FADE IN ON:

EXT: SKY - DAY

[A WHITE BIRD soaring. The sky is a glorious explosion of blue and
mauve and lavender. The setting sun washes the clouds with a delicate pink tint. The bird swoops and spirals and we are right there with him. Then suddenly, below us, an extraordinary sight appears.]

EXT: LABYRINTH - DAY

[It is the labyrinth, an enormous maze of incredible mandala like
intricacy. From our magnificent vantage point, we are barely able to make out its details: the twisting walls interrupted here and there by lush forest, the complex web of waterways, the forbidding castle at the core. It is vast and magical, frightening and compelling at the same time. We would love to linger, perhaps fly lower and get a better look at this wondrous place, but the bird flies on]

EXT: GLADE - DAY

[It is an idyllic setting, warm and inviting. The late afternoon sun
washes everything with a pink glow. Between the water and a line of lush fruit trees is a flower-strewn glade. A FIGURE emerges from the trees and walks toward the water. It is a YOUNG WOMAN dressed in a flowing white dress that swirls around her in the breeze. The pink light burnishes her hair and causes a gold circlet she wears on her head to glow. She is breathtaking, a vision of innocence and grace. She stops to pick a flower and then turns suddenly as if she has heard something.]

GIRL: Is it you?

[She takes a few hurried steps and then stops, smiling shyly]

GIRL: Your Highness!

[The GIRL curtsies deeply and then looks up through lowered lashes,
the shy smile still dancing on her lips. And then we pull back to reveal
a crown perched on a head of tight curls. We are looking through
the crown at the girl as she rises slowly, then looks boldly
at the PRINCE.]
GIRL: Do not be swayed by my pleasure at the sight of you, my lord.
For though my father, the Duke, has promised you my hand, I cannot
consent to be yours until the evil that stalks our land from highest
hill to deepest dale is ...

[Suddenly the GIRL stops speaking, a look of stunned confusion on her
face.]

GIRL: ... from highest hill to deepest dale ... *her brow furrows in
concentration and then* Damn!

[She burrows one hand into the deep sleeve of her gown and pulls out a
rolled-up soft-cover book. She rifles through the pages.]

[The PRINCE is not a prince at all, but a SHEEPDOG wearing a tin foil
crown. He thinks his work is over and it's time to play and he lunges
happily towards the GIRL who isn't a princess or even a duchess, but
15-year-old SARAH.]

[SARAH is knocked over by the playful DOG. Beneath the gown which we can now see
is homemade and not very grand at all, we see faded jeans
and running shoes.]

SARAH: Get off me, you monster!!

[The DOG grabs the book out of her hand and runs away with it, hoping
to be chased. SARAH doesn't follow, she just sits up and pulls the
grass out of her tangled hair and sighs with frustration. The DOG
comes back over to SARAH, its tail wagging hopefully.]
SARAH: If you value your mangy life, Merlin, you'll hand it over.

[The DOG obediently drops the book.]

THE BOOK

[On the cover it says, MEANDER'S QUEEN a play in three acts by Robin
Zakar_. SARAH reaches for it and we hear a clock tower begin to chime.]

SARAH leaps to her feet.

SARAH: Oh no, Merlin! We're really late! Why does everything have to
happen to me!!!?

[MERLIN prances around her happily, his foil crown in his mouth. SARAH
pulls it out of his mouth and throws it in a nearby trash basket. He
rushes after it and peers into the basket, wanting to fetch.]

SARAH: It's all your fault, you miserable mutt!!

She hikes up her dress and runs into the trees. MERLIN whimpers and
[tags along behind her.]

EXT: THE OTHER SIDE OF THE TREES - DAY

[SARAH comes bursting through the trees and runs down a hill toward
the street. WE PULL BACK and WE CAN SEE an enormous steel mill on the
other side of the river. And now WE NOTICE that the light isn't pink
any more but sort of dull and hazy, and the idyllic glade is barely a
suburban park, and this is just an ordinary day in a very ordinary
place.]
EXT: AN OLD RAMBLING HOUSE - DUSK

[SARAH runs up a path to an older, rambling house. She goes through
the front door, MERLIN hot on her heels, and neither one of them sees
the beautiful SNOW-WHITE BIRD that lands in a tree beside the path.]

INT: INSIDE THE ROUSE - EVENING

[SARAH bursts through the front door and makes a beeline for the
stairs. She almost makes it. SARAH'S MOTHER appears in the hallway.]

MOTHER: Sarah, where have you been?!!!

[SARAH abruptly stops and changes to an elegantly graceful ascension
of the stairs.]

SARAH *in an affected voice*: I can't talk to you now. I'm in
rehearsal.

[She continues grandly on and heads for her room.]

MOTHER: You were supposed to be home an hour ago to baby-sit for
Freddie! Don't we at least deserve an explanation?

[SARAH stops and leans over the railing. She speaks with a
melodramatic solemnity.]

SARAH: As Meander's Queen, I've been ... meandering. Dither me not
about explanations.

[With that she turns and heads for her room. On the door is a sign
that says: "Admittance by Invitation Only." SARAH'S FATHER comes into
the hall.]

FATHER: What's that all about?

MOTHER: It's a part in a play, *raising her voice* but that's no
reason to...

SARAH turns in her doorway. She calls down.

SARAH: Chasten not your Queen, Peasant!

[She dramatically sweeps into her room.]

INT: SARAH'S ROOM - NIGHT

[SARAH slams the door and leans against it, playing the scene.]

FATHER (VO): Sarah, that's no way to talk to your mother!

SARAH *mumbles to herself*: She's not my mother.

[SARAH takes a deep breath and closes her eyes. She can hear footsteps
and SOMEONE comes to the other side of the door.]

[SARAH ignores her STEPMOTHER and kicks off her running shoes.]

With a practiced gesture SARAH removes her jeans while leaving her
gown in place.]

STEPMOTHER (VO): Sarah, when I tell you to be home at five, I
expect you to be home at five.

[SARAH quickly shifts to her STEPMOTHER's attitude -- hands on hips,
and silently mimes her words.]

SARAH: Yes, Madame!

INT: UPSTAIRS HALLWAY

STEPMOTHER: And don't "Yes Madame" me!

FATHER: Is she all right?

STEPMOTHER *frustrated*: Of course she's all right! I left the
Bernsteins' number on the kitchen table ... Freddie might be coming
down with a cold so call us if he seems even the least bit
uncomfortable ...

SARAH (VO) *sighs*: Yes, Mother.

STEPMOTHER: Oh! I give up!

[She hurries down the stairs.]

FATHER: We'll see you later, baby. And remember ...

INT: SARAH'S ROOM - NIGHT

[SARAH speaks along with him, mimicking.]

SARAH & FATHER (VO): Don't open the door to strangers.

[We hear him leave. SARAH waits a beat and then turns and opens her
bedroom door.]

SARAH: And don't call me baby! *she slams the door shut; mimicking
her parents* Precious little Freddie might be coming down with a cold
...

[She sighs and looks around. This is really her world, her retreat,
and she knows and controls every inch of it. The shelves are filled
with an orderly array of childhood dolls and toys. The books are
lined up neatly in the bookcase and if we could see them up close we
would see that they were placed in alphabetical order -- and
according to the year they were acquired. She walks over to her
dresser. She checks herself out in the mirror above the chest of
drawers and adjusts the golden circlet which has been knocked askew
by her run. She then stops for a moment and looks at the photographs
on the dresser. One of her FATHER, her MOTHER and herself as a LITTLE
GIRL. Another picture of her MOTHER in a newspaper clipping is taped
to the mirror. The headline says, "Linda Williams a Smash in New
Play." A cover of a Playbill is also tacked on to the mirror. It says
_Best of Both Worlds_ starring Linda Williams. SARAH then reverently
opens a music box -- the kind with a twirling dancer inside -- and to
the strains of an unbearably tinny version of "Greensleeves" she
begins to rehearse.]

SARAH: Do not be swayed by my pleasure at the sight of you, my Lord
...

[Suddenly, something stops her cold.]

SARAH (yelling angrily): Someone has been in my room!

[Through the mirror WE SEE what she sees: an empty space on one of the
shelves. She swirls around and rushes out the door.]

INT: THE HALLWAY - NIGHT

[SARAH bursts out of her room.]

SARAH: Where's Lancelot?

[She stomps down the hallway.]

SARAH: Where's my bear?!!

INT: NURSERY - NIGHT

SARAH enters FREDDIE's room. She searches the nursery.

SARAH: Nobody listens to a thing I say.

[She opens a toy box and rifles through it.]

SARAH: How many times have I told them to stay out of my room ...

[She gets to the crib and looks down. FREDDIE is wide awake, gurgling
at Lancelot, SARAH's tattered old teddy bear.]

SARAH: And you, you can just give me back my bear!

[She yanks it out of the crib and leaves. FREDDIE looks hurt and his
face starts to cloud up.]

INT: SARAH 'S ROOM - NIGHT

[SARAH is curled up on her bed, cuddling her bear. MERLIN sits beside
her. She looks at the DOG.]

SARAH: You're the only one who understands me, Merlin.

[He licks her face. She gets up and holds the bear out in front of her.

SARAH: Do not be swayed by my pleasure at the sight of you, my lord
...

[She is interrupted by FREDDIE's cries.]

SARAH: Go to sleep, Freddie!

[The cries get louder. SARAH sighs and repeats her favorite litany.]

SARAH: Why does everything have to happen to me?

INT: NURSERY - NIGHT

[SARAH enters and approaches the howling INFANT.]

SARAH: I don't need this.

[She pulls the blanket up over him and attempts to tuck him in.]

SARAH: There, isn't that nice ...

[But FREDDIE doesn't think so. He pushes the blanket off and howls
even louder. SARAH sees one of his toys on the floor and picks it up
and gives it to him. She speaks through gritted teeth.]

SARAH: Want your nice toy?

[But FREDDIE doesn't. He flings the toy across the room. SARAH bends
over the crib and speaks softly.]

SARAH: You know, Freddie, I heard that the only thing to do with a
baby who won't stop crying is to get some goblins to come over and
teach him a lesson ...

[FREDDIE lowers his screams to a whimper, but a loud whimper.]

SARAH: How would you like that, kid? A nasty evil goblin ...

[FREDDIE is quiet for a moment, almost as if he is considering. Then
he really howls. SARAH sighs and picks him up. She begins to pace
back and forth, and starts to hum. FREDDIE goes back to a mere
whimper.]

SARAH: Oh, you like that, do you?

[She begins to hum even louder and more melodically as she places the
BABY back into the crib. She then begins one of the moat macabre
lullabies you could ever imagine. She sings of how scary the dark is,
how "the shadows on the wall like to eat you when you're small" and
how "a baby doesn't stand a chance when the Goblins start their
dance." She throws herself into her performance; adding to it a wild
dance that has her whirling around the room, leaping into the air,
making strange shadows on the wall. Finally, the dance ends when too
many crazed pirouettes result in her stumbling against FREDDIE's
dresser. She staggers a bit and then the lights blink as a crack of
thunder is heard, followed by a flash of lightning.]

ANOTHER ANGLE

[Little FREDDIE is wailing. He hasn't understood a thing that SARAH
has sung but he can sense that something is wrong.]

SARAH: Ah, c'mon, Freddie. It was just a song.

[They are interrupted by the sound of the doorbell. SARAH reacts with
a gasp of surprise. FREDDIE, for some inexplicable reason, is
suddenly quiet.]

INT: FOYER - NIGHT

[SARAH approaches the front door with some trepidation. She starts to
open it, then realizes what she is doing. She fastens the chain and
only then opens the door.]

EXT: HOUSE - NIGHT
SARAH'S POV

[Through the door opening SARAH can see a very elegantly dressed,
quite good-looking MAN of an indeterminate age. He has a worldly air,
or is it other-worldly? Before he can speak a flash of lightning
illuminates his face. He is a mesmerizing sight and SARAH can't help
but gawk.]

MAN: Excuse me, is this the home of Sarah Williams ... Sarah
Williams, the actress?

[SARAH's jaw drops.]

SARAH: That's me.

MAN: Allow me to introduce myself ... (he holds out his hand) I'm
Robin Zaker.

[SARAH squeals with delight.]

SARAH: You wrote the play!

[He smiles.]

SARAH: Just a second.

INT: FOYER - NIGHT

[SARAH's hand hesitates over the chain for just a moment, and then she
unfastens it and opens the door. ZAKAR enters and extends his hand.]

ZAKAR: It is an honour, Miss Williams. I understand you make a
delightful Queen Meander.

SARAH: Well, we've just started rehearsal, but how did you know?

ZAKAR: I was passing through this part of the country and heard that
it was going to be done here. This is the first amateur production of
the play, which of course is delightful for me.

SARAH: You know we were supposed to open tonight, but we got delayed.
The firemen had to use the hall.

ZAKAR: Yes, I know, that's why I wanted to stop by to see you.

[They are interrupted by a particularly loud crash from upstairs. And
then FREDDIE begins to howl.]

SARAH: That's my brother ...

[There is another crash and SARAH starts up the stairs.]

SARAH: I'll be right back!

[ZAKAR watches her run up the stairs. He glances around and then walks
right to the liquor cabinet and takes out a bottle.]

INT: NURSERY - NIGHT

[FREDDIE in standing in his crib crying his eyes out. SARAH rushes in
and sees that the storm has blown open the basement window and it is
crashing against the wall. She rushes to close it. FREDDIE's screams
are piteous.]

SARAH: Oh, Freddie ...

[There is more thunder, and then lightning flashes across the darkened
room.]

ZAKAR (VO): Perhaps I can soothe him ...

[SARAH gasps and whirls around. ZAKAR is framed in the doorway. He has
a drink in his hand. SARAH holds the BABY close.]

SARAH: You shouldn't be up here!

ZAKAR (smoothly): I just wanted to help ...

SARAH rushes by him, still clutching the BABY.

INT: HALLWAY - NIGHT

[SARAH comes out of the nursery and hurries down the stairs. ZAKAR
follows. FREDDIE is still crying.]

SARAH: Maybe you'd better leave ...

[She gets to the bottom of the stairs. FREDDIE whimpers. ZAKAR is
making her very nervous.]

SARAH: ... I, uh, don't think I care to talk to you about the play.

[He is right behind her, almost too close.]

ZAKAR: Neither do I.

[SARAH is shocked and disturbed by this.]

SARAH: What!

[ZAKAR reaches over and smoothes FREDDIE's hair.]

ZAKAR: I'm more concerned about the baby, of course.

[SARAH pulls FREDDIE out of his reach.]

SARAH: Freddie's just fine.

[But he isn't. He's still crying. ZAKAR reaches into his pocket and
pulls out a coin. Be runs it over his fingers right in front of
FREDDIE's face. The BABY stops crying.]

ZAKAR: There, isn't that better?

SARAH (nervously): Uh, sure ... but you really have to leave ...

[ZAKAR ignores her and heads into the living room.]

ZAKAR: I'm not just a playwright, as you can see ... bring him in
here and I'll do some other tricks for him ...

SARAH: No! You've got to ...

[But he is already in the living room. She follows, still holding the
BABY.]

INT: LIVING ROOM - NIGHT

[ZAKAR is sitting on the sofa, looking very comfortable. SARAH stands
in the doorway, not sure what to do. Reluctantly, she goes and sits
down across from him.]

ZAKAR: Now watch this, Freddie ...

[He reaches into his breast pocket and tugs on the handkerchief there.
It comes out followed by many others, all different colours. SARAH
rolls her eyes. This is not that exciting a trick. FREDDIE isn't
impressed, either. In fact he starts to cry again.]

ZAKAR: So you're going to be like that, are you, Freddie? Well, you
know what that means?

[He leans across the table and SARAH pulls the BABY closer.]

ZAKAR: It's time to call the goblins!

SARAH: What?!!

[SARAH is surprised to hear this, to say the least. It echoes her
silly threat to FREDDIE earlier.]

ZAKAR: Yes. That's what we do with bad babies ... we send for the
goblins!!

[And with that he reaches into yet another pocket and pulls out a
poorly made, very silly-looking goblin hand puppet. SARAH laughs
with relief. ZAKAR, his hand in the puppet, talks in a high-pitched,
unconvincing goblin voice.]

ZAKAR: You like goblins, don't'cha, Freddie? (singsong) but I bet
your sister doesn't ...

[SARAH rolls her eyes at this, and then gasps. Because for one very
strange moment, the puppet keeps bouncing, but both of ZAKAR's hands
are visible! And then the puppet seems to move away from the table,
and disappear! FREDDIE claps his hands with delight. SARAH jumps out
of her chair.]

SARAH: Where is it?!!!

[ZAKAR points to a large cabinet against the wall.]

ZAKAR: It's in there.

SARAH: Impossible!

ZAKAR: See for yourself.

[SARAH hesitates for a moment, and then places FREDDIE carefully on
the rug. She then marches over to the cabinet and throws open the
door.]

ANOTHER ANGLE

[the puppet, grinning wildly from inside the cabinet.]

ANOTHER ANGLE

[SARAH gasps and involuntarily slams the door. She whirls around to
face ZAKAR.]

SARAH: How did you do that?!!

[ZAKAR leans back into the sofa.]

ZAKAR: Magic.

SARAH: Oh sure ...

[She nods, skeptically. She can't see -- but WE CAN DEFINITELY SEE --
the cabinet door slowly open behind her, and out of it comes a tiny,
fierce-looking GOBLIN! This is not a puppet, but a living creature
that moves quickly out of sight with an exaggerated tiptoe. SARAH is
busy with another problem. She doesn't see FREDDIE!]

SARAH: Where's Freddie?!!

[ZAKAR shrugs. In a panic, SARAH begins to look around this room. She
calls for FREDDIE and, as she passes in front of the living room
doorway, WE CAN SEE something scurry across the hallway. SARAH stops
and listens.]

SARAH: Freddie?

[But it wasn't a BABY she heard. Behind her there is more scurrying as
CREATURES begin to appear from various parts of the room. We hear
faint snickering. She turns to ZAKAR, terrified.]

SARAH: Where is he?!!

ZAKAR points to the chair SARAH was sitting in. She is behind the
chair and can't see anything. But when she comes around in front of
it she sees FREDDIE comfortably ensconced in the cushions. And he's
playing with the goblin puppet! SARAH reaches over and grabs the
puppet out of his hands. She flings it across the room and scoops up
the BABY.]

SARAH: Who are you?!!!

ZAKAR throws back his head and laughs, then suddenly leaps off the
sofa and lands very close to her.]

ZAKAR: I've been known by many names ... but the one I prefer is
Jareth, King of the Goblins!!!

[SARAH holds FREDDIE close and backs away.]

SARAH: I don't believe this!

[Amidst thunder and lightning JARETH flings his arms up into the air,
and he is suddenly dressed in strange, medieval garb, a cloak
swirling around him. And what's worse, much, much worse, is that
suddenly GOBLINS are everywhere! Popping out of drawers, from under
chairs, swinging off the chandeliers. SARAH turns and runs out of the
room.]

INT: FOYER - NIGHT

[It's worse in here! The GOBLINS are pouring down the stairs, SOME
slide down the bannister! SARAH tries running into another room, but
is soon back, followed by a DOZEN MORE! She barely makes it to the
front door and struggles to open it with the BABY in her arms. The
GOBLINS pull her back and laugh wildly. They fling her right into
JARETH's arms. He scoops FREDDIE up and whirls away from her. SARAH
tries to grab the BABY back but the GOBLINS get between them.]

SARAH (hysterical): Give him back, you monster! Give him back!

[JARETH only laughs and starts to swirl gracefully. FREDDIE laughs
with delight and SARAH struggles to reach him. With a superhuman
effort she pushes through the MASS OF CREATURES and grabs onto
JARETH's fluttering cloak. It's like being caught up in a whirlwind
of incredible force.]

SARAH (screaming): I ... won't ... let ... you ... take ... him!

[But it's too late. SARAH's feet leave the ground and she is pulled
with them and the whole MASS OF GOBLINS. JARETH and FREDDIE swirl up
through where the ceiling would have been, up into the blackness.
There's a QUICK MONTAGE OF SHOTS: JARETH's laughing face; SARAH,
desperate as her fingers are losing their grip; FREDDIE, who's having
a great time; GOBLINS, ALL gleeful; then -- JARETH's garment pulls
out of SARAH's grip. She falls OUT OF FRAME, a silent scream on her
face.]

EXT: LABYRINTH - DAY
A WIDE PEACEFUL SHOT

[The sky is pink, and the WHITE BIRD swoops by us as WE TILT DOWN TO
SEE the exterior wall of the labyrinth. It is a high masonry wall
that extends off in either direction. Along the wall are various
ornamental bushes and there is a small figure of a dwarf, his back to
us, peeing into a tiny pond. It looks for all the world like one of
those ornamental garden sculptures. But it isn't. This is HOGGLE. In
a CLOSER SHOT, which is quite discreet, HOGGLE finishes peeing, and
goes over to a particularly lush shrub. A few butterfly-like
creatures, flower fairies, flit around the bushes.]

HOGGLE: An' how's me pride an' joy!

[He leans forward to sniff one of the magnificent blossoms, sighing
with pleasure as he does. But before he can indulge he is stopped by
the whistling sound of a falling object. SARAH falls from the sky and
lands right on his prize shrub! Incensed, he screams with fury.]

HOGGLE: What is this? Look what you done! You murderer!

[SARAH struggles out of the broken shrub.]

SARAH: What are you saying, you horrible little man?!

HOGGLE: I ain't horrible, I'm Hoggle. And just look! You've
destroyed me prize blossoms!

[He realizes the extent of the damage to his prize specimen.]

HOGGLE: I'll get ya for it, you big oaf!

[And he picks up a spray can and goes after SARAH. But she's had
enough. After the nightmarish kidnapping of FREDDIE and a drop from
the deepest space, this guy is child's play. She reaches out and
pulls the can from HOGGLE's hands. She then grabs him by the
shirt-front and practically lifts him off the ground.]

SARAH: Oh no you don't! If anyone's getting anything around here,
it's me ... now where' my brother?!!

HOGGLE: I ain't sayin' nothin' 'til ye let me go!

[SARAH sighs and lets go].

SARAH: I'm sorry. But this just hasn't been my day.

HOGGLE looks at his crushed shrub again.

HOGGLE: Ye ain't the only one.

[SARAH ignores him and stares at the massive wall behind them.]

SARAH: And I don't understand any of this!

[HOGGLE shakes his head and sighs.]

HOGGLE: Now where have I heard that before.

SARAH: What do you mean?

HOGGLE: I mean, everyone who comes here thinkin' they can make it
through the labyrinth says sumthin' like (mimicking Sarah in a whiny,
high pitch) ... I don't understand this, whatever am I doing here,
how will I ever get home ...

SARAH: What makes you think I'm here to get through a labyrinth?

[HOGGLE shakes his head again.]

HOGGLE: Can't think of any reason why you'd be standin' here in front
o' this gate if you weren't.

[SARAH doesn't understand what he is talking about but when she looks
up she can't believe her eyes.]

ANOTHER ANGLE

[A huge gate where just a moment ago there nothing but smooth, endless
wall. SARAH gulps in disbelief. Then the huge wooden doors fly open
and a terrified CREATURE runs out, full speed, screaming for his
life. Right behind him come TWO MENACING GOBLINS riding on strange
BEASTS. They are armed and dangerous looking. They quickly catch up
with the CREATURE and drag him, screaming piteously, back through the
gate. Before the gates close SARAH can see MORE GOBLINS, what seems
like hundreds of them. SOME are mounted, MOST of them are armed. And
beyond them a walled passageway seems to go on forever. Then the
wooden doors slam shut.]

SARAH: Oh, no! Not more goblins!

HOGGLE: That's Jareth's goblin army, and that other poor fool musta
been caught meanderin' where he had no business.

SARAH: What will they do to him?

HOGGLE: I don't like to think about things like that.

[SARAH shudders.]

SARAH: I wonder if things can get any worse?

[HOGGLE sighs knowingly.]

HOGGLE: He's taken sumthin' o' yours, ain't he?

[SARAH is clearly surprised.]

HOGGLE: Jareth, our high an' mighty king ...

[SARAH nods, excited that someone has a grasp of the situation.]

HOGGLE: Bet he's gone and taken sumthin' you love.

SARAH (shrugging): Close. He's got my baby brother.

[HOGGLE laughs derisively.]

HOGGLE: Baby snatchin'! That's low.

SARAH: So I've just got to do something!

HOGGLE: Like what?

SARAH: Get Freddie back, of course!

HOGGLE: Then ya'd have ta make it through the labyrinth, 'cause
Jareth's castle is at its very center.

[SARAH looks at the gates and gulps.]

SARAH: Is it difficult?

[HOGGLE snorts with derision.]

HOGGLE: Is me prize shrub crushed into oblivion?

[SARAH is reaching the breaking point.]

SARAH: Look, I'm sorry about your bush! But it's not like I asked to
have some weirdo come and take my baby brother and then drop me out
of the sky!

HOGGLE: Well, I didn't ask for some overgrown flower fairy to drop on
me prized possession, neither!

SARAH: Oh, this is ridiculous!

[And she stalks off to the gate, mumbling all the way.]

SARAH (to herself): ... standing here wasting time talking to some
weird guy who should be living under a bridge ...

[She is almost at the gate when she freezes with fear. Through the
gate she can hear the cheers and jeers of the GOBLINS, and what might
be the wailing of their poor CAPTIVE. There's no way she wants to
risk facing that horrific CREW. HOGGLE has come up behind her and as
she backs away from the gate she bumps into him. She shrieks and
whirls around.]

HOGGLE: That ain't the only way in, ya know!

[SARAH is very relieved to hear this.]

SARAH: It's not?!

HOGGLE: Course it ain't. There's many a route in ... just only one
way out.

SARAH: Well show me one! I've got to find my brother!

[HOGGLE sighs impatiently. Be fingers a belt that he wears, rattling
it in an obvious manner. It in hung with every kind of watch and
bracelet and ring you can imagine.]

HOGGLE: Information like that has a price ...

[SARAH, taken aback by the amount of loot he's acquired.]

SARAH: I could give you this ...

[She takes the gold circlet off her head. HOGGLE isn't interested.]

HOGGLE: I had sumthin' o' this caliber in mind ...

[He takes her hand and WE SEE that she is wearing a beautiful ruby
ring. SARAH shakes her head vehemently.]

SARAH: No. My mother gave me that.

[HOGGLE eyes it greedily.]

HOGGLE: She could give ya another ...

SARAH: No, she couldn't. (sadness crosses her face suddenly) She
lives real far away ...

[The sadness disappears just as suddenly. She holds out the circlet.]

SARAH: This is all you get.

[He grabs the circlet and bites it.]

HOGGLE: Bah! It's paste!

[Something catches SARAH's eye. It is one of the tiny FLOWER FAIRIES.
She leans over for a better look.]

SARAH: No it's not, it's plastic.

[HOGGLE's eyes light up at that and he grunts with satisfaction as he
strings the circlet onto his belt. SARAH reaches out her hand to the
FAIRY.]

SARAH: What a beautiful little thing ...

[HOGGLE reaches for the spray can.]

HOGGLE: Let me at it!

[SARAH is enraged.]

SARAH: You murderer! How can you kill such beautiful creatures?!!

[Just then the FAIRY gives SARAH a vicious bite. She shakes it off her
hand and cries out in pain.]

SARAH: It bit me!

[HOGGLE quickly sprays the offending FAIRY and it falls to the earth,
screaming all the way.]

HOGGLE: Of course it bit ya! There's nuthin' more vicious than a
flower fairy. Any fool knows that!

[SARAH sucks on her wounded hand and tries not to cry.]

HOGGLE (sighs): But you don't know nuthin', do ya?

[A tear trickles down SARAH's cheek. HOGGLE sighs.]

HOGGLE: I got a feelin' I'm gonna regret this. *he stalks off* Come
with me an' I'll show ya a way in.

[SARAH hurries after him. As they walk along the endless wall HOGGLE
looks at the circlet and polishes it on his sleeve.]

HOGGLE (thrilled): Plastic!

EXT: LABYRINTH - DAY

[Another part of the wall. HOGGLE pushes a bush aside and shows SARAH
a tiny door. She looks at it dubiously.]

HOGGLE: This'll take ya into the maze, that's the first part of the
labyrinth ...

SARAH: The first part! What comes after that?

[HOGGLE gets down on his knees and starts to crawl through the door.]

HOGGLE: Then there's the Garden Maze, then the Forbidden Forest ...

SARAH: That sounds inviting ...

[He is through the door. He is still talking but SARAH can't hear him.
She quickly tries to follow.]

SARAH: Wait! Wait! I can't hear you ...

INT: LABYRINTH - DAY

[HOGGLE is through the door.]

HOGGLE: ... then comes the castle ...

[SARAH's head appears.]

HOGGLE: ... that's surely where Jareth's keepin' the babe ...

[He looks down at SARAH, she is through the door to her waist and
straining to get the rest of herself through. HOGGLE sighs and grabs
her hand. With a groan he tugs on her and pulls her through the
doorway. She lands flat on her face.]

HOGGLE: Ya don't seem ta be able ta do nuthin' without my help, do ya?

[He chuckles and SARAH gives him a look that could kill as she gets up
and dusts herself off. She looks around and the environment seems
rather benign. The brick walls are open to the sky, here and there a
flower peeks through a crack.]

SARAH: Oh, I think I can handle it. In fact, this place doesn't seem
so bad at all.

[And with that, she jauntily heads down the nearest corridor.]

INT: CORRIDOR 1 - DAY

[SARAH turns a corner and comes face to face with a FACE. It is huge
and grotesque and protrudes out of the wall.]

FACE: Go back! Go back before it's too late!

[SARAH screams and backs away from it, moving further down the
corridor. She backs into something and whirls around. It is ANOTHER
FACE.]

FACE 2: Turn back while you still can!!

[SARAH turns and runs back the way she came.]

SARAH: Hoggle!

INT: LABYRINTH - DAY

[HOGGLE is still standing by the door, an amused smile on his face.
SARAH comes rushing toward him.]

SARAH: Oh, I'm so glad you're still here! They were horrible ...

HOGGLE: You don't mean the False Alarms, do ya?

[He shakes his head and goes off in the direction that SARAH just came
from.]

HOGGLE: If ya gonna let a little thing like them scare ya, Missy, ya
haven't a hope o' makin' it to the castle.

[SARAH quickly follows.]

SARAH: False Alarms?

INT: CORRIDOR 1 - DAY

[The corridor of faces. HOGGLE enters and the FACES start in on their
routine. SARAH comes up behind him, shuddering at the ghastly sight.]

FACE 1: This is the path of no return!

FACE 2: Beware! Beware!

HOGGLE: Just ignore 'em.

SARAH: Are you sure?

[HOGGLE sighs and turns to the NEXT FACE.]

FACE 3: Abandon all hope ...

HOGGLE: Oh, shut up, will ya?

[SARAH is wide-eyed at HOGGLE's defiance.]

FACE 3: But I was just getting to the best part!

HOGGLE: All right. But don't expect us to pay any attention.

FACE 3 (winks at Sarah): You're going to love this ... Abandon all
hope ye who enter here, for this is the road to destruction!!!

HOGGLE (bored): Very nice ...

[SARAH is dumbstruck. HOGGLE takes her hand and yanks her along.]

FACE 3: Come back any time ... I mean, you're doomed, doomed!

INT: CORRIDOR 2 - DAY

[HOGGLE and SARAH continuing down a similar corridor.]

HOGGLE: Ya see, things aren't always what they appear to be around
here, Missy ...

SARAH (shrugging): Whatever. All I'm interested in is getting my
brother back from that creep.

[She starts to look around for something.]

HOGGLE: I admire yer determination, but it takes more'n that to beat
Jareth.

[SARAH picks up a rock.]

SARAH: Well, maybe I'm beginning to get the hang of this labyrinth
business.

[She takes the rock and uses it to mark an X on the floor.]

SARAH: See, now I'll know which way we came in case I get lost.

HOGGLE (sighs): Missy, goin' back the way ya came is par fer the
course around here, what ya want to do is go forward.

SARAH: Look, Hoggle! I've got to find Freddie and I don't need you to
discourage me!

HOGGLE: And I don't need to be wastin' me time goin' around in
circles with you!

SARAH: That's fine with me! (she starts off) I know you're only after
my ring, anyway!

[She turns a corner and HOGGLE looks after her, hurt and pity crossing
his face. He takes a few steps in her direction and an officious
little creature, a BRICKKEEPER, emerges from the brickwork of the
floor, takes out the cobblestone that SARAH marked, and replaces it
with the marked side hidden. It looks up at HOGGLE.]

BRICKKEEPER: Some people got no respect for property!

[HOGGLE sticks his tongue out at the CREATURE just as it goes back
into its hole.]

EXT: AERIAL SHOT - DAY

[The WHITE BIRD flies over the maze and WE SEE SARAH marching along.
She thinks she's going forward but she's heading right for HOGGLE.]

INT: CORRIDOR 2 - DAY

[SARAH emerges into the corridor and comes face to face with HOGGLE.]

SARAH: But ...

[She whirls around to look behind her, then back at HOGGLE again.]

SARAH: ... but you were just behind me! I'm sure of it!

[HOGGLE shakes his head as she runs by him and looks down at the floor.]

SARAH: My mark! It was right here!

[HOGGLE comes up beside her.]

HOGGLE: I told ya, Missy. Things aren't what they appear to be around
here ...

JARETH (VO): Except when they are.

ANOTHER ANGLE

[JARETH, in all his glory. SARAH and HOGGLE whirl around and BOTH gasp
with surprise and fear.]

JARETH: We meet again ... Sarah.

SARAH: Where's Freddie?!! What have you done with him!?

[She starts to rush toward JARETH but HOGGLE holds her back.]

JARETH: Nothing ... yet.

[He walks toward them and they automatically step backwards. He looks
down at HOGGLE.]

JARETH: And what have we here ... Hoghead, isn't it?

[HOGGLE is humiliated.]

HOGGLE: Me name's Hoggle.

JARETH: Ah, yes. Now I remember. (he moves closer to Hoggle) You're
the greedy little coward who lives outside the gate. Shouldn't you be
back there minding your own business ... Hedgehog?

[He chucks HOGGLE under the chin, and is quite rough about it. HOGGLE
fumes silently. SARAH doesn't like this.]

SARAH: Why, why don't you pick on someone your own size?

[He looks her up and down.]

JARETH: Whom did you have in mind?

[SARAH tries to brazen it out.]

SARAH: I don't have time for any games. I want Freddie, and I want
him now!

[JARETH throws back his head and laughs.]

JARETH: Ah, Freddie. An adorable little imp. I'm really growing
rather fond of him.

SARAH: Where is he?!!

JARETH: He's in my castle, and seems to be enjoying himself immensely.

[He ambles toward them and they can't help themselves, they BOTH step
backwards.]

JARETH: In fact, he likes being with goblins so much, I'm considering
turning him into one.

[SARAH thinks this is crazy.]

SARAH: You can't do that!

JARETH (grinning): Oh yes I can.

[SARAH looks down at HOGGLE and speaks under her breath.]

SARAH: Can he?

HOGGLE nods glumly.

JARETH: But let's make it interesting. I won't do it for ... thirteen
hours. If you make it to the castle before then you might be able to
save him. If not, well, I think little Freddie will mike an adorable
goblin prince, don't you?

[He laughs and holds up both hands and WE SEE that they are empty. He
then closes them and when he opens them again there is a gold watch
in one hand. He throws it to SARAH, but HOGGLE intercepts it and eyes
it greedily. Annoyed, SARAH snatches it out of his hand. She looks at
it and sees that it has 13 hours marked on it. When she looks up
again, JARETH is gone.]

WORM (VO): Well, good riddance to bad rubbish!

[SARAH and HOGGLE BOTH jump and then look at where the voice is coming
from. It is a little WORM, poking its head out of a hole in the
brickwork.]

WORM: That's what the missus always says, she does. Why the last time
she found that one around here she sent him packing.

SARAH: Jareth?!

WORM: She don't take to his kind of nonsense, that's for sure. Now,
how about a nice cup of tea? The missus has a kettle on.

[SARAH looks down at HOGGLE, who shrugs. She then looks up at the WORM
and gives him a beaming smile.]

INT: CORRIDOR 2 - DAY

[SARAH and HOGGLE are sitting on the floor.]

SARAH: Do you think Jareth will give Freddie back if I make it on
time?

HOGGLE: It's hard to say, Missy. But if I were you, I'd worry 'bout
first things first.

SARAH: What do you mean?

HOGGLE: I means ya got ta find the castle before ya can go savin' the
babe and I mean ta see that ya do!

SARAH is thrilled and leans over and gives him a kiss on the cheek.

SARAH: Oh, Hoggle! Thank you, thank you so much!

[HOGGLE gets all flustered and tries to act gruff.]

HOGGLE: Seems to me I could be gettin' that ring from ya after all if
I plays me cards right.

[SARAH regards him affectionately.]

SARAH: I know you don't mean that. You're helping me because you're
really nice.

HOGGLE: I ain't nice! I just likes the way ya stood up ta him is all.
(he is thoughtful for a moment; almost to himself) Too bad more've us
haven't had the guts to do the same.

[The WORM reappears.]

WORM: How about a biscuit? The missus just took a fresh batch out of
the oven.

SARAH: Thanks, but we really don't have any time. We've got to get to
the castle.

HOGGLE: Ya wouldn't happen to know a shortcut, would ya?

WORM: Well, you might try taking that first left.

SARAH and HOGGLE look down the corridor.

SARAH: But there isn't any left turn.

[Just then a strange FIGURE seems to come through the left wall and
walks toward them. He is dressed in long flowing robes and wears a
hat shaped like a bird.]

WORM: See, there's a left turn right there, where that Wise One just
came in.

SARAH: A Wise One! Maybe he knows the best way to the castle!

HOGGLE: I wouldn't bet on it.

[But SARAH is excited about the possibility of getting more help.]

SARAH: Excuse me, Sir. Could you tell us the best way to get to the
castle?

WISE ONE: The best way to the castle, hmmm. I'm glad you asked that
question.

[To SARAH's and HOGGLE's surprise, the HAT joins into the conversation.]

HAT: Now you've done it, gone and asked him a question. We'll be here
all day!

WISE ONE: A castle, or fortress, or as it is sometimes known, a
stronghold or citadel -- or, that which has a turret and barbican,
but usually not a portcullis ...

HAT: What did I tell you? There's no stopping him now.

WISE ONE: ... often there is a rampart or bulwark, and then a parapet
-- perchance an actual vallum or counterscarp ...

HAT: Shut up down there!

WISE ONE: ... and for entrenchment; a moat, drawbridge and sally-port
...

[SARAH looks at HOGGLE.]

SARAH: This was not one of my better ideas.

HAT: Well, I told you that, didn't I? But nobody ever listens to me!

[He looks down at the still mumbling WISE ONE.]

HAT: Enough! Nobody cares!!

[The WISE ONE blinks and looks at SARAH and HOGGLE.]

WISE ONE: Did one of you say something?

[SARAH thinks quickly.]

SARAH: Oh, no. We never talk to strangers.

WISE ONE: That's very wise. An idea worth savoring.

[HOGGLE nudges him.]

HOGGLE: Yeah, but keep it under your hat!

HOGGLE thinks this is hilarious. The HAT doesn't.

HAT: Ve-ry funny!

[The WISE ONE continues on his way.]

WISE ONE: The stranger, hmm. I'm glad you brought that up. The
stranger; one not indigenous, also known as the alien, or one from
beyond the sea ...

HAT (hysterical): I quit! I can't take it anymore!

[And then they are gone, passing through the righthand wall as if it
wasn't there. SARAH watches after them, stunned.]

SARAH: How did he do that?!!

HOGGLE: And how can we make sure he doesn't come back?

[SARAH gives him a look and turns to the WORM.]

WORM: Just go over to that bit of wall there and walk right through
it. The important thing is to forget what you think you know. It
doesn't apply around here.

[SARAH and HOGGLE walk down to the part of the wall where the WISE ONE
entered. Once there, they can see that a section of the wall is
actually a passageway-width behind the rest of the wall. SARAH yells
back to the WORM.]

SARAH: Thank you! And tell the missus we're sorry we missed her
biscuits!

[And then they walk through the wall and are gone.]

INT: CORRIDOR 3 - DAY

[SARAH and HOGGLE appear through the wall and SARAH laughs with
delight. HOGGLE wasn't as pleased with the experience and feels the
wall as if testing to see if it really happened. SARAH sees that they
are in a corridor where the walls are crumbling and she climbs up to
the top of one and looks over.]

ANOTHER ANGLE

SARAH'S POV - THE TURRETS OF THE CASTLE

SARAH (excited): I can see the castle! It doesn't look far at all!

[HOGGLE is still feeling around the wall, trying to figure out how
they got there. SARAH jumps down and starts to run down the corridor.]

SARAH: Come on, Hoggle. Let's go!

[HOGGLE sees her retreating figure and hurries after her.]

30 INT: CASTLE - DAY

[JARETH's great hall. He stands by a window and looks out over the
labyrinth -- from this vantage point he can see clear across it: the
hovels that surround the castle walls, the arid plain that leads to
the dense forest, encircling that, the complex maze. He seems lost in
thought. The WHITE BIRD enters the window and lands on his shoulder.
Behind him FREDDIE is having a grand time. His slippery crawl is too
much for the GOBLINS that scurry about, trying to mind him.
Meanwhile, a particularly stupid looking GOBLIN begins to approach
JARETH. He saunters across the room and is stopped short by a FEMALE
GOBLIN. She grabs hold of his shirt and hisses a warning.]

FEMALE GOBLIN: Remember! It's bow and scrape ... bow and scrape ...

[The STUPID GOBLIN nods and she lets him go. He then continues his
approach to JARETH, only this time he does a little bow and then
scrapes his foot across the floor, then repeats the action.]

STUPID GOBLIN (to himself): Bow 'n scrape ... bow 'n scrape ...

[JARETH turns and sees the GOBLIN.]

JARETH: Well, what is it?

[The GOBLIN can't answer and do his bow-and-scrape at the same time so
continues his painfully slow approach.]

STUPID GOBLIN: ... bow 'n scrape ... bow 'n scrape ...

[Annoyed, JARETH walks over to the GOBLIN and lifts him up by his
shirt front. The GOBLIN is still bowing.]

JARETH: I said, what is it?!!!

STUPID GOBLIN: Th ... the girl and Hoggle, sire. Th ... they're
halfway th .... through th ... the maze.

[JARETH drops the GOBLIN hard on the floor. FREDDIE sees this and
laughs with delight. JARETH walks over and scoops the BABY up in his
arms. He then carries him over to the window. He calls over to an
ARMED GOBLIN by the door.]

JARETH: I think it's time they had some company.

ARMED GOBLIN: Yes, Sir!

[He then salutes, causing his visor to close on his face, then
stumbles around looking for the door. JARETH shakes his head.]

JARETH: You'll make a much better goblin than that, won't you,
Freddie!

[FREDDIE's response is to clap his sticky baby's hand on to JARETH's
face. JARETH, pretending he doesn't mind, carefully removes it. He
then looks down to the courtyard below.]

EXT: CASTLE - DAY
JARETH'S POV

ARMED GOBLINS are pouring out of the castle.

EXT: CORRIDOR 4 - DAY

[SARAH and HOGGLE are striding down a corridor. They are about to come
to a corner.]

SARAH: Are you sure Jareth can turn Freddie into a goblin? I mean,
that's really weird ...

[They turn the corner and HOGGLE stops short. SARAH becomes alarmed.]

SARAH: What is it?

HOGGLE gestures for her to be quiet and then we can hear what he
hears -- marching. They look back the way they came.

ANOTHER ANGLE

[SARAH'S AND HOGGLE'S POV - A BATTALION OF ARMED GOBLINS, marching
right towards them!]

ANOTHER ANGLE

[They look at each other, then turn and run. HOGGLE tries to get
through the wall the way the WORM showed them.]

HOGGLE (quoting the worm): Just forget what you think you know and ...

[He smacks headlong into the wall. He stops to rub his nose and SARAH
flies by him.]

SARAH: Come on!

INT: CASTLE - DAY

[FREDDIE is now sitting on the lap of a GOBLIN, happily bopping it on
the nose. JARETH snaps his fingers and a GROUP of sleepy MUSICIANS in
the corner stumble over themselves to pick up their instruments. They
begin to play and JARETH looks out the window and begins a song. He
sings about the labyrinth; what it is -- his domain, and what it is
to OTHERS -- a test, a proving-ground, not for the faint of heart.]

INT: MAZE MONTAGE - DAY

[While JARETH sings, SARAH and HOGGLE try to escape from the GOBLINS.
They get a lead on them for a while and come to another corridor with
crumbling walls. They scamper up to get a look at their position and
see dust rising from several parts of the maze. The GOBLINS are
everywhere.]

[In another corridor, they are stopped in their tracks by DOZENS OF
LITTLE FUZZY CREATURES who scurry towards them out of the way of the
oncoming GOBLINS. They turn and run back the way they came and as
they do WALL CREATURES chatter nervously and then disappear into the
cracks between the bricks.]

[In a corridor with very short walls they are able to see the tips of
spears on either side of them, going in the opposite direction.]

[They enter a corridor with several arches curving over it, forming
small, intermittent bridges. Thinking they are safe, they stop for a
breath, and soon realize that a BATTALION is right behind them. They
scurry up the walls, and as the song comes to an end, they each lie
across an arch hopefully out of sight of the GOBLINS below.]

INT: ARCHED CORRIDOR - DAY

[SARAH and HOGGLE huddle above the corridor on their arches as TWO
GOBLINS bring up the rear.]

GOBLIN 1: I can kill better than you can.

GOBLIN 2: But I'm better at maiming. Everybody says so.

[And they are gone. Shaken, SARAH and HOGGLE slide down from their
hiding places.]

SARAH: Do you think they're gone?

HOGGLE: Sure they are. Goblins ain't known fer their intelligence, ya
know. They has as much trouble findin' their way through the maze as
you do.

[He folds his arms and leans against the wall.]

SARAH: I'm not sure, but I think you just called me stupid ...

[Suddenly HOGGLE yells and disappears. He has accidentally leaned on
another secret wall opening. SARAH quickly follows.]

INT: CORRIDOR 5 - DAY

[HOGGLE and SARAH are now in the long circular corridor that divides
the maze from the beginning of the second ring of the labyrinth --
the Garden Maze.]

HOGGLE (excited): I think I know where we are!

SARAH: That'll be a nice change.

[He ignores her and looks around excitedly.]

HOGGLE: This place is the end o' the maze! That means we're near the
entrance ta the second ring o' the labyrinth.

SARAH: The second ring? What's that?

HOGGLE starts down the corridor.

HOGGLE (happily): The Garden Maze!

SARAH (gloomy): Sounds like a great place ... what's it like?

HOGGLE: Don't know, I ain't never made it this far before.

[He is skipping happily down the corridor when SARAH hears something.
It is a strange clanking sound.]

SARAH (frightened): Hoggle! What's that sound?!!

[HOGGLE stops skipping and sighs.]

HOGGLE: Now don't go gettin' all girly on me, Missy, now that we's
finally safe ...

SARAH: So you think we're safe, do you?

HOGGLE (annoyed): Didn't I just say so?!!

SARAH: Then tell me what you think of that.

[SARAH points behind them where the clanking noise is coming from. It
is now much louder. HOGGLE comes over to her and takes a better look.
He screams.]

ANOTHER ANGLE

[THEIR POV - A SLASHING MACHINE is coming right towards them. (A
slashing wall is made up of rows of furiously spinning knives, and
chopping cleavers, and has brushes along the bottom to clean up
whatever it encounters in its path.) And there is no way around it
because it completely fills the corridor.]

ANOTHER ANGLE

[HOGGLE desperately tries to walk through the wall the way they came
in, but it is to no avail. He just keeps smashing his face. SARAH
starts to run for it.]

SARAH: Come on!

[HOGGLE follows, every so often trying, and failing, to get through
the wall.]

ANOTHER ANGLE

[SARAH, who is far ahead of HOGGLE, comes to a door! And hanging on a
hook next to it is a bunch of keys. She looks back at HOGGLE.]

SARAH: Hoggle, hurry!

ANOTHER ANGLE

[SARAH'S POV - HOGGLE running toward her, and making slow but steady
progress toward them BOTH -- the slashing machine.]

ANOTHER ANGLE

[SARAH fumbles with the keys, furiously trying key after key in the
door but to no avail. She is terrified.]

SARAH: None of the keys work!

[Desperate, she starts banging on the door. HOGGLE is just a few yards
away from her.]

HOGGLE: Why don't you just try it?

[He then tries once more to walk through the wall. SARAH tries the
knob and sure enough, it opens. She is delighted. What she doesn't
see is HOGGLE suddenly disappearing through the floor.]

SARAH: It's open! Hog ...

[She turns around and he is gone! And the slashing machine is just a
few yards away! She screams and, in her terror, falls backwards
through the door. It slams shut just as the slashing machine reaches
it WE CAN SEE that FOUR GOBLINS in sanitation workers' uniforms have
been pushing the machine all along. They grunt and strain, cranking
the wheels that turn the knives and pushing all at the same time.]

INT: PICTURE GALLERY - DAY

[SARAH emerges into a large room. The walls are covered with large
paintings in ornate gilt frames. She is a bit stunned by the clone
call with the slashing machine as she approaches the first painting.]

SARAH (to herself): What in the world ...

[She stops short in front of the first painting and cannot believe her
eyes. It is a painting of the watch with 13 hours on it. The hour
hand is on the 9. SARAH fumbles into her pocket and finds the watch
that Jareth gave her. It also has the hour hand on the 9.]

SARAH: Only 9 hours left!

[The next picture is of a BABY surrounded by gruesome GOBLINS. On
closer inspection, the BABY is obviously FREDDIE. She chokes back a
sob and runs over to the next one, it is a picture of a rotunda with
staircases going off in all different directions on different planes
of gravity. It is an Escher room, and a closer look shows a GOBLIN
happily standing on the ceiling. She shakes her head and goes by the
next painting and gasps involuntarily. It is a compelling portrait of
JARETH, and she moves even closer. Then she shakes herself out of it.]

ANOTHER ANGLE

[THE PORTRAIT'S POV - SARAH wills herself away and moves on, and we
hear the sound of JARETH's breathing.]

ANOTHER ANGLE

[SARAH is nervous and eagerly looks for a way out. She rushes by
another painting, giving it merely a glance. But something makes her
go back for a better look. It is of a lovely, manicured hedge maze.
In the distance WE CAN SEE the turrets of JARETH's castle. And in the
sky nearby flies a beautiful WHITE BIRD. And then SARAH is amazed by
what she sees. A closer look at the painting reveals that the WHITE
BIRD is flying! It moves over the hedges and WE SEE a FIGURE waving.]

SARAH: Hoggle!

[SARAH, disturbed, backs away from the painting. And then, because it
really is as wonderful as it is scary, she goes back for another look
and over her shoulder WE CAN SEE HOGGLE waving and we hear his tiny
voice.]

HOGGLE: Missy! Over here! This is the way to the castle!

[And SARAH strains to hear, and leans toward the painting, stretching
her hand out and touching the painting, which makes it turn into a
shimmering wall that her hand goes right through. And then she
disappears right through the painting.]

ANOTHER ANGLE

[THE GALLERY. And JARETH's portrait is now blank.]

EXT: HEDGE MAZE - DAY

[SARAH rushes up to HOGGLE and throws her arms around him.]

SARAH: What happened to you? I was afraid I'd never see you again!

HOGGLE: Ya know that trick with the wall? Damn, if it don't work with
the floor, as well!

[SARAH laughs and hugs him again.]

INT : HEDGE MAZE - DAY

[SARAH and HOGGLE have been walking through the maze a long time. They
are tired and bedraggled. SARAH pulls the watch out of her pocket and
sighs.]

SARAH: An hour's gone by and I don't think we're more than four feet
from where we started.

HOGGLE: That's 'cause ya won't do what I tells ya. It's clear as day
we should be goin' this way ...

[He turns a corner and walks smack into a hedge dead end. He howls in
pain and SARAH sighs and follows him.]

ANOTHER ANGLE

[HOGGLE disentangling himself from the hedge.]

SARAH: Got any more suggestions?

[Before HOGGLE can answer they are interrupted by a terrible
gut-wrenching scream. It is positively unearthly. SARAH whirls around.]

SARAH: It sounds like it came from over there!

[HOGGLE points in the opposite direction.]

HOGGLE: Then let's go this way.

[SARAH frowns at him as the scream begins again.]

SARAH: Hoggle! It sounds like someone's being hurt!

HOGGLE: Exactly why we should be headin' in the othermost direction!

[SARAH shakes her head in disgust and runs off as the screams become
more unbearable.]

ANOTHER ANGLE

[SARAH, running through the hedge maze. Driven by the sound of the
screams, she has an unconscious ability to find her way through.
HOGGLE, trying to keep up with her, keeps running into dead ends.]

ANOTHER ANGLE

[SARAH emerging from the maze. She is stopped in her tracks by what
she sees and quickly covers her mouth to prevent herself from
screaming. HOGGLE emerges a moment later, barely pauses before he
heads right back into the maze.]

EXT: CLEARING - DAY

[SARAH'S POV - FOUR GOBLINS are torturing a huge creature (LUDO) that
they have hung by his ankle from a tree limb. They have also taken
pains to bind the CREATURE, who it is obvious could take an most of
them and win in a fairer fight. He is about nine feet tall,
powerfully built, and his screams of frustrated agony are truly
unbearable. The GOBLINS have devised a unique method of harassing
him. They ALL carry long sticks which have small, fierce, biting
CREATURES on the end of them. The GOBLINS bat their sticks at LUDO,
who bellows and tries to swat back. Since he is tied, the NIPPERS are
free to bite him whenever they get near.]

ANOTHER ANGLE

[SARAH, distraught, peeking out from behind a hedge.]

SARAH: The poor thing!

[HOGGLE peeks out from behind SARAH, then quickly ducks back. SARAH
looks for a way to stop the torture. She picks up a rock and
carefully aims it at the nearest GOBLIN. It hits his head and knocks
his helmet visor over his eyes. Blinded, the GOBLIN lurches around,
swinging his nipper stick at the OTHER THREE.]

BLINDED GOBLIN: Hey! Who turned out the lights?

[The OTHER GOBLINS see a new target and poke their nipper sticks
towards him. He takes off and runs blindly into the hedge maze. The
OTHER THREE chase him, carrying the nipper sticks upright no that WE
CAN SEE their progress in the BG.]

ANOTHER ANGLE

[SARAH desperately tries to untie the huge knot that holds LUDO
suspended upside down. She can't undo it and yells for HOGGLE]

SARAH: Get out here, you coward!

[HOGGLE appears from behind his hedge. He hesitates, then pulls a
dagger from his belt and joins SARAH. He cuts through the rope in one
hack, and LUDO falls to the ground with a thud.[

ANOTHER ANGLE

[The nipper sticks start yammering away as they see SARAH and HOGGLE
freeing LUDO over the top of the hedge. The GOBLIN chase stops and
they head back to the clearing. HOGGLE dives for the bushes but a
determined SARAH stays and pulls off the ropes. When LUDO is free, he
picks up a huge log. As the FOUR GOBLINS come roaring back into the
clearing, LUDO waves the log over his head. The GOBLIN charge
immediately shifts into a GOBLIN retreat, the nipper sticks yipping
in fear.]

ANOTHER ANGLE

[LUDO puts down the log and sits, his big shaggy head hanging down. He
taken one hand and wipes away a tear.]

LUDO: Ludo ... hurt.

[SARAH's heart breaks. This thing is the ultimate stuffed animal.]

SARAH: Is that your name? Ludo?

[He nods and wipes away another tear.]

LUDO: Goblins ... mean to Ludo.

SARAH: Oh, I know! They were terribly mean to you. (she moves closer
and pats his arm) But it's all right now.

[LUDO sniffs and then breaks into the most endearing big dumb smile
you have ever seen.]

LUDO: Friend!

SARAH: That's right, Ludo! I'm your friend. I'm Sarah.

LUDO: Sarah ... friend!

[HOGGLE has come out from hiding during this exchange. He finds the
whole scene a bit nauseating. And an unnecessary nuisance. If there's
one thing he doesn't want, it's competition for SARAH.]

HOGGLE: I think I'm about ta be sick.

[They ignore him and LUDO grins for all he's worth as SARAH beams up
at him. HOGGLE pulls her over to one side.]

HOGGLE: I hope yer not thinkin' o' lettin' the beast traipse along,
Missy. He'll just slow us up.

SARAH: Are you kidding?! He'll be a great help! The goblins are
scared of him because he's so fierce ...

[Just then LUDO shyly offers SARAH a flower that he has just picked
for her. She takes it and smiles at him.]

HOGGLE (sarcastically): I sees what ya mean.

SARAH shrugs and gives LUDO a pat. HOGGLE sighs with frustration.

HOGGLE: I just thinks we was doin' fine on our own.

SARAH: And we can do even better with Ludo. (turns to Ludo) You want
to help me save my baby brother, don't you, Ludo?

LUDO: Save ... baby. Good!

[SARAH nods with satisfaction and strides into the hedge maze. LUDO
right behind her. HOGGLE follows, clearly unhappy.]

EXT: FOREST GATE - DAY

[SARAH, HOGGLE and LUDO come out of the hedge maze and see a wall with
two SARAH-sized doors in it.]

HOGGLE: This is it, the entrance ta the Forbidden Forest. All we
gotta do is pick a door ...

SARAH: What difference does it make? Let's just go!

[LUDO quickly steps between SARAH and the doors.]

LUDO: One door ... good. One door ... bad.

HOGGLE: Well, that's great news. (to Ludo) Don't suppose ya know
which is which?

[SARAH skirts around LUDO and goes up to the doors for a closer look
at them.]

LUDO: One door ... good. One door ...

HOGGLE: All right, ya walkin' mountain! Ya made ya point.

ANOTHER ANGLE

[SARAH ignores the bickering behind her and examines the doors. Each
one has a door knocker on it. Both knockers are carved into faces,
except one has the ring going through its ears and the other has it
stuck in its mouth.]

SARAH (to herself): I guess once you choose a door ... all you have
to do is knock.

[The KNOCKER with the ring through its ears speaks.]

KNOCKER 1: Are you addressing me?

[SARAH jumps back, stunned.]

SARAH: You can talk!

KNOCKER 1: What? What? You'll have to speak up!!

KNOCKER 2: mmffn ... grnth ... sminvl ...

[SARAH turns to the OTHER KNOCKER.]

SARAH: You too!

KNOCKER 2: ... gmft ... bmble ...

[SARAH shakes her head in amazement.]

ANOTHER ANGLE

[The BOYS are still at it.]

HOGGLE: If yer so smart why not show us another way inta the forest?

LUDO: Ludo ... not ... know.

HOGGLE: That figures, don't it? (he turns his back on Ludo, fuming)
Why the Missy wants an overgrown hill o' hair fer a friend is beyond
me.

[LUDO tries to make HOGGLE feel better and pats him on the shoulder.
HOGGLE shakes his hand off with a growl.]

ANOTHER ANGLE

[SARAH is excited.]

SARAH: I love it! Talking doors!! (to Knocker 1) Are you the right
door to the forest?

KNOCKER 1: It doesn't do to ask me. For some reason I can't hear a
thing.

[SARAH turns to KNOCKER 1.]

KNOCKER 1: No use asking him, either. All he does is mumble.

[KNOCKER 2 gets very excited.]

KNOCKER 2: thgt ... vrnf ... lcl ...

SARAH: I get it! You can't talk with that ring in your mouth!

[She removes the ring and looks at the FACE triumphantly.]

SARAH: Now, tell me which one of you is the right door to the forest.

KNOCKER 2: Oh, I am. No question about it.

SARAH: Great! How do we get you to open up?

KNOCKER 2: One merely has to knock.

SARAH: Of course, why didn't I think of that.

[She tries to get the ring back in its mouth.]

KNOCKER 2: Oh no you don't, young lady! I've had just about enough of
that awful thing, thank you very much!

SARAH: But how are we supposed to get through this door if you won't
let me knock on it?

KNOCKER 2: Well, I really couldn't say now, could I?

[SARAH throws up her hands in disgust.]

KNOCKER 1: Oh do speak up, both of you? I can't hear a thing!

ANOTHER ANGLE

[HOGGLE and LUDO are still at it.]

HOGGLE (conspiratorially): Ya know ... even if she does get the door
open, ya won't be able ta fit through. Why not make it easy on us all
and take a hike?

LUDO: Ludo ... Stay!

[HOGGLE is disgusted.]

HOGGLE: Yer quite the speechifier, ain't ya?

ANOTHER ANGLE

[SARAH suddenly gives KNOCKER 2 an evil grin.]

SARAH: Are you sure there isn't anything I can do to change your mind?

KNOCKER 2: Absolutely not! My lips are sealed!

SARAH: That's what I thought!

[The KNOCKER presses its lips firmly together. SARAH deftly squeezes
its nose shut. It sputters for air and finally has to open its mouth
before it suffocates. SARAH shoves the ring in with a gleeful cry of
triumph. She knocks, and the door swings open.]

SARAH: Let's go!

[She goes through the door and HOGGLE and LUDO race to follow. They
BOTH try to get through the door at the same time and get into such a
tangle that the door closes before they can straighten themselves out.]

HOGGLE: Now you've done it!

[In a frenzy, HOGGLE starts banging on both doors.]

HOGGLE: Missy! Missy, wait!

EXT: FORBIDDEN FOREST - DAY

[SARAH on the other side of the door. Except on this side, there is no
door, just a long expanse of wall. The forest is very dark, and as
its name suggests, very forbidding. SARAH can hear HOGGLE calling,
but it is very faint.]

SARAH (scared): Hoggle?

EXT: FOREST GATE - DAY

[HOGGLE is beating on the doors with such a frenzy that the other door
swings open.]

HOGGLE: I'm coming ...

[He rushes through the door and disappears. We can tell from his voice
that he is falling down a deep hole.]

HOGGLE (echoed): ... Miiiiiiiiissy!

[We hear a huge splash. Then that door shuts and LUDO is all alone.]

LUDO: Sarah ... gone. Hoggle ... gone.

[He is sad and confused. A FIGURE emerges from the hedge maze and
begins to walk along the wall, away from LUDO. It is the WISE ONE.
LUDO brightens and chases after them.]

LUDO: Wait!

[The WISE ONE stops and the HAT looks LUDO up and down.]

HAT: This ought to be a good one!

LUDO: Ludo ... need ... door!

WISE ONE: You have need of a door, do you? Ah, yes. A very useful
thing, the door; also known as a portal or threshold -- and that
which gives access, a gate or gangway ...

[He continues walking and LUDO walks with him, listening intently.]

WISE ONE: ... also an entrance or entry, often accompanied by a
propylaeum ...

HAT (sighs): If only I had hands I could cover my ears ... that is,
if I had ears ...

WISE ONE: ... not to be confused with a window, or fenestration ...

EXT: FOREST - DAY

[SARAH has waited long enough.]

SARAH: Hoggle, Ludo ... where are you?

[She reaches into her pocket and looks at the watch. The hour hand is
on the 7.]

SARAH: (whispers) Oh, Freddie! *she shoves the watch back into her
pocket* Well, you guys are going to have to catch up with me 'cause I
can't wait.

[Then determined, she strides off.]

INT: HOLE - DAY

[HOGGLE is in a pool at the bottom of a deep hole in the ground. There
is a ledge just above him and he splashes violently trying to reach it.]

HOGGLE: Somebody help me! I can't swim!

EXT: FOREST - DAY

[SARAH is in a very thick, creepy part of the woods. She is clearly
lost. She gets herself tangled in a thorn bush, and struggles with it
to get herself free. Finally she does, and then, frustrated, sits
down on the ground.]

SARAH: Why does everything have to happen to me?

[But there's no time to think about that because she hears the sound
of a driving drum rhythm and then a wild-looking, spindly, leering
LITTLE CREATURE comes scampering through the trees and into the
clearing; and then ANOTHER, and ANOTHER and ANOTHER. SARAH is
terrified as they approach her, but then not so terrified because the
CREATURES aren't doing anything except dancing; wild, loose-limbed,
frenzied dancing. SARAH laughs, and can't help but be taken in by the
wild spectacle. And then they begin to encircle her, still moving to
the wild rhythm.]

SARAH (laughing, moving): What are you?

WILD THING 1: We're Wild Things, baby! Wild!

WILD THING 2: Wild and free!

WILD THING 3: Get down!

[And then more WILD THINGS appear, and these produce instruments. As
and turn the drum rhythm into a frenzied upbeat number.]

WILD THING 1: You call that wild! I'll show you wild!

[And then he does an amazing thing, to say the least. He takes his
head off and rolls it along his arms from hand to hand like a
juggler, then tosses it high in the air and deftly catches it on his
shoulders. SARAH gasps and tries to get sway but another WILD THING
pushes her back into the middle of the melee.]

WILD THING 2: Cut me some slack and move on back!

[And they do, and, moving to the pounding rhythm, he takes his eyes
out of his head and waves them at SARAH. He then tosses them on the
ground as if they were a pair of dice. They land at SARAH's feet
looking straight up.]

WILD THING 2: Snake eyes!

[SARAH is fascinated and repelled. And the beat gets hotter and the
frenzy more frenzied and she can't help getting a little wild
herself. She begins to really dance.]

WILD THING 3: That's it, baby, get wild and free! But you'll never be
as wild as me!

[And to prove it he takes his head off and begins to dribble it like a
basketball. WILD THING 1 leans over to SARAH and whispers
conspiratorily.]

WILD THING 1: I wouldn't call that really wild, would you?

SARAH: Well, it's ... uh ... sort of ...

WILD THING 1: I'd call this wild ...

[And he takes off his head, puts it on the ground as if it were a golf
ball, and then removes a leg and uses it as a golf club. The head
goes flying, right to SARAH. SARAH catches the head, then tries to
get it back to its body but the body dances into the middle of all
the other WILD THINGS and she can't find it. So there's SARAH,
running around like a chicken with two heads when suddenly the ears
start to flap and the head flies out of her hand. A WILD THING grabs
her hand and turns her around.]

WILD THING 2: That was wild, baby. *he starts to dance* Now how
'bout gettin' wild with me?

[But SARAH has had enough.]

SARAH: I think I'll sit this one out ...

WILD THING 1: Not with us you don't ...

WILD THING 2: 'Cause we're wild!

[And then they're all over her, like a bunch of hyper puppies, and
it's really too much.]

SARAH: Enough! I've got to find the castle!

WILD THING 2: Well, why didn't you say so, baby!

WILD THING 3: That's a _wild_ idea!

[And then his head flies off and he has to quickly grab it and put it
back and meanwhile the OTHERS start pushing and pulling on SARAH and
propel her into the woods.]

WILD THING 1: They got some wild goings on at the castle, baby!

INT: HOLE - DAY

[HOGGLE is holding on to the ledge with his fingertips. He doesn't
have the strength to hold on much longer and he looks down at the
water in mortal terror. He begins to slip just as a door opens in the
sheer rock and JARETH enters, accompanied by GOBLINS.]

JARETH: Well, what have we here ... if it isn't little Piggle!

[HOGGLE screams and slips into the water. He tries to struggle back to
the ledge but the GOBLINS push at him with poles, laughing maniacally.]

JARETH: Did the girl decide she doesn't need you, now that she has
that beast?

HOGGLE (angry): She wouldn't do nuthin' like that!

[JARETH leans over the water, laughing.]

JARETH: Don't you know she could never care for a repulsive thing
like you!

[HOGGLE splashes and tries to stay afloat.]

HOGGLE: She does care! Me 'n Sarah is friends!

JARETH: Only until something better comes along ... and I've
definitely got something better in mind!

HOGGLE: Don't you hurt her!

[HOGGLE grabs on to the ledge and the gleeful GOBLINS push him back
down into the water.]

JARETH: What I do to her is my business ... and it is inevitable.

[He grabs HOGGLE by the shirt front and lifts him out of the water.]

JARETH: You can be with me or against me.

HOGGLE (terrified): Wh ... what do I gotta do?

JARETH: I doubt if she can make it to the castle in time ...

[He leans down and speaks directly into HOGGLE's face.]

JARETH: But just in case, I want you to deliver her to me.

HOGGLE: Never! I'd rather die!

[JARETH sneers scornfully.]

JARETH: Then so you shall.

[He drops HOGGLE back into the water. The GOBLINS shriek with delight.
HOGGLE goes under and comes up sputtering.]

HOGGLE: Wait!

[JARETH was about to leave. He turns back to HOGGLE, a look of
amusement on his face.]

HOGGLE: I gotta know what ... what you'll do to her!

[He splashes pathetically in a desperate attempt to stay above water.]

JARETH: I will do what ever amuses me ...

[He reaches into his cloak and brings out a perfect peach.]

JARETH: All you have to do is give her this.

[He tosses HOGGLE the peach. HOGGLE catches it and immediately the
water starts to recede.]

JARETH: You've made a very wise decision.

[He leaves, followed by the GOBLINS.]

HOGGLE: I didn't decide nuthin'!

[HOGGLE stares forlornly at the peach, and soon the water is gone and
he is sitting on cold, damp ground.]

EXT: FOREST - DAY

[The WILD THINGS are leading SARAH on a rocky path. She stumbles along
but they couldn't care less.]

SARAH: Are you sure this is the way to the castle?

WILD THING 1: Oh, did you say "the castle"?

WILD THING 2: I thought she said hassle!

WILD THING 3: I thought she said rassle!

WILD THING 1: Rassle! That's a wild idea!

[He leaps on SARAH and she flings him off.]

SARAH: OK, guys, fun's over.

[She starts to leave and they pull her back.]

WILD THING 2: Over! It's just begun!

[And then the musicians are back and the dancing gets wilder than
ever. The WILD THINGS totally surround SARAH, and though they aren't
hurting her, they are definitely not letting her out. What they do is
start throwing their heads at each other and switching them.]

WILD THINGS 1, 2 & 3: Now this is really wild!

ANOTHER ANGLE

[A door opens in a nearby boulder and LUDO appears. In the background
WE CAN SEE and hear the WISE ONE as he wanders off.]

WISE ONE: ... very often preceded by a porch, or portico, also
verandah, and followed by a vestibule, otherwise known as an
antechamber or foyer ...

HAT: Why me?!!

[The door closes. LUDO sees SARAH in the middle of this weirdness and
is just a bit confused. SARAH sees him amidst the flying heads and
cries out in relief.]

SARAH: Ludo!

LUDO: Sarah ... not ... want ... castle?

SARAH: Are you kidding?!! Get me out of here!!!

[LUDO approaches the WILD THINGS and grabs a head before it reaches
its target and calmly tosses it into the trees.]

WILD THING 3: Hey, big fella! That's a little too wild ...

[But there's no time to talk because LUDO calmly catches the other
heads and tosses them away. The bodies go scurrying after their
heads, followed by the MUSICIANS. SARAH is free.]

SARAH: Oh, Ludo! I'm so glad you're here!

[She gives him a kiss and he beams.]

SARAH: Where's Hoggle?

LUDO: Hoggle ... in ... bad ... door.

SARAH: We've got to find him! Do you think we can?

LUDO is very confident. He spent a lot of time with the WISE ONE.

LUDO: Ludo ... knows ... doors ...

[He ambles off with SARAH following.]

LUDO: also ... portal ... or entrance ...

INT: HOLE - DAY

[HOGGLE is more depressed than ever. The peach is nowhere to be seen.
Suddenly LUDO's head appears above.]

LUDO: Hoggle ... all ... wet.

[HOGGLE almost jumps out of his skin and then is totally outraged.]

HOGGLE: Ain't that the clever observation, ya feeble excuse fer a
thinkin' creature!

[SARAH appears from behind LUDO.]

SARAH: Be nice, Hoggle. Or we won't get you out.

[HOGGLE's face lights up and all thoughts of anger are forgotten.]

HOGGLE: Missy!

INT: FOREST - DAY

[SARAH, HOGGLE and LUDO march through thick, overgrown forest. They do
not know that they are being spied on by JARETH'S GOBLINS.]

INT: CLEARING - DAY

[The THREESOME emerge into a clearing and see that they have come to a
wide fissure that goes off in either direction as far as the eye can
see. It is spanned by a rickety bridge held by two thick wooden posts
on either side of the gap. SARAH eyes the bridge warily.]

SARAH: It doesn't look too strong but we don't have much choice ...

[Suddenly they are interrupted by a high-pitched, but powerful voice.]

VOICE (VO): Halt! Halt or be slain forthwith!

[At first they don't see a thing and look around for the source of the
voice. Then, the imposing 18 inch high figure of DIDYMUS, resplendent
in rakish hat and swashbuckling sword, emerges from behind one of the
posts and stands in front of the bridge. LUDO and SARAH are
dumbstruck. HOGGLE, however, is not at a loss for words.]

HOGGLE: Out of our way, ya wretched little rodent ...

DIDYMUS looks directly at HOGGLE.

DIDYMUS: You, sir, shall be the first to feel the point of my sword!

[HOGGLE snorts with derision and SARAH tries a more sensible approach.]

SARAH: Please, we really have to cross this bridge. It's a matter of
life and death!

[DIDYMUS shrugs elegantly.]

DIDYMUS: Under any other circumstances I would hasten to oblige you,
fair damsel, for your mission sounds a worthy one.

SARAH: Oh, it is!

DIDYMUS: But I am sworn. Without my permission, none may pass.

[SARAH throws up her hands and HOGGLE mumbles under his breath. It
appears to be up to LUDO to break the deadlock. He lifts DIDYMUS up
into the air and moves him to one side. They then start to walk
toward the bridge and DIDYMUS chases them, brandishing his sword.]

DIDYMUS: You dishonor me, varlets! En garde!

[To his chagrin they ignore him and keep walking.]

DIDYMUS: Rapscallions! Duel ... or die!

This gets their attention and they turn to look at him, annoyed.

HOGGLE: What is this weasel babblin' about?

[It is too much for DIDYMUS. He flings himself at HOGGLE with a mighty
war cry. HOGGLE tries to run for it but DIDYMUS is right behind him,
administering more than a few pinpricks in embarrassing places.
HOGGLE dives behind a bush and DIDYMUS sniffs at his cowardice. He
comes back and faces LUDO.]

DIDYMUS: It is you I want, rogue of rogues. You who dealt me the
gravest affront!

[And with that he jabs LUDO in the foot! LUDO is stunned, and howling,
begins to hop on his good foot. DIDYMUS, his head thrown back for a
triumphant yell, goes after LUDO with his sword flashing and there is
nothing for LUDO to do but pick up a branch and defend himself. It is
the most mismatched duel in the history of chivalrous absurdity
DIDYMUS moving at an incredible speed, parrying the mighty swipes of
LUDO's branch with great skill -- and no small amount of difficulty.
And LUDO fending off the incessant pinpricks of the little sword,
leaping about with surprising agility -- and at a rate that exhausts
him totally. Finally, the two of them, breathing heavily, lower their
weapons. And, to everyone's surprise, DIDYMUS throws down his sword.]

DIDYMUS: I no longer wish to slay you, for you are a truly noble
knight.

[Then DIDYMUS strides up to him and, craning his neck, attempts to
look LUDO in the eyes.]

DIDYMUS: Destroy me if you will.

[LUDO quickly drops his branch in response. The whole thing has upset
his gentle nature terribly. DIDYMUS then holds out a tiny paw.]

DIDYMUS: Never have I met my match in battle, yet you, noble knight,
have fought me to a standstill.

[LUDO kneels and tentatively takes DIDYMUS' paw into his own huge hand.]

DIDYMUS: Let us be brothers henceforth, and fight for the right as
one!

[SARAH cheers and HOGGLE, unimpressed, rubs his sore rear. LUDO
smiles from ear to ear.]

LUDO: Ludo ... get ... brother!

[Then he and DIDYMUS exchange the ritual kiss on each cheek, which in
their case is not easily accomplished. SARAH then turns practical.]

SARAH: Well, now that that's settled let's get going.

[She heads for the bridge but DIDYMUS blocks her way.]

DIDYMUS: You forget my sacred vow, my lady. I cannot let you pass.

[SARAH is incensed.]

SARAH: But you said Ludo was your brother! How can you refuse him?!!

DIDYMUS: I have taken an oath. I must defend it to the death.

[HOGGLE, enraged, turns on LUDO.]

HOGGLE: Some brother he turned out ta be!

LUDO: Brother ... good!

HOGGLE: Well, if he's so good, why won't he let us get on with our
business?

[LUDO scratches his head. He has no idea. SARAH sits down beside the
crestfallen DIDYMUS.]

SARAH: OK, let's handle this thing logically. What exactly have you
sworn?

[DIDYMUS brandishes his sword.]

DIDYMUS: I have sworn with my life-blood, no one shall pass this way
without my permission.

SARAH: Then may we ... have your permission?

[DIDYMUS is stunned. HOGGLE and LUDO barely breathe. Slowly DIDYMUS
looks all around and then, with a courage greater than any he has
ever had to call on before, he says it.]

DIDYMUS: Yes.

[And the sky doesn't fall, and the earth doesn't heave, and everything
is exactly as it should be.]

SARAH: Thank you.

[DIDYMUS breathes a sigh of relief and steps aside to let them pass.
LUDO is the first one to go over and that is unfortunate. Because the
rickety bridge collapses under his weight. SARAH and HOGGLE jump back
on the ground near DIDYMUS just in time and poor LUDO swings over the
deep fissure, hanging on to one of the ropes that held the bridge.
With a mighty effort he hoists himself up on to the opposite side and
looks forlornly over at the others.]

SARAH: Oh no!

[SARAH crumples to the ground, and stares miserably at the broken
bridge.]

HOGGLE: Now see what ya done, ya mush-brained mammoth!

DIDYMUS: I, Sir Didymus, take responsibility for the actions of my
brother, my lady. Lash out at me if you must.

SARAH: I'm not mad at Ludo, Sir Didymus. I'm just upset because time
is running out and I have to rescue my baby brother.

[DIDYMUS is struck to the very roots of his chivalry.]

DIDYMUS: You mean to rescue a child?!!

SARAH: The goblin king took him, and I've only got ...

[She takes out the watch. The hour hand is on the 5.]

SARAH: ... five hours to get him back.

[DIDYMUS yells across to LUDO.]

DIDYMUS: Is this your quest, too, my brother?

LUDO: Save ... baby.

[DIDYMUS is overwhelmed.]

DIDYMUS: Then I shall join you, lady. I am at your service, upon my
sword.

[He bows low before SARAH and she smiles.]

SARAH: I happily accept your fealty, Sir Didymus.

[HOGGLE frowns with displeasure at this latest development.]

HOGGLE: This is all well an' good, Missy. But we still got one little
problem.

[They all look across the fissure at LUDO.]

LUDO: Ludo ... friends.

HOGGLE: Yes, yes. We're friends. Very nice. What's that got ta do
with us gettin' over there without a bridge?

LUDO: Rocks ... friends.

HOGGLE: We're wastin' our time, Missy. Let's you an' me go find
another ...

[He is interrupted by LUDO bellowing, which is followed by a
sympathetic rumbling. Suddenly rocks pile in from both directions
until there is a pile in the fissure high enough for them to walk
across.]

LUDO: Rocks ... friends!

SARAH (laughing): They sure are, Ludo!

[She skips happily across followed by a sullen HOGGLE. DIDYMUS
whistles and is quickly joined by a tail-wagging SHEEPDOG. SARAH
gasps, he is the spitting image of her own MERLIN.]

SARAH: It's ...

DIDYMUS: Ambrosius! My noble steed.

[SARAH laughs and shrugs. Nothing surprises her in the labyrinth.]

EXT: FOREST - NIGHT

[The edge of the forest. From here you can see the castle in the
distance, just across the dry, cracked plain. The sky is full of
stars. SARAH, HOGGLE, LUDO and DIDYMUS are sitting around a fire.]

DIDYMUS: What will you do after we save the child, my lady?

SARAH: Take him home, of course! That is, if I can figure out how.

DIDYMUS: What is your kingdom like? Do you have many knights to
defend your honor?

SARAH: Not even one.

DIDYMUS: It cannot be! What bitter place is this that does such
dishonor to my lady?

SARAH: It's a place where ... where nobody really sees me.

LUDO: Ludo ... see ... Sarah!

SARAH: (laughs) I know you do, Ludo. *she turns to Didymus* And
thanks to you, Sir Didymus, I finally have a knight.

[He bows graciously. HOGGLE, who has been watching this scene, feels
rejected and miserable. He gets up and wanders away from the fire.
After a moment, SARAH follows him.]

SARAH: Don't you feel like resting?

HOGGLE: I ain't tired.

SARAH: Me neither. What I am is hungry.

[HOGGLE winces but SARAH doesn't notice. SARAH looks back at LUDO and
DIDYMUS. LUDO lies on his back snoring loudly. DIDYMUS dozes against
AMBROSIUS' side.]

SARAH: They're both wonderful, aren't they?

HOGGLE: They're alright.

SARAH: They're more than that! They're loyal and strong ... and with
their help I'm going to beat Jareth!

[HOGGLE shakes his head sadly. SARAH speaks as an afterthought.]

SARAH: And yours, too, of course.

HOGGLE: I ain't no fighter ...

[She shrugs that off and wanders away to look out at the castle.
HOGGLE goes through agony for a moment, and then makes a decision.]

HOGGLE: Missy ... if you're hungry ...

[He holds out the peach that JARETH gave him: the world's most
delicious looking peach.]

SARAH: Oh, great!

[She happily taken the peach and bites. It takes everything HOGGLE has
to not put his hands over his ears. She takes another bite and then
stumbles.]

SARAH (laughing): Everything's dancing ...

[She looks up at the sky, exhilarated.]

SARAH: Even the stars are dancing!

[HOGGLE turns and walks back to the fire. SARAH stumbles about as she
gazes happily at the sky.]

INT: CASTLE - NIGHT

[FREDDIE is leading the GOBLINS on a merry chase. He crawls around the
room, pulling things off shelves. A GOBLIN is on his hands and knees
in front of JARETH polishing his boots. JARETH kicks the GOBLIN and
sends him flying across the room. This makes FREDDIE laugh and he
pulls a book off the shelf and throws it. It hits a GOBLIN on the
head. JARETH scoops up FREDDIE and puts him in his cradle. He sits
down next to him.]

JARETH: Little goblin-to-be, I have something to amuse you.

[He waves his hands in front of FREDDIE and suddenly beautiful
crystalline balls appear in them. He runs them over his fingers like
so many coins, their molten light so dazzling that FREDDIE kicks up
his legs with excitement. And WE CAN SEE that at the end of his
pajamas are two wizened goblin feet! JARETH laughs and flings the
balls into the air and they turn into bubbles, beautiful, mesmerizing
bubbles.]

JARETH: Soon, little one. Very, very soon ...

[And they both watch the bubbles as they fly out the window and over
the labyrinth, coldly beautiful against the darkening sky.]

EXT: FOREST - NIGHT

[SARAH's hand opens slowly and the half-eaten peach falls to the
ground. She stares out into the sky, mesmerized. The bubbles are
approaching; dazzling, dancing bubbles. And then she hears music,
haunting, spell-casting music. The bubbles come closer and WE CAN SEE
that each one contains a TWIRLING DANCER, a DANCER just like the one
in SARAH's music box. She gets up and follows them.]

ANOTHER ANGLE

[HOGGLE watching from the woods.]

HOGGLE: Damn you, Jareth! (He turns and begins to walk away) And damn
me too!

ANOTHER ANGLE

[A bubble, with SARAH inside it, floating through the sky. She appears
enchanted, and she begins to twirl, just like the OTHER DANCERS.]

EXT: BALLROOM - NIGHT

[A giant bubble, with a magnificent ballroom inside it. Tiny bubbles
rush to join it. In one of them is SARAH.]

INT: BALLROOM - NIGHT

[The music changes and now SARAH is inside the ballroom. It is a
magnificent spectacle with all the beauty and decadence of an 18th
Century Venetian ball. Magnificently dressed DANCERS swirl to the
music in an incredibly opulent setting. But when you look closer you
sense decay just beneath the surface; things are threadbare, faded.
The GUESTS wear masks that are elegant parodies of goblin faces,
giving them all a slightly sinister look. And there is something very
provocative about all of them; the WOMEN have bare shoulders and
daring decolletage, many of the MEN have their shirts open to the
waist. Some of them lounge against the wall indolently and there is
the feeling that the party has been going on all night. In this
setting SARAH is the picture of innocence. TWO WOMEN snickering
behind their fans as SARAH approaches, and she is suddenly terribly
self-conscious. How plain She feels amidst all this! She looks into
one of the many mirrors that line the ballroom and sighs at her
image. Then suddenly she sees something in the mirror that makes her
gasp.]

ANOTHER ANGLE

[The mirror, and in it the reflection of a resplendent JARETH dancing
with a particularly exotic-looking WOMAN. SARAH whirls around, trying
to get another glimpse of JARETH. She is so intent on trying to see
him that she doesn't notice that she is being stared at brazenly by a
YOUNG MAN leaning against the wall. He moves next to her and whispers
something into her ear. She hurries away, shocked; and the YOUNG MAN
throws back his head and laughs. And JARETH sees the whole thing.]

ANOTHER ANGLE

[SARAH is approached by a MIDDLE-AGED MAN who has a box hanging at
waist height from a ribbon around his neck. It looks like SARAH's
music box. She looks down at it with interest and he throws open the
cover. But there is no dancer inside, instead there is a stick carved
like a snake. It shoots out at SARAH and she cries out and backs
away. ALL THE PEOPLE around her laugh and she moves hurriedly on.
JARETH, who is dancing with an even more beautiful WOMAN than before,
watches SARAH.]

ANOTHER ANGLE

[SARAH is looking for JARETH. She spots him and sees him whisper
something to his partner who smiles knowingly from beneath her mask
and licks her lips. SARAH blushes and turns away and finds herself
looking into another mirror. But in the reflection, JARETH isn't with
a partner. He is standing alone, the DANCERS a whirling blur around
him, and he is looking straight at her. SARAH, whirling around to
face the crowd and she sees JARETH with yet a third BEAUTY. And then
she realizes that it is herself! In a trance-like state she moves
through the CROWD to get a better look.]

ANOTHER ANGLE

[SARAH'S POV - She is whirling in JARETH's arms, and she is the most
beautiful woman at the ball. JARETH smiles down at her and the
attraction between them is palpable.]

JARETH: You look like a queen.

[SARAH looks up at him, thrilled by his words.]

SARAH: I ... I feel like ... I ... don't know what I feel ...

JARETH (smiling): Don't you?

[And he whirls her around dizzyingly, so dizzyingly that she swoons in
his arms. He catches her before she can fall very far, tightening his
grip around her waist.]

SARAH: Are we ... are we in a bubble?

JARETH: Yes, we are. A dream bubble ... where your dreams can come
true.

ANOTHER ANGLE

[OUR SARAH is being jostled by the crowd. She stumbles and almost
falls on top of a COUPLE on a bench. The WOMAN is sprawled across the
lap of the MAN who wears a mask with a very phallic nose. SARAH backs
away from them, frightened.]

ANOTHER ANGLE

[JARETH and SARAH, dancing. She is smiling up at him, he has never
looked more handsome. There is something more open about him, as if
he, too, is caught up in the moment. He nuzzles her hair with his
lips and whispers in her ear.]

JARETH (whispering): My Queen!

[Then he begins a song. A song that tells SARAH he will give her
everything she wants, even things she doesn't know she wants. A song
that says forget it all; all the restrictions, all the powerlessness.
Forget and stay in the dream.]

ANOTHER ANGLE

[OUR SARAH watches, mesmerized. But every time she tries to get closer
to JARETH and SARAH she in jostled by a lascivious ADMIRER, pushed
out of the way by WOMEN laughingly being chased by MEN. She stumbles
against a wall and a door opens. Inside, pillow feathers are flying
and she can't make out what the SEVERAL PEOPLE are doing. A WOMAN
comes up to the doorway, winks at SARAH, and closes the door.]

ANOTHER ANGLE

[JARETH finishes the song and SARAH looks up at him, smiling. He moves
his face closer to hers and she closes her eyes. His face comes
closer, and closer.]

ANOTHER ANGLE

[OUR SARAH shrinks back from what she is seeing. She turns and runs,
pushing herself though the languid CROWD, right into the bubble
itself.]

EXT: BALL - NIGHT

[SARAH comes crashing through the bubble and the whole ballroom
crumbles. In seconds it resembles nothing so much as a junkyard.]

EXT JUNK CITY - NIGHT

[SARAH runs through the streets of a part-market, part-junkyard. There
are piles of rubble and junk everywhere, and between them are tents
from which PEOPLE hawk objects of all kinds. Some of them approach
SARAH and she pushes them away, sobbing.]

ANOTHER ANGLE

[SARAH'S POV - A RED TENT, and standing in front of it is an OLD WOMAN
stooped over from the objects piled high on her back. She beckons to
SARAH and pulls the tent flap aside.]

JUNK WOMAN: 'Ere it is, Dearie. All the fings you want, all the fings
you need.

ANOTHER ANGLE

[The flap opens wider and inside the tent WE CAN SEE SARAH's room!]

ANOTHER ANGLE

[SARAH gasps at the sight and runs headlong into the tent. She trips
over the threshold and lands face down on her bed.]

INT: SARAH'S ROOM - NIGHT

[SARAH sits up on the bed and looks around the room. She shakes her
head and laughs.]

SARAH: What a dream!

[She gets up and stretches, then walks over to the mirror. She smiles
at her reflection.]

SARAH: Yep, you've got quite an imagination, kid, Just what a great
actress needs.

[She walks over to the bed and picks up Lancelot the bear.]

SARAH: How about a midnight snack, Sir Lance ...

[She goes over to the door and opens it.]

EXT: JUNK CITY - NIGHT

[SARAH'S POV - THE MARKET/JUNKYARD TEEMING WITH ACTIVITY.
The JUNK WOMAN peers in.]

JUNK WOMAN: 'Aven't you got everythin' you need, Dearie?

INT: SARAH'S ROOM - NIGHT

[SARAH screams and slams the door. She buries her face in the bear.]

SARAH: It is just a dream!

[She takes a deep breath and goes to the door again. She opens it very
slowly.]

EXT: JUNK CITY - NIGHT

[SARAH'S POV - THE SAME TEEMING ACTIVITY. The JUNK WOMAN peers in
again.]

JUNK WOMAN: Best to stay in there, where it's safe, Dearie. Don't
know what might 'appen to you out 'ere.

INT: SARAH'S ROOM - NIGHT

[SARAH clams the door again and rushes over to the window. A GROUP OF
REVELLERS peer in at her and laugh. She quickly pulls the curtains
closed and walks back to the center of the room. She stands clutching
the bear, then looks up at her reflection in the mirror.]

ANOTHER ANGLE

[SARAH'S reflection. Herself as a very old woman, clutching a teddy
bear.]

OLD SARAH: Best to stay in here where it's safe. Don't know what
might happen to you out there.

SARAH steps back from the mirror and suddenly the floor becomes a sea
of mud and all the objects in the room come falling down on her. As
she tries to rise out of the muck more objects land on and around her
and pull her down.

SARAH: Help! Somebody help me!

EXT: JUNK CITY - NIGHT

[LUDO and DIDYMUS desperately searching for SARAH, DIDYMUS riding his
DOG.]

INT: TAVERN TENT - NIGHT

[HOGGLE sits at a bar, drowning his sorrows. A JUNK MAN/BARTENDER
works behind the bar. HOGGLE slams his cup down.]

HOGGLE: Another!

[The BARTENDER holds out his hand greedily. HOGGLE pulls a treasure
off his belt and slams it on the bar. The BARTENDER pours.]

EXT: JUNK CITY - NIGHT

[DIDYMUS and LUDO approach the red tent. They spy the JUNK WOMAN.]

DIDYMUS: Did you see a noble maiden pass this way?

JUNK WOMAN: A noble maiden, eh? What would she be doin' in a place
like this?

DIDYMUS: She's on a rescue mission ...

[The JUNK WOMAN finds this hilarious.]

JUNK WOMAN: A rescue mission, ha! You're in the wrong place, for
sure! The only fings we cares about rescuin' around 'ere is our
worldly goods!

[She takes an oil lamp off her back and shines it on her sleeve for
emphasis.]

INT: SARAH'S ROOM - NIGHT

[SARAH is drowning in a sea of junk. She hears DIDYMUS and cries out
hopefully.]

SARAH: Didymus, in here! Help me!

[The door opens and the JUNK WOMAN peers inside.]

JUNK WOMAN: Don't worry, Dearie. I sent 'im away!

[SARAH groans.]

JUNK WOMAN: Knew you wouldn't want to be leavin' your nice fings for
no rescue mission.

SARAH: Oh my god! Freddie!

JUNK WOMAN: Freddie? Is that one of them dolls over there ... or that
nice teddy?

[SARAH struggles for the door in the sea of junk.]

SARAH: No! He's my brother! And I've got to save him!

[She continues pushing through the junk.]

JUNK WOMAN: No you don't, Dearie. You can stay right 'ere with all
your pretty fings ...

[SARAH knows what her choice has to be.]

SARAH: I know I can. (joyous) But I don't want to!

[She lifts herself out of the junk with a mighty heave and stands in
the doorway. She looks down at the JUNK WOMAN triumphantly.]

SARAH: Now get out of my way!

EXT: JUNK CITY - NIGHT

[SARAH runs out of the tent, a look of triumph on her face.]

[The JUNK WOMAN pulls something off her own pile and holds it out to
SARAH.]

JUNK WOMAN: Wait, Dearie! Look at this!

[She holds out SARAH's music box, opens it, and the little DANCER
twirls inside.]

SARAH (grinning): Keep it!

[And she is off. As SARAH goes the CAMERA LINGERS on the JUNK WOMAN.
And we begin to move around to her other side and even though we had
just seen her from all sides, we now see something very, very
different. Where the other side of the woman should be WE SEE a
cross-section of her, with JARETH inside. His head is beneath the
pile of junk and his hand is inside her head making it laugh. He is
the puppeteer operating the JUNK LADY, as indeed, she has been
operated. JARETH is mad.]

JARETH: Damn.

EXT: CASTLE GATE - NIGHT

[LUDO and DIDYMUS sit forlornly at the gate. SARAH appears out of the
night.]

DIDYMUS: My lady!

[LUDO leaps to his feet.]

LUDO: Sarah ... safe!

[SARAH rushes into his arms.]

DIDYMUS: Is Hoggle not with you?

[SARAH pulls away from LUDO.]

SARAH: Hoggle made his choice, he's ... not part of the mission
anymore.

DIDYMUS (angry): The coward!

LUDO: Hoggle ... good!

[SARAH shrugs, and smiles at him.]

SARAH: Maybe. But there's no time to discuss it. We've got a baby to
rescue, remember!

[She leads them through the gates.]

EXT: GOBLIN TOWN - NIGHT

[Streets full of hovels encircle the castle. This is where the GOBLINS
live. As SARAH, LUDO and HOGGLE walk through the dark, eerie streets
they are met by the slamming of shutters and the extinguishing of
lights.]

DIDYMUS: Methinks they are expecting us, my lady.

[A CHILD GOBLIN peers at them from an open doorway. A FEMALE GOBLIN
sees him and drags him inside and slams the door.]

SARAH (grimly): Methinks you're right!

INT: TAVERN - NIGHT

[HOGGLE is still at it. He pulls his belt off his body and WE SEE that
the only treasure left is SARAH's plastic circlet. He slowly pulls it
off and stares at it. The BARTENDER approaches, his eyes lighting up
at the eight of this treasure.]

BARTENDER: Another?

[HOGGLE hesitates, then hands the circlet over. The BARTENDER bites it
and his face lights up with glee.]

BARTENDER: Plastic!

[He goes to get the drink and HOGGLE puts his face down on the bar and
sobs.]

ANOTHER ANGLE

[At the other end of the bar sits the WISE ONE. The HAT looks over at
HOGGLE and shakes his head knowingly.]

HAT: Drinkin' to forget, eh, buddy?

[HOGGLE looks up.]

WISE ONE: To forget, ah yes. To suffer a mental lapse, to obliterate
from one's consciousness, to suffer amnesia, a blank or fugue, to
drink the waters of Lethe ...

HOGGLE (drunkenly): What's Lethe ...

WISE ONE: The waters of forgetfulness. They remove from our minds
what is too painful to remember ...

[HOGGLE looks thoughtfully at the drink in his hand.]

WISE ONE: ... but with the memory goes our wisdom, or knowledge, that
which brings us understanding, also enlightenment ...

[But there is no one to continue benefitting from the WISE ONE's
pearls. HOGGLE is gone.]

HAT: You can cool it down there ... he's gone ...

WISE ONE: ... a grasp of things, a depth or profundity of thought ...

[The HAT sighs and looks over at the BARTENDER who is still admiring
his plastic treasure.]

HAT: Another one over here ... and make it a double ...

EXT: GOBLIN TOWN - NIGHT

[SARAH, LUDO and DIDYMUS emerge into the vast courtyard outside the
castle. It in eerily quiet. Too quiet.]

SARAH: We're going to make it!

[DIDYMUS sniffs the air.]

DIDYMUS: I am less than sure ...

[They are interrupted by a high-pitched shriek as a GOBLIN jumps on
LUDO's back. Then the courtyard is filled with GOBLINS, what seems
like the whole army, coming right at them. DIDYMUS fends off the
VANGUARD PARTY with his sword and LUDO punches out the ones that get
by him. DIDYMUS unswords a GOBLIN and his weapon goes flying. SARAH
picks it up and does some parrying of her own. But there are too many
of them. The threesome turn and run.]

INT: CASTLE - NIGHT

[JARETH stands by the window, watching the battle. The WHITE BIRD sits
on his shoulder. JARETH looks over at FREDDIE who stands holding on
to the side of the cradle. JARETH smiles and turns back to the melee
below. The BIRD flies out the window.]

EXT: GOBLIN TOWN - NIGHT

[SARAH, LUDO and DIDYMUS race down the streets. The GOBLINS are in hot
pursuit.]

EXT: STREET - NIGHT

[They come careening around a corner and it seems that they have
escaped their pursuers. The sound of the GOBLINS seems to be getting
farther away.]

SARAH: I think we lost them.

[They turn and see that, unfortunately they have come full circle and
are right back in the courtyard. LUDO climbs part way up a wall and
looks over the streets.]

DIDYMUS: What do you see, my brother?

[LUDO gulps. What he sees is the GOBLIN ARMY coming down every street
right towards them.]

LUDO: Ludo ... see ... trouble!

[And then the trouble arrives and SARAH and DIDYMUS are heavily into
swordplay. LUDO tries clumsily to get down and is tormented by
GOBLINS who prick at him with their spears. SARAH looks up and sees
his predicament. She gets an idea.]

SARAH: Call the rocks, Ludo! Call the rocks!

[LUDO makes a heroic effort and gets to the top of the wall.]

[He then throws his head back and bellows.]

EXT: GOBLIN TOWN - NIGHT

[An enormous rumbling is heard and soon the streets are filled with
boulders, all careening towards LUDO. They knock GOBLINS out of their
path like so many bowling pins.]

EXT: COURTYARD - NIGHT

[SARAH and DIDYMUS fight bravely. LUDO keeps bellowing and throwing
off the occasional GOBLIN that is stupid enough to jump on him. Soon
the rocks reach the courtyard and form a barrier between the
THREESOME and their ATTACKERS. LUDO reaches down and lifts SARAH and
DIDYMUS on to the wall. They jump and disappear into the castle
enclave.]

INT: CASTLE - NIGHT

[A door opens in a dark part of the castle. LUDO, SARAH and DIDYMUS
enter. They look around and quickly tip-toe down a dark corridor.
They turn a corner and see some GOBLINS marching their way. They duck
out of sight.]

EXT: CASTLE - NIGHT

[The main entrance to the castle. TWO-GOBLIN GUARDS stand outside the
large wooden doors. The results of the THREESOME's escape can be
heard in the distance. A FIGURE staggers out of the dark, singing
drunkenly. It is HOGGLE.]

HOGGLE: " ... it's so cold in the night with no gold to keep me warm
... "

[He trips over his feet as he approaches the GUARD.]

GUARD: Who goes there?

HOGGLE " ... so cold, oh so cold ... "

GUARD 2: Don't worry about him. He's on Jareth's payroll now.

[HOGGLE falls to the ground, then picks himself up.]

HOGGLE: Thash right. Jareth owes me sumthin' ... an' I'm here ta
collect ...

[They laugh at him, then step aside and let him enter.]

INT: CASTLE - NIGHT

[A GROUP OF GOBLINS stand in a circle in a corridor. They torment a
tiny, fuzzy yapping CREATURE with their nipper sticks. The CREATURE
gets away from them and goes scurrying down the corridor. The GOBLINS
laugh. It turns a corner and starts yapping for all it's worth.]

ANOTHER ANGLE

[SARAH, LUDO and DIDYMUS pressed against the wall, trying to not be
noticed. Unfortunately the little CREATURE has no sympathy for their
plight. It stands at their feet, making a ruckus.]

SARAH (whispering): Shut up, you little monster!

[LUDO bends down to pet it in the hopes of quieting it.]

LUDO: Nice ... thing ...

[But the CREATURE doesn't want a pet. It sinks its teeth into LUDO's
hand. LUDO howls.]

DIDYMUS: I fear that this means trouble.

[The GOBLINS yell and start running down the corridor.]

SARAH: Run for it!

[They are off, the CREATURE and the GOBLINS at their heels.]

INT: CORRIDOR - NIGHT

[The THREE are running for all they're worth. SARAH pulls the watch
out of her pocket. It is on the 12:30.]

SARAH: Only a half hour left! We've got to find Freddie!

ANOTHER ANGLE

[Yet another GROUP OF GOBLINS running right toward them. They stop in
their tracks and start running in the opposite direction.]

INT: INNER COURTYARD - NIGHT

[The THREE come careening into the long narrow inner courtyard.
Balconies look down on it from the floor above. Opposite them is a
large ornate door. They have a lead on the GOBLINS chasing them, but
not for long.]

ANOTHER ANGLE

[On one of the balconies a particularly repulsive little GOBLIN laughs
sadistically. The THREE look up and see the GOBLIN with his hands on
a huge lever. He pushes it down gleefully and the floor opens up in
front of the THREESOME. It appears to be a bottomless pit, too wide
to leap across. Horrified they look behind them and see the GOBLINS
gaining on them. And they're throwing spears! Suddenly there is a
triumphant yell from the balcony opposite the repulsive GOBLIN, and
then a FIGURE leaps off it swinging on a rope.]

SARAH: Hoggle!

[It certainly is! He wrestles with the hideous GOBLIN and in the
struggle it falls screaming into the pit. HOGGLE then grabs the lever
and it is not a second too soon. The pursuing GOBLINS are entering
the courtyard.]

ANOTHER ANGLE

[The floor closes and the THREE run to the door. An enraged PURSUER
aims a spear at HOGGLE. He is hit. SARAH screams as LUDO struggles
with the door. It won't budge and he begins to smash his body against
it.]

ANOTHER ANGLE

[A seemingly half-dead HOGGLE staggers to his feet and throws his body
on the lever. He appears to faint from the strain but the weight of
his body pushes the lever and the floor opens again.]

ANOTHER ANGLE

[The enraged GOBLINS are stopped in their tracks by the yawning pit.
They hurl spears at the THREESOME but it is to no avail. LUDO smashes
down the door and they run in.]

INT: JARETH'S QUARTERS - NIGHT

[SARAH, DIDYMUS, and LUDO carrying HOGGLE enter the room where we have
seen JARETH and FREDDIE. They lock the door behind them. No one is
there and FREDDIE's cradle is rocking, as if someone had removed him
only moments before. LUDO places HOGGLE down and SARAH looks
feverishly around the room. She spots a door.]

SARAH: That's the only way he could have gone!

[She runs to the door and LUDO and DIDYMUS follow.]

SARAH: No. I have to face him alone!

DIDYMUS: But, my lady ...

[He is interrupted by the sound of GOBLINS in pursuit. They start
trying to smash down the door. LUDO runs to it and presses his body
against it. HOGGLE moans and DIDYMUS and SARAH run to his side.]

HOGGLE: I don't expect ya to fergive me, Missy, but ...

[She puts her finger to his lips.]

SARAH: Forgive you for what? Saving our lives?

HOGGLE: But, I betrayed ya, I gave ya that damned peach ...

SARAH: Ssh! You did the only thing you could do ...

[She looks down at his empty belt.]

SARAH: ... and I see you lost all your treasures in the process.

HOGGLE: I don't care if I never sees another treasure again!

SARAH (smiles): Here. Just in case you change your mind.

[She slips off her mother's ring and presses it into HOGGLE's hand. He
is overwhelmed and SARAH smiles at his pleasure.]

HOGGLE: And Jareth said ya could never love me.

SARAH: Jareth doesn't know everything.

[She leaps to her feet and HOGGLE moans.]

SARAH: Take care of him, Didymus.

DIDYMUS: I'll guard the valiant Hoggle with my life!

[The GOBLINS give the door a particularly loud smash and LUDO presses
against the door even harder.]

LUDO: Ludo ... too!

[She runs to the other door and stops to look back at them.]

SARAH: No maiden could have wished for nobler knights.

[And she is gone.]

ESCHER ROTUNDA - NIGHT

[SARAH enters an overwhelming room with many staircases, balconies and
doorways at different heights and at all kinds of strange angles that
obviously have no relation to what we know as gravity. Her knees
buckling from vertigo. Then she gasps.]

ANOTHER ANGLE

[JARETH is sitting on the wall with all the ease of a fly.]

JARETH: I've been expecting you.

[SARAH stumbles and falls into the room, ending up on the ceiling. She
tries to adjust to being upside down.]

SARAH: Where's Freddie?!!!

[She has to look down and sideways to see JARETH and it is clearly
grueling.]

JARETH: He's right there.

[And he points to one of the stairways that juts out at a right angle
from the wall. FREDDIE is climbing up the stairs happily, but from
SARAH's point of view it looks like he will fall when he gets to the
top.]

SARAH (screaming): Freddie! No!!!

[FREDDIE gets to the top but doesn't fall, instead he ends up crawling
up the wall. SARAH sighs with relief and closes her eyes. This sends
her reeling and she ends up in one of the archways. She tries to
orient herself but there is no up, no down, no sideways. And the BABY
is about to crawl off a balcony! SARAH screams and JARETH laughs. He
begins a song that tells SARAH she never really understood what was
gain on. Nothing is what it appears to be, not even things like "up"
and "down."]

ANOTHER ANGLE

[FREDDIE in the most precarious-looking situation yet, at the top of a
staircase. He hesitates to crawl down, and to lure him, JARETH
creates a ball out of thin air and throws it to the BABY. Of course,
it bounces up. And all the while his song is taunting SARAH. She
turns away from him and looks into the large mirror framed in the
archway. She sees endless SARAHS. And while she's looking, the first
reflection runs to the left, the reflection behind that to the right,
and so on all the way down the line. And SARAH's still standing
there! She falls backwards and ends up standing on the floor,
watching FREDDIE chase his ball across the ceiling. JARETH dances on
the wall now as he is about to finish his song. And there is FREDDIE
on one of the balconies facing out of the rotunda. If he falls off
that, he'll really fall! SARAH runs up the opposite wall and finds
that there is sheer space between her and the BABY. The only way to
reach him is to jump. She looks at JARETH who grins at her, then at
FREDDIE who is teetering on the edge. As JARETH comes to the end of
the song there is nothing to do but jump. She looks at JARETH and
can't repress a grin of her own.]

SARAH: Like the man said, "nothing is what it appears to be!"

[She jumps.]

INT: JARETH'S CHAMBERS - NIGHT

[SARAH falls right on to a magnificent huge bed. Opposite her JARETH
sits in a chair. FREDDIE, wrapped in a blanket, is gurgling on his
lap. SARAH reaches into her pocket and pulls out the watch. It is a
few minutes before 13. JARETH stands up.]

JARETH: There's still time.

[He gestures to a clock on the wall that shows the same time as her
watch. He places FREDDIE into a cradle and comes over to the bed. He
looks down at her.]

JARETH: Besides, I'm no longer interested in having a little goblin
prince. I've decided I'd much rather have a queen.

[He looks into her eyes for a moment. SARAH doesn't look away.
Instead, she slowly eases herself off the bed and stands facing him.]

SARAH (archly): A queen? Have you chosen anyone I know.

[She glides by him and walks to the window. JARETH chuckles
appreciatively.]

JARETH: You've come a long way, little girl.

[SARAH looks out at the labyrinth.]

SARAH: I certainly have.

[She turns to face him.]

JARETH: Yes, I can see it in your eyes. (he moves closer to her) No
one else has ever made it this far in the labyrinth, no one else has
ever been worthy ...

[He takes her hand and brings it to his lips. She smiles
down at him.]

SARAH: What's your offer.

[JARETH stands quickly and looks at her. She certainly has come a long
way!]

JARETH: Why, everything ... you'll rule by my side.

SARAH: Everything? The chance to spend my life surrounded by
repulsive goblins ... the chance to torment innocent creatures ...

JARETH (shaking his head): ... the chance to never have a care in the
world, to never have to do anything that you don't want to do.

[SARAH looks at him.]

SARAH: Anything else?

JARETH (smiling): Why, me. Of course.

[SARAH surreptitiously eyes the clock. There is about a minute left.
She glides away from the window and tries to position herself closer
to FREDDIE.]

SARAH: And what if I'm not interested?

[JARETH reacts with surprise for a moment, then shakes his head.]

JARETH: Impossible. I know you, I know what you want ...

SARAH: Well, I've got news for you, Jareth.

[She makes a beeline for the cradle.]

SARAH: I don't want you!

[She's almost at the cradle but JARETH grabs her arm and stops her.]

SARAH (shocked, enraged): Why, you miserable creep!

[JARETH has hold of her arms but she breaks away and hauls off and
punches him in the jaw. JARETH steps back, stunned. SARAH scoops up
the screaming FREDDIE.]

SARAH: How could you do this to an innocent baby?!!

[JARETH stands rubbing his jaw, snivelling, stunned.]

JARETH: You hit me!

[SARAH, FREDDIE in her arms, goes right up to him.]

SARAH: And I'd like to do more ... you, you ... !

[She is furious and wants to hit him again badly. Since she has the
BABY in her arms she makes do with kicking him hard in the shin.
JARETH howls and grabs his leg.]

SARAH: I wouldn't want you if you were the last ... goblin on earth!

[The WHITE BIRD flies through the window and lands on SARAH's
shoulder. JARETH puts his hands on his ears.]

JARETH: Don't say that!

[But it is too late, he starts shrinking.]

JARETH: Look at me! (whining) How could you do this to me!

[Before SARAH's eyes JARETH turns into an undersized, ineffective,
snivelling little GOBLIN. The features are those of a goblin, but
still recognizably JARETH.]

INT: CASTLE - NIGHT

[JARETH's quarters, where DIDYMUS tends HOGGLE and LUDO still blocks
the door.]

JARETH (VO) (whiney scream): Why does everything have to happen to me!

[They look at each other and suddenly LUDO realizes that the GOBLINS
are no longer trying to break down the door. The THREE start to laugh.]

HOGGLE (proudly): She did it!

[They cheer.]

INT: JARETH'S CHAMBERS - NIGHT

[JARETH, the bratty little GOBLIN, is throwing a tantrum.]

JARETH: Nobody ever cares about what I want!

[The walls and floor shake so from his pounding fists and feet that a
crack opens up right in front of SARAH's feet. She looks at the clock
and the minute hand moves to the 13. She looks at FREDDIE. There's
nothing to do but jump into the void. The clock begins to strike.]

SARAH: OK, Freddie. Time to go bye-bye!

[She jumps.]

EXT: SKY - NIGHT

[SARAH and FREDDIE spinning through the dark, starry sky. The striking
of the clock continues.]

ANOTHER ANGLE

[CLOSE ON SARAH AND FREDDIE. SARAH pulls him closer, lovingly. And
they go on spinning.]

INT: NURSERY - NIGHT

[SARAH is lying face down on the floor. She comes to slowly and tries
to sit up. Groaning, she rubs her head where it bumped on the corner
of the open drawer. She tries to focus, blinking her eyes.]

ANOTHER ANGLE

[SARAH'S POV - Her eyes slowly focus on FREDDIE's crib. When she can
see, she gasps. FREDDIE's not there! The side of the crib is down and
the BABY is nowhere to be seen.]

SARAH: Freddie!

[She leaps to her feet woozily. Still rubbing her head she staggers
out into the hallway.]

INT: RAILWAY - NIGHT

[SARAH looks down the hallway and suddenly her face breaks out into a
delighted grin.]

ANOTHER ANGLE

[SARAH'S POV - LITTLE FREDDIE is crawling slowly, but determinedly,
into SARAH's room. When he gets to her bed he uses all his strength
to pull himself up on to his feet by holding on to the bedspread. Be
then holds his hand out, trying to reach something.]

ANOTHER ANGLE

[SARAH makes her way toward her room, delight and wonder on her face.]

INT: SARAH'S ROOM - NIGHT

[SARAH stands in the doorway looking down at FREDDIE.]

SARAH (softly): That's quite a journey you took, Freddie.

[FREDDIE looks up at her and makes a sound. He continues straining,
and WE SEE that what he is reaching for is Lancelot, SARAH's bear.
SARAH smiles, and lifts FREDDIE up. She sits on the bed, FREDDIE on
her lap, and hands him the bear.]

SARAH: Here. It's yours.

[FREDDIE takes it happily.]

SARAH (smiling): You earned it.

[She kisses his head and rocks him gently. Then she gazes out the
window at the stars.]

EXT: HOUSE - NIGHT

[The light shines from SARAH's window. The WHITE BIRD flutters down
from the starry sky. It perches in the tree beside the path.]

THE END