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                                         NOWHERE
                                       Episode 2.3
                                       "Jack Frost"
                              Written by Joseph D. Blackerby



               EXT. FOREST HILLSIDE - EVENING

               The sun sets over a cold day, deep in the forest.  A fresh
               snow decorates the green pine trees in a festive white.  A
               set of FOOTPRINTS leads into a grove of trees.  There's a
               loud CRACK and a tree plummets over to the ground, landing in
               an explosion of white powder. 

               ROD EPPS, a grizzled man with a fluffy beard walks over to
               the tree wielding a chainsaw.  He begins cutting into the
               trunk, chopping the tree into firewood lengths.  Suddenly a
               SHADOW passes behind him.  He senses something -- turns to
               look, but sees nothing.  

               Now the tree behind him shakes a little dropping small mounds
               of snow.  It gets his attention and he turns the chainsaw
               off.  

                                   ROD
                         What the hell...

               He looks up into the tree, trying to see what caused the
               disturbance, but the branches and snow are blocking his view. 
               Finally, he gives up and turns back to his work.  He revs the
               chainsaw when suddenly a large SHAPE leaps down from the tree
               and lands on his back.  Something large with razor sharp
               claws digs into his back like digging a hole.  Rod reaches
               for his saw as the THING digs through his layers of clothes. 
               Then it hits skin and Rod yells in pain.  His screams echo
               through the woods as night falls.



               EXT. FOREST HILLSIDE - MORNING

               A Snowmobile races up the hill.  FINNEAS GRIMM (Robert
               Englund) is driving with BEN FOWLER (Edward Burns) hanging on
               for dear life.   They reach the same area Rod was earlier
               which now has police tape around the perimeter.  Grimm comes
               to a stop and Fowler practically leaps off. 

                                   FOWLER
                         Geez, you are the craziest driver --

                                   GRIMM
                         Fun, eh?  

               Fowler ducks under the yellow tape where he meets Sheriff
               GRETCHEN BANKS (Lake Bell), dressed in warm clothes.  She
               glances at Fowler's light attire.

                                   BANKS
                         Didn't really dress for the
                         occasion did ya Fowler?

                                   FOWLER
                         When you said on the outskirts of
                         town I didn't think you meant at
                         the edge of the world.  Whaddya
                         got?

                                   BANKS
                         Started as a missing person call. 
                         Edna Epps called in that her
                         husband Rod had been out cutting
                         firewood and never came back.  She
                         pointed us in the direction that he
                         went and we ended up here.

               She moves aside to let Fowler see the scene.  He sees the
               downed tree and the abandoned chainsaw.  Then he sees the
               large pool of blood with a large trail leading off into the
               woods.  

                                   FOWLER
                         My God...

                                   BANKS
                         That amount of blood loss, I'm
                         hoping for a body recovery at best.  

               Grimm kneels by the blood to get a level view.

                                   GRIMM
                         You'll be lucky to get a few
                         pieces.  Just from a quick glance I
                         can see bits of flesh.  

                                   FOWLER
                         Animal attack?

                                   GRIMM
                         Perhaps.  I'll take my samples.  

                                   FOWLER
                         So weird.  Morgue owner, embalmer,
                         crime scene analyst.

                                   GRIMM
                         Man's got to have a hobby.  Gets me
                         out of the office.

                                   FOWLER
                         But it all involves dead people.

                                   GRIMM
                         To each their own.

               With a twinkle in his eye and a sly smile, he goes back to
               his work.  

                                   BANKS
                         I guess that leaves us to follow
                         the trail.

                                   FOWLER
                         Great. My feet are already
                         icebergs. 



               EXT. DEEP FOREST - LATER

               The blood trail has become more faint and is almost gone
               entirely.  Fowler blows on his bare hands to keep them warm
               as Banks inspects the trail.

                                   BANKS
                         We aren't gonna be able to go much
                         farther.  

                                   FOWLER
                         Thank God.
                             (sharp look from Banks)
                         Sorry, I'm freezing.  Is there
                         anyplace for a bear or something to
                         take the body?

                                   BANKS
                         This whole area is full of caves. 
                         Coulda taken Rod to any one of 'em. 
                         Without a solid trail -- we may
                         never find him. 

               She stops walking and looks around, keeping silent.

                                   BANKS
                         You hear that?  That clicking?

               She looks over to Fowler and sees his teeth chattering.  She
               sighs.



               INT. BLUE EYE CAFE - DAY

               Fowler takes a welcome sip of coffee and exhales as the
               warmth spreads through his body.  PENNY ROSE (Sherilyn Fenn)
               stands near, watching in amusement. She reaches into her
               apron, pulls out a small flask.  Pours it in his cup.

                                   PENNY
                         This'll warm you up faster.

                                   FOWLER
                         Normally I'd say I'm on duty, but
                         the hell with it.

                                   PENNY
                         You poor thing, how long were you
                         out there?

               Banks walks over and sits down.

                                   BANKS
                         Not as long as you'd think.  He
                         just wasn't dressed for it.  

                                   PENNY
                         You were out on that Rod Epps
                         thing, right?

                                   BANKS
                         Now you know we can't talk --

                                   PENNY
                         It's already made its way through
                         town.  And already the mouths
                         around town are blamin' it on the
                         Waldens.  

                                   BANKS
                         The Waldens?

                                   PENNY
                         Don't tell me you never heard that
                         story?  Back in the early 1800's,
                         the legend goes that the Walden
                         family got lost in those woods. 
                         Found refuge in a cave, but food
                         was scarce.  One of their nine kids
                         died from the cold.  In
                         desperation, they ended up eatin'
                         him. 

               A nearby PATRON stops eating their roast beef and looks at
               Penny in horror.

                                   PATRON
                         Do you mind?

                                   PENNY
                             (not paying attention)
                         Not a bit hun, be right with ya. 
                         Anyway, turns out they took a shine
                         to the taste.   Killed a few more
                         of their children before the winter
                         broke.  After that, they found
                         their way out of the cave, but
                         their bodies had adapted not only
                         to the taste of human flesh, but to
                         the cold.  Legend has it, the
                         family is still out there and comes
                         down from the mountain to gather
                         their food -- us.  

               The Patron has had enough and stands to leave, but without
               breaking eye contact with Banks, Penny puts them back down in
               their seats.

                                   PENNY
                         Don't be such a sissy, it's just a
                         story. 

               She turns away to attend to the Patron.  Fowler leans into
               Banks.

                                   FOWLER
                         There's no way that could be true,
                         right? 

               Banks just shrugs 'maybe'.  Fowler grabs the flask from
               Penny's apron -- pours more into his coffee.  



               INT. GRIMM'S MORGUE - DAY

               Grimm looks over bloody pieces of flesh on his table with
               magnifying glasses.  He looks up with big buggy eyes as
               Fowler and Banks enter.

                                   GRIMM
                         Ah, thawed out I see.

                                   BANKS
                         Did you already get those bits of
                         flesh analyzed?

                                   GRIMM
                         Of course.  Business hasn't picked
                         up yet.

                                   FOWLER
                         Yet?

               Grimm just shrugs and opens a file folder, reads over his
               notes.

                                   GRIMM
                         I found a small chip of tooth
                         inside the skin and muscle tissue I
                         recovered. 

                                   BANKS
                         So it could've been an animal?

                                   GRIMM
                         Already analyzed it.  It was human.

                                   FOWLER
                         Could it be from the vic?

                                   GRIMM
                         Unlikely.  Rod Epps had dentures. 
                         I also found this...

               He presents a glass vial.  Inside is what looks like a bit of
               a large talon.  

                                   BANKS
                         Looks like...a claw.

                                   GRIMM
                         But yet it's not.  It's also human.

               Fowler and Banks share a look of disbelief.



               INT. FBI OFFICE - DAY

               Fowler is trying to get into a pair of winter pants, but he's
               having trouble getting them up.  Jake walks in and stifles a
               laugh.

                                   FOWLER
                         Do I have to remind you I have a
                         gun?

                                   JAKE
                         Sorry.  I came as soon as I could. 
                         Need some help?

                                   FOWLER
                         No thank you.  You find out
                         anything?

                                   JAKE
                         Yeah, actually.  Seems like Penny
                         had at least some of the story
                         right.  There was a family called
                         the Waldens that disappeared in
                         these woods in 1835.  As for them
                         being cannibals -- well, no
                         evidence of that.  

                                   FOWLER
                         What about any similar cases?

                                   JAKE
                         There were a few.  But nothing that
                         matched exactly.  One case in 1876
                         of what was classified as a bear
                         attack.  But I did find something
                         interesting.  Seems like every
                         winter, several people go missing
                         in those woods, never to be seen
                         again.  It's usually written up as
                         a death of exposure since no bodies
                         are ever found. 

                                   FOWLER
                         So nothing to prove -- or disprove
                         the story.

                                   JAKE
                         Exactly.  

                                   FOWLER
                         Well thanks Jake, I appreciate it. 
                         You still looking into Cleaver?

                                   JAKE
                         Funny thing is, I haven't seen him
                         in a while.

                                   FOWLER
                         Come to think of it -- I haven't
                         either.  And there was a guest
                         pastor at the church wasn't there?

                                   JAKE
                         For the last three Sundays.  

                                   FOWLER
                         Odd.  Wouldn't think he'd be one to
                         take a vacation.  Even though he
                         may be gone, don't do anything
                         stupid.  

                                   JAKE
                         Like what?

                                   FOWLER
                         You know what I'm talkin' about. 

               Jake grins.



               INT. BLUE EYE DINER - DAY

               Banks sits across from DR. BLUNT (Sean Patrick Flanery) as
               they both sip on coffee. 

                                   DR. BLUNT
                         I'm a little surprised you called
                         me.

                                   BANKS
                         Why is that?

                                   DR. BLUNT
                         Well, my father being a murdering
                         bastard and everything --

                                   BANKS
                         I never said that.  I said he was a
                         suspect.  And I intend on solving
                         and closing the case very quickly
                         and quietly. 

                                   DR. BLUNT
                         I do appreciate that.  
                             (stops Penny as she passes
                              by)
                         Excuse me Penny, I think something
                         is wrong with my coffee.  Tastes
                         like it's spiked or something.

               Banks quickly takes Blunt's cup and switches it with hers.

                                   BANKS
                         Sorry, you must have mine.

               Blunt looks back at her with an amused smile.

                                   DR. BLUNT
                         Just when I think I have you
                         figured out...

                                   BANKS
                         I'm full of surprises.  

                                   PENNY
                         She ain't kiddin' honey.

               Penny bustles off as Blunt looks a little puzzled.  

                                   DR. BLUNT
                         Why do I feel like there's a joke
                         I'm not in on?

                                   BANKS
                         That's just Penny.  I promise you --
                         no cemeteries in my closet.

                                   DR. BLUNT
                         Just a skeleton or two?

               Bank shrugs and smiles.

                                   BANKS
                         That doesn't scare you?

                                   DR. BLUNT
                         I'm still here, aren't I?

               Their eyes lock and speak volumes.  You can almost see the
               sparks between them.



               EXT. FOREST - EVENING

               SAM WHITAKER, decked out in hunter's garb and carrying a
               rifle creeps through the snow, on the hunt for something.  He
               moves quietly, trying not to make noise.

                                   SAM
                         Where'd you go you little
                         bastard...

               Then he spots it in a small field right at the break in the
               trees.  A SQUIRREL is his intended prey.  Sam lays on his
               belly and crawls through the trees to get closer.  He aims
               his rifle, prepares to fire -- 

               Something grabs him and pulls him back through the snow.  In
               the process, he drops his rifle and can't reach it as he's
               dragged. 
               He looks up to see a black humanoid SHAPE pulling him.   He
               kicks hard with his free foot and the creature GRUNTS and
               lets go.  Sam struggles to get to his feet and run, but
               before he can, the creature leaps on top of him and a black
               hand with razor sharp talons buries itself in Sam's back.  He
               yells as blood oozes from the wound onto the snow.  Weakened,
               Sam watches helpfully as the creature begins dragging him
               again.  With blurring eyes, Sam sees the creature turn and he
               sees a hideous dark blue face of what resembles a man.  We'll
               come to know him only as FROST. (Willem Dafoe)  Everything
               goes BLACK.  



               EXT. FOREST CLEARING - DAY

               Fowler and Banks pull up in her Police SUV where Grimm is
               waiting for them.  He grins when he sees Fowler.

                                   GRIMM
                         Didn't want another ride up?

                                   FOWLER
                         Not on your life.  

                                   GRIMM
                         Aw, you're missin' out.  Besides, I
                         got up a lot faster -- got most of
                         the scene done already.

                                   BANKS
                         Then maybe you can save us some
                         time and fill us in.

                                   GRIMM
                         Sam Whitaker -- never came home
                         last night after leaving to hunt
                         squirrels.  Familiar story, huh? 
                         Anyway --

                                   FOWLER
                         Wait a minute -- did you say hunt
                         squirrels?  Why would he hunt
                         squirrels?

               Grimm looks at him confused.

                                   GRIMM
                         To...eat?

                                   BANKS
                         Lots of people eat squirrel around
                         here. 

                                   FOWLER
                         Why on earth would they do that?

                                   BANKS
                         When they can't buy meat.  Winters
                         get pretty harsh around here. 
                         Besides, it's actually pretty
                         tasty.  

                                   FOWLER
                         You're kiddin' me.  You've eaten --
                         what did it taste like?   Wait,
                         never mind -- I know what's coming. 

                                   GRIMM
                         If you don't mind -- 
                             (after Fowler waves him
                              on)
                         Sam was on his stomach hunting
                         something over in those trees over
                         there.  Something grabbed him and
                         dragged him this way.  
                             (walks towards a blood
                              pool)
                         Around here, it got violent.  

                                   BANKS
                         So the same crime scene as the Epps
                         case.  

                                   GRIMM
                         Not exactly.  There's not a great
                         deal of blood here.  

                                   FOWLER
                         Which means he could still be
                         alive.  

               Fowler takes out a compass and points it towards the blood
               trail leading away from them.  

                                   FOWLER
                         The trail's leading towards the
                         same area where we lost the trail
                         before.  

               Banks looks at Fowler's readings.

                                   BANKS
                         I'm impressed Fowler.  

                                   FOWLER
                         I'm not sure if that's a compliment
                         or an insult.  

                                   BANKS
                         A compliment.  It's tough to get
                         your bearings out here.  

                                   FOWLER
                             (to Grimm)
                         Hey, I got a compliment.

               Grimm just walks away, muttering.

                                   GRIMM
                         Yeah, I didn't do diddily-squat.



               EXT. DESTINY CHURCH - DAY

               Jake walks to the front door of the church and tries the
               doors.  Locked.  He looks to the side door and heads to it. 
               It too, is locked.  Jake glances around, whips out a thin
               knife and in seconds has the door open.  

                                   JAKE
                         I'm goin' to hell for this.

               He ducks inside.



               INT. SANCTUARY - DESTINY CHURCH - MOMENTS LATER

               Jake walks through the large, empty sanctuary.  It's dead
               quiet with no sign of any activity.

                                   JAKE
                         Hello?  Anyone here?

               No answer.  Jake walks to the preacher's pulpit and then
               through another door into --



               INT. CLEAVER'S QUARTERS - DESTINY CHURCH - CONTINUOUS

               Simple and well kept.  No obvious signs of activity -- it
               barely looks lived in.  Jake walks the room, looking in every
               drawer, inspecting every shelf.  Nothing.  Then he hears a
               CREAK as his foot walks over a floorboard.  He kneels down,
               looks at it closely.  Takes out his knife and carefully pries
               the floorboard up.  

               Inside, he finds a small box with a lock and despite Jake's
               efforts, he can't get it open.  Suddenly he hears FOOTSTEPS
               coming from the hallway. Lightning fast he replaces the
               floorboard and heads for the door, but he can tell, the
               footsteps are too close.  

               He hurries for the closet and ducks inside, just as the main
               door opens.  He peeks out through the small crack in the
               door. 

                                   FEMALE VOICE
                         Hello?

               The voice is familiar.  Jake peeks out.  It's BONNIE.
               (Elizabeth Pena)

                                   BONNIE
                         Reverend?  The door was open, so I
                         thought I'd check --

               When she sees the room is empty, she frowns and walks out. 
               Jake exhales deeply from holding his breath.  



               EXT. SHERIFF'S OFFICE - NIGHT

               Banks is locking up when Fowler approaches. 

                                   BANKS
                         Hey there -- quittin' time, huh?

                                   FOWLER
                         Actually, I saw on the news that
                         it's a full moon tonight.  I
                         thought I might walk that trail and
                         see if I could see anything new. 
                         Wanna join me?

                                   BANKS
                         Uh, actually, I can't.  

                                   FOWLER
                         Really?  Why not?

                                   BANKS
                         I have a date.

                                   FOWLER
                         A date?  You're kidding.
                             (off her frown)
                         I didn't mean it like that.

                                   BANKS
                         I'm allowed to have a social life.

                                   FOWLER
                         I know.  Sorry.  Have a good time.

                                   BANKS
                         Don't go out there alone, okay? 
                         We'll walk it tomorrow.  

                                   FOWLER
                         I'll see ya then.

               He heads off down the street.  Banks shrugs and heads for her
               SUV.



               EXT. FOREST TRAIL - NIGHT

               Fowler, now dressed in proper warm clothes, walks through the
               moonlit night, his flashlight scanning the trees.  All seems
               quiet when a NOISE on the horizon catches his attention. 
               Like a CACKLE.  He heads that way, constantly keeping his
               flashlight shining around him.  He hears the CACKLE again --
               it definitely sounds evil.  Fowler draws his gun, carefully
               makes his way forward.  Now it's deathly quiet.  Suddenly --

               The figure of Frost leaps down from the tree above him.  All
               goes BLACK.



               INT. DINING ROOM - BLUNT'S HOUSE - NIGHT

               Blunt pours Banks a glass of wine as she leans back from a
               finished plate.  

                                   BANKS
                         I had no idea you could cook so
                         well.  

                                   DR. BLUNT
                         McDonald's will only take you so
                         far.  Sooner or later you've got to
                         eat real food.  A few years ago I
                         took some classes.  The rest is
                         history.

                                   BANKS
                         Well I think I've found my new
                         restaurant.  

                                   DR. BLUNT
                         You're welcome anytime.  I always
                         cook for two and I hate leftovers.

                                   BANKS
                         You're almost too charming for your
                         own good.

                                   DR. BLUNT
                         Is it working?  I'm finding myself
                         trying way too hard to impress you.

                                   BANKS
                         You already have.

               They lean in and share a tender kiss.  



               INT. CAVE - NIGHT

               Fowler slowly comes too, a trickle of blood running down his
               face.  As his vision comes back, he takes in his
               surroundings.  A small fire burns in the center of the cave
               chamber, throwing shadows all over the wall.  Fowler can see
               Frost in the corner, his back to him, working on something. 
               Fowler tries to sit up quietly, but his bound hands and feet
               make a scraping noise, getting Frost's attention.  He turns,
               showing his face in the soft light.

               His hair is scraggly and animal-like.  His face looks burned
               and hollowed out with a strange blue tint, like an old case
               of extreme frostbite.  His teeth are sharp and pointed.  He
               wears tattered clothes with only his black arms and hands
               exposed with long talons coming from his nails.  He grins
               when he sees Fowler.

                                   FROST
                         Ah, excellent...just in time for
                         dinner.

               Fowler is shocked that this thing can talk, but his face
               floods with horror when he sees what Frost has been working
               on: 

               The skinned body of Sam Whitaker.

                                                           CUT TO BLACK
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