garments, casting  them aside in his  impatient lust.
First, the heavy  gloves, then the  wolf-mask, last, with  a flourish,
the floor-length midnight cloak.

Stripped to a simple under-gown, the Baron pauses before a thick  iron
-bound  door.  He  is panting  now, his  nostrils dilated,  flecks of
spittle frothing his whiskers.  His eyes narrow as he flings open  the
unbolted door and steps forward into darkness.


INT.  UNDER THE SHIELD WALL - DAY

Beneath the  shield wall  is a  world of  shadows, the shield- bearers
dark and solid  as tree trunks;  the archers moving  between them like
silhouettes  of Sagittarius.   Beams of  light stab  down through  the
openings.  The  archers kneel,  aim and  fire upwards  into the light.
The DRUMMING of dive-bombing frog/bats rumbles like thunder.

The archers encourage one another with boasts and compliments.   "Good
shot."  "Right between the eyes!" "Bullseye!"  etc. etc.

Screwball kneels and fires next to Jack and Gump.

                         SCREWBALL
                  (muttering)
          Steady... steady...
                  (he fires)
          There!  Straight on... straight...
                  (his eyes widen with
                   delight)
          Bloody marvelous shot!

Something CLANGS on the shields above.  Screwball's arrow drops at his
feet.  Three frog/bats are impaled upon the shaft like shishkabob.

Screwball grabs up the arrow and waves his trophy in front of Jack and
Gump.

                         SCREWBALL
          Look at that shot!  Three at once!
          I can't miss!

                         GUMP
          Very thrifty.  Even got your arrow
          back.

All at once, a bright BLAZE of orange LIGHT brightens the interior  of
the shield wall.

                         SCREWBALL
          Sweet slippers of Oisin!

                         GUMP
          They've fired the moat!

                         JACK
          Water doesn't burn...

                         GUMP
          And frog don't fly and bite like
          tomcats.  It be magic, Jack...
          powerful ogre's magic.

                         JACK
          There isn't much time!

                         GUMP
          Been telling you that all along,
          lad.

                         JACK
          What magic have we on our side?

                         GUMP
          Faerie magic's no match for a
          sorcerer's power... We have Ogg's
          gifts, the key and the --

                         JACK
          That's it!  The unbreakable line!
          We'll tie it to an arrow and fire it
          up into the timbers above the
          portculis... then, I'll climb up
          and chop down the drawbridge.

                         GUMP
          Will you chance a miss?

                         JACK
          There must be some way to get it up
          there.

Gump eyes Screwball, aiming through  the shield-wall, and a sly  smile
spreads across his elfin features.

                         GUMP
          Now, Jack, methinks I have the
          perfect solution...


EXT.  PLAIN IN FRONT OF CASTLE - DAY

A wall  of bright  flames surrounds  the macabre  walls of the Baron's
castle, the black smoke blending with the swirling cloud of frog/bats.
Cowering  beneath all  this fury,  the faeries'  shield wall  seems a
meager fortress at best.


INT.  BARON'S BEDROOM IN CASTLE - DAY

It is very dark.  A small fire on the hearth provides the only  light,
casting bold, flickering shadows across the spartan chamber.

Something moves in the shadows.  Something sleek and swift.  There  is
another movement, sensual and predatory; a hunting animal.

The shadows dance;  animal forms glide  through the flickering  light.
They are not hunting, but  mating. Their fur shines in  the firelight.
Tails SWISH in erotic sinuosity.  The low, growling MOAN of their love
language is the SOUND of pure, primal pleasure.

Glimpsed through the shadows, the sensuous sliding animal movement  of
the Baron  and Lili  becomes a  passionate ballet.   Their dark bodies
writhe and merge, a collision of clouds -- the mating of shadows.

Lili is  no victim  here, but  a willing  and eager  participant.  She
seems utterly  feminine and  feline, her  back arched,  a vibrant MOAN
purring from her throat.

The Baron mounts her, proud as a stallion, and their rhythmic coupling
casts lyric shadows across the bare stone walls.


EXT.  SHIELD WALL - DAY

Drifting smoke  swirls over  the uplifted  shields as  Jack, Gump  and
Screwball break from  the cover and  protection of the  phalanx.  They
sprint across the  open plain.  The  smoke covers them.   Their escape
goes unnoticed by the furious frog/bats.


EXT.  EDGE OF FOREST - DAY

At the crest of the hill where the plain meets the wooded forest,  the
faeries' siege machinery stands  in martial ranks facing  Castle Couer
de Noir.  A row of catapults is front and foremost.  Jack and Gump run
up  the  hill towards  the  engines of  war.   Screwball lags  behind,
complaining.

                         SCREWBALL
          Why me, that's all I ask...?  Why
          not Gunner or Floki...?  Someone who
          doesn't bruise so easy...

Screwball reluctantly joins the others at the first of the catapults.

                         SCREWBALL
          Someone like Floki... or
          Squarefoot... or --

                         GUMP
                  (full with authority)
          You'll do it because I am you liege
          and I command you to do it!

Screwball gulps back a complaint and kneels before Gump.

                         SCREWBALL
          Aye... my Lord...

                         GUMP
          Rise, Screwball, and into the basket
          with you.

Screwball gets slowly to his feet, and just as slowly climbs into  the
launching basket of the catapult.

                         SCREWBALL
          Maybe there's a better idea... What
          about birds... get a lift from some
          friendly bird...

                         JACK
          Haven't heard a bird sing in days...

                         SCREWBALL
          Or a kite...!  We could make a
          kite... Let the wind do the work --

                         GUMP
          Shut up!

Screwball is  instantly silent.   Gump hands  him the  dwarves' golden
rope.

                         GUMP
          Start acting like you're worthy of
          this mission... Here.  Whatever you
          do, don't dare drop it.

                         SCREWBALL
          Nay, Sire, I'll cling to it as to
          life itself...

                         GUMP
          Good, lad... Here, Jack, give me a
          hand with the windlass... There's a
          good fellow...

Together, Jack  and Gump  labor at  winding back  the windlass  on the
catapult.  As  they turn,  the launching  arm is  drawn slowly back, a
cowering Screwball fearfully  clutching the golden  line in the  woven
-leather basket.

                         JACK
          One more turn...

                         GUMP
          That's it!

The launching arm  is bent back  into a taut  arch. Screwball clenches
his eyes shut.  Jack stands by the release lever.

                         JACK
          Have the engineers corrected for
          alignment and trajectory?

                         GUMP
          Aye.  Before the wee pesties
          attacked.

                         JACK
          Then it's Godspeed, Screwball.

                         GUMP
                  (loudly)
          Fire away!

                         SCREWBALL
          Oberon's hump protect me-eeeeeeee!

Jack pulls the lever releasing the windlass and the arm whips forward,
catapulting Screwball high into the  air over the castle.  His  cry is
lost on the wind  as his form diminishes  into a tiny dot  arcing over
the walls above the flaming moat.


EXT.  CASTLE COURTYARD - DAY

A  lean-to  roofed  with  thatch  is  build  along  the  inside  wall,
sheltering a  stable.  The  courtyard is  deserted as  Screwball comes
hurtling like a meteor.  He lands in the thatch and sinks from sight.

After a moment, Screwball's pixie face appears out of the
straw.

                         SCREWBALL
          Someone what doesn't bruise, says
          I... glorious mission, says they...

A CLATTER of armored FOOTFALLS alerts Screwball to the approach of the
Baron's demonic troops.   A squad of  hideous Heironymous Bosch  imps,
fearful combinations  of reptiles  and swine,  long-beaked birds  with
insect  wings,  feathered  rodents,  deformed  jackals,  trots NOISILY
across the cobbles below.

Screwball ducks into the thatch.

                         SCREWBALL
          Dear... oh, dear... straight from
          Hell by the looks of 'em...

The grotesque armor the imps  wear adds to their sinister  appearance.
They  JABBER LOUDLY  at one-another  in a  fearful GOBBLEDYGOOK.   The
wicked  points of  their partisans  glitter, passing  at eye-level  as
Screwball burrows deeper into the thatch.

After a moment, the echoes  of the imps passage fades.  Screwball pops
up out  of the  straw and  has a  look around,  the coiled golden line
clutched tightly in his grasp.

                         SCREWBALL
          Bet they eat elves for breakfast...

Screwball clambers to the  top of the lean-to  roof and climbs up  the
protruding bones and skulls to the top of the wall.


EXT.  TOP OF WALL - DAY

Screwball stares down  the dizzying abyss  into the flaming  moat.  He
waves  at  his beleaguered  companions,  but is  hidden  from view  by
drifting smoke.  This is a good thing, for another squad of  imp-goons
troops across the courtyard below.

                         SCREWBALL
          Get moving, Screwball, 'fore they
          serves you up on a piece of toast!

Screwball  scampers along  the ridge  of the  wall, hopping  over the
crenelations like a squirrel.


EXT.  LEDGE - DAY

The  wall abuts  into the  curving battlements  of the  central keep,
towering above.  A narrow ledge leads  away from the top of the  wall,
arcing around the keep to the portculis.

Screwball begins the traverse  like a mountaineer, edging  one sliding
foot at a time along the ledge, trying not to look down into the flame
and smoke, nor across at his comrades huddles under the shield wall.


EXT.  EDGE OF FOREST - DAY

Jack and Gump wait by the catapult, straining to see through the smoke
shrouding the facade of the ghastly castle.

                         GUMP
                  (pointing)
          There he is... out on the keep!

THE CASTLE - GUMP'S POV

At the  distance, Screwball  seems quite  helpless, inching  along the
outer wall of the keep like a mouse on the back of a sleeping lion.

                         JACK (O.S.)
          I see him.

JACK

as he stares, hawklike, at Screwball.

                         JACK
          He'll be atop the portculis ere
          long.

                         GUMP
          Best get down close to the moat,
          lad.

                         JACK
          Aye.  We're good as inside.

                         GUMP
          It's what we'll find there worries
          me.

Using the drifting smoke for  cover, Jack runs down the  open hillside
towards the flaming moat.


EXT.  LEDGE - DAY

Screwball continues his cautious progress across the curving facade of
the keep.

                         SCREWBALL
          I should be out sippin' fresh cow's
          milk straight from the udder...
          that's what I should be doing...

Screwball's progress takes him under a sealed iron shutter.  The SOUND
of GROWLS and MOANING brings him up short.

                         SCREWBALL
          What's this now?

Hooking  his  fingers  into the  eye-sockets  of  a convenient  skull,
Screwball gets  a good  grip and  clambers up  the wall  to the window
sill.  Hanging like a bat, he peers through the tiny slit between  the
bottom of the shutter and the sill.


INT.  BARON'S BEDCHAMBER - DAY (SCREWBALL'S POV)

The SOUNDS  of MOANING  are LOW  and VIBRANT.   The room  is masked in
shadows.  Items of torn, discarded clothing lie in contorted positions
about the flagstone floor.  The coals on the hearth glow like the eyes
of a demonic beast. Not far  away, the unicorn horn leans against  the
wall, bathed  in the  ember's glow.   Lili and  the Baron lie together
amidst a tangle of quilts  and featherbeds.  They MOAN softly,  bodies
wrapped in sinuous ease.  Their dark fur gleams.  Very tenderly,  they
lick one-another, like cats.


EXT.  LEDGE - DAY

Screwball carefully lowers himself back to the ledge, grinning like  a
pixie.

                         SCREWBALL
          Found the alicorn, I did, I did...
          Found the Baron, too... hee, hee...

Screwball tip-toes away on the ledge, more sure of himself now.

                         SCREWBALL
          Won't be the first caught on love's
          horns.


EXT.  ROOF OVER PORTCULIS - DAY

A copper-sheathed arch rising over the entranceway.  The drawbridge is
drawn-up tight underneath and serves as a massive gate.

Screwball hops off the ledge  onto the roof.  A gargoyle  rivaling the
Baron's impish cohorts juts out  of the wall just beneath.   Screwball
ties one end of the golden line around it.


EXT.  EDGE OF MOAT - DAY

Jack hurries along the moat-edge, flames licking past him. He looks up
and spots Screwball tying the line to the gargoyle above.

                         JACK
          Screwball, down here!

Screwball waves at Jack.

                         SCREWBALL
                  (calling down)
          Hello, Jack.

                         JACK
          Done like a champion.  Can you reach
          me with the line?


EXT.  ROOF OVER PORTCULIS - DAY

Screwball ties his sheath-knife to the other end of the line.

                         SCREWBALL
          Easy as eating pancakes.

Screwball tosses the weighted line  out over the moat.  It  clears the
flames and lands at Jack's feet.


EXT.  CASTLE WALL - DAY

Jack jumps  with the  line and  pendulums across  the moat through the
leaping flames.  He lands with his feet against the bones of the  wall
and proceeds to haul himself up, hand over hand.


EXT.  DRAWBRIDGE WINCH - DAY

Jack reaches the top of the drawbridge.  He walks the rope like a  man
on a leash and gets a leg over the top.  On a small platform under the
open roof stands a large  wooden winch.  The thick cable  securing the
drawbridge is wound around it.

Jack climbs  onto the  platform and  draws his  sword.  In three swift
strokes he  hacks through  the cable.   The winch  spins wildly as the
chain holding the drawbridge rattle out through embrasures.

Amid the clatter, the drawbridge slowly descends.


EXT.  CASTLE - DAY

The drawbridge gathers  speed and lands  with a LOUD  CRASH across the
flaming moat.


EXT.  SHIELD WALL - DAY

Batting away bombarding frog/bats, Gump rushes up to the shield  wall,
shouting for joy.

                         GUMP
                  (shouting)
          Lads... Look...!  The drawbridge is
          down... The walls be breached...

The  faeries under  their shields  give out  with a  single, exultant
victory CHEER,  breaking ranks  and running  pell- mell  down the hill
towards the lowered drawbridge.  The  frog/bats fly after them like  a
swarm of pursuing bees.

High above the  portculis, Jack waves  his sword in  the air, cheering
them on.


EXT.  DRAWBRIDGE - DAY

SHOUTING and YELLING like invading Vikings, the faerie soldiers  swarm
across the drawbridge, swords and spears on high.  They are met by  an
alarmed contingent of the Baron's household guard.  A nightmare battle
is joined, faeries against fiends.  The CLASH of steel on steel  RINGS
through the stone courtyard.  Sapphire  gallops into the thick of  the
fray, impaling a mole-faced imp on her long, spiraling horn.

The  frog/bats,  swarming  in  under  the  open  portculis,  make   no
distinction between friend and  for, biting and harassing  the Baron's
troops  as  indiscriminately as  the  faerie soldiers.   This  adds an
additional element  of confusion  to the  conflict.  The  faeries gain
ground, hacking and stabbing into the inner reaches of the castle.


EXT.  ROOF OVER PORTCULIS - DAY

The ROAR and  HOWL of battle  drowns Jack's enthusiastic  CHEERS as he
urges his men on from atop the roof over the portculis.

We SEE Screwball eagerly telling what he observed in the keep, but the
SOUNDS of the  conflict below COVER  his actual words.   It is obvious
from Screwball's enthusiastic gestures that he describes the  location
of  the  unicorn  horn.   Screwball  points  along  the  ledge  to the
shuttered window in the keep.

A tremendous  CRY OF  VICTORY rises  from below  as the  faeries break
through the ranks of imps and surge forward into the castle.


INT.  BARON'S BEDROOM - DAY

The room is dark.  Lili lies in the Baron's arms surrounded by tangled
bedclothing.  He strokes her soft fur gently.  A muffled CRY is  HEARD
outside and Lili, alarmed, sits up abruptly.

                         LILI
          What was that?  Did you hear that?

                         BARON
          It's nothing.  My men take great
          delight in routing the enemy.  Don't
          trouble yourself, beauty.

                         LILI
          It sounded like it came from the
          courtyard.

                         BARON
          From the parapets most likely.  The
          men are amused by a battlefield
          entertainment of my own contriving.

                         LILI
          Might we watch, too?

                         BARON
          Later, beloved... Now I wish only to
          be with you...

Lili snuggles against the  Baron's chest, running her  fingers through
the silky hair covering him.

                         LILI
          And I with you... I never dreamed
          life held such pleasures...

                         BARON
          Pleasure is for those who seize it!
          Do you think those insipid, pale-
          skinned mortals will ever know such
          rapture?

                         LILI
          It's odd... when I first found
          myself... changing... I was sick
          with loathing and disgust.  I
          thought I was so ugly I wanted to
          die...

                         BARON
          And, now?

                         LILI
          Now I want to live forever.  I've
          never felt so strong or happy.

                         BARON
          Or looked so beautiful...

                         LILI
          Yes.  I feel that, too.  Weakness is
          what is ugly.

                         BARON
          Precisely, my darling.  Your animal
          strength, your primitive power has
          surfaced... you are what you desire.

                         LILI
          To be strong and free... that is all
          I desire.

                         BARON
          So you shall be... Like our
          brothers, the hawk and the wolf, our
          spirits know no master... we are
          created in the pure image of the
          savage God that set our turbulent
          universe in motion.

Lili stretches languidly, rubbing against the Baron.

                         LILI
          And what savagery would please you
          most, my Lord?

The  Baron's talons  rake Lili's  fur as  he hauls  her into  a rough
embrace.

                         BARON
          Mating with you, beloved... to share
          that exquisite pain once more.

The Baron bites her shoulder.  Lili YIPS with animal delight.

The iron  shutters are  thrown open  with a  loud CRASH.   A swath  of
sunlight stabs into the darkened chamber.  Sword in hand, Jack  stands
on the window sill, silhouetted against the brightness outside.

The Baron SHRIEKS  and falls off  the bed, GROANING  with pain on  the
floor.

                         BARON
          The light...!  The light...!

                         JACK
          Yield, Couer de Noir, or I grant no
          quarter!

The Baron scrambles  on all fours  across the floor,  seeking to avoid
the light.  He snatches up  the unicorn horn leaning against  the wall
and ducks into the shadows.

                         BARON
          Protect me, beloved...!  I need your
          help!

LILI

as she reacts to the Baron's  plight.  Her eyes narrow; her ears  tuck
back; a low GROWL rumbles from her throat as she bears her fangs.

                         BARON (O.S.)
          Defend me...!  My darling, you must
          defend me!

With the ROAR of a savage jungle cat, Lili leaps down off
the bed as Jack jumps into the room.

                         JACK
          Afraid to fight, Baron?

Claws hooked and gleaming, Lili  stalks GROWLING between Jack and  the
cowering  Baron.   Jack doesn't  recognize  her, so  monstrous  in her
savage appearance.  He backs away  a step, holding his sword  in front
of him.

                         JACK
          Any closer and I'll cut you down.

Lili GROWLS.  With a  sudden leap, she is  upon Jack, raking his  face
with her claws  as she sinks  her fangs into  his neck where  the bare
flesh shows above his breastplate. Jack SCREAMS in surprise and  pain,
falling back under Lili's attack.

Jack and Lili  fall to the  floor, rolling over  and over in  a fierce
struggle.

In the  shadows, the  Baron takes  advantage of  this distraction.  He
creeps to  the side  of the  fireplace and  pulls a  hidden switch.  A
secret panel swings away from  the wall.  Quickly, the Baron  scurries
inside the  dark passageway  beyond.  The  panel slides  closed behind
him.

Jack pulls free from the  wild creature assaulting him.  He  struggles
to his feet, grabbing up his sword where he dropped it in the attack.

Lili crouches,  SNARLING as  Jack backs  away.  With  a wild  CRY, she
springs at him again.  Jack thrusts defensively with his sword.   Lili
is  impaled,  the  gleaming blade  run  completely  through her  body.
MOANING, she sags into Jack's  arms, his golden armor drenched  in her
blood.

JACK AND LILI

as she trembles in Jack's unwilling embrace, Lili's features alter and
transform.  The fangs and claws  disappear.  Her fur is gone.   She is
just a naked girl again, dying in her lover's arms.

                         JACK
                  (shocked)
          Lili!  No!

                         LILI
          Jack... Forgive me...

As gently  as possible,  Jack pulls  the sword  from Lili's  body.  He
drops the weapon to the  floor and lifts the gravely  injured Princess
in his arms.

                         JACK
          What have I done?

                         LILI
          Only what's right...

Jack carries Lili over to the bed and lays her gently down.

                         JACK
          I thought you were dead... I --

                         LILI
          I was bewitched... it's better this
          way...

                         JACK
          They told me you were dead.

Lili is weakening.

                         LILI
          I wish I were... will be soon...
          Don't be troubled, Jack, tis a great
          gift you've given me...

Jack buries his face in the bed-clothes, sobbing.

                         JACK
          No!  I won't let it happen...

                         LILI
          You've freed me, Jack...

                         JACK
          It's the Baron's damnable work!  Too
          cowardly to stand and fight... he
          used you to save himself.

                         LILI
          No... it's not you he's afraid of,
          it's... light...

                         JACK
          What?

                         LILI
          Sunlight... It destroys him.

                         JACK
          Sunlight?

                         LILI
          That's why he goes masked during the
          day...

                         JACK
          So, he's hiding in the dark...

                         LILI
          In the dark... where I join him...

                         JACK
          No!  Don't let go... you mustn't!  I
          love you!

                         LILI
          And I... love you...

The door to  the bedroom crashes  open and Gump,  along with Screwball
and several other armed faeries, enter excitedly.

                         GUMP
          Jack!  The courtyard's been taken...
          The Baron's forces are besieged in
          the south tower.  No sign of...
          Jack?  Do you hear what I'm saying?
          We've won, lad.

                         JACK
          It doesn't matter.

                         GUMP
          Nonsense!  Course it matters.

                         JACK
          ... the Princess Lili... I've killed
          her.

Gump approaches the bed and examines the wounded Princess.

                         GUMP
          She's sore hurt, Jack, tis true, but
          not dead yet.

                         JACK
          The wound is mortal.

                         GUMP
          Nay.  You've not reckoned with the
          powers of faerie medicine.

                         JACK
          Can you save her?

                         GUMP
          Easily... The question is, can we
          save ourselves?  Be a shame to win
          the battle only to lose the war.

                         JACK
          I don't... understand.

                         GUMP
          The alicorn, lad.  Come to your
          senses!  Unless we find Baron Couer
          de Noir and bring back the horn the
          world is doomed.

Jack is himself again, eager for action.  He grabs up his fallen sword
and starts for the sealed secret passage.

                         JACK
          The Baron hides in the dark in a
          passage under the Castle... Quick,
          give me the dwarf's key... the one
          which opens any lock...

                         GUMP
          In the dark, lad?  Why should he do
          that?

                         JACK
          Because sunlight will kill him.
          Quickly now, give me the key.

                         GUMP
          Sunlight, you say?

                         JACK
          Aye.  Hurry now, Gump, the key!

                         GUMP
          Mean you to seek him out below?

                         JACK
          I'm not afraid of the dark.

                         GUMP
          I admire your valor, Jack.  By all
          means, seek him out... But first, we
          needs visit the kitchen.


INT.  KITCHEN - DAY

On stout shelves along the masonry walls are rows and rows of brightly
polished plates  and pots.   All sizes  and shapes;  gold, silver  and
copper kitchen utensils shine and sparkle.

                         JACK (O.S.)
          The kitchen?

JACK AND GUMP

They stand by the huge hearth, staring up at the cookware shining  all
around them.

                         GUMP
          The kitchen be the most important
          room in a palace, for if the
          victuals ain't right, little else is
          likely to be so.

                         JACK
          Did you bring me here to sup?

                         GUMP
          Nay, lad, we're here to collect a
          weapon you'll need fighting the
          Baron.

                         JACK
          What weapon?

                         GUMP
          Sunlight.

                         JACK
          Plan on carrying some away in a
          kettle?

                         GUMP
          Easier than that, Jack.
                  (to Screwball)
          Screwball!  Fetch me down a couple
          of them plates.

Screwball scurries  up to  a nearby  shelf and  brings down  two large
golden plates.

                         SCREWBALL
          How're these?

                         GUMP
          They'll do nicely.

Gump takes a plate  and polishes it on  his sleeve.  He points  to the
far side of the room.

                         GUMP
          Stand over there and hold your
          plate... like this.

Gump demonstrates  how he  wants the  plate held.   Screwball grips it
with both hands, holding it up before Jack like a mirror.

                         JACK
          Will you explain what's going on?

                         GUMP
          Patience, lad.

Gump moves to where a beam of sunlight angles through the high kitchen
window.  He  holds his  plate in  the light,  trying different angles,
until at last he manages to reflect the sunlight, beaming it  straight
at  the  plate  Screwball  holds.   Instantly,  it  is  reflected  off
Screwball's plate and strikes Jack straight in the eye, blinding him.

                         JACK
          Hey!  Stop it!  I can't see.

                         GUMP
          Ah, but you will.  And so will the
          Baron, when we bring a little light
          to his dark hideaway.

Gump aims his  platter at Jack.   A BLAZE of  reflected sunlight FILLS
THE SCREEN with dazzling whiteness.


INT.  SECRET PASSAGE - DAY

A DAZZLE OF SUNLIGHT FILLING THE SCREEN.

                         GUMP (O.S.)
          Very nice, Goldenrod.

A very young elf  struggles to hold a  giant golden salver, sending  a
beam of sunlight scintillating down the meandering tunnel.

Gump and Jack hold torches at the next bend.  Gump positions a  lovely
niade with a copper pot lid,  stealing a kiss on her fair  shoulder in
the process.

                         GUMP
          Stand here, my dear... that's
          right...

Gump stands behind  the niade, guiding  her arms so  that the pot  lid
catches the sun-beam properly.

                         GUMP
          Turn it just a wee bit...

The beam bounces on down the tunnel.

PASSAGEWAY

zig-zags up  through the  interior of  the castle,  steep stone stairs
leading from level to level.  Faeries stand at every bend, passing the
sunlight one to another like an astral bucket brigade.  Standing in  a
long soup-kitchen line in the darkness alongside, is a file of  elves,
faeries and gnomes, each holding a platter, bowl or pot lid.

JACK AND GUMP

Drawn sword in hand, torch up-lifted,  Jack stands at the head of  the
procession, impatiently stepping forward into darkness.

                         JACK
          Can't we move any faster?

                         GUMP
          Tis a delicate operation, lad.
          Requires a bit of engineering...
          Next!

A  hunched, long-bearded  GNOME hurries  forward, clutching  a copper
frying pan polished to a mirror-finish.

                         GNOME
          Brown Tom o' Kirkdale reporting for
          duty, sir.

                         GUMP
          Stand easy, Brown Tom... Right here
          is good...

JACK - FURTHER DOWN THE TUNNEL

Jack moves quite a  good way down the  tunnel, a corona of  torchlight
surrounding him in the darkness.

                         JACK
                  (calling back)
          Seems to be some sort of vaulted
          chamber up ahead...

                         GUMP
                  (yelling back)
          Don't get too far!

                         JACK
          Hurry up!


INT.  VAULTED CHAMBER - DAY

Torch in hand, Jack moves cautiously out of the passageway into a vast
underground room spacious as the  nave of a cathedral.  Stone  columns
thick as tree-trunks rise into the shadows above.  Jack never  relaxes
his guard.  He turns to check behind him every third step.

From a  distance, Jack  shines like  a multi-faceted  jewel. His every
surface winks with reflected light: breastplate, shield, helmet,  even
the long, tapered sword held before him.

Gump's voice ECHOES from FAR AWAY:

                         GUMP (O.S.)
          Ja-ack...

Jack is  mid-way into  the chamber.   He moves  like a  canny warrior,
pivoting, checking his rear, light on his toes.

ANGLE

The sibilant  HISS of  a sword-blade  rending the  air.  The  CLANG of
contact as the torch is knocked from Jack's grasp and sent tumbling to
the floor.

Jack whirls to face the challenge.   It is the Baron. Enormous in  the
flickering light  of the  fallen torch,  like some  horned bear on his
hind legs, the Baron advances,  the unicorn horn gripped in  his sword
hand.

Jack  hauls his  shield off  his back,  stepping forward  to meet  the
challenge.  The Baron swings with  both hands gripping the horn  hilt.
Jack parries with the "Avatar." When  steel hits the alicorn it is  as
if  lightning strikes.  Sparks fly.   A second  exchange has  Jack in
retreat.

The Baron lunges  with the alicorn.   Jack receives the  thrust on his
shield.  The curling point of the horn punctures the dwarf's handiwork
like an arrow through a target.  For a moment, the two combatants  are
locked together, face-to-face.  Secure  in his armor, Jack  swings his
sword at the unclad Baron.  He  leaps back with the agility of  a wild
beast,  wrenching  the  shield  from  Jack's  grip  and  flinging   it
clattering aside into darkness.

Jack backs away as the Baron renews the attack.  Again, the  lightning
CLASH of swordplay.  Jack strives valiantly to withstand the onslaught
but  the Baron  is too  powerful. The  swordplay comes  faster.  Jack
stumbles to one knee. The Baron  disarms him with a mighty blow.   The
"Avatar" RINGS musically as it tumbles out of reach into the
shadows.

The  Baron's  leering  face  is  made  more  demonic  by  the unsteady
torchlight.

                         BARON
          So, boy... Pray while there's still
          breath in you...

The Baron draws back his arm for the death stroke.  The torch flickers
out.

The Baron's CRY RESOUNDS in the BLACKNESS.

                         BARON (O.S.)
          Die...!

ANGLE

A blinding FLASH of LIGHT.  The Baron SCREAMS, a wail of utter pain as
the beam of sunlight hits him.

SCREWBALL

stands by a pillar holding a silver plate.  He directs the sunlight at
the Baron, following him as he twists and writhes in agony.

JACK

scrambles across the floor, seizing his fallen sword.  He leaps to his
feet and  rushes at  the cringing  Baron, caught  in the  light like a
hapless moth.

It is Jack's turn to wield a death-blow.  He draws back to strike  and
the  LIGHT  WOBBLES.   The  BEAM STRIKES  Jack  in  the  eyes.  He  is
momentarily  blinded.  He  swings and  misses, his  sword carving  the
empty air.

                         JACK
          Damn!

GUMP

rushes up to Screwball, cuffing him sharply on the back of the head.

                         GUMP
          Dolt!

                         SCREWBALL
          Sorry.

The CLATTER of HOOF-FALLS is HEARD galloping in the distance.

Jack rushes up, sword in hand.

                         JACK
          He's getting away!  He was at my
          mercy!

                         GUMP
          Never show mercy!

                         JACK
          I could have struck off his head
          just now!

                         SCREWBALL
          Sorry, Jack.

                         JACK
          It's done... we'll never catch him.

                         GUMP
          Ever wondered why Jenny Greenteeth
          said you needed the fastest steed on
          earth?

                         JACK
          Sapphire!

Gump turns brusquely to Screwball, grabbing his tunic.

                         GUMP
          Fetch the unicorn... pass it
          along...

Screwball runs up the vast chamber to an elf standing at the  entrance
to the passageway.

                         SCREWBALL
                  (panting)
          ... Fetch the unicorn... pass it
          along...

The elf turns abruptly and runs up the tunnel.


INT.  SECRET PASSAGEWAY - DAY

From elf to dwarf to goblin  the word is passed.  The wee  folk scurry
like moles in the dark tunnel, their PIPING VOICES taking up the cry:

                         VARIOUS FAERIES
          ... fetch the unicorn... pass it
          along... fetch the unicorn... pass
          it along... fetch the unicorn...
          pass it along...

The tiny VOICES MERGE and BLEND as the message is transmitted more and
more rapidly.  The words  are lost in the  steady rhythm.  It is  like
the CHIRPING of crickets on a summer evening.


INT.  VAULTED CHAMBER - DAY

The CHIRPING VOICES CARRY OVER and become the CLIP-CLOP of hooves.   A
graceful elf leads Sapphire, the mare unicorn, out of the darkness  to
where Gump, Screwball and several other faeries stand waiting.

                         GUMP
          Swift as thistledown on the wind,
          that's the faerie way...

Jack has recovered  his shield, now  slung across his  back. He vaults
effortlessly aboard the unicorn, clutching the long mane.

                         JACK
          Easy, Sapphire...

Gump hands him up a blazing torch.

                         GUMP
          Ride like wild fire, Jack.

                         JACK
          He'll not escape me.

                         GUMP
          You're on your own... like a true
          champion.

Jack stabs his heels into the  unicorn's flank and is lost from  sight
as a single leap carries him into darkness. Gump and the others  stand
watching as the SOUND of hoof- clatter FADES.

                         GUMP
          ... champion...


INT.  CAVE - DAY

Jack gallops out of the vaulted chamber through a tall portal  leading
into a winding cave.  Torch held high, Jack races between the  tapered
spines of stalagmites.  The  shadows of the stalactites,  hanging like
daggers, shift on the stone walls as the unicorn thunders past.

Up ahead, a distant gleam of natural light beckons.


EXT.  CAVE MOUTH - DAY

Jack and Sapphire burst from the mouth of the cave in a spray of dust.
Jack wheels the mare around to a halt as he studies the barren ground.
A distinct  set of  hoof- prints  leads off  into the  distance.  Jack
urges Sapphire into a gallop along this track.


EXT.  DEMONIC LANDSCAPE - DAY

VARIOUS ANGLES

It  is  a landscape  of  Death, like  some  Breughel vision  of  Hell.
Ravaged by  war and  pestilence, all  of the  trees are stripped bare.
The houses are  in ruins, broken  walls and tumbled  towers stand like
rotten stumps.  Bones protrude from the muck.  Corpses lie bloated and
moldering.

Wagon wheels are  set atop naked  trees, skeletons tied  spread-eagled
across them.   Like hooded  inquisitors, vultures  perch hunched along
the rims.

Villages smolder  in ruins  in the  distance.  Smoke  drifts like  fog
between the blasted trees.  Resolutely, Jack keeps up the chase.   The
unicorn flies like a specter  across the moribund landscape.  Jack  is
riding towards the very gates of Hell itself.


EXT.  EDGE OF THE WORLD - DAY

The landscape is barren now even of destruction.  Mud volcanoes  belch
steam and fire.  Grotesque buttes hunch under an unforgiving sky.

A wall of sulfurous flames leap like a vast curtain behind the  sudden
precipice cleaving abruptly from the edge of the earth.

The Baron stands  alone like a  Titan at the  edge of this  cliff, his
mount  dead  at his  feet.   His silhouette  is  terrible against  the
flames.  He holds the alicorn like Zeus gripping a thunderbolt.

Jack trots forward on Sapphire to meet him.  At twenty paces distance,
he dismounts and draws his sword.

The Baron smiles.

                         BARON
          Welcome, Jack... I knew you'd be
          along.

Holding his shield before him, Jack closes on the Baron.

                         BARON
          You are Jack, are you not...?  The
          Princess has told me so much about
          you...

Jack grimaces at the mention of Lili.

                         JACK
          You cursed her!

                         BARON
          I gave her a taste of such joy as
          her wildest dreams never provided...
          even now my seed takes hold in the
          fiery furnace of her womb.

Jack rushes at him in anger.

                         JACK
          You lie!

Jack swings wildly.  The Baron parries with the alicorn. Sparks  FLASH
on contact.  Jack is driven back.

                         BARON
          Foolish boy!  I take what I want and
          so I took your Princess!

                         JACK
          Damn you!

Jack leaps to the attack but the Baron holds him back, SPARKS FLYING.

                         BARON
          Yes... exactly... damnation!  Don't
          you know me, Jack?  Don't you know
          from whence I come?

The Baron's form alters hideously.  Huge leathery wings sprout  behind
him.   His eye  glow like  coals.  Talons  form on  his hairy  hands.
Lizard scales armor his  chest.  He truly appears  to be a demon  from
Hell.

                         BARON
          I bring your head as a gift to my
          Lord Lucifer.

Alicorn gripped  in both  hands, the  Baron rushes  forward. He swings
with all  his might.   Jack parries  with the  "Avatar."  There  is an
EXPLOSION of LIGHT.  Jack's sword is broken in two.  The force of  the
blow knocks him to his knees.  He is helpless.

The Baron raises the alicorn to strike.

                         BARON
          For you, oh my master, Satan!

ANGLE

As the Baron  stands, sword/horn uplifted  like a sacrificial  priest,
the storm-darkened heavens suddenly part.   The clouds open and a  ray
of sunlight strikes the Baron like a bolt from God.

The Baron contorts  with pain in  the bright light.   The unicorn horn
glows white-hot.  The fur on his hand smokes and he drops the alicorn,
SCREAMING with pain.

Without warning, Sapphire gallops up  behind the Baron and spears  him
through the middle.  The unicorn  lifts his writhing form high  in the
air, impaled like some kicking insect.   With a toss of her horn,  she
hurls him to the ground.

The Baron hunches on his  knees, gripping his mid-section in  a futile
attempt to keep the  foul black bile from  spilling out of him  like a
discharge of sewer water.  He rears back his fanged head and SHOUTS in
pain:

                         BARON
                  (crying out)
          Lord Satan... protect me!

JACK

jumps to  his feet.   In three  swift strides  he has  snatched-up the
alicorn.  It is no longer incandescent with heat.

Without  pausing,  Jack  delivers  a  round-house  swing,  lopping the
Baron's head from his shoulders.  A fountain of black filth spews from
his truncated neck as the body topples.

The severed head bounces  off the edge of  the cliff, tumbling out  of
sight past circling buzzards into the haze of smoke.

Jack  looks over  and grins  at Sapphire,  who rears  and whinnies  in
triumph.

The Baron's body sags like a deliquescent pumpkin, leaking rottenness.
Smoke swirls around the cliff edge.  Jack
wipes the alicorn clean of the Baron's black blood.

                         JACK
          He's dead, Lili... he can't hurt you
          any more...

The Baron's  body continues  to melt  away, seeping  into the dry dust
like bubbling tar.

Sapphire sidles over and rubs  against Jack.  The Green Man  wraps his
arm around the unicorn's neck.   The two companions stand at  the edge
of earth, staring out into the swirling flames.


EXT.  HILLSIDE OVERLOOKING CASTLE COUER DE NOIR - DAY

The  world  is lush  and  green once  again.   The trees  billow  like
deciduous cumuli.  Bold spring  flowers polka-dot the emerald  meadow.
In the distance, the Castle Couer  de Noir is in flames, thick,  black
smoke staining the azure sky.

The faerie army marches  across the meadow, singing  jubilantly.  They
carry their wounded away on  litters. Foremost of these are  the biers
bearing Oona and Lili. The Princess' litter is festooned with blossom;
heaps of wild-flowers blanket the unconscious girl.

                         FAERIES (ALL TOGETHER)
                  (singing)
          They sky is high, the world is wide,
          Beneath the flowers faeries hide...

Mounted on Sapphire and her foal, Jack and Gump pause on the crest  of
the hill to look back on the faerie procession and the burning castle.
Jack carries the  alicorn like a  marshall's baton.  The  SOUND of the
faeries'  SINGING  drifts  musically  up  across  the  meadow.   Jimmy
Squarefoot staggers along under an armload of booty.

                         JACK
          A good day for singing...

                         GUMP
          I've not heard a note out of you.

                         JACK
          Not in the mood, I'm afraid.

                         GUMP
          Listen to him.  Not in the mood...

                         GUMP
          On a day like none other the blessed
          earth has ever seen... A day so fair
          as forty springtimes --

                         JACK
          I'm not denying it's a joyous day --

                         GUMP
          Where's your joy if you cannot sing?

                         JACK
          Were the Princess Lili to join me I
          would sing till my lungs burst!

                         GUMP
          She lives... isn't that worth
          singing about?

                         JACK
          She lives like all the world before
          the Baron's curse lifted.  Now the
          world's reborn, yet still she
          sleeps...

Across the way, the castle Couer de Noir collapses in upon itself in a
spasm of sparks and fire.  Only  the outer walls and the keep  remain.
Cracks appear as the final ramparts begin to crumble.

                         GUMP
          You're too impatient... See how long
          the castle burns.  Think you evil be
          purged in an instant...?  And
          remember:  the quest is not
          concluded.

Jack runs his hands along the spiraling length of the alicorn.

                         JACK
          Aye... We'll fetch it back, praise
          God.


EXT.  MARSHSIDE MEADOW - DAY (C.U. UNICORN SKULL)

The skull of  the slain unicorn  has been reunited  with his horn.   A
band  of  silver  filigree  conceals  the  repair-work.  Bedecked with
flowers, the skull rests on a velvet pillow. It is being carried in  a
procession.

FUNERAL PROCESSION

There is nothing  somber or sorrowful  about the ceremony.  Screwball,
dressed in flowers,  carries the pillow  bearing the unicorn's  skull.
Behind him, beautiful  winged faerie maidens  in gossamer gowns  carry
long, serpentine festoons  of flowers.  Other  elves and goblins  toss
handfuls of petals and pollen into the air.  They all sing happily  as
Sapphire and her colt prance along with them.

                         FAERIES (ALL TOGETHER)
                  (singing)
          The trees are green, spirits unseen,
          The world we know is but a dream.
          The flowers sing; all birds take wing,
          Life and Death are an endless ring.

The  procession  approaches an  underground  faerie tomb,  beautifully
constructed of fieldstone.  The opening  is like a well, leading  down
to the beehive chamber beneath the earth.  At the bottom, on a blanket
of  blossoms, the  unicorn's bleached  alabaster bones  are precisely
arranged.

Two winged faeries take the pillow from Screwball and fly with it down
into the tomb,  placing it at  the head of  the skeleton.  A  shaft of
sunlight makes the skull and horn gleam like polished ivory.  All  the
elves and faeries, laughing and  singing, cast the flowers they  carry
down into the tomb.

JACK AND GUMP

With the happy  SOUND of the  funeral as a  counterpoint, neither Jack
nor Gump  appear particularly  overjoyed.  They  stand beside Princess
Lili's litter.  Her still, pale form and the surrounding profusion  of
flowers  bear  too  close  a  resemblance  to  the  ceremony  in   the
BACKGROUND.  Jack and Gump mourn the living.

                         JACK
          The quest's at an end and where's
          the good of it?  A faerie festival
          over a pile of bones?

                         GUMP
          Tis not the wound, that's sure.  Not
          a scar remains... we're talking
          about a spell; harder to repair than
          sword-work.

                         JACK
          I'll do anything... face any
          challenge!

                         GUMP
          Might not need a gesture quite so
          grand.  What were you doing the very
          moment the Baron's curse fell on the
          world?

                         JACK
          I was with the Princess.

                         GUMP
          Where?

                         JACK
          By the pond.  She was teasing me.

                         GUMP
          Go on... go on...

                         JACK
          She tossed her ring in the pond and
          bid me fetch it.  Said she'd marry
          me if I did.

                         GUMP
          And did you?

                         JACK
          Nay.  It was lost.  When I came up
          for air the pond was frozen over.

                         GUMP
          That's it then... the ring!


EXT.  POND - DAY

As beautiful and serene as when first we SAW it.  The Princess is laid
out under a tree, cushioned by thousands of flowers.  All the  faeries
stand about the edge of the water watching Jack remove his armor.

Jack unbuckles the golden breastplate  of Achilles and stacks it  next
to  his  gleaming shield  and  helmet.  Gump  helps  him unfasten  the
greaves.

                         GUMP
          You must find the ring... It
          completes the cycle; answers the
          riddle...

                         JACK
          I'll try.

                         GUMP
          You're good at riddles... Find the
          ring and the spell is broken.

Jack  stripes down  completely.  He  steps to  the edge  of the  pond,
pausing for  a moment  to look  fondly at  his faerie friends gathered
around him.

                         JACK
          Your fond wishes give me strength,
          dear friends.

                         SCREWBALL
                  (hooting)
          No speeches!  What's a little swim
          after sticking worms and ogres?

The faeries applaud and CHEER.  Blushing, Jack dives into
the water.


EXT.  UNDERWATER - DAY

The cheering is silenced  by the rush of  water as Jack streaks  down,
streams of air-bubbles in his wake.

Jack  strokes deeper  and deeper,  past undulating  weeds and  curious
fish.

At the bottom, he moves carefully, trying not to stir up the muck.  He
gently parts the drifting tendrils, searching among the weeds.

A winking  gleam catches  his eye.   He reaches  out an  eager hand to
seize whatever it is.

A  cloud  of silt  issues  from his  grasp  as he  opens  his fingers.
Centered on his palm, golden and perfect, is the ring.

Jack turns and strokes for the surface, a shining ceiling of light far
above him.


EXT.  POND - DAY

Jack breaks the still surface with  a happy SHOUT.  He holds the  ring
triumphantly above his head.

                         JACK
                  (exultant)
          I did it!  I found it!

LAUGHING joyously, Jack swims for the shore.  The banks are  deserted.
Not a single faerie remains.  But Jack seems not to notice.  He  takes
hold of a tree-root and hauls himself back on land.  The golden  armor
of  Achilles  is gone.   In  its place  are  Jack's old  fur  and leaf
vestments.

                         JACK
          And will my lady honor her word in
          exchange for this bauble?

Jack stops  short when  he sees  the Princess  asleep under  the tree.
There is no trace of the heaps of flowers upon which she rested.   Nor
of the jeweled gown she wore on the litter.  She looks just as before.
Only asleep.

                         JACK
          Well, I see what an exciting
          spectacle I've provided...

Tossing  the  ring abstractly  up  and down,  Jack  pulls on  his  fur
trousers and approaches the sleeping Princess.  He kneels before  her,
lifting her hand to his lips.

                         JACK
          Beggars on horseback come courting
          the crown...

Jack slips the ring on Lili's finger.  Her eye-lashes flutter.  She is
awake, looking him straight in the face.

                         LILI
          Oh!  Green Jack!  What a dream I've
          had... proper nightmare.

                         JACK
          Whilst you were sleeping, I fetched
          your ring.

Lili looks at her ring and smiles.

                         LILI
          Sweet Jack.  I'm so sorry you found
          me asleep.  Don't know what came
          over me.

                         JACK
          I can't have been under much more
          than a minute.

                         LILI
          Seemed like weeks and weeks.  Such a
         terrible dream... I could never tell
          you...

                         JACK
          Is what you said about the ring but
          another dream?

                         LILI
          Oh no, dearest Jack... I meant every
          word.

                         JACK
          You're teasing still.

Lili wraps her arms around his neck, kissing him.

                         LILI
          Nay, dearest Jack... you are to be
          my husband.  I want none other.

                         JACK
          But... I am a Green Man.  I have no
          title, nor lands... scarce even a
          few vines and threads to keep the
          cold from my body.

                         LILI
          You wear your weeds as well as
          golden armor, Jack.  Like a true
          Prince... a champion!

                         JACK
          Lili... I love you!

                         LILI
          And I love you, my husband.

They  fall eagerly  into each  other's arms.   Their long,  passionate
embrace is interrupted by an unseen pest.

                         JACK
          Ow!

Jack swats at his legs.

                         LILI
          What's the matter?

                         JACK
          Ouch!  Something's biting me.

                         LILI
          Biting you?

                         JACK
          Pinching me!

                         LILI
          Pinching?  Where?

                         JACK
          Everywhere!  Ow!

                         LILI
          I can't see a thing.

                         JACK
          Nor can I.  Damn!  It's buzzing all
          around me.  Ouch!  I can hear it
          like a fly trapped inside my ear...
          Says its name is Oona!

                         LILI
          Oona?  Do you suppose it's a faerie?

                         JACK
          Ow!  Whatever it is, it hurts.

Princess Lili takes Jack by  the hand and starts running,  pulling him
along with her.

                         LILI
          Hurry up then, Jack o' the Green...
          You'll be safe in the castle...
          We'll hand out bells and crosses...
          strew the floors with flax and
          salt...


EXT.  FOREST PATH - DAY

Lili and Jack  run together holding  hands down a  sunlit forest path.
The DIALOGUE is CONTINUOUS:

                         LILI
          No faeries in the palace... We have
          our own magician, knows lots of
          spells... First, we'll tell my
          father the news... you'll like my
          father, Jack.  He's not like most
          kings...

Watching from a high bank, unseen  by Lili and Jack, the mare  unicorn
and  her  black colt  stand  in sun-dappled  silence.   The colt  rubs
against his mother's flank  as she gently blows  on his mane with  her
delicate sea-shell nostrils.

Below,  Jack  and  Lili run  together  up  the path  into  a  BLAZE of
sunlight.

                         LILI
          ... and we won't have to stay in
          some stuffy manor all the time.
          When the weather's fair we can live
          in the woods... I'll wear homespun
          like shepherdess...

They disappear into the GLARE and the screen goes WHITE.

                         THE END

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