HIGHLANDER III
                                  by
                              Brad Mirman

                              First Draft

                   PROPERTY OF DAVIS/PANZER PRODUCTIONS

_______________________________________________________________________
                                                           1


FADE IN:


EXT.  COUNTRYSIDE - DAY

The end of Winter.  SNOW blankets the landscape.  A SMALL
STREAM rushes through the VALLEY.  A clear, blue sky hangs over
the DISTANT MOUNTAINS adding to the beauty of the setting.

SUPER IMPOSE: SCOTTISH LOWLANDS - 1665

The CAMERA begins to PAN.  The color of the SNOW begins to
change, darkening from PURE WHITE to ASH GRAY, eventually to
COAL BLACK.  We continue to pan until we arrive at..


EXT.  VILLAGE - DAY

Plague.  Once a charming settlement it is now ravaged by
disease.  Everywhere BONFIRES burn, sending plumes of BLACK
SMOKE rising into the sky -- the ash and soot drift back down,
blackening the earth.  VILLAGERS scurry about in tattered
clothing, their faces soiled by soot as they throw objects of
WOOD and CLOTH into the fires.

THREE HORSEMEN ride into the village.  Two of them we can see
clearly as large, powerful men with savage faces.  The THIRD
MAN'S man's face is hidden from us in the shadows of a black
HOODED CAPE.  He dismounts, motioning for the other two to wait
for him.

The Hooded Man walks though the village.  The SOUND of
HAMMERING fills the air as several VILLAGERS finish building a
make-shift GALLOWS.

                                        CUT TO:


EXT.  CHURCH - DAY

Built of stone it is already centuries old.  A VILLAGER stands
guard at the entrance.  The Hooded Man approaches and WHISPERS
something in the Villagers ear, then holds up a GOLD PIECE.


INT.  CHURCH - DAY

Dark and musty, lit only by shafts of LIGHT which flow in
through the windows.  The Hooded Man follows the Villager
across the stone floor until he reaches a WOODEN DOOR at the
back.



                                                            2

INT.  STONE ROOM - DAY

No windows.  The Hooded Man enters.  In the center of the room
a CIRCLE has been drawn.  Bordering the circle are hundreds of
CANDLES, forming a ring of fire.  A MAN stands in the center,
his head bowed -- his weight supported by thick ROPES around
his wrists that are fastened to a wooden beam which runs the
length of the room.

                    HOODED MAN'S VOICE
          Vieira...

VIEIRA looks up.  He is old, his hair thin and gray, but his
eyes are alive, defiant.  The Hooded Man moves closer.  Vieira
follows him with his eyes, trying to see the Hooded Man's face.
Vieira strains against his ropes.  The Hooded Man does not
move.

                    VIEIRA
          How comes it your are not afraid?

                    HOODED MAN
          Would'st you harm one who comes to
          aid you?

Vieira's silence indicates he is listening.

                    HOODED MAN
               (continuing)
          I've come to strike a bargain with
          you.  I wish to learn the power of
          changing.

                    VIEIRA
          And what would'st I gain from this
          bargain?

                    HOODED MAN
               (nonchalantly)
          Your life.

                    VIEIRA
          How?

The Hooded Man slowly pulls back his hood.  We see his face for
the first time.  It is hard, brutal, his eyes cold and dark.
He grins -- a wicked grin.



                    HOODED MAN
          I have a magic of my own.


                                                            3

The Hooded Man removes a KNIFE from under his coat.  He holds
it before Vieira, then he quickly stabs it into his chest.  His
face fills with pain -- blood flows from the wound -- he falls
to his knees.  A beat.  He slowly looks up at Vieira as he
pulls the knife from his chest, then stands unharmed.  Vieira
cannot believe what he has seen.

                    HOODED MAN
          Teach me the chant and I will take
          your place on the gallows.


EXT.  CHURCH - LATER - DAY

A GROUP of RELIGIOUS-LOOKING MEN walk toward the church.


INT.  STONE ROOM - DAY

Vieira has finished teaching the chant.

                    VIEIRA
          After you recite the chant you must
          concentrate of the form you wish to
          take.  The stonger you are the longer
          you can hold the illusion.

In the b.g. we HEAR the SOUND of FOOTSTEPS coming up the
stairs.  Vieira looks at the Hooded Man.

                    VIEIRA
          They come.  Quickly, take my place.

The Men enter.  One of them looks at the Hooded Man.

                    RELIGIOUS MAN
          What are you doing here?

The Hooded Man stares at him -- a hard, unnerving stare -- then
slowly, his thin lips from a cruel grin.

                    HOODED MAN
          Just saying goodbye to an old friend.

Vieira stares at the Hooded Man angrily.


                    VIEIRA
          We had a bargain.  You promised.

                    HOODED MAN
          I lied.

The Hooded Man walks from the room.



                                                            4

EXT.  CHURCH - DAY

The Hooded Man walks out.  The TWO HORSEMEN ride up.  The
Hooded Man climbs on his horse.  He takes a DEEP BREATH as he
looks at a RANGE OF MOUNTAINS in the distance.

                                        CUT TO:


EXT.  VALLEY - DAY

The SOUND of SWORDS CROSSING fill the air.  Two MEN, one YOUNG,
the other OLD fight across the SNOW-SWEPT GROUND.  In. the b.g.
a large, stone building is built at the base of a mountain
range.

The Young Man fights furiously, his only weapon strength, but
he is clearly inexperienced.  The OLD MAN is agile, and easily
moves out of the way of each blow.  The Young Man swings
wildly, he loses his balance.  The Old Man strikes his SWORD
away, then pushes him to the ground.  The Young Man looks up as
the older man raises his SWORD above his head.  Their eyes
lock.  The Old Man smiles and slowly lowers the sword to the
Young Man's neck.

                    OLD MAN
          It's over.

The Old Man reaches out his hand, helping the Young Man to his
feet.  The Young Man is clearly angry.

                    OLD MAN
          Your anger blinds you.  You must
          learn to control it.  When the time
          comes you'll only have but one
          chance.  You best use it well.


INT.  STONE BUILDING - DAY

Large and barren.  A fires roars in the fireplace.  The Old Man
sits across a wooden table from the Young man as they finish
eating.

The Young Man appears restless.  He pushes his plate
away -- stands up and walks toward the door.

                    OLD MAN
          Where are you off to?

                    YOUNG MAN
          To the village for some ale -- and if
          the truth be known, I need to see
          someones face other than yours, old
          man.


                                                            5

They smile.  The Young Man takes his SWORD then puts on his
COAT.  He picks up a SACK and leaves.  The Old Man begins to
clear away the dishes.  Suddenly he stops -- his smile fades.
He looks towards the door filled with a premonition.  Outside
we HEAR the SOUND of SWORDS CROSSING.  It lasts only for a
moment.  SILENCE.

A blinding GREEN LIGHT fills the frame of the door.  The ground
begins to TREMBLE -- the STONES of the building shake from the
force -- debris falls from the ceiling.  It stops.  SILENCE.

The Old Man takes his SWORD from the mantle.  The DOOR OPENS.
The SOUND of the WIND rushes in.  Outside nothing can be seen -
- only the darkness of the night.  A beat.  The Young Man
enters the room.  The Old Man smiles at the sight of him.  The
Young Man places his sack on the table.

The Old Man turns his back as he starts to replace his sword on
the mantle.  The Young Man's expression hardens.  He stares at
the Old Man's neck as he starts to raise his sword.


OLD MAN'S POV

In a SILVER WINE CHALICE he sees the reflection of the YOUNG
MAN who is now slowly raising his SWORD and about to strike at
the Old Man's neck.

In one fluid movement the Old Man unsheathes his sword, then
turns quickly.  The Young Man's blade slices through the air
missing it's target.  The Old Man pivots and slices his blade
across the Young Man's chest.  The Young Man winces in pain,
then takes a deep breath -- his body begins to shake violently.

A TRANSFORMATION BEGINS.  The image of Young Man begins to fade
and is replaced by the HOODED MAN.  He LAUGHS LOUDLY as he
holds up his arms as if prompting The Old Man for his
appreciation of the illusion.

                    OLD MAN
               (hatefully)
          Kilvara...

The Hooded Man smiles when he hears his name.

                    KILVARA
          It flatters me you remember, old one.
          It's been what... two hundred years?

                    OLD MAN
          It's not been long enough.  What
          witchcraft is this?


                                                            6

                    KILVARA
          Impressive -- is it not?  The problem
          is I can only keep the illusion for a
          few minutes.  I need more power to
          hold the form longer.  I need the
          Highlander.  Where is he?

                    OLD MAN
          I do not know -- and even if I did...

                    KILVARA
               (cutting him off)
          I know.  I know-- you would not tell
          me.  Loyalty -- it really is a
          concept that eludes me.
               (shrugs his
                shoulders)
          Oh well -- I shall find him.  Time is
          on my side.

The Old Man looks sadly at the open door.  Kilvara notices and
grins.

                    KILVARA
          Is this what you're looking for?

Kilvara opens the SACK.  Inside it is the head of the Young
Man.  Kilvara LAUGHS, a deep guttural laugh.  He turns and
starts towards the door.  Suddenly he stops and turns back to
face the Old Man.

                    KILVARA
               (mockingly)
          Oh -- I almost forgot.  Your head.

                    OLD MAN
          It does not come off as easily as the
          young ones.

                    KILVARA
               (amused)
          Perhaps -- but it comes off none the
          less.

With a savage YELL Kilvara draws his sword and lunges at the
Old Man.  The Old Man steps aside and Kilvara's sword smashes
down on the table, shattering it into splinters.

The two Horsemen step into the room and watch.  Kilvara lunges
again -- and again -- each time the Old Man side-steps him.
Kilvara swings -- the Old Man ducks -- the blade hits the stone
wall -- SPARKS FLY -- ROCK EXPLODES.  The Old Man slices his
blade across Kilvara chest.  A deep gash is cut -- blood flows.
Kilvara examines the wound.


                                                            7

                    KILVARA
          You're dead.

With brutal strength Kilvara begins his attack again, whipping
his sword through the air furiously.  Their swords cross --
sparks fly.  Kilvara is too powerful for the Old Man.  All he
can do is back up -- using his sword to block each ferocious
blow.  They pass through a large ARCH at the rear of the room.


INT.  CAVERN - NIGHT

The building is built at the mouth of a vast CAVE.  TORCHES set
in the walls of the cavern are the only source of light.  A
WOODEN BRIDGE is built over a deep RAVINE.  Kilvara and the Old
Man continue their fight across the bridge.  The Horsemen lag
behind, enjoying the battle.  The Old Man's strength is giving
way under the merciless attack.

The SPARKS from each contact is even more dazzling in the dim
light of the cavern.  Kilvara swings again.  The Old Man tries
to block it.  In one fluid movement Kilvara scrapes his SWORD
along the Old Man's -- then lunges forward -- thrusting his
blade through the Old Man's chest.  The Old Man SCREAMS in
pain.  Kilvara lifts him up with the blade.  Kilvara flings him
off the blade and onto the ground.  The Old Man is on his
knees.  Kilvara raises his sword above his head.

                    KILVARA
          There can be only one.

Kilvara brings the blade down.  It slices through the Old Man's
neck, severing his head from his body.  Kilvara waits,
preparing himself.  A stream of bright GREEN LIGHT begins to
flow from the BODY of the OLD MAN.  It grows BRIGHTER and
BRIGHTER.  The Body of the old man begins to hover above the
ground, then in a pulsing burst of energy the LIGHT flows into
Kilvara.  The force knocks him to his knees.

The GROUND SHAKES -- The walls of the cavern move.  Suddenly,
chunks of rock are blown out of the walls -- the RUMBLING SOUND
grows LOUDER and LOUDER -- blinding GREEN LIGHT FILLS the cave
and then -- a deafening EXPLOSION.  Whole sections of the
cavern begin to collapse -- covering the exit -- trapping
everyone inside.


EXT.  MOUNTAIN - WIDE SHOT - NIGHT

The RUMBLING SOUND subsides.  In the distance we hear the
savage SCREAM of Kilvara.  The CAMERA MOVES UP the side of the
mountain.  As we come over the top we see...

                                        SMASH CUT TO:


                                                            8


EXT.  NEW YORK CITY - NIGHT

The familiar towers of the city skyline stand along the bay,
their LIGHTS reflecting off the water.


EXT.  STREET - NIGHT

A thick FOG hangs in the air.  A light wind blows, moving
newspapers and other articles of trash along the deserted
street.


EXT.  ALLEY - NIGHT

Crates and trash dumpsters line the alley.  A single, naked
light bulb shines down like a spotlight.  Through the fog the
SILHOUETTE of man appears as he steps under the light.


MOVING WITH THE MAN - REVERSE SHOT

We follow the man from behind.  He is tall, dressed in a long,
tan rain-coat, jeans and sneakers.  A small TRAVEL BAG is slung
over his shoulder.  As he moves down the alley he hears a
SCRAPING SOUND.  HE stops -- but does not turn around.

A street PUNK emerges from behind a trash crate, scraping the
BLADE of his KNIFE along the wall of a building.  He studies
the man for a moment as he runs his thumb along the edge of the
blade, almost caressing it.

                    PUNK
          What'cha got in the bag?

Not only does the man not answer -- he doesn't even turn
around.

                    PUNK
          Hey -- you hear me?

CONNER MACLEOD slowly turns around.  He is mid thirties,
handsome, his chin dotted with the stubble of a beard.  He is
calm, detached -- yet under the surface there is a great
sadness from a lifetime of pain and loneliness.  He stares at
the Punk wearily -- knowing both what is going to happen and
what the outcome will be.

                    MACLEOD
               (softly)
          Yes -- I hear you.

                    PUNK
          Good.  Now, give it up.

                                                            9


Macleod studies the Punk for a moment.

                    MACLEOD
          Go home -- while you still can.

Macleod turns his back to him and starts to walk away.  The
Punk moves after him quickly.  Macleod reaches into a trash can
and pulls out a piece of PIPE.  The Punk stops and stares at
Macleod.

                    PUNK
               (amused)
          What do you think you're gonna to do
          with that?

Macleod raises the pipe, twirling it around expertly in his
hand.

                    MACLEOD
               (deadly calm)
          Let's find out.

A beat.  The Punk is losing confidence.  He looks at Macleod.

CLOSE ON MACLEOD'S EYES

Deep.  Confidant.  They radiate an intensity that seems to burn
into the Punk.

The Punk is unnerved by Macleod's calm.  Macleod waits, letting
him make the next move.  A beat.  The Punk backs away and
disappears into the darkness.  Macleod stares him for a moment,
then drops the pipe to the ground and walks off in the other
direction.


EXT.  STREET - NIGHT

Macleod stops at the mouth of the alley where it intersects
with the street.  He stares across the street.


MACLEOD'S POV

An old building.  A sign reads:  RUSSELL NASH, ANTIQUES.

A sadness falls across his face -- his mind floods with
memories as he looks at the building.

Across the street the door of the antique store opens.  RACHEL,
an attractive woman in her fifties exits -- locks the door --
walks down the street.


                                                            10

Macleod watches her affectionately -- painfully.  As she
crosses the street, he steps back into the shadows of the
alley, hiding in the darkness.  Rachel reaches the alley, then
stops -- thinks -- looks back at the Antique Store.  She is
only a few feet away from Macleod.

CLOSE ON MACLEOD

Macleod struggles to make a decision.  Slowly he raises his
hand -- reaches out -- but cannot bring himself to touch her.

Rachel starts to walk away.

                    MACLEOD (OS)
          Rachel.

No more needs to be said.  She recognizes the voice instantly.
She turns around slowly and looks behind her.  In the b.g.
Macleod steps out of the darkness.  He smiles at her weakly.

Confusion fills her face, but is quickly replaced by a wave of
emotion.  She moves towards Macleod slowly, as if trying to
determine if he is really there.  She cups her hands to his
face and stares deeply into his eyes.  No words are spoken --
none need to be.  The power of their feelings are shown in
their eyes.

                                        CUT TO:


INT.  ANTIQUE STORE - NIGHT

Crowded with tables, chairs, cabinets and other rare old
objects of furniture.  Macleod is seated at a 17th century
dinning table.  Rachel stands in the center of the room.

                    RACHEL
          You know it's not safe here for you.

                    MACLEOD
          I know.

                    RACHEL
          The police still have a lot of
          questions for Russell Nash.

                    MACLEOD
          I can take care of myself.

Rachel's emotion builds.


                                                            11

                    RACHEL
          Why are you here, Conner?  After
          seven years without a word, why have
          you come back?  You went off to make
          a new life with Brenda and that was
          the last I heard--

A sadness falls over Macleod's face.

                    MACLEOD
          Brenda's dead.

Rachel is stunned.

                    MACLEOD
               (continuing)
          Four years ago.  I've nowhere else to
          go.  You're all I have, Rachel -- and
          I'm just so tired of being alone.

His words touch her.  She opens a cabinet and pulls out a
bottle of GLENMORGANGIE scotch.  Macleod forces a weak smile.
In the light he looks tired.  She pours him a drink.

                    RACHEL
          It isn't over, is it, Conner?

                    MACLEOD
               (wearily)
          No.

                    RACHEL
          How can that be?

                    MACLEOD
          I don't know.

Rachel's face fills with compassion.  She reaches out and holds
Macleod.  He lays his head on her shoulder like a baby.


INT.  LIBRARY - NIGHT

Every inch of wall-space is filled with shelves and BOOKS.
Macleod walks along a row studying the titles.  A faint grin
falls across his face as he sees a selected works of poetry.

Rachel enters the room with a tea service and places it on the
table.

                    RACHEL
          Is there anything else you need?

                    MACLEOD
          No -- I'm fine.  Thank you.

                                                            12


                    RACHEL
          I'm glad you've come home, Conner.

                    MACLEOD
          Me too.

Rachel leaves.  Macleod takes a small book off the shelf and
looks through it.  Outside a STREAK of LIGHTNING cuts across
the night sky.  Macleod looks out the window concerned.

                                        CUT TO:


EXT.  FARM - DAY

Seventeenth century Scotland.  The CAMERA rise over an old
stone wall.  A charming farm house with stone walls and a
thatched roof sits in the distance.  Smoke drifts lazily from
the chimney.


+IN THE FIELD

A man toils behind an ox, his arms straining as he guides a
plow through the soft earth.  He stops, runs his hand across
his brow, then turns around.  It is Macleod.  His hair is
longer, but he looks exactly the same.

The FARMER and owner of the land, a kindly-looking man in his
fifties walks over to him.  He picks up and handful of soil and
tastes it.

                    FARMER
          It will be a good harvest this year.

                    MCCLEOD
          Can you really tell from doing that?

                    FARMER
          What do you think?

                    MCCLEOD
          I think you just like to eat dirt.

They both LAUGH.  SARAH, fifteen years old, with flaxen hair
and bright blue eyes approaches Macleod with a water pale.

                    SARAH
               (shyly)
          Would you care for some water,
          Conner?

                    MCCLEOD
          Aye -- that I would, lass.

                                                            13


Conner takes the ladle and pours it over his head.  He scoops
out some more water and drinks, then WINKS at Sarah.  She
blushes and runs off.

                    FARMER
          I think my Sarah fancies you, Conner.

                    MCCLEOD
          She's a treasure she is.

                    FARMER
          She'll soon be of age.

Macleod understands him only too well.

                    MCCLEOD
          Your words are kind and they flatter
          me -- but I think of her as a sister.
          Besides, you hardly know me.

                    FARMER
          I know that for six months you've
          worked hard and asked for little.
          That you're a good and honest man.
          What more need I know?

The conversation is interrupted by the SOUND of HORSES HOOVES
thundering across the fields.  TWO MEN, dirty and rough-looking
ride up to the house.  They have the look of warriors to them.
The Farmers wife and Sarah stand outside the house.


EXT.  FARM HOUSE - DAY

The Farmer arrives, out of breath from his run across the
field.  In the b.g. we see Macleod going into the barn.

                    FARMER
          Good day.

The Men do not answer.  The Farmer is nervous.  He has seen men
like this before.  A few other FARM HANDS, mostly OLD MEN and
WOMEN come in from the fields.

                    FARMER
          You are welcome to share our food and
          our fire.

                    WARRIOR #1
          We do not share, old man.  We take.

Warrior #1 dismounts.  His eyes fall on young Sarah.  He looks
back at his friend with a toothless grin.


                                                            14

                    WARRIOR #1
          You can eat if you want.  I'm going
          to start with her.

Warrior #1 walks towards Sarah who clings to her Mother.  The
Farmer stands in the path of the Warrior.

                    FARMER
          No!

Warrior #1 backhands the Farmer across the face, sending him
falling to the ground.  Sarah tries to run but the Warrior
grabs her.  He lifts her over his shoulder and carries her
inside the barn, closing the door behind them.  We HEAR Sarah
SCREAM.  A beat.  Suddenly, the doors of the barn crash open as
the Warrior flies out of the barn and lands on his back.

Macleod steps out of the barn, his Samurai in hand.  Warrior
#2, still mounted on his horse grins.

                    WARRIOR #2
          It appears this farmer has a temper.

Warrior #1 staggers to his feet.  He removes his sword and
stares angrily at Macleod.

                    WARRIOR #1
          This farmer is dead.

Warrior #1 lunges at Macleod who casually sidesteps his attack
and slices his sword across the Warriors chest.  The Warrior
GASPS, then falls to the ground dead.

Warrior #2 cannot believe what he has seen.  Anger fills his
face.  He reaches to the side of his saddle and lifts a CROSS
BOW.  Macleod changes his grip on the sword and holds it like a
spear.  He THROWS it at the Warrior at the same time he FIRES
the cross bow.  The sword flies into the Warrior's stomach.
Blood flows from his mouth.  A beat.  He falls from the saddle,
dead.

Macleod is standing, an ARROW dead-center in his chest.  Blood
flows from the wound.  He slowly walks into the barn.  The
Farmer runs after him.


INT.  BARN - MOMENTS LATER - DAY

The Farmer enters.  Macleod is on his knees, his face filled
with pain.  He pulls the arrow from his chest and stands.  The
farmer cannot believe what he has just seen.  He crosses
himself.


                                                            15

Outside, through the open barn doors we see Sarah and her
mother running towards them.  The Farmer quickly closes the
doors and bolts them.

                    FARMER
               (stunned)
          This cannot be.

                    MCCLEOD
          It is.  Do not ask me how.  I do not
          know.  I must leave, for if I stayed
          others would surely hear of this and
          worse than they will come.

                    FARMER
          Agreed.

                    MCCLEOD
               (sadly)
          I would like to say goodbye.

                    FARMER
          How?


EXT.  BARN - DAY

The doors opens and the Farmer comes outside.  He motions for
his wife and Sarah to enter.


INT.  BARN - DAY

Sarah is crying as she enters with her Mother and Father.
Macleod is laying on the ground, his head propped up under a
mat of straw.

                    FARMER
          Be quick -- he has not much time.

Tears flow from Sarah's eyes as she kneels next to Macleod.
She holds his hand.

                    SARAH
          Don't leave us, Conner.

                    MCCLEOD
               (weakly)
          It's not for me to decide.

He gently wipes her tears away with his hand.


                                                            16

                    MCCLEOD
               (continuing)
          Don't cry, wee one.  It's a better
          place I go to.

                    SARAH
          I love you, Conner.

                    MCCLEOD
          Aye -- I know, Las -- and I have
          never loved anyone more.

                    SARAH
          I'll no forget you.

                    MCCLEOD
               (sadly)
          And I you.  Go now.  Let me walk to
          heavens door alone.

The Farmer ushers his wife and Sarah from the barn.


EXT.  ROAD - NIGHT

The Farmer sits on a cart pulled by an ox.  He stops and looks
around.

                    FARMER
          This should do.

In the back of the cart Macleod lifts up a tarp and gets out.
He looks down in the valley.  He can see the LIGHTS in the
FARMHOUSE below.

                    FARMER
          Go.  I will dig a grave and mark it
          with your name.

The farmer's voice is distant.  He is still unable to grasp
what he has seen.

                    MCCLEOD
          Thank you.

Macleod reaches up his hand.  The Farmer does not take it.
Macleod understands.  He starts to walk off into the night.

                    FARMER
          Conner?

Macleod turns around.


                                                            17

                    FARMER
          I will not pretend to understand what
          I have seen this day.  I am a simple
          man.  Whatever you be -- demon or
          spirit -- I thank you for the life of
          my Sarah and I wish you God's peace.

The Farmer turns the cart around, leaving Macleod alone,
staring into the night.

                                        CUT TO:


INT.  LIBRARY - NIGHT

Macleod is still staring out the window as the memories fade
back into the past.  He opens the book of poetry and searches
through it.

                    MACLEOD
               (reading aloud)
          The forest is lovely.  Dark and deep
          -- but I have promises to keep -- and
          miles to go before I sleep.

Another FLASH of LIGHTNING.  He looks out the window into the
night.

                    MACLEOD
               (wearily)
          "Miles to go before I sleep"

                                        CUT TO:


EXT.  ARCHAEOLOGICAL SITE, SCOTTISH HIGHLANDS - LATE AFTERNOON

The WIND HOWLS through the valley.  Outside the crumbling RUINS
of the STONE BUILDING (we saw in the opening sequence) are
several four wheel drive trucks and vans.  PROFESSOR PAUL
DAJORSKI, is a typical academic in his fifties: beard, glasses,
pipe, tweed jacket.  He walks across the field with a REPORTER
and CAMERAMAN.

                    PROFESSOR DAJORSKI
          For years this site was thought to
          hold no archaeological value.  That
          is until a few weeks ago when some
          local boys discovered what appears to
          be a collapsed passageway that leads
          into a cavern.

                    REPORTER
          How much longer until you expect to
          enter the main cavern?

                                                            18


                    PROFESSOR DAJORSKI
          That's what we're going to find out
          now.

A STREAK OF LIGHTNING CUTS across the clear blue sky.
Professor Dajorski looks up.

                    REPORTER
               (referring to the
                lightning)
          I've never seen anything like that
          before.

                    PROFESSOR DAJORSKI
          It just started a few hours ago.

WORKERS exit the building pushing wheelbarrows filled with rock
and dirt.  The Professor enters the stone building, followed by
the Reporter and his team.


INT.  STONE BUILDING - LATE AFTERNOON

Inside groups of VOLUNTEERS attend to various functions.
Professor Dajorski walks through the room.  The Camera Crew
follows.

WE MOVE WITH THEM as they walk down a long tunnel that leads
into the mountain.

JENNIFER HILLMAN an attractive woman in her late twenties
stands next to a TECHNICIAN.  They each watch the screen as
bright green light oscillates up and down.  She looks up at
Dakorski.

                    JENNIFER
          Electro magnetic soundings indicate
          we've only got a few inches of rock
          left before we reach the main
          chamber.

                    REPORTER
          Any idea how big the cavern is on the
          other side?

                    JENNIFER
          Huge.

                    REPORTER
          What are you hoping to find inside?

The question strikes Jennifer as odd.


                                                            19

                    JENNIFER
          You guys are from the British museum,
          right?

                    REPORTER
          No -- we're from Strange facts and
          mysteries.  It's a syndicated show
          out of..

                    JENNIFER
               (to Dajorski)
          Paul.  I thought we agreed.  No
          press.

                    PROFESSOR DAJORSKI
          Just a little.  Who knows what we're
          going to find in there.  It could be
          a huge excavation.  A little friendly
          PR never hurt.

                    JENNIFER
          Where is the film crew from the
          British Museum?

                    PROFESSOR DAJORSKI
          They've had a little car trouble.
          I'm afraid they won't be here until
          after dark.

                    JENNIFER
          Then we shouldn't break into the
          cavern until tomorrow morning.  This
          could be a very important find.  I
          want it documented.

                                        CUT TO:


EXT.  ARCHAEOLOGICAL SITE - NIGHT

All is quiet.  Trucks and Vans are parked near the structure.

                                        CUT TO:


INT.  STONE BUILDING - TUNNEL ENTRANCE - NIGHT

A GUARD sits in a fold-out chair at the entrance to the tunnel.

                                        CUT TO:



                                                            20

INT.  TUNNEL - NIGHT

ELECTRIC LIGHTS are set up at intervals along the tunnel.  We
HEAR a SCRATCHING SOUND.  A beat.  The SOUND grows LOUDER.  One
of the huge rocks blocking the tunnel begins to move.  It moves
forward slowly, then falls to the ground with a THUD.  There is
now a hole in the wall.


INT.  STONE BUILDING - TUNNEL ENTRANCE - NIGHT

The GUARD hears the SOUND.  He turns around and looks down the
tunnel, then enters.


INT.  TUNNEL - NIGHT

The Guard reaches the end.  He sees there are now several rocks
on the ground and the hole in the wall is now even bigger.  The
Guard slowly removes a FLASH LIGHT and moves towards the wall.
He shines the light inside and looks in.  A beat -- then,
suddenly and hand reaches out, grabbing the Guard and pulling
him in through the hole.  A beat.  ALL IS QUIET.

Kilvara steps out through the hole holding his sword.  He
shields his eyes from the light and moves towards the exit.

                                        CUT TO:


EXT.  STONE BUILDING - NIGHT

Kilvara steps outside.  He takes a deep breath, filling his
lungs with the cool night air.  A moment later he is joined by
the two Horsemen.  Kilvara closes his eyes.

                    KILVARA
          Can you feel it?  There is another
          one among us.  It has not ended?

                    HORSEMAN #1
          What now?

Kilvara opens his eyes and slowly looks at the Horseman.

                    KILVARA
          Everything is as it was before.

Kilvara raises his sword -- swings in at the Horseman -- and
severs his head from his body.  The other Horseman looks on in
horror.  He backs up slowly, then runs off.  Kilvara prepares
himself to receive the power.



                                                            21

EXT.  STONE BUILDING - WIDE SHOT - NIGHT

A Brilliant GREEN LIGHT pierces the darkness, lighting the
front of the Stone Building.

                                        SMASH CUT TO:


INT.  MACLEOD'S BEDROOM - NIGHT

Macleod bolts up in bed.  He stares out the window sadly.

                                        CUT TO:


EXT.  COUNTRY ROAD - DAY

Seventeenth century England.

Macleod rides his horse along a road blanketed by dense forest
on each side.  Suddenly, he stops his horse as a premonition
fills him.  He looks around.  A horse is tethered to a tree off
the road.

                    MAN'S VOICE
          Good day.

The VOICE comes from above.  Macleod looks up.  Sitting on the
branch of a tree that extents over the road is THOMAS
CAVANAUGH.  He is a large, robust MAN in his fifties dressed in
thick sheepskins.  He drops from the tree landing before
Macleod.  Macleod slowly reaches for his Samurai.

                    CAVANAUGH
          You'll have no need for that,
          Highlander.

                    MCCLEOD
          Since we hardly know each other, I'm
          sure you'll understand if I hold one
          to it for awhile.

                    CAVANAUGH
          Caution shows wisdom.

Cavenaugh notes the Samurai.

                    CAVANAUGH
          I know that weapon.  It belonged to
          Juan Romeriz.  He's dead?

                    MCCLEOD
               (sadly)
          Aye.


                                                            22

                    CAVANAUGH
          You?

                    MCCLEOD
          No.  He was my brother.  He died at
          anothers hand.

                    CAVANAUGH
          We too are brothers, Macleod.  In
          fact, you have more family than you
          think.

                    MCCLEOD
          Who are you?

                    CAVANAUGH
          Thomas Cavenaugh.  I am a teacher of
          sorts.  Like Romeriz I help those
          newly acquainted with our life.

                    MCCLEOD
          I learned my fill from Romeriz.

                    CAVANAUGH
          Indeed you did.  And now it is time
          for you to pass on to others what you
          learned from him.

Cavenaugh walks over his horse and mounts it.

                    MCCLEOD
          So they can take my head?

Cavenaugh rides over to Macleod.

                    CAVANAUGH
          Your head is not important,
          Highlander.  What is important is the
          prize.  It must go to one who would
          not misuse it.  Ride with me.  Come
          and meet your family.

Cavenaugh's horse begins to walk away.  Macleod stares after
him, then follows.

                                        CUT TO:


EXT.  ANCIENT CHURCH - DAY

The Church stands alone in a valley, it's stone walls collapsed
from time and neglect.  Fog carpets the ground.  HORSES and
CARTS are in front of the building.



                                                            23

INT.  ANCIENT CHURCH - DAY

Only three of the four stone walls are standing.  A large
section of the roof is gone.  Inside are about thirty MEN,
WARRIORS, fierce and hard-looking.  They stand before what once
was the altar and listen as Cavenaugh speaks.

                    CAVANAUGH
          I've called this gathering on holy
          ground so that each man might take
          comfort in knowing he is protected
          inside the confines of these walls.
          None of us, good or evil would dare
          raise a hand against the other in
          God's house.

                    MAN #1
          If God protects us so, why has he
          cursed us?

                    CAVANAUGH
          God's purpose for us is unclear, save
          that he has given us a gift.

                    MAN #2
          A gift?  You call never growing old -
          - watching friends and loved ones die
          a gift?

                    CAVANAUGH
          I do not profess to know what is in
          God's mind.  He has chosen us.  We
          are his warriors through time.  The
          final Gathering is still far away but
          the prize must be captured by a man
          who is pure of heart.  Those of us
          who would use the prize for goodly
          purpose must band together against
          those who would use it for evil.

In the back of the room, standing alone is Macleod.  His eyes
are on the altar, but his mind seems far away.

                                        CUT TO:


EXT.  ANCIENT CHURCH - LATER - DAY

Macleod walks with Cavanaugh, weaving through the crowd of men
and horses.


                                                            24

                    MCCLEOD
          The prize?  So much blood so that in
          the end the one that remains will be
          mortal again.  So much pain so that
          the winner can grow old and have
          children.  The prize hardly seems
          worth the cost of it.

                    CAVANAUGH
          There will be more to the prize than
          that.  Power will come with it -- and
          it must be used for good.

                    MCCLEOD
          The days of magic are ending.  The
          world is changing.

                    CAVANAUGH
          Aye -- yet one such as I who has
          wandered this world for nearly nine
          centuries can remember back to other
          days of change.  Days of Robin of the
          Hood and Arthur Pendragon.  They were
          real enough once, but they drifted
          into men's dreams and became legend -
          - as we shall do one day.

Macleod stops at his horse.

                    MCCLEOD
          I grow weary of the fight.

Macleod mounts his horse.

                    CAVANAUGH
          You cannot run from your destiny,
          Conner.

                    MCCLEOD
          Perhaps -- but if I must face it, let
          it find me, for I shall search for it
          no more.

                                        CUT TO:


EXT.  ARCHAEOLOGICAL SITE - MORNING

Professor Dajorski walks quickly to the Stone Building.  The
area is surprisingly empty.  Jennifer walks over to meet him.

                    PROFESSOR DAJORSKI
          What's going on?  Where is everyone?


                                                            25

                    JENNIFER
          We're holding the workers down below.

                    PROFESSOR DAJORSKI
          Why?

                    JENNIFER
          Someone broke into the cavern last
          night.

                    PROFESSOR DAJORSKI
          What?  How?

Jennifer begins to walk.  Dajorski follows.

                    JENNIFER
          We're not quite sure.  The Guard was
          knocked out.

Dajorski is concerned.  Jennifer waves him off.

                    JENNIFER
          He's fine.  He swears he never left
          his post for a moment.  He heard a
          noise and when he went back to look
          they were already inside.

                    PROFESSOR DAJORSKI
          How could they get by him?

                    JENNIFER
          I don't know.

Jennifer stops.  A few feet away lies the torso of the horseman
covered by a blanket.  Beside him, covered with a jacket is the
head.  Dajorski looks at it.

                    JENNIFER
               (pointing)
          We found him this morning.

                    PROFESSOR DAJORSKI
               (pointing)
          What's that next to him?

                    JENNIFER
          His head.  Someone cut it off.

Dajorski shivers at the thought of it.

                    JENNIFER
          Look at this.


                                                            26

Jennifer lifts the cloth.  Dajorski isn't pleased with the
sight, but he immediately sees what she is referring to.  He
bends down and examines the dead man's clothing.

                    PROFESSOR DAJORSKI
          Incredible.  The cloth -- the buttons
          -- it looks to be mid sixteen
          hundreds.  It's a remarkable
          duplication.

                    JENNIFER
          I don't think it is a duplication.

                    PROFESSOR DAJORSKI
          It has to be.

                    JENNIFER
          And this?

Jennifer lifts the sword.  Dajorski examines it.

                    PROFESSOR DAJORSKI
          Same period -- and exceptionally well
          preserved.  Jennifer, what's going on
          here?

Jennifer look back at the stone building.

                    JENNIFER
          That's a good question.  That's a
          very good question.

                                        CUT TO:


INT.  ANTIQUE STORE - DAY

Macleod comes out of the elevator.  He walks over to Rachel at
the counter.

                    MCCLEOD
          I'm going out for a while.

Rachel opens a drawer and removes a set of keys.  She hands
them to him.

                    MCCLEOD
          You kept it?

                    RACHEL
          Yes.

Macleod smiles and kisses her on the forehead.



                                                            27

INT.  GARAGE - DAY

A tarp is pulled off of a 1958 convertible PORSCHE.


EXT.  STREET - DAY

The PORSCHE roars up the driveway and out onto the street.


INT.  CHURCH, NEW YORK - AFTERNOON

Filtered light flows through stain glass windows.  Macleod sits
alone in the pew.  He stares at the altar, his mind deep in
thought.  A PRIEST walks down the aisle -- stops -- studies him
for a moment, then sits beside him.

                    PRIEST
          You look troubled my son.

Macleod's mouth hints at a grin from the Priest's
understatement.  He does not look at the Priest.

                    PRIEST
          Sometimes we feel better if we talk
          about the things that bother us.  How
          long has it been since your last
          confession?

                    MCCLEOD
               (distantly)
          A long time.

                    PRIEST
          Perhaps if you--

                    MCCLEOD
          I don't think confession will help
          me, father.

Macleod stands and prepares to leave.

                    PRIEST
          Redemption is one of God's gifts.

Macleod looks at the Priest sadly.

                    MCCLEOD
          God's gifts?  You mean like, life,
          having children, growing old, dying
          and heaven?

                    PRIEST
          Exactly.


                                                            28

                    MCCLEOD
          Those are gifts I can never have.

Macleod walks down the aisle.

                    PRIEST
          You are too young to be so bitter.

Macleod stops.  He turns back and looks at the Priest.

                    MCCLEOD
               (sadly)
          I'm older than I look.

                                        CUT TO:


EXT.  DOCKS - DUSK

A desolate area of the RIVER.  Abandoned WAREHOUSES line the
waterfront.  His PORSCHE is parked in the b.g.  Macleod leans
against the railing, staring out over the water.  A beat.
Suddenly, Macleod stiffens, his gaze lifts off the water.  A
premonition fills him.  He turns around, knowing what he will
find behind him.


MACLEOD'S POV

The other Horseman approaches.  He holds his broad sword at his
side.

Macleod holds his hand up.

                    MCCLEOD
          Wait.  We don't have to do this.

The Horseman lunges at Macleod.  He raises the sword and brings
it down quickly.  Macleod moves quickly to his side.  The sword
miss him by inches as it smashes into the railing, slicing
through the metal.

Macleod stares into the Horseman's eyes -- they are cold,
savage.  He knows there is not point in talking.

                    MCCLEOD
          Alright.

Macleod opens his rain coat and slowly removes the ancient
Samurai sword.  He expertly twirls the sword as he raises it
over his head and holds it in a fighting stance.  A beat.  Both
men lock eyes.  The Horseman attacks.

Blades cross.  Sparks fly.  The men move across the quay
towards the warehouse.

                                                            29


The Horseman thrusts his sword.  Macleod steps to the side and
slices the blade of the Samurai across the Horseman's face.  A
deep gash appears, blood flows down his cheek.  The Horseman
touches the wound, looks at the blood on his finger, then
tastes it.  He grins and attacks.

The Horseman whirls his sword, swinging furiously at Macleod.
Blow after powerful blow pounds against the samurai.  Macleod
is backed up against the railing.  The swords cross and
remained locked -- each man pushing against the other in a show
of strength.

The Horseman knees Macleod in the groin.  Macleod doubles over.
The Horseman brings the butt of his sword down hard between
Macleod's shoulder blades.  Macleod falls to his knees,
dropping his sword.  The Horseman lifts the Samurai and throws
it behind him.  Macleod struggles to shake the pain from his
body as the Horseman raises the sword above Macleod's neck.

As he brings it down, Macleod lunges forward, hurling his body
into the Horseman and picking him.  Macleod's runs across the
quay carrying the Horseman on his shoulder.  The Horseman
raises his sword above his head.  Macleod heads towards one of
the large windows of the warehouse.


INT.  MEAT PACKING WAREHOUSE - DUSK

CRASH!  Glass shatters as Macleod and the Horseman break
through the window.  Carcasses of BEEF hang from hooks on a
curving S-HAPED processing line.  Slowly the two warriors get
to their feet.  The Horseman's sword is a few feet behind him.
He stands and walks to it.  Macleod looks around the room,
looking for something -- anything -- that might be used as a
weapon.

The Horseman attacks, swinging his sword wildly.  Macleod grabs
the racks of beef, using them as a shield.  The Horseman's
blade slices through the meat.  Macleod back up, grabs another
side of beef and pushes it into the Horseman.  The impact
knocks the Horseman to the ground.  His sword slides across the
floor.  The Horseman gets up and walks over to his sword.

Macleod grabs one of the MEAT HOOKS and hurls it towards the
Horseman's back.  The Horseman has just about reached the sword
when the Hook spears him between the shoulder blades.

Macleod pushes a RED BUTTON.  The processing line begins to
move -- the hook lifts, picking the Horseman off the ground.
The Horseman tries desperately to reach the hook, but he
cannot.  Macleod picks up the sword and readies himself.  The
Horseman heads back towards Macleod .  In one fluid motion
Macleod cuts off his head -- leaving the rope intact.  The
headless body continues to swing across the room.

                                                            30


A beat.  Macleod readies himself for what he knows his coming.
Sparks of green light begin to pulse out from the Horseman's
headless body.

Macleod's body stiffens as a jolt of power fills him.  Overhead
LIGHT FIXTURES CRACKLE as the LIGHT BULBS begin to glow.  The
ENGINE of an old fork lift comes to life.  A RADIO turns on
filling the room with MUSIC.


EXT.  WAREHOUSE - NIGHT

One by one the WINDOWS EXPLODE, raining a shower of glass on
the dock -- and then -- SILENCE.

An exhausted-looking Macleod staggers out of the building.  He
searches through the darkness until he finds his sword, then
runs off into the night.

                                        CUT TO:


EXT.  RIVER - DAY

Seventeenth century England.

Macleod rides along the shores of the river.  Cavanaugh rides
beside him, singing and old FOLD SONG loudly.  His voice
clearly annoys Macleod.

                    MCCLEOD
          Must you do that?

                    CAVANAUGH
          What?

                    MCCLEOD
          Sing.

                    CAVANAUGH
          It is a beautiful day.  I am merely
          enjoying it.

                    MCCLEOD
          Can't you enjoy it quietly?

                    CAVANAUGH
          Are you always this pleasant?
               (Macleod doesn't
                answer)
          You know what you're problem is?

                    MCCLEOD
          You?

                                                            31


Cavanaugh forces a grin.  He stops his horse.  Macleod stops
beside him.

                    CAVANAUGH
          Life.  You've stopped living it.  You
          look, but you do not see.  You listen
          but, you do not hear.

                    MCCLEOD
          I hear you.

                    CAVANAUGH
          What else?  What else do you hear
          right now?

Macleod listens for a moment.

                    MCCLEOD
          The river.

                    CAVANAUGH
          That's all?

                    MCCLEOD
          Yes.

Cavanaugh closes his eyes.

                    CAVANAUGH
          Do you not hear the wind in the
          trees?  The songs of the birds.  The
          horses breath?
               (beat)
          There is a whole world around you.
          Alive.  Living.  Feel it -- become
          part of it.  Live your life,
          Highlander.  It's going to be a long
          one.

                    MCCLEOD
          That is what bothers me.

                    CAVANAUGH
          I see.  You don't care about life
          anymore.

Macleod shrugs his shoulders, indicating he doesn't care.

                    MCCLEOD
          I guess not.


                                                            32

In an instant Cavanaugh draws his sword and swings it at
Macleod's neck.  Just as quickly Macleod removes his Samurai
and blocks the attack.  A beat.  Cavanaugh grins, then lowers
his sword.

                    CAVANAUGH
          You protect yourself well for a man
          who doesn't care if he lives or dies.

Cavanaugh moves his horse forward.

                    CAVANAUGH
               (looking back at
                Macleod)
          Fear not, my friend -- we're all
          going to die.  It's just going to
          take us longer, that's all.

                                        CUT TO:


INT.  INN - NIGHT

A small country inn.  A fire roars in the fireplace.  Macleod
sits at a table, staring into the flames.  Cavanaugh joins him
carrying to tankards of ale.  A beat.  Cavanaugh does not
interrupt Macleod's thoughts.

                    MCCLEOD
          I'm leaving.

                    CAVANAUGH
          Leaving what?

                    MCCLEOD
          England.  There is nothing for me
          here anymore.

                    CAVANAUGH
          And what do you think you will find
          in another land?

                    MCCLEOD
          Maybe myself.

                    CAVANAUGH
          Then it's worth the journey.

Macleod holds out his hand.

                    MCCLEOD
          Thank you, Thomas.

                    CAVANAUGH
          For what?

                                                            33


                    MCCLEOD
          For being a friend when I needed one.
          I hope our paths cross again.

                    CAVANAUGH
          I'm sure they will.

                    MCCLEOD
          As friends -- always as friends.

                    CAVANAUGH
          We cannot write our destiny, Macleod.
          In the end it could be you and me.

                    MCCLEOD
          That is a thought that doesn't please
          me.

                    CAVANAUGH
          If it came down to it what would you
          do?

                    MCCLEOD
          I do not know.  I pray that I shall
          never have to raise my sword against
          one that I call friend.

Cavanaugh raises his tankard.  Macleod joins him.  They tab
there tankards together and drink.

                                        CUT TO:


EXT.  MEAT PACKING WAREHOUSE - MORNING

Several BLACK AND WHITE POLICE CARS are in front of the
building.  An unmarked car drives up and BEDSOE the cop from
Highlander one gets out.  He is older, heavier and now a
Lieutenant.  He walks towards the entrance of the warehouse.


INT.  MEAT PACKING WAREHOUSE - MORNING

POLICE OFFICERS and members of the FORENSIC TEAM search through
the rubble for clues.  The headless corpse of the Horseman is
still hanging from the meat hook in between several slabs of
beef.  Bedsoe enters at stares at the gruesome sight.  A
DETECTIVE GRELEY, a sloppy-looking man in his thirties joins
him.

                    DETECTIVE GRELEY
          Caretaker found him this morning.
          He's got no I.D. on him -- we'll have
          to run his prints.

                                                            34


Bedsoe looks around the room.  The scene is all too familiar to
him.

                    DETECTIVE GRELEY
          So, whaddaya think, Lieutenant,
          U.S.D.A?

Greley grins.  Bedsoe looks at him askance.

                    BEDSOE
          Did you find a sword?  An old sword?

                    DETECTIVE GRELEY
               (surprised)
          Yeah -- how'd you know that?

Bedsoe ignores the question.  He looks away, his mind deep in
thought.

                    BEDSOE
               (quietly to himself)
          He's back.

                                        CUT TO:


EXT.  MUSEUM - MORNING

An old building set among warehouses and abandoned buildings.
In the b.g. looms the modern high-rises of the city.


INT.  OFFICE - MORNING

A large room, filled with tables that are piled high with
artifacts.  Professor Dajorski enters, hangs up his jacket and
walks across the room.  Jennifer is asleep at a workbench, her
head resting on the surface.  Dajorski stares at her for a
moment, then gently wakes her.

                    PROFESSOR DAJORSKI
          You stayed here again last night?

                    JENNIFER
          I was working on the cataloging.

                    PROFESSOR DAJORSKI
          Jennifer, there is more to life than
          work.

                    JENNIFER
          I know, Paul.


                                                            35

                    PROFESSOR DAJORSKI
          Do you?  Then why don't you go out?
          Meet someone.  Make a life for
          yourself instead of hiding away in
          the past?

                    JENNIFER
          I like my work.

                    PROFESSOR DAJORSKI
          I'm having some people over tonight
          for dinner -- I'd like you come.

                    JENNIFER
               (smiles)
          We'll see.

Dajorski knows her well enough to know when to stop pushing.
He places a copy of the morning paper in front of her.

                    PROFESSOR DAJORSKI
          Take a lok at this.

Jennifer lifts the paper.

                    JENNIFER
               (reading)
          The headless corpse of a man was
          found early this morning in a meat
          packing warehouse near the river.
          Police say the unidentified body was
          dressed in what appears to be a
          costume from the seventeenth
          century...

Jennifer lowers the paper and looks at Dajorski with confusion.

                                        CUT TO:


INT.  BANK - DAY

An old building with several large PILLARS running from floor
to ceiling.  MR. PARKER, a distinguished looking man in his
forties stands at counter.  He finishes filling out a deposit
slip, then endorses the back of a check.  Parker looks at the
line, puts the check in his BRIEFCASE, then walks towards the
bathroom.


SOMEONE'S POV

of Parker walking into the bathroom.  The POV slowly heads
towards the bathroom.


                                                            36


INT.  BATHROOM - DAY - SOMEONE'S POV

walking along the stall, looking under them to see if they are
occupied.  We come to one and see a pair of shoes.  A beat.
The POV rises, as if the person is straightening up.  A beat.
Suddenly the door is kicked open, revealing Mr. Parker siting
on the toilet.  He looks up, startled.


PARKER'S POV

Kilvara is standing at the entrance of the stall with a grin.

                    KILVARA
          Don't get up.


INT.  BANK, TELLER'S WINDOW - DAY

The TELLER, a bored middle-aged woman looks up routinely as Mr.
Parker walks to her window with his check in one hand, his
briefcase in the other.

                    TELLER
          Good afternoon, Mr. Parker.

                    MR. PARKER
          Good afternoon...
               (looks at name plate)
          ... Shirley.

                    TELLER
          Would you like to deposit this in
          your account?

                    MR. PARKER
          No.  The money, please.

                    TELLER
          This check is for sixteen thousand
          dollars.  That's a lot of cash to be
          carrying around.

                    MR. PARKER
          I can take care of myself.

                    TELLER
          Alright.  It's going to take a few
          minutes.  I have to call and verify
          the funds.

We hold on Mr. Parker who is becoming a little anxious.

The Teller is on the phone.

                                                            37


                    TELLER
          Yes -- I'll hold.

Mr. Parker taps his fingers on the counter.  The CLOCK on the
wall behind him reads: 1:10

The Teller hangs up the phone and walks back to her station.
Mr, Parker looks pale, beads of sweat dot his forehead.  The
CLOCK on the wall now reads: 1:22.  The Teller takes out
several stacks of ONE HUNDRED DOLLAR BILLS.  She starts to
count them.  Mr. Parker scoops them into his briefcase.

                    MR. PARKER
          That's okay -- I trust you.

Mr. Parker walks away.  His face sweats more, his body
stiffens.  He draws the attention of a GUARD.  Mr. Parker walks
behind one of the PILLARS as he heads for the exit.  When we
see him again he looks different.  He passes behind another --
and again when we see him he appears different.  From pillar to
pillar his shape changes until when he passes from behind the
last one he is now Kilvara.

The Guard cannot believe what he has seen -- or what he thinks
he has seen.  He weaves in an out of the pillars looking for
any sign of Mr. Parker.  There is none.  He rushes up to
Kilvara who is still holding the BRIEFCASE.

                    GUARD
          Just a moment, Sir.

Kilvara stops.  He turns around slowly.

                    GUARD
          Would you come with me please?

                    KILVARA
          I think not.

The Guard moves closer.  Kilvara slowly reaches his free hand
under his jacket.  The Guard instantly removes his revolver and
aims it at Kilvara.

                    GUARD
          Freeze!

Kilvara stares at the gun with amusement.  In a flash his sword
his drawn.  He moves towards the Guard.  The Guard FIRES.  The
first three shots hit Kilvara in the chest -- his light colored
shirt splatters with blood.  The shots drive him backwards but
not down.  He staggers forward.  The Guard FIRES three more
shots.  Kilvara falls to the ground on his back.


                                                            38

The Bank breaks into Chaos.  CUSTOMERS dive to the ground.  The
Guard slowly moves over Kilvara and kicks the sword away.  He
leans over to take a pulse.  Kilvara's eyes open.  He grabs the
Guard by the throat and lifts him off the ground and he stands.
Kilvara pushes him against the wall and stares angrily into his
eyes.

                    KILVARA
               (pissed off)
          That hurt.

In the b.g. we HEAR POLICE SIRENS.  Kilvara knows he has little
time.  He lets go of the Guard, picks up his sword and runs
from the bank.

                                        CUT TO:


INT.  ANTIQUE STORE - DAY

The elevator opens and Macleod steps out carrying a DUFFLE BAG.
Rachel is at the counter.

                    RACHEL
          What are you doing?

                    MCCLEOD
          I shouldn't have come back here.  It
          was a mistake.

                    RACHEL
          Is it a mistake for someone to go to
          the ones who love them when they're
          in trouble?

                    MCCLEOD
          Yes -- when their troubles can harm
          them.

                    RACHEL
          Why won't you ever let anyone help
          you?

Macleod puts his bag down near the counter.  He touches
Rachel's face lightly.

                    MCCLEOD
          Because no one can.

We HEAR the BELLS on the front door as someone opens it.

                    MAN'S VOICE
          Hello, Nash.


                                                            39

Macleod turns around.  Bedsoe is standing at the door with TWO
DETECTIVES.

                    MCCLEOD
          Detective Bedsoe.

                    BEDSOE
               (correcting him)
          Lieutenant.

                    MCCLEOD
          Congratulations.

Bedsoe walks towards him.  Rachel pushes the duffel bag behind
the counter with her foot, hiding it from Bedsoe's view.

                    BEDSOE
          Guess what we found this morning?

Macleod shrugs his shoulders.

                    BEDSOE
               (continuing)
          A body -- with it's head cut off.
          Sound familiar?

Macleod doesn't answer.

                    BEDSOE
               (continuing)
          When did you get back?

                    MCCLEOD
          A few days ago.

                    BEDSOE
          That's what I figured.  Well, I have
          a little home coming present for you.

Bedsoe pulls out his HANDCUFFS and dangles them before Macleod.

                    BEDSOE
               (continuing)
          I've been waiting seven years for
          this.

                                        CUT TO:


INT.  INTERROGATION ROOM, POLICE STATION - DAY

Macleod and Bedsoe sit on opposite side of a table.


                                                            40

                    BEDSOE
          Where were you last night around
          nine?

                    MCCLEOD
          I already told you.  I took a walk.

                    BEDSOE
          Tell me again.  Where'd you go?

                    MCCLEOD
          Central Park.

                    BEDSOE
          Doesn't it scare you walk through the
          park at night?

                    MCCLEOD
          No.  I don't scare easy.

                    BEDSOE
          Where have you been for the last
          seven years?

                    MCCLEOD
          Around.

                    BEDSOE
          And Brenda?

A sadness falls across Macleod's face.  Bedsoe has seen that
look before -- he knows what it means.

                    BEDSOE
          How?

Macleod doesn't answer the question.  His personal life is not
open for discusion.

                    BEDSOE
          She was a good woman.

                    MCCLEOD
          You didn't bring me here to talk
          about her.

                    BEDSOE
          No.

Bedsoe picks up an 8x10 PHOTOGRAPH of the HEADLESS CORPSE in
the meat packing warehouse.


                                                            41

                    BEDSOE
               (continuing)
          I brought you here to talk about him.
          Do you know him?

                    MCCLEOD
          No.

                    BEDSOE
          You sure?

                    MCCLEOD
          He doesn't look familiar -- but then
          he'd probably be easier to identity
          with his head.

Macleod and Bedsoe lock eyes.  A beat.  There is a KNOCK on the
two-way mirror.  Bedsoe gets up and leaves the room.


INT.  HALL - DAY

Bedsoe walks over to CAPTAIN NEWSOME.  We can Macleod through
the mirror.

                    BEDSOE
          I'm in the middle of an
          interrogation, Captain.

                    CAPTAIN
          Interrogation's over, Bedsoe.

                    BEDSOE
          What?

                    CAPTAIN
          Cut him loose.  The D.A. says you
          ain't got shit on this guy.

                    BEDSOE
          You don't understand.  About seven
          years ago we found the body of a guy
          named Vasilnic in Jersey.  A week
          later in the parking lot of Madison
          Square Garden we found Iman Fasil.
          Three days after that Luman Castageer
          was found in an alley.  The fourth
          body we've never been able to
          identify.  All four men died from
          decapitation.  Nash was our primary
          suspect -- but he disappeared.

                    CAPTAIN
          It's circumstantial.


                                                            42

                    BEDSOE
          For Chrissake!  Gimme a break.  The
          guy disappears for seven years and as
          soon as he comes back it starts
          again.

                    CAPTAIN
          I see your point, Bedsoe, but I have
          to look at this from the law's point
          of view.  There's something missing
          here.  It's something I'm sure you've
          come across many times in your
          career.  It's called evidence.
               (beat)
          Get me a murder weapon with his
          fingerprints on it.  Find me an eye
          witness.  Dig up a motive.  Until
          then we don't have a case against
          him.

The Captain walks away.  Bedsoe is furious.  He looks at
Macleod who is staring at him through the mirror as if he knows
exactly what is going on.


INT.  SQUAD ROOM - DAY

Macleod walks towards the exit with Bedsoe.

                    BEDSOE
          This isn't over Nash.  It's just
          beginning.

Jennifer is sitting on a chair.  She gets up and walks over to
Bedsoe.

                    JENNIFER
          Lieutenant Bedsoe?

                    BEDSOE
          Not now.  I'm busy.

Macleod's attention is focused on Jennifer.  It's as if he
knows her but can't quite place her.

                    BEDSOE
               (to Macleod)
          I'm gonna nail you, Nash.  That's a
          promise.

                    MCCLEOD
          Is that it?

Bedsoe steps in.  His face is inches from Macleod's.


                                                            43

                    BEDSOE
          No.  I'm telling you right now, the
          next person's head that comes off is
          gonna be yours.

                    MCCLEOD
               (sarcastically)
          Lieutenant, you're really frightening
          me.

                    BEDSOE
               (controlled anger)
          Get outta here.

Macleod walks out the door.  He stops and looks back at
Jennifer again, then leaves.  Bedsoe NODS to a DETECTIVE who
starts to walk after him.  Macleod appears in the doorway again
with a grin.  The Detective stops and tries to act nonchalant.
Macleod leans towards him.

                    MCCLEOD
               (to Detective)
          I'm going to Jimmy's Bar on West
          sixty seventh for drink.  See you
          there.

Macleod grins at Bedsoe, then leaves.  Bedsoe stares after him
hatefully.  Jennifer approaches him again.

                    JENNIFER
          Lieutenant?

                    BEDSOE
               (snapping)
          What?  Who are you?  What do you
          want?

                    JENNIFER
          My name is Jennifer Hillman.  I'm an
          archaeologist.  I read in the paper
          about the murder yesterday and I
          thought I should come talk to you.

                    BEDSOE
          Talk to me about what?

Jennifer opens an ENVELOPE and removes a PHOTO of the corpse of
Horseman #1 at the Scotland site.

                    JENNIFER
          About this.

Bedsoe looks at the PHOTO, then back at Jennifer.  He ushers
into his office and closes the door.  Through the GLASS PARTION
we see them talking.

                                                            44


                                        CUT TO:


INT.  MORGUE - DAY

Bedsoe is there with Jennifer.  A the headless CORPSE of
Horseman #2 is laying on one of the steel tables.  The MEDICAL
EXAMINER, a short, fat man in his forties is eating a donut.

                    MEDICAL EXAMINER
          Well, it wasn't easy but I finally
          determined the cause of death.

Bedsoe doesn't find any humor is this.  Jennifer goes over to
the counter and looks through the personal affects.

                    BEDSOE
          What else?

                    MEDICAL EXAMINER
          Nothing.  Besides not having a head
          he's in perfect health.  No cavities.
          No broken bones.  Have you found out
          who he is?

                    BEDSOE
          He's nobody.  The police, the F.B.I,
          Interpol -- nobody has record of this
          guy.  It's like he was never born.

Jennifer is examining the Horseman's jacket.

                    JENNIFER
          That's exactly what Scotland Yard
          said about the person we found at the
          site.

Bedsoe walks over to Jennifer.

                    BEDSOE
          What do you think?

                    JENNIFER
          They appear to be authentic.

                    BEDSOE
          Why are people walking around New
          York with swords, dressed in mid evil
          clothing?

                    JENNIFER
          Well, technically it's not mid evil -
          - it's Renaissance.


                                                            45

                    BEDSOE
          Whatever -- it's old clothing, right?
          This is some weird shit.

Detective Greley enters.

                    DETECTIVE GRELEY
          Hey Lieutenant, the boys in robbery
          have something I think you should
          look at.

                    BEDSOE
          What is it?

                    DETECTIVE GRELEY
          A tape from the surveillance camera
          at the First National Bank.  It was
          robbed this morning.

                    BEDSOE
          Really?  I want to make sure that I
          understand what you're telling me,
          Greley.  A crime was committed in New
          York City?  That is news.

                    DETECTIVE GRELEY
          The guy had a sword and was dressed
          like this guy.

Bedsoe's interest is peaked.  He looks at Jennifer.

                    DETECTIVE GRELEY
          That's not all, Lieutenant.  Wait
          until you see the tape.  It's
          unbelievable.

                    BEDSOE
               (to Jennifer)
          I'd like you to see this.

                                        CUT TO:


INT.  CONFERENCE ROOM, POLICE STATION - AFTERNOON

CLOSE ON TELEVISION SCREEN.  We see Kilvara walking towards the
GUARD with his sword.  The GUARD fires at him.  Kilvara moves
towards him again.  The Guard FIRES again.  Kilvara falls to
the ground.

The CAMERA PULLS BACK to show Bedsoe, Jennifer, Greley and
several other Detectives looking at the tape.

                    ROBBERY DETECTIVE
          Watch this part.

                                                            46


On the Television we see Kilvara reach up and grab the Guard,
then stand up unharmed.  Bedsoe cannot believe what he has
seen.

                    BEDSOE
          What the hell.  What is this?  A
          joke?

                    ROBBERY DETECTIVE
          No joke, Lieutenant.

                    BEDSOE
          Where's the guy we saw in the
          beginning -- what's his name...?

                    ROBBERY DETECTIVE
          Parker.  We found him knocked out in
          the can.

                    BEDSOE
          If he was knocked out in the can how
          could be walking across the lobby?

The robbery detective shrugs his shoulders.

                    ROBBERY DETECTIVE
          Hey, I don't have answers for this.
          I just brought you down here because
          of the sword.

                    BEDSOE
          Am I supposed to believe that this
          guy got shot in the chest six times
          at point blank range and just got up
          and walked out?

                    ROBBERY DETECTIVE
          You can believe what you want.  You
          saw the tape.

Bedsoe walks out of the room.  Jennifer follows.


INT.  HALLWAY - DAY

Jennifer catches up to Bedsoe.

                    BEDSOE
          You didn't see this.  Understand?

                    JENNIFER
          Yes.

                                                            47

               (beat)
          That guy you were talking to upstairs
          -- Nash.  You think he knows what's
          going on?

                    BEDSOE
          Let me worry about Nash.

                                        CUT TO:


EXT.  CENTRAL PARK - DAY

Macleod walks along a gravel path.  He stops and looks behind
him.


MACLEOD'S POV

Of the Detective trying his best not to be seen.

Macleod continues to walk.  He stops at a large POND.  CHILDERN
play, sailing miniature SAILING SHIPS.  Macleod stares at the
ships -- his mind drifts.

CLOSE ON MINITURE SAILING SHIP

It moves over the choppy water, bobbing up and down behind the
waves.  It disappears behind a wall of water -- when it
reappears...

                                        CUT TO:


EXT.  SAILING SHIP - DAY

A real Eighteenth century sailing ship, churning the rough
water of the Atlantic.

Macleod stands on the deck, staring out at the horizon. A spray
of water shoots over the side drenching him.  He closes his
eyes and grins.

                    MAN'S VOICE
          You're going to fall over you damn
          fool.

Macleod turns around to find a rather pale Cavanaugh standing
behind him.

                    MCCLEOD
               (surprised)
          Thomas.  What are you doing here?


                                                            48

                    CAVANAUGH
          You didn't think I'd let you go off
          by yourself, did you?

Macleod embraces him.

                    MCCLEOD
          You're looking a wee bit green,
          Thomas.

                    CAVANAUGH
          The sea and I don't agree with each
          other.  Where we off to?

                    MCCLEOD
          France.

                    CAVANAUGH
               (suddenly feeling
                sicker)
          How long is the voyage?

                    MCCLEOD
          Not long.  We should arrive in the
          morning.
               (amused)
          Are you going to be alright?

                    CAVANAUGH
          Me?  Of course.

The ship rolls up over a wave.  Cavanaugh's face cringes.

                    CAVANAUGH
          Oh, Lord have mercy.

Cavanaugh bends over the rail dropping out of FRAME.  Macleod
grins as he watches him.  Slowly his grins fades -- the sight
of Cavanaugh's illness affects him.  Macleod holds his stomach,
his cheeks bulge.

                    MCCLEOD
          Oh no.

Macleod bends over the rail and out of FRAME.

                                        CUT TO:


EXT.  PARIS - DAY

A Horse-drawn COACH arrives.  TRAVELERS disembark.  Among them
is Macleod and Cavanaugh.  A small, street-wise man named
GASTON approaches them.


                                                            49

                    GASTON
               (in French)
          Excuse me gentlemen.  My name is
          Gaston.

                    CAVANAUGH
               (to Macleod)
          What'd he say?

                    MCCLEOD
          I have no idea.

                    GASTON
               (in English)
          Ah, you are English.  I speak
          English.  My name is Gaston.  For a
          small fee I would gladly be your
          guide.

Macleod and Cavanaugh look at each and decide why not.
Cavanaugh tosses up and coin which Gaston eagerly grabs.

                    CAVANAUGH
          We need food and lodging.

                    GASTON
          Not to worry, Monsieur.  My Uncle
          owns a very reputable inn.

Gaston takes Cavanaugh's bag and carries it.  He attempts to
take Macleod's, but Macleod will not let go of it.

                    GASTON
          How was journey?

                    MCCLEOD
          Great.  I'd recommend it for anyone
          who wants to lose weight.

                                        CUT TO:


INT.  BEDSOE'S OFFICE - DAY

Bedsoe is watching the TAPE of the bank robbery on a small
television.  Detective Greley enters holding a PHOTOGRAPH of
Kilvara.

                    DETECTIVE GRELEY
          Here it is, Lieutenant.  We blew it
          up off the tape.  Every cop in the
          city has a copy of it.


                                                            50

                    BEDSOE
          Good -- also, give it to the papers
          and TV.

                    DETECTIVE GRELEY
          Y'know, the guys in robbery are gonna
          get kind of upset.  We're stepping on
          their toes of this one.

                    BEDSOE
          Tough.

                    DETECTIVE GRELEY
          It's not a homicide, Lieutenant.

                    BEDSOE
          This ties in with Nash.

                    DETECTIVE GRELEY
          We don't have any proof of that.

                    BEDSOE
          I don't need proof.  I know it.  Send
          it out.

                                        CUT TO:


INT.  NEW YORK LIBRARY - AFTERNOON

Jennifer sits at one of the microfilm machine scanning over old
newspaper articles.  She stops at one that reads:  ANTIQUE
DEALER ARRESTED IN CONNECTION WITH HEADLESS CORPSE.


INT.  LOBBY, LIBRARY - AFTERNOON

Jennifer looks through the WHITE PAGES.

                    JENNIFER
               (reading aloud)
          Russell Nash Antiques.  Hudson
          street.

                                        CUT TO:


EXT.  NASH ANTIQUES - DUSK

Macleod walks towards the entrance of the shop.  As he reaches
the door Jennifer steps out of the shadows.

                    JENNIFER
          Mr. Nash?


                                                            51

Macleod turns towards her.  His face betrays nothing.

                    JENNIFER
          My name is Jennifer Hillman.  I was
          at the police station earlier today--

                    MCCLEOD
          I remember you.

                    JENNIFER
          I was wondering if I could talk to
          you?

                    MCCLEOD
          Are you a cop?

                    JENNIFER
          No.  I'm an archaeologist.

                    MCCLEOD
          What do you want?

                    JENNIFER
          To talk to you.

                    MCCLEOD
          I don't think we have anything to
          talk about, Miss Hillman.

Macleod enters the store.  Jennifer follows after him
determined.


INT.  ANTIQUE STORE - DUSK

Macleod walks across the room.  Jennifer enters.

                    JENNIFER
               (yelling after him)
          Not even headless corpses wearing
          seventeenth century clothing?

Macleod turns around slowly.

                    MCCLEOD
          Corpses?

                    JENNIFER
          Yes.  We found another man outside a
          site we were working at in Scotland.

                    MCCLEOD
          In the highlands?


                                                            52

                    JENNIFER
          Yes.  How did you know?

                    MCCLEOD
          A lucky guess.

                    JENNIFER
          I don't think so -- but then, maybe
          you've can guess how a guy with a
          sword could rob the First national
          Bank this afternoon -- and get shot
          six times in the chest by the guard
          and still get up and walk out?

                    MCCLEOD
          He was wearing a bullet proof vest.

                    JENNIFER
          Bullet proof vests don't bleed.

                    MCCLEOD
               (shrugs his shoulder)
          You got me.

                    JENNIFER
          Why do I feel that you know what's
          going on?

                    MCCLEOD
          Are you the type of person who takes
          advice, Miss Hillman?

                    JENNIFER
          If it's good advice.

                    MCCLEOD
          This is.  Go home.  Stay out of this.

                    JENNIFER
          Why?  What's going on?

Macleod shows a hint of frustration that she isn't going to
take his advice.  Macleod starts to walks away.  Jennifer grabs
his arm.  Macleod turns around  and pulls her hand away.
Suddenly his expression changes as he stares at her hand.


MACLEOD'S POV

On her finger is a distinctive RING.  It is very old intricate
gold patterns carved in gold and set in ivory.

Macleod is shocked.  He slowly raises her hand up before his
face and looks her in the eyes.


                                                            53

                    MCCLEOD
          Where did you get this ring?

Jennifer is more than a little frightened by Macleod intensity.

                    MCCLEOD
               (continuing)
          Where did you get it?

                    JENNIFER
          It's mine.  It's been in my family
          for years.  It belonged to my great,
          great, great grandmother.

Macleod stares at the ring again -- his mind drifts away for a
moment, then he looks at Jennifer.

                    MCCLEOD
          Goodnight, Miss Hillman.

Macleod walks towards the elevator. A beat.  Jennifer gathers
her composure -- in spite of his intensity there is something
that interests her about Macleod.  Macleod steps in the
elevator and looks back at her.  He says nothing.  The elevator
doors close.  Jennifer stares after him, intrigued.

                                        CUT TO:


INT.  UPSTAIRS HALLWAY - NIGHT

As Macleod walks down the hall Rachel opens her bedroom door.

                    RACHEL
          I heard voices downstairs.  Is
          everything alright?

                    MCCLEOD
          Fine.

                    RACHEL
          What will you do?

                    MCCLEOD
          There's nothing I can do.  I'll wait.
          One way or another soon it will all
          be over soon.

Macleod feigns a grin for Rachel's sake.  He leans in a kisses
her on the forehead, then continues down the hall.



                                                            54

INT.  UPSTAIRS LIVING ROOM - NIGHT

Exactly as we remember it from Highlander one.  Macleod sits on
the couch, next to the aquarium.  His eyes drift up a stone
wall at the back of the room.


HIS POV

of Macleod eyes drifting up the wall.  PULL BACK TO REVEAL we
are now at...

                                        CUT TO:


INT.  BALLROOM - NIGHT

Eighteenth century France.

An elegant room.  Aristocrats, dressed in lavish clothing
mingle and dance.  Macleod and Cavanaugh stand off to the side.
They are well dressed with white, powered wigs.  Cavanaugh is
clearly uncomfortable with his dress and surroundings.

                    CAVANAUGH
          What are we doing here?

                    MCCLEOD
          Living.  Remember?

                    CAVANAUGH
               (tugs at his
                clothing)
          You may be living -- but this suit is
          killing me.

Something catches Macleod's eye.

MACLEOD'S POV

Across the room, standing with a group of pompous-looking MEN
is ISABELLE TOUREZ a beautiful woman in her early twenties.
She looks remarkably like Jennifer.  Her gaze falls on Macleod,
she smiles shyly.

Cavanaugh follows Macleod's stare.  He knows when trouble is
coming -- and this is it.

                    MCCLEOD
          She's beautiful.

Macleod starts to walk over to her.

                    CAVANAUGH
          Where are you going?

                                                            55


                    MCCLEOD
          To ask her to dance.

                    CAVANAUGH
          She's the King's cousin.

                    MCCLEOD
          Then she should be an excellent
          dancer.

Macleod walks across the room, his eyes on Isabelle.  She steps
forward as he approaches, leaving the group of MEN behind her.
Macleod smiles and bows, then offers her his hand.  She takes
it and they walk out onto the dance floor.

                                        CUT TO:


EXT.  COUNTRYSIDE - DAY

Macleod and Isabelle lay on a blanket in a green meadow.
Macleod seems preoccupied.

                    ISABELLE
          Conner?

Macleod looks at her and smiles.

                    MCCLEOD
          Aye?

                    ISABELLE
          Where do you go when your mind
          drifts?

                    MCCLEOD
          Different places.

                    ISABELLE
          The past?

                    MCCLEOD
          Sometimes.

                    ISABELLE
          Why is it you never talk to me about
          Scotland -- your life there.

                    MCCLEOD
          Because it's the past -- and things
          that are in the past are best left
          there.


                                                            56

                    ISABELLE
          And will I be part of your past or
          your future?

Macleod does not answer.  He looks away sadly.

                                        CUT TO:


INT.  APARTMENT - DAY

Macleod enters.  He is happy, playful.  He sees Cavanaugh
sitting near the window.  He appears distracted.  Macleod
notices his behavior.

                    MCCLEOD
          Something wrong?

Cavanaugh turns towards him slowly.

                    CAVANAUGH
          Yes.

                    MCCLEOD
          What worries you?

                    CAVANAUGH
          You.

Macleod knows where this conversation is going.

                    CAVANAUGH
          You've been seeing her for over a
          month now.  Have you learned nothing
          from the past?

                    MCCLEOD
          I've learned that a man can only go
          so along living alone.

                    CAVANAUGH
          So, you do this for yourself?  What
          about her?
               (beat)
          You cannot not have a relationship,
          Macleod.  You've told me of your
          wife, Heather, and how you loved her.
          Romeriz warned you then, but you
          would not listen.  You watched her
          grow old and die -- and there was
          nothing you could do.

A sadness falls over Macleod as he remembers.  Cavanaugh walks
over to him and puts his arm on his shoulder.


                                                            57

                    CAVANAUGH
               (continuing)
          That was two hundred and fifty years
          ago -- and the pain still scars your
          heart.  Would you live that pain
          again?

                    MCCLEOD
               (sadly)
          No.  What am I to do?

                    CAVANAUGH
          The only thing you can do.  You must
          end it.


EXT.  COURTYARD - NIGHT


Macleod stands in a courtyard with Cavanaugh and Gaston.
Macleod looks up the stone wall to a balcony.  Cavanaugh and
Gaston do not appear pleased to be there.  Macleod looks at
Cavanaugh who nods to him reassuringly.  Gaston looks around
nervously.

                    GASTON
          This is a most dangerous undertaking.
          These are part of the royal
          apartments.

Macleod begins to climb, grabbing onto rocks and sliding his
feet into the cervices.  He reaches the balcony and climbs
over.


INT.  BEDROOM - NIGHT

Large and beautifully furnished.  A fire glows at the far side
of the room.  Isabelle sits before a dressing table and mirror,
combing her hair.  She is a beautiful woman in her late
twenties.  In the mirror she sees Macleod as he enters the room
from the balcony.

                    ISABELLE
          Conner.

She smiles, then runs into his arms.

                    MCCLEOD
          Hello, blossom.

She kisses him, then takes his hand starts to lead him into the
room.


                                                            58

                    MCCLEOD
          I cannot stay.

                    ISABELLE
          Why not?

                    MCCLEOD
          I'm leaving in the morning.

Isabelle is shocked.

                    ISABELLE
          Leaving?  For how long?

                    MCCLEOD
          You'll no see me again.

Isabelle's hurt and disappointment shows on her face.

                    ISABELLE
          Why?

                    MCCLEOD
          I cannot explain.

                    ISABELLE
          Do you love me, Conner?

                    MCCLEOD
          Aye.

                    ISABELLE
          Then take me with you.

                    MCCLEOD
          Where I'm going you cannot follow.

                    ISABELLE
               (on the verge of
                tears)
          Why are you doing this?

                    MCCLEOD
          Because, it's for the best.  There
          are somethings that are better left
          unexplained.

Macleod takes a ring off his finger.  IT IS THE SAME RING
JENNIFER WAS WEARING.  He gently slips on Isabelle's finger.

                    MCCLEOD
          Take this -- and whenever you look at
          it, remember that it came from one
          who loved you.


                                                            59

He kisses her forehead gently then starts to leave.

                    ISABELLE
          I wanted to grow old with you -- to
          have your children.

Macleod turns back to her and smiles sadly.

                    MCCLEOD
               (very sad)
          I know, but that can never be, and
          that's the sorrow if it.

He steps out onto the balcony and climbs over the railing.


EXT.  COURTYARD - NIGHT

Macleod drops to the ground.  Cavanaugh and Gaston are still
waiting.

                    CAVANAUGH
          Well?

                    MCCLEOD
          It's done.

They start to leave.  TWO of the KING'S GUARDS approach them.

                    GUARD
          What is your business here?

                    GASTON
               (nervously)
          Just taking in some night air,
          Captain.

                    GUARD
               (irritated;
                correcting him)
          Corporal.  This is the King's cousins
          apartment.  Come with us.

                    CAVANAUGH
          We've done nothing wrong.

                    GUARD
          That's what we'll decide.

                    MCCLEOD
          I think not.

Macleod and Cavanaugh start to leave.  The GUARDS draw their
swords.  Macleod and Cavanaugh turn and draw their swords.
Gaston is nervous.  He reaches under his jacket.

                                                            60


                    GASTON
          We have permission.  I'll show you.

Before he take out whatever he is reaching for one the GUARDS
thrusts his sword at Gaston.  In a flash, Macleod Samurai is
out and blocks the blade, stopping it inches before Gaston's
chest.

                    MCCLEOD
               (to Gaston)
          Go.

Gaston has mixed feelings about leaving his friends.

                    MCCLEOD
          I said, go!

Gaston leaves. A fight begins.  The Guards are not match for
the two immortals.  Cavanaugh quickly stabs one of the Guards
in the arm.  He drops his sword and falls to the ground.
Macleod battles with the other Guard.  He backs him up to the
wall, knocks his sword away and hold the tip of his Samurai at
his throat.  A beat.  Anger fills Macleod's face as he decides
what to do.

In the b.g. we HEAR the SOUND of FOOTSTEPS.  Macleod turns
around to find that he and Cavanaugh are surrounded by TEN MORE
GUARDS.  Macleod looks to Cavanaugh, who shakes his head, No.

                                        CUT TO:


INT.  JAIL CELL - AFTERNOON

Dark, damp and dirty.  The floors a strewn with hay and
garbage.  Macleod and Cavanaugh sits on the stone floor, their
backs to the wall.  The wounded Guard approaches the bars.

                    GUARD
          Sentence has been passed on you.

                    CAVANAUGH
          What is it?

                    GUARD
          There is only for attacking the
          King's guards.  Death.  You will both
          be executed immediately.  Which one
          of you shall go first?

Macleod and Cavanaugh both stand.


                                                            61

                    CAVANAUGH
               (eagerly)
          I'll go first.

                    MCCLEOD
          No -- I will.

                    CAVANAUGH
          I stood up first.

                    MCCLEOD
          That doesn't matter.

                    CAVANAUGH
          You always get to go first.

The guard is irritated by their cavalier attitude.

                    GUARD
          You will both go.
               (to Cavanaugh)
          You will go first.
               (to Macleod)
          And you will watch.

                                        CUT TO:


EXT.  COURTYARD - AFTERNOON

Macleod and Cavanaugh are lead into the courtyard.  Their hands
are tied behind their backs.  They are stopped before a tall,
mechanical device.

                    CAVANAUGH
          What is this?

                    GUARD
          It's a guillotine.

                    MACLEOD
               (innocently)
          What does it do?

                    GUARD
          It cuts your head off.

Macleod and Cavanaugh exchange glances.  This isn't good.

                    MCCLEOD
               (to Cavanaugh)
          You can go first.

                    CAVANAUGH
          No -- after you.

                                                            62


                    MACLEOD
               (to the guard)
          Don't you have anything else?  Can't
          you hang us -- or shoot us?

                    CAVANAUGH
          Shooting's good.  I would much rather
          be shot.  This has to be awfully
          messy.

                    GUARD
               (pointing to
                Cavanaugh)
          Take him.

Macleod and Cavanaugh begins to struggle, but it no use.  Their
hands are tied and there are far too many guards.  Macleod is
held back as Cavanaugh is forcefully placed under the blade.  A
beat.  The BLADE FALLS.

                    MCCLEOD
               (screaming)
          No!

Cavanaugh's head falls into a basket.  The guards laugh and
smile among themselves.  Macleod turns his attention to the
guards -- his eyes are ice cold.  He waits.

                    GUARD
               (pointing to Macleod)
          Bring him.

Before the guards can begin to move Macleod we HEAR a CRACKLING
SOUND.  Suddenly, Cavanaugh's body begins to hover above the
ground, streaks of green light flowing out of it.  Several of
the guards cross themselves -- then Cavanaugh's energy is blown
into Macleod.

Macleod screams -- he effortlessly breaks his ropes.  He looks
at the headless body with sadness, then jumps on a cart and
climbs over the walls.

                                        CUT TO:


INT.  LIVING ROOM - NIGHT

Sadness shows on Macleod's face as his mind slowly drifts from
the past back into the present.  He holds Jennifer's BUSINESS
CARD in his hand, flicking it with his finger.

Macleod walks over to the window and looks out.



                                                            63

MACLEOD'S POV

An unmarked POLICE CAR is down the street.  Greley is inside it
watching the shop.

Macleod thinks for a moment.  He walks to a bookcase -- pulls
out a book and presses a button.  A section of the bookcase
OPENS and leads to a staircase.

                                        CUT TO:


EXT.  ALLEY, REAR OF SHOP - NIGHT

Macleod exits through a door into the alley.  We walks off into
the night.

Jennifer steps out of a doorway down the alley and starts to
follow Macleod.


EXT.  STREET - NIGHT

Macleod walks along rows of BROWNSTONES.  In the b.g. Jennifer
steps around the corner, keeping her distance from Macleod.


EXT.  STREET - FURTHER - NIGHT

Macleod walks -- thinks.  Suddenly he stops -- filled with a
premonition.  He looks up and down the street.


MACLEOD'S POV

The streets are empty.

Macleod reaches under his raincoat for the handle of his sword
and starts walking.  As he reaches the corner we HEAR
FOOTSTEPS.  Macleod stops -- waits.

A UNIFORMED POLICE OFFICER turns the corner and walks towards
him.  Macleod takes his hand out from his coat and walks past
him.  The instant the COP passes Macleod he turns  and removes
a SWORD from under his jacket.

Jennifer watches helplessly.

The cop smiles as he raises the sword over his head.  It
GLIIMERS as the light from the STREET LIGHT reflects off it.

                    JENNIFER
          Look out!


                                                            64

Macleod is walking away.  He hears her SCREAM and turns around
just as the sword comes streaking at his head.  Macleod side-
steps the attack, the blade slices across his forearm, a stripe
of BLOOD appears on his arm.  Macleod quickly removes his
Samurai from under his jacket.

The cop studies him for a moment then begins to LAUGH.  A
transformation begins and he turns into Kilvara.

Jennifer's face is filled with disbelief from the sight she has
just witnessed.

Kilvara smiles at Macleod, his eyes alive with hatred.

                    KILVARA
          Highlander -- I had hoped it would be
          you.

                    MCCLEOD
               (confused)
          This cannot be.

Kilvara says nothing.  He lunges at Macleod.  Their swords
cross - sparks fly -- as the battle each other along the
street.  Their sword cross and lock -- they grab each other
hands -- their faces inches from each other.

                    KILVARA
          I am stronger than you, Highlander.

                    MCCLEOD
          That's what the Kurgan said.

                    KILVARA
          The Kurgan was a pussy.

Kilvara knees Macleod in the groin.  Macleod doubles over, then
pushes forward, ramming his head in Kilvara's stomach --
pushing him backwards and slamming his back into a wall.

LIGHTS begins to come on in the windows of the apartments.
Macleod runs off.  Kilvara follows.  Macleod runs around the
corner.

Jennifer does not move.  She is trying to digest what she has
seen.  A beat, then she runs after them.


EXT.  STREET - AROUND THE CORNER - NIGHT

As Kilvara rounds the corner he sees Macleod waiting for him,
his sword at his side.  Kilvara runs towards him, begins to
raise his sword then stops.


                                                            65

We see why.  Behind Macleod is a CHURCH.  Kilvara lowers his
sword and looks at Macleod hatefully.

                    KILVARA
          Why prolong the inevitable?

Macleod doesn't answer.

                    KILVARA
          Fine -- I've waited over three
          centuries.  I can wait a little
          longer.

                    MCCLEOD
          Why did you wait?

                    KILVARA
          It was not by choice.  A small matter
          of a mountain falling down on us.  We
          were trapped inside.
               (serious)
          When the time of the Gathering came
          the urge to go was so strong we tried
          to claw through rock with our bare
          hands.  What you thought was the end
          -- was not.  This is the end.  We are
          the last of our kind, Macleod.

                    MCCLEOD
          It will not end tonight.

                    KILVARA
          You cannot hide from me.  You will
          not stand between me and my destiny.
          After I have your head the power will
          let me hold any form as long as I
          want.  Do you know what that means?
          I can become the President -- I can
          become anyone I want.  The world will
          be mine.

Kilvara starts to leave.  He stops and turns back towards
Macleod with a grin.  In the b.g. we see Jennifer crossing the
street.

                    KILVARA
          Remember, Macleod -- the next time
          you see me -- you won't see me.

He LAUGHS as he walks off into the night.  Macleod stares after
him.  Jennifer crosses the street and joins him.

                    JENNIFER
          I don't believe what I just saw.


                                                            66

                    MCCLEOD
          That's probably the smartest thing.

Macleod starts to walk away.  Jennifer notices the BLOOD on his
arm.

                    JENNIFER
          You're hurt.

                    MCCLEOD
          I'll be fine.

                    JENNIFER
          What's going on?  Why did he call you
          Macleod?

                    MCCLEOD
          Because it's my name.

                    JENNIFER
          Then who's Russell Nash?

                    MCCLEOD
               (sadly)
          I don't know anymore.

Macleod walks off leaving her behind.

                                        CUT TO:


INT.  MACLEOD'S PRIVATE ROOM - NIGHT

Macleod sits on the couch, his mind deep in thought.  The room
is filled with antiques, momentos compiled over several
lifetimes.  Rachel enters and sits beside him.

                    MCCLEOD
          I could have ended it tonight, but I
          didn't.

                    RACHEL
          Why?

                    MCCLEOD
          I don't know.  He is the stronger
          one.  He has a power--

                    RACHEL
          You also have a power, Conner.  It is
          why you have survived.

Macleod looks at her, his eyes prompting her for the answer.


                                                            67

                    RACHEL
          Heart.

Macleod feigns a weak smile.

                    RACHEL
          Do not underestimate the power of
          your heart.  Your dreams live there.

                    MCCLEOD
          My dreams died long ago.

                    RACHEL
          Did they?  You are only a man,
          different than most -- but still a
          man.  You feel the same -- want the
          same.  You want to live.

                    MCCLEOD
          I haven't lived life -- I've hidden
          from it.  I've existed in the
          shadows.

                    RACHEL
          And now it's time to come out of the
          shadows.

Macleod looks at her fondly.  He cups his hand to her face.

                    MCCLEOD
          Dear, sweet, Rachel.  Men's lifes are
          measured by the good they do.

                    RACHEL
          If you search your heart you know all
          the good you have done.  Your
          strength comes from your heart --
          because in your heart you know what
          you are fighting for is good and
          just.
               (points around the
                room)
          This room is filled with memories.
          If you search through them you can
          find the good -- the difference you
          have made.  And now, it is for you to
          make the greatest difference of all.
          Look in your heart, Conner -- and you
          will see the good that you have done.

She looks at him warmly.  Macleod kisses her on the forehead.
She leaves the room.  A beat.  Macleod walks over to a table
filled with various objects.  One catches his eye.  He picks up
an old WALKING STICK.  Macleod closes his eyes -- his mind
drifts back.

                                                            68


                                        CUT TO:


EXT.  STREET, LONDON - NIGHT

Nineteenth century England.

The East end.  The waterfront, cobblestone streets, gas lamps.
A thick fog hangs in the air.  Piano MUSIC drifts out of one of
the pubs.  CROWDS of people hurry along the street.

Among them is Macleod.  He is dressed in a suit like an English
Gentleman and carries the ivory-handled WALKING STICK.  He
walks slowly, through the crowd, seemingly oblivious to the
people around him.  He comes to the mouth of an alley and
stops, thinks, then enters.


EXT.  ALLEY - NIGHT

Wooden crates and stacks of garbage fill the alley.  Macleod
continues.  In the b.g. we HEAR the SOUNDS of a struggle.

+FURTHER DOWN THE ALLEY

A middle-aged man, also dressed like an English Gentleman is
struggling with a PROSTITUTE.  He grabs her roughly and pins
her against the wall.  From inside his overcoat he slowly
removes a long sword.  He holds the tip of the blade up before
her eyes.

                    PROSTITUTE
          Please, sir -- you're frightening me.

This seems to please the man.

                    MAN
          Good.

He smiles -- then just as quickly his smile fades.  He appears
to sense something.  He turns around to see...


MAN'S POV

Nothing -- just FOG -- then Macleod appears.  He stares at the
man.

The Man stares at Macleod then smiles -- a wild, crazy smile.

                    MAN
               (English accent)
          Conner -- what an unexpected
          surprise.

                                                            69


                    MCCLEOD
          Let her go.

                    MAN
          I'm afraid I can't do that.  Just let
          me kill her and then we can attend to
          our business.

Macleod takes a few steps closer.  He is now almost is striking
range.  He slowly slides his Samurai out of the walking stick.

                    MCCLEOD
          When you make your thrust at her I'll
          take your head.  It's her or me.

                    MAN
          Oh dear me -- I do so hate decisions.

The man realizes that Macleod is right.  He reluctantly lets
her go.  The prostitute runs from the alley.  A beat.  The two
men stare at each other -- then the Man lunges at Macleod,
swinging his sword furiously.  Sparks fly as sword cross.


EXT.  STREET - NIGHT

Th Prostitute runs to the corner where she finds a CONSTABLE.
She hysterical gestures towards the alley.  The Constable
follows her.


EXT.  ALLEY - NIGHT

The Constable moves down the alley with the prostitute, each of
them carefully making their way through the fog.  As they reach
the end of the alley the fog lifts.

On the ground his the man -- his head severed from his body.
The prostitute looks away -- the constable stares at the
gruesome sight, his eyes filled with horror.

                    CONSTABLE
          Dear mother of God.

In the b.g. Macleod steps out from behind a stack of crates.
He walks towards the street, disappearing in the fog.


EXT.  STREET - NIGHT

As Macleod emerges onto the street we HEAR the SOUND of the
constables POLICE WHISTLE.  As PEOPLE wander towards the alley
to fill their curiosity, Macleod calmly walks across the
street.

                                                            70


An OLD MAN sits behind a wooden crate selling NEWSPAPERS.  A
piece of paper is tacked to the crate displaying the days
headline:  WHEN WILL THE RIPPER BE CAPTURED?

Macleod looks at the headlines, the slowly turns and looks back
at the alley.

                    MCCLEOD
               (softly)
          Goodbye -- Jack.

                                        CUT TO:


INT.  BEDSOE'S OFFICE - DAY

Bedsoe is looking over some papers as he eats a pastry.
Detective Greley enters.

                    BEDSOE
          Anything from the bank?

                    DETECTIVE GRELEY
          We sent the prints we lifted from the
          counter at the bank to the State
          computers, the FBI and interpol.
          Nothing.

                    BEDSOE
          He had to come from somewhere.

                    DETECTIVE GRELEY
          I think it was England.

                    BEDSOE
          Why?

Greley looks at a printout.

                    DETECTIVE GRELEY
          I asked the State Department to check
          with our Embassies and Interpol to
          see if there were any similar
          occurrences like the bank.  Two weeks
          ago in London Charles Redder from the
          Bronx was mugged in Hyde Park.

                    BEDSOE
          So?


                                                            71

                    DETECTIVE GRELEY
          So -- the only thing that was taken
          was his passport.  I checked with
          immigration -- he returned to New
          York ten days ago -- but our embassy
          in London says he is still there.

Bedsoe thinks for a moment.  He looks up at Greley with a
puzzled expression.

                                        CUT TO:


INT.  JENNIFER'S OFFICE - DAY

Old and cluttered with books and artifacts.  Jennifer sits at a
table examining some articles from the Scotland site.  She
appears distant, her thoughts distracted.  Professor Dajorski
walks over to her and places a large BOOK on the table.

                    PROFESSOR DAJORSKI
          I was going through some of my
          mythology books last night.  I think
          you'd get a kick out of this.

She opens the book to where it is marked and begins to read.
What ever she is reading catches her interest.  She looks up at
Dajorski amazed.

                                        CUT TO:


INT.  ANTIQUE SHOP - AFTERNOON

Macleod is with an ELDERLY WOMAN, showing her silver serving
trays.  The woman can't decide on what to buy.  She thanks
Macleod and leaves.  As she walks through the door Jennifer
enters.  Macleod is both happy and annoyed with her arrival.

                    MCCLEOD
          You are a very persistent woman, Miss
          Hillman.

                    JENNIFER
          Jennifer.

Macleod stares at her.  It unnerves her.

                    JENNIFER
          Why do you stare at me like that?

                    MCCLEOD
          You remind me of someone I used to
          know.

                                                            72

               (beat)
          Why are you here?

                    JENNIFER
          Same story -- same questions.


                    MCCLEOD
          I don't have any answers for you.

                    JENNIFER
          Who was that man last night?

                    MCCLEOD
          I don't know.

                    JENNIFER
          Then how did he know your name?

Macleod shrugs his shoulders.

                    JENNIFER
          Do you always walk around with a
          sword?

                    MCCLEOD
          New York is dangerous place.

                    JENNIFER
          You talk to me -- but you don't
          answer my questions.  I guess I'll
          have to talk to Lieutenant Bedsoe.

                    MCCLEOD
          About what?

                    JENNIFER
          It probably wouldn't interest you.
          It's something I read in a mythology
          book.

                    MCCLEOD
          I'm interested in mythology.

                    JENNIFER
          Have you ever heard of the Calan?

Macleod expression shows that he has.  He stares at Jennifer
for a moment.

                    MCCLEOD
          No.

                    JENNIFER
          You look like you have.

                                                            73


Macleod smiles, his eyes pierce into hers.

                    MCCLEOD
          Do you like Italian food?

The change in conversation confuses her for a moment.

                    JENNIFER
          Yes.

                    MCCLEOD
          Meet me Tratino's at nine.

                    JENNIFER
          Why?

                    MCCLEOD
          I told you I'm interested in
          mythology.  We can talk about it
          more.

                                        CUT TO:


EXT.  STREET - DAY

Kilvara walks down the street, still wearing his black robe.
Even in New York City his appearance draws attention.  He walks
past a NEWSSTAND.

KILVARA'S POV

On the cover of one of the TABLOIDS is a photograph of him.

Kilvara looks up and notices the OWNER of the stand looking at
him.  Kilvara's eyes narrow and stare deeply into the man's.  A
beat.  Kilvara walks away.  As he does the Man looks at the
tabloid.


INT.  CLOTHING STORE - DAY

Kilvara enters and walks up the counter.  The SALESPERSON, a
middle-aged man stares at him with disapproval.

                    KILVARA
          I would like to purchase a new
          jacket.


EXT.  NEWSSTAND - DAY

The Man is holding the tabloid as he talks with TWO UNIFORMED
POLICE OFFICERS and points down the street.

                                                            74



INT.  CLOTHING SHOP - DAY

The Salesman holds up an expensive trench coat.  Kilvara
studies it.

                    KILVARA
          It looks a bit small.

                    SALESMAN
          The tapered look is in.

                    KILVARA
          I need a lot of room.  Sometimes I
          carry things under my coat.

The Salesman looks behind Kilvara -- something has caught his
attention.  Kilvara turns around following his stare.

KILVARA'S POV

of the POLICE OFFICERS crossing the street.


EXT.  STREET - DAY

The two cops move towards the store.

                    COP #1
          Maybe we should wait for backup.

                    COP #2
          This could be a big collar.  Why let
          the boys form robbery grab it?


INT.  CLOTHING STORE - DAY

Kilvara starts to walk to the door when the two cops enter,
their guns drawn.

                    COP #1
          Freeze!

Kilvara looks at them and grins.

                    KILVARA
          Freeze.  A popular expression.

In a flash Kilvara's grin fades.  His sword streaks out from
under his jacket and slices through the first cops wrist.



                                                            75

EXT.  CLOTHING STORE - DAY

We HEAR several SHOTS being fired.  A beat -- then the WINDOW
of the store SHATTERS as the second cop comes flying through it
-- Kilvara's sword impaled in his chest.  The cop crashes to
the ground -- dead.  Kilvara walks out, retrieves his sword and
walks off.

                                        CUT TO:


EXT.  CLOTHING STORE - LATER - AFTERNOON

Bedsoe and Detective Greley watch as the bodies of the two COPS
are loaded into the Medical Examiner's wagon.  Bedsoe walks
over to the Salesman.

                    BEDSOE
          What happened?

                    SALESMAN
          They shot him.  I saw it.  They shot
          him and he got right back up.

Bedsoe pulls out the photograph of Kilvara and shows it to the
salesman.

                    BEDSOE
          Is this the guy?

                    SALESMAN
          Yes.

Bedsoe looks at the medical examiner's wagon as it drives away.
His eyes are filled with anger.

                                        CUT TO:


EXT.  CENTRAL PARK - NIGHT

Empty.  The LIGHTS from the buildings that surround the park
fill the night sky.  Kilvara walks into frame.  Stops.  Looks
out over the city.

                    KILVARA
          You cannot hide from me, Macleod.

                                        CUT TO:



                                                            76

INT.  TRATINO'S RESTAURANT - NIGHT

Dark woods and leather.  Soft MUSIC plays in the b.g.  Jennifer
sits at a table alone, drinking second glass of wine.  She
checks her watch.  From her expression it is obvious that
Macleod is late.  We see Macleod enter and walk up behind her.

                    MCCLEOD
          Good evening.

                    JENNIFER
               (annoyed)
          You're twenty minutes late.

                    MCCLEOD
          Sorry.

Macleod takes off his overcoat and sits beside her.  On his arm
is a BANDAGE covering the cut on his arm from Kilvara's blade.
Macleod glances at her hand, his eyes focused on her ring.
Jennifer follows his stare.

                    JENNIFER
          Does this ring mean something to you?

The WAITER walks over.

                    MCCLEOD
               (to waiter)
          Glenmorganie -- no ice and...?

Jennifer holds up her wine glass.

                    JENNIFER
          The house red.

The waiter smiles and walks away.

                    JENNIFER
          You didn't answer my question.

                    MCCLEOD
          I know.

There is a moment of silence.  Jennifer appears uneasy.  She is
not good at small-talk.

                    JENNIFER
          You have an interesting accent.
          Where are you from?

                    MCCLEOD
          Why?


                                                            77

                    JENNIFER
          I'm just trying to place you.

                    MCCLEOD
          I've lived all over the world.

She's aware that he is being evasive.

                    JENNIFER
          You're not an easy person to get to
          know.

                    MCCLEOD
          Why?  Because I don't give up all my
          secrets?

                    JENNIFER
          How come you wanted to meet tonight?

                    MCCLEOD
          I wanted to get to know you better.

His directness make her a little uncomfortable.  Macleod
notices it.

                    MCCLEOD
               (continuing)
          That makes you uncomfortable?

                    JENNIFER
          A little -- yes.  My interest in
          coming here is profession.

                    MCCLEOD
          Is it?

                    JENNIFER
          Yes -- it is.

                    MCCLEOD
          Alright.  In the shop you mentioned
          something about--

                    JENNIFER
          --the Calan.  Do you know who they
          are?

                    MCCLEOD
          Why don't you tell me.

                                                            78


                    JENNIFER
          They were called different things by
          different cultures.  The Celts called
          them the Sourans.  The Druids called
          them the Calans.  According to the
          mythology they were spirits, sent to
          earth and reborn -- some good -- some
          evil -- both immortal.

                    MACLEOD
          Immortal?

                    JENNIFER
          Yes.  They do not age and they cannot
          die -- unless their head is cut from
          their body.

Macleod's face betrays nothing.

                    JENNIFER
               (continuing)
          Then the spirit is released and the
          power is absorbed by the Calan who
          severs it.

                    MACLEOD
          Very interesting.  I bet kids love
          you at bedtime.

                    JENNIFER
          Maybe you can explain what I saw the
          other night?

Macleod ignores her question.

                    MCCLEOD
          Have you told Lieutenant Bedsoe your
          theory?

                    JENNIFER
          No.

                    MCCLEOD
          Why not?

                    JENNIFER
          Because I don't feel like sitting in
          a rubber room for forty-eight hours.

                    MCCLEOD
          You don't really believe this do you?

                                                            79


                    JENNIFER
               (sidesteps the
                question)
          Let me ask you something else.  At
          the excavation site in Scotland, the
          tunnel leading into the cavern had
          collapsed.  The day we found the body
          someone had moved the rocks, making a
          hole in the collapsed section.  What
          bothers me is that we found the rocks
          from the hole on our side of the
          tunnel wall.

                    MCCLEOD
          So?

                    JENNIFER
          Why would someone pull on the rocks
          to get in the cavern?  They were
          wedged in tight.  They couldn't get a
          grip on them.  They would have had
          much more strength pushing on them.

                    MCCLEOD
          If they pushed the rocks you would
          have found them on the other side of
          the cavern wall.

                    JENNIFER
          Yes -- if they were trying to get in
          -- but what if they weren't?  What if
          they were trying to get out?

A beat.  Macleod isn't sure how much she knows -- but he knows
she is close.

                    MCCLEOD
          That would mean they'd been trapped
          in there--

                    JENNIFER
          --for three hundred years.

                    MCCLEOD
          How could that be?  People don't live
          for three hundred years.

                    JENNIFER
          Not unless they're immortal.

Their eyes lock.  Macleod studies her.  He knows she knows --
or at least suspects.  Jennifer smiles warmly, she places her
hand on Macleod arm -- then quickly tears the BANDAGE of his
arm.

                                                            80



HER POV - OF MACLEOD'S ARM

There is no trace of the cut.  No scar -- nothing.

Jennifer looks back at Macleod, astonished.  Macleod slowly
peels her hand off his arm.  His eyes stare deeply into hers.

                     MCCLEOD
          You're very smart for someone who has
          not even lived a single lifetime.
          Maybe too smart.

Macleod gets up and leaves.  Jennifer follows.


EXT.  RESTAURANT - NIGHT

Macleod walks down the street.  Jennifer runs after him.  She
grabs him by the stop.  He stops.

                    JENNIFER
          What did you mean a single lifetime?
          Are you saying that it's true?

Macleod says nothing.  He stares at her for a moment, then
walks off.

                                        CUT TO:


EXT.  CITY STREET - NIGHT

Empty.  Macleod walks along the pavement, his mind deep in
thought.

                                        CUT TO:


EXT.  JENNIFER'S APARTMENT, FRONT DOOR - NIGHT

Jennifer opens the door.  She is surprised to see Macleod.  A
beat.

                    MCCLEOD
          May I come in?

Jennifer opens the door wider.  Macleod walks inside.


INT.  JENNIFER'S APARTMENT - NIGHT

Macleod walks to the middle of the room.  He is struggling with
himself inside himself.

                                                            81


                    MCCLEOD
          You asked me earlier if that ring
          meant something to me -- it does.  It
          reminds me of someone I knew a long
          time ago.

Jennifer starts to take it off her finger.

                    JENNIFER
          Would you like to see it?

                    MCCLEOD
          I've seen it.

                    JENNIFER
          On the back it has--

                    MCCLEOD
          --the crest of a lion and a dragon
          and a single word:  Courage.

                    JENNIFER
          How did you know that?

Macleod away -- his mind drifts as he speaks.

                    MCCLEOD
          It came from your great, great, great
          grandmother, Isabelle Tourez, who
          lived in Paris and died on the
          guillotine in 1789 -- alone -- and
          unmarried.  The ring was given to her
          by someone who loved her -- but knew
          that it could never be.

                    JENNIFER
          You?

Macleod looks at her, his eyes staring deeply into hers.

                    MCCLEOD
          Yes.

Now that she has heard what she suspected a look of doubt
crosses her face.  Macleod notices it.

                    MCCLEOD
          I was born into the clan Macleod,
          five hundred years ago in Glenfinnan
          -- on the shores of Loch Shiel.


                                                            82

Jennifer stares at him -- there is doubt in her eyes.
Suspecting and believing are two different things and her
expression relays her skepticism.  Macleod picks up a DAGGER on
the worktable and holds it before his heart.

                    MCCLEOD
          I've wandered the world ever since
          then.  I cannot die.

She tries to stop him, but before she can Macleod thrusts the
dagger into his chest.  His face fills with pain -- he drops to
his knees.  Jennifer watches in horror.  A beat.  Macleod looks
up at her, then pulls the dagger from his chest.  Jennifer is
overwhelmed with astonishment.  She slowly drops to her knees.
They are inches from each other.

                    MCCLEOD
               (weakly)
          You wanted the truth -- now you have
          it.

                    JENNIFER
          And the other one -- he is like you?

                    MCCLEOD
          He is immortal -- yes -- but he is
          not like me.  We are the last of our
          kind.
               (he looks at her)
          The last of the Calans.  I do not
          know what purpose we were put here
          for.  I only know that if he wins the
          world will suffer for it.

Macleod starts to stand.  Jennifer gently places her hand on
his shoulder.

                    JENNIFER
          Where will you go now?

                    MCCLEOD
          It will end tonight.

                    JENNIFER
          Must you fight him?

                    MCCLEOD
          He will not stop until it is over.

Jennifer stares deeply into his eyes.  She moves closer and
then, gently kisses him.  They search each others eyes.  She
leans in to kiss him again.  Macleod pulls away.  She starts to
say something, he gently puts his finger over her lips and
stares at her fondly -- then leaves.


                                                            83

                                        CUT TO:


EXT.  NASH ANTIQUES - NIGHT

Macleod walks down the street towards the shop.  Suddenly, from
out of a doorway Bedsoe appears.

                    MCCLEOD
          Good evening, Lieutenant.

                    BEDSOE
          No -- it isn't.  A cop died today and
          the other is barely holding on.  I
          want some answers, Nash.

                    MCCLEOD
          I'm sorry about that -- but I had
          nothing to do with it.

                    BEDSOE
          That doesn't mean you don't know
          what's going on.  You're connected to
          this guy somehow.  He's after you --
          just like the others were.

                    MCCLEOD
               (looks at his watch)
          It's late.

Macleod starts to leave.  Bedsoe grabs him by the neck and
slams him into the wall, then holds his GUN to Macleod's face.
A beat.  Macleod stares at him calmly.

                    BEDSOE
          Seven years ago I interviewed a guy.
          He said he saw two men fighting in an
          alley with swords.  One cut off the
          others head.  He shot the surviving
          guy twenty times and he got right
          back up and stabbed him.

                    MCCLEOD
          Maybe he was a lousy shot.

Bedsoe anger fills Bedsoe's face.  He slowly pulls back the
HAMMER of his pistol.  A beat.  He studies Macleod for a
reaction.  There isn't one.

                    BEDSOE
          Most people would show some sign of
          fear with a gun in their face.

                    MCCLEOD
          Most people are afraid of death.

                                                            84


                    BEDSOE
          Most people can die.

A beat.  Their eyes are locked on each others, probing,
studying, evaluating.

                    MCCLEOD
          If you really believe that you'll
          pull the trigger.

Bedsoe struggles within himself.  The gun shakes in his hand.
A beat.  Slowly he lowers the pistol.  Macleod walks inside.


INT.  LIVING ROOM - NIGHT

Macleod sits on the couch, staring into the darkness.  His mind
races, filled with thoughts and decisions.  He sharpens the
blade of his Samurai.  The PHONE RINGS.  Macleod answers it.


                    KILVARA'S VOICE
          Can you come out and play?

Macleod doesn't answer.

                    KILVARA'S VOICE
          No?  You know, some people think that
          I don't have any good qualities, but
          that isn't true.  I saw you tonight
          with your little friend -- I let you
          say goodbye to her.  I think of it as
          letting a condemned prisoner have his
          last request.  Besides, I have her
          now.

                    MCCLEOD
          She isn't part of this.

                    KILVARA'S VOICE
          She is now.  We're at the museum.  I
          figured we'd have more room for our
          business here.  If you hurry you
          might get here before I kill her.

The line goes dead.  Macleod rushes from the room.

                                        CUT TO:


EXT.  ANTIQUE STORE - NIGHT

Macleod's PORSCHE races out of the parking lot and down the
street.

                                                            85



+ACROSS THE STREET

Bedsoe is in his car.  He starts the engine and follows
Macleod.

                                        CUT TO:


EXT.  MUSEUM - NIGHT

Macleod stops his car in front of the building.

Bedsoe stops down the street and watches through the
windshield.

The front door is ajar.  Macleod opens it slowly and enters.


INT.  MUSEUM, HALLWAY - NIGHT

Macleod holds his Samurai at his side as he walks down the
corridor.  In the b.g we HEAR the SOUNDS of a struggle.

Suddenly, Jennifer comes running down the hall towards him.

                    JENNIFER
          He's here!

She runs towards him, her face filled with fear.

                    JENNIFER
          He's in there!

                    MCCLEOD
          Get out.

Macleod starts to walk towards the room.  Jennifer walks behind
him.

                    JENNIFER
          Be careful, Conner.

                    MCCLEOD
               (to himself)
          Conner?

A flash of confusion fills Macleod's eyes -- his face hardens.
He swings around quickly and drives the blade on his sword into
Jennifer's chest.  She SCREAMS, a deep, unearthly SCREAM.

                                        CUT TO:



                                                            86

EXT.  STREET - NIGHT

Bedsoe HEARS Jennifer's SCREAM.  He bolts out of his car and
runs towards the building.

                                        CUT TO:


INT.  MUSEUM, MAIN ROOM - NIGHT

Pain fills Jennifer's face.  A beat.  Slowly she smiles as a
TRANSFORMATION begins.  The image of Jennifer is replaced with
that of Kilvara.  Macleod smiles at him.

                    MCCLEOD
          I never told her my first name.

Kilvara grabs the blade and slowly pulls it from his chest.
Macleod swings his blade at Kilvara's neck.  Kilvara ducks them
runs down the hall into the main room.  Macleod follows.

                                        CUT TO:


EXT.  MUSEUM - NIGHT

Bedsoe reaches the front door.  He tries to break it open but
cannot.  He runs around the side of the building.

                                        CUT TO:


INT.  MUSEUM, MAIN ROOM - NIGHT

Macleod moves slowly through the work tables, waiting,
watching, listening.  Something catches his attention.


MACLEOD'S POV

Jennifer is gagged and tied to a chair which has been placed on
top of a long table.  Another chair has been placed about three
feet away from her on the table.  On the second chair a
CROSSBOW has been mounted and aimed at Jennifer.  A ROPE is
tied to the TRIGGER and stretched to her chair.  A WEIGHT has
been tied in the center of the rope.  A CANDLE burns behind the
WEIGHT.  When it burns though the rope the WEIGHT will fall and
the CROSSBOW will fire at Jennifer.

Kilvara steps out of the shadows, a wicked grin on his face.


                                                            87

                    KILVARA
          Clever -- don't you think.  You can
          save her.  All you have to do is blow
          out the candle.  Of course, you have
          to get past me to do it.

The rope is beginning to turn black as the candle burns deeper
into it.  Macleod knows he has little time before the ropes
snaps.  He moves towards her.  Kilvara blocks his path.

                    KILVARA
          Now, you die.

Kilvara swings his sword at Macleod.  Macleod blocks the
attack.  Kilvara kicks him in the stomach, doubling him over
and driving him back.  Kilvara wields his sword powerfully.
Macleod side-steps the attack -- Kilvara's blade slams into a
table, slicing it cleanly in half.

Jennifer struggles in her chair, her eyes open wide in horror,
staring at the candle.

                                        CUT TO:


EXT.  MUSEUM, REAR EXIT - NIGHT

Bedsoe reaches the back door.  It is locked also.  He goes over
to one of the windows and breaks it with the butt of his GUN,
then climbs through.

                                        CUT TO:


INT.  MUSEUM, MAIN ROOM - NIGHT

The battle continues.  Kilvara presses the attack, swinging his
sword furiously and relentlessly at Macleod.  Macleod jumps up
on a table.  Kilvara swings his blade at Macleod's knees.
Macleod jumps, the blade sails under his feet, when he lands he
KICKS Kilvara in the face, knocking him to the ground.
Kilvara's sword slides across the floor.  Macleod looks at
Kilvara, then across the room.  He has only a second to decide:
Kilvara or Jennifer.

MACLEOD'S POV

The ROPE is about to snap -- strands are staring to fray.

Macleod runs across the tabletop and jumps onto another as he
heads for the long table across the room.

Kilvara stands -- picks up his sword and runs after Macleod.


                                                            88

More strands of the rope snap as the flame burns deeper in the
rope.  It is just about to when...

Macleod runs onto the long table.  He dives and slides across
it -- his Samurai extended in front of him.

The rope SNAPS.  The WEIGHT begins to fall.

Macleod drives the blade of his sword through the trigger
housing.  The WEIGHT pulls on the rope -- but the blade of the
Samurai blocks the trigger from pulling back.

Kilvara reaches Macleod.  Their eyes meet.  Macleod knows he
cannot removes his sword to defend himself or the crossbow will
fire.  Kilvara raises his sword and is about to strike when a
SHOT is FIRED.

Bedsoe is standing in the doorway, his gun aimed at Kilvara.

                    BEDSOE
               (to Kilvara)
          You...

                    KILVARA
          I know -- freeze.

A beat.  Kilvara looks at Bedsoe, then at Macleod.  He is only
a few feet away.  He thinks -- then lunges at Macleod.

Bedsoe fires two shots.  They hit Kilvara in the chest.  He
drops to the ground.

Macleod unties Jennifer quickly.  Bedsoe moves across the room
towards them.  He carefully passes the motionless body of
Kilvara.

                    MCCLEOD
          Bedsoe -- he isn't dead!

Too late.  Kilvara stands, grabbing Bedsoe guns hand.  He
smashes it against the wall.  The GUN flies out of Bedsoe's
hand and slides across the floor.  Kilvara effortlessly lifts
him off the ground and throws him against the wall.  Bedsoe
hist the floor hard, his face etched in pain from several
broken bones.  Jennifer runs over to him.

Kilvara picks up his sword and moves towards Macleod.

                    KILVARA
          Now -- we finish it.

Macleod stares at him confidently.

                    MCCLEOD
          Yes.

                                                            89


Macleod quickly spins the chair with the CROSSBOW around so it
is facing Kilvara.  He removes his Samurai.  The trigger snaps
back.

WHOOSH!  The ARROW hits Kilvara in the chest.  Pain fills his
face.

Macleod runs towards him.  Kilvara pulls the arrow from his
chest and manages to raises his sword just in time to block
Macleod's attack.  Through the room they battle.  Macleod
fights fiercely backing Kilvara up.

Jennifer makes Bedsoe more comfortable by propping him against
the wall.  She looks around the room.


JENNIFER'S POV

of Bedsoe's gun on the floor.

Jennifer rushes over to it and picks it up.  She aims it at
Kilvara.

Kilvara sees her with the gun.  He knows that if she shoots him
he would be stunned along enough for Macleod to take his head.

Jennifer FIRES a SHOT.  It misses -- the bullet hits the wall.
Kilvara swings his sword powerfully at one of the WOODEN
PILLARS.  His blade slices through it.  Part of the ROOF
collapses.

DUST fills the room.  SILENCE.  Jennifer slowly moves forward,
trying to see through it.  The dust clears.  She stops --
stunned and confused by what she sees.


JENNIFER'S POV

Standing in the middle of the room are TWO MACLEOD'S.

Jennifer moves the gun back and forth between each of them,
noting knowing which is the real Macleod.

Both Macleod's look at each other.  They lunges at each other
and the battle begins again.

Jennifer can only watch helplessly.

Through the room they fight -- both Macleod's swinging their
swords at the other -- their swords cross -- sparks fly.  They
move through the room -- fighting fiercely.


                                                            90

One of the Macleod's swings his sword -- it slices through the
other arm.  The other Macleod's drops his sword.  The first
Macleod raises his sword.

                    MCCLEOD
          There can be only one.

He swings the sword, slicing it across the other Macleod's
neck.  A beat.  Out the gash come a brilliant GREEN LIGHT --
then the transformation begins.  The image of Macleod fades and
is replaced by Kilvara.  He stares at Macleod, tries to smile,
but falls to the floor and dies.

A beat.  Macleod readies himself.  The place explodes in a
burst of GREEN LIGHT.  Windows explode, overhead lights flash
on and off then blow up.

Jennifer and Bedsoe shield their eyes from the brilliant
spectacle.

Macleod's body pulses with pain as Kilvara's power flows into
him.

SILENCE.  Macleod drops to his knees.  Jennifer rushes over to
him and helps him to his feet.

                    JENNIFER
          Is it over.

For a moment it is as if he didn't hear the question, then
slowly he looks at her.  He picks up his Samurai and slowly
slices the blade into the palm of his hand.  A cut appears.  A
beat.  It does not heal.  Macleod looks at her with a trace of
grin.

                    MCCLEOD
          Yes -- I think it is.

                    BEDSOE
          Hey -- somebody want to gimme a hand
          here?

                                        CUT TO:


EXT.  MUSEUM - NIGHT

Police cars fill the street.  Macleod stands on the side walk
with Jennifer.  Detective Greley stands behind them.  Two
PARAMEDICS wheel Bedsoe out on a stretcher.

                    DETECTIVE GRELEY
          Lieutenant -- what about him?


                                                            91

                    BEDSOE
          What about him?

                    PROFESSOR DAJORSKI
          Should I take him in?

Bedsoe looks at Macleod who is waiting to see what Bedsoe is
going to do.

                    BEDSOE
          No -- it was self defense.

Macleod nods at Bedsoe -- without words a quiet understanding
is reached between them.  Bedsoe looks angrily at the
paramedics.

                    BEDSOE
          Well, we gonna wait here for my bones
          to heal -- or you gonna take me to
          the hospital?

They wheel him to the ambulance.

Macleod starts to walk away.  Jennifer walks beside him.

                    JENNIFER
          What now?

                    MCCLEOD
          Now I can start to live.  To feel.
          To grow old and live each day without
          the promise of another.

                    JENNIFER
          Sounds very -- normal.

Macleod smiles.

                    MCCLEOD
          Yes -- yes it does.

He puts his arm around her and they walk off together.


FADE TO BLACK