EXT.  MANHATTAN - DAY The whole island, from the south. For a second. Literally.

EXT.  NEW YORK SKYLINE - DAY Closer, just the skyline. For another second.

EXT.  UPPER WEST SIDE - DAY Closer still, the Upper West Side. For another second. No time to waste admiring the scenery.

EXT.  WEST 83RD STREET - DAY Race across a field of PEDESTRIANS to pick up three women hurrying down the sidewalk. LYDIA LYNCH, a real estate broker, vaults down the sidewalk, she's got a hell of a stride. MEG ALTMAN, thirtyish, struggles to keep up with her, she's tall, wafer - thin, pale as a ghost. SARAH, a nine year old girl, flat out runs to keep up, dribbling a basketball as she goes. The kid's athletic, much tougher than Meg, who she resembles. Lydia reads from a sheet she carries in her bouncing hands. LYDIA - seventeen feet wide, fifty - five feet deep, forty - two hundred square feet, four floors with a rentable basement apartment, so five altogether, courtyard in back - MEG Could you slow down a little? -LRB- looking back over her shoulder. -RRB- Or we could wait for the car. LYDIA No cars. Feet are faster. MEG How many more do we have after this? LYDIA None, there's nothing else, you know how tight the market is. MEG This is it? I told you on the phone, I have to be moved in in two weeks. Sarah, please do n't bounce that here. SARAH Mom, it's the sidewalk. LYDIA Oh, that miserable little prick is already leaving. They approach a row of brownstones, narrow four story townhouses, nice looking buildings, a hundred years old or more. EVAN, a sour - looking man, has just locked the front door of number 26 and is coming down the steps. He sees them coming. EVAN One day you will learn to respect other people's time, Lydia, one day you - LYDIA Evan, I am so sorry, you were a saint to wait for us!

INT.  TOWNHOUSE - FOYER - DAY Evan throws open the front door, revealing the airy foyer of the townhouse. The place is completely empty. He talks fast, races through the tour. The three of them come in, Sarah still bouncing her basketball. EVAN This is the middle of the house, the entry floor, living room's over there. The kitchen floor's below us and there's two bedroom floors above. The front door closes behind them, with a THUD so authoritative it seems to say no one's ever getting out. Meg tries to get her daughter's attention, to tell her to stop bouncing the ball in the house. EVAN It's an enormous amount of space for the money and I'll be perfectly honest, the family is in no hurry whatsoever. Meg whispers Sarah's name, but Sarah still ignores her, goes on bouncing the ball. EVAN I do n't have to tell you there is an acute shortage of living space in Manhattan right now and this is a highly unique property. LYDIA No ball, kid. Sarah immediately stops bouncing. She wanders into the living room, peers through the big French doors, which look out over the courtyard area. There's another row of brownstones on the next block, and all the patios back up to one another. It looks tranquil out there, oasis in the city. Sarah leans up against the door, sighs, her breath fogs the window. There is a profound melancholy about her. Meg watches her, tries to catch eyes with her in the reflection. Ca n't. Evan flings open the door of an old - fashioned cage - style elevator. EVAN Working elevator. Mr. Pearlstine, the previous owner, was disabled the last ten years of his life. Highly unusual, the elevator, you will not find this in ninety percent of brownstones. MEG Will they take asking price? I need a two week escrow and I'm already approved for the loan. Lydia turns, gives Meg an `` are you insane?'' look. EVAN What say we see the house before we dicker, hmm? -LRB- starting up the stairs. -RRB- I have to warn you, this is exactly the response we expected to get. It's a very emotional property. As he disappears upstairs, Lydia turns to Meg, lowers her voice. LYDIA Who taught you to negotiate? SARAH It's not like Saks', Mom, you do n't have to pay the price on the tag. She gets in the elevator and RATTLES the door shut with a bang. That kid's got an attitude. Meg takes a deep breath, turns to Lydia. She brushes her hair behind an ear, we notice her thin hand is shaking. MEG I'm sorry. Apartments, and. money, and. this is more my husband's area. She digs in her purse for a prescription pill bottle and some water. MEG Was. His area. I'm not very good at. Lydia watches as she swallows a pill, waiting for Meg to finish her sentence. Not very good at what? MEG Things, and if I ca n't prove to my soon to - be ex - husband that I can provide a suitable place for our daughter to live in the next fourteen days, it's going to get ugly between us. Uglier. Lydia just looks at her, no idea what to say. These two are from different places. EVAN -LRB- O.S. -RRB- -LRB- from upstairs. -RRB- It would be so lovely if I could shot the property before I leave!

INT.  TOP FLOOR BEDROOM - DAY Evan, Lydia, and Meg poke their heads in a series of rooms, one after the other, the tour flying by quickly. First, an upstairs bedroom. Nice, roomy, looks out on the courtyard. EVAN Top floor. Two bedrooms, one bathroom.

INT.  DEN - DAY Another floor, another empty room. The trio passes through. EVAN Third floor, spare bedroom, den, what have you. Mr. Pearlstine used it as an office. LYDIA -LRB- low voice, to Meg. -RRB- He's talking about Bernard Pearlstine. Meg shrugs, who's that? EVAN -LRB- moving, through a bathroom. -RRB- Master bath. LYDIA The hotel guy? It's been in the papers lately. His kids are all suing each other over his estate. He was a total recluse, paranoid, rich as hell, he was worth thirty million or something, now it turns out they ca n't find half of it. -LRB- singsong. -RRB- Somebody took something did n't belong to them! EVAN I hardly see how family gossip is germane to showing the property. LYDIA -LRB- low, to Meg. -RRB- Stop calling it the property, you sound ridiculous. EVAN -LRB- through a closet. -RRB- Master closet. From the hallway, there is a GROANING METALLIC sound, the elevator, and the happy laughter of the little girl as she puts it through its paces. Evan winces, speaks as if his mouth hurts when he moves it. EVAN Could the child please stop that? LYDIA KID! NO ELEVATOR! She looks at Meg and winks.

INT.  MASTER BEDROOM - DAY EVAN And we emerge in the master bedroom. He checks his watch. Meg looks around, studying the dimensions of the room. She looks at the far wall, the one that borders the house next door. She looks at the wall that corners it, opposite the window wall. She takes two steps back from it. MEG Something's weird. LYDIA What? MEG I do n't know, does n't that corner seem funny to you? She points to the far end of the wall, near the entrance to the closet. There is a mirrored door that leads to the closet, and a mirror on the wall alongside it. If you look closely, you'll see that the mirrors are raked slightly toward one another, which causes an optical illusion in which the corner of the room appears much closer to the door than it is. EVAN I was waiting to see if you'd notice! On caravan, no one from our office had the slightest idea. He pushes on the top of the mirror on the wall. It makes a faint CLICK, then glides open a few inches off the wall. He pulls it toward him, opens it all the way, a hundred eighty degrees, and it fastens magnetically to the back of the closed door. There is smooth wall behind it, but if you look closely, there is a faint vertical crack in the wall. Meg looks at him - what in the world? Even pushes again, twice this time, first at the top, then at the bottom, and the smooth wall CLICKS ajar. He pulls it wide open. Meg and Lydia step forward, fascinated.

INT.  PANIC ROOM - DAY From the opposite end of a lone, narrow, windowless space, we see the three of them standing in the open doorway, silhouetted by the sunlight streaming through the bedroom windows behind them. EVAN It's called a panic room. He hits a switch and a row of bulbs flick on overhead. MEG A what? EVAN A safe room. An inner sanctum. A castle keep, in medieval times. LYDIA Oh, I've seen these. EVAN It's quite in vogue in high end construction right now. One really ca n't be too careful about home invasion. The other two walk inside, but Meg lingers near the door, looking around, studying the neatly arrayed survival supplies - water, food packs, batteries, flashlights, tools, rope, clothes, blankets - you get the idea. LYDIA Hey, this is perfect for you. -LRB- Meg scoffs. -RRB- Absolutely! You're a woman, you're living alone now. Your alarm goes off, or you head glass break, or for whatever reason you think someone's broken into your home in the middle of the night. What are you going to do? Call the police and wait until they get here on Tuesday? Traipse downstairs in your sexy little underthings and check it out? I think not! EVAN Reinforced steel core walls. Buried phone line, completely separate, not connected to the house's main line and never exposed throughout the house's infrastructure or outside the house - you can call the police ; nobody can cut you off. Your own ventilation system, complete with oxygen scrubber, so you've got plenty of fresh air for as long as you like. And a bank of video monitors - He hits a switch next to a dozen tiny video monitors, revealing a dozen different views of the house. EVAN - covering almost every corner of the house. Meg nods, starting to sweat. MEG Makes me nervous. LYDIA Why? MEG Ever read any Poe? LYDIA I do n't think so, but I love her album. MEG No, Edgar Allen. LYDIA -LRB- thinks. -RRB- The furniture guy? MEG -LRB- giving up. -RRB- What's to keep them from prying open the door? Evan reaches past Meg and pushes a red button on the wall behind her. With a sudden WHANG of steel, a heavy metal door leaps out of a slot in the wall and SLAMS shut, like a submarine hatch. A series of metal latches CLICK into place inside it, from top to bottom, securing it into place. EVAN Steel, four inches thick. Meg takes a step back. They're now enclosed in the room. EVAN Everything's spring - loaded, even if the power's out it's fully functional. MEG Open it. LYDIA Old Bernie did n't miss a trick with this room, did he? MEG Open the door. LYDIA And with kids like he's got, no wonder he wanted a place to hide. EVAN That's highly inappropriate. MEG I said open the door. Evan hits a green button and the door GROANS slowly open, recoiling its massive spring, and revealing Sarah, the little girl, standing in the entryway, grinning widely. SARAH My room. Definitely my room. She bolts in, just as her mother bolts out.

INT.  MASTER BEDROOM - DAY Meg stands just outside the door to the panic room, regaining her composure. Not crazy about tight spaces. Which we already knew. LYDIA That door is a safely hazard. EVAN Not at all. He points. There's a tiny red beam that shines across the doorway, one at shoulder height - EVAN Infrared. Like the beam in an elevator doorway. Wo n't let the door close if something's blocking it. - and one at shin height. Even bend down, blocks the one at shin height with his hand. EVAN Watch. He reaches up, to push the close button, but with one hand anchored at the floor, he ca n't quite reach it. EVAN -LRB- to Lydia. -RRB- Push that button for me, will you? MEG Do n't! Lydia pushes the close button, nothing happens. Evan pulls his hand put of the beam, takes a step back. Lydia pushes the button again. WHANG! The metal door rockets shut, the metallic slang reverberating in the room. Almost immediately, the fake piece of wall HUMS shut, of its own accord, followed a moment later by the mirror, which detaches itself from the back of the closet door and HUMS silently back into place, closing over the hidden door, making the corner of the room look like a corner again. As the mirrored door closes, it shows Meg her own reflection. She looks at herself, still rattled. She wipes a trickle of sweat from the side of her face.

INT.  TOWNHOUSE - FOYER - DAY The same house, two weeks later. The entry floor is piled high with moving boxes. Sarah and Meg lie sprawled out in the middle of the black and white tile, arms and legs splayed wide, exhausted. They stare up at the ceiling, beat. SARAH Too many stairs. MEG Got us in here, did n't I? SARAH Shoulda got an apartment. MEG Well, I know that now. SARAH 478 - 0150. Meg raises her hand to her face, she's got her cell phone in her palm. MEG Battery's dead.

INT.  KITCHEN - DAY Meg picks up the wall phone in the kitchen, gets a dial tone. MEG The phone works. -LRB- to Sarah. -RRB- Hey, I hooked up the phone. SARAH -LRB- sarcastic. -RRB- The crowd goes wild. MEG -LRB- ignoring the slight. -RRB- 478. SARAH 0150. Meg finishes dialing. It rings, someone answers. VOICE Perry's Pizza, please hold.

INT.  KITCHEN - NIGHT Night has fallen. Meg and Sarah sit at a small table in the middle of the kitchen, surrounded by packing boxes. They eat pizza. They chew, silently. Sarah drinks a diet Dr. Pepper. Meg finishes a glass of wine. Meg's eyes are moist. Sarah notices. She notices her noticing, shrugs. I'm human, what do you want me to do, hide it? Sarah looks away, goes back to chewing. After a moment : SARAH Fuck him. MEG Do n't. SARAH Fuck her too. Meg looks at her, not sure how to confront the open defiance. MEG I agree. But do n't. Sarah stares at her for a moment, then goes back to eating. Meg picks up the bottle of wine. Sarah's eyes flick over and watch as wine GLUGS into her mother's glass.

INT.  SARAH'S BEDROOM - NIGHT Sarah's bedroom is full of unpacked boxes, but her twin bed has been set up and Sarah is in it, hair wet, pajamas on. She reads from a book -LRB- `` Tom Swift and His Repelatron Skyway'' -RRB- while Meg, drowsy, lies next to her, listening. SARAH `` Tom's throat felt so dry and tight that it was a moment before he could make any sound come out. `` Dad!'' He croaked. `` I'm - inside - the - machine!'' `` Great Scott!'' The elder scientist gasped. He dashed across the laboratory and switched off the repelatron's motor. `` What happened, son?'' `` The Durafoam hardened, Dad. Get a solvent, quick - you know the formula!''

INT.  BATHROOM - NIGHT In the master bathroom, Meg soaks in a bath. She is exhausted. She reaches for her wine glass, finishes the last of it. She stretches for the bottle, which is on the floor next to her. She refills the glass. Again.

INT.  MASTER BEDROOM - NIGHT Meg, dressed in an old Knicks T - shirt and boxer shorts, stands next to the alarm panel in the master bedroom, reading from an instruction manual. She's frustrated. She mutters, slurring, a bit drunk. MEG Bypass non - ready zones. shunt, enter, zone number. She tries it, pushing a few buttons, but the alarm panel BEEPS at her disapprovingly. She's doing something wrong. She sighs, sits on the floor, gets serious about figuring out the instructions. MEG Bypass non - ready zones. ah, shunt, enter, shunt again, zone number. wait. HER FINGERS dance over the alarm panel, some time later. She seems to have figured it out, and a small light on the panel lights up. SYSTEM ARMED The very moment the red light goes on, we cut sharply to -

INT.  PANIC ROOM - NIGHT - the darkened panic room, where the dozen small video screens all suddenly wink to life, showing a dozen views of the house. Whatever she pushed turned these on too, probably not what she meant to do, but at least she got the alarm on for the night. The door that leads from the panic room to the master bedroom hangs open. In the middle of the floor in here, somebody has made a small tent of blankets and couch cushions. Sarah must have been playing here before bed.

INT.  MASTER BEDROOM - NIGHT Meg puts sheets on her bed in the master bedroom. She fills a glass of water, puts it on a box she's using for a night table. She plugs in a battery charger for her cell phone, places the phone in the cradle. It BEEPS. `` Charging.'' She sets the digital clock, puts it next to the glass of water. It's 12:26. She gets in bed, her side, the left side. She lies in the dark, half an acre of empty bed across from her. We drift off her, see the clock again. The time changes, the number one dissolves away, changing the time to -

INT.  MASTER BEDROOM - NIGHT - 2:26. Meg is in a hard, boozy sleep. We drift out the door of the master bedroom, into the third floor hallway, and down the open stairwell. We glide through the entry floor, still gently falling through the stairwell's airway, dropping even further, all the way down to the kitchen floor, the ground floor. We drift across the darkened kitchen, serpentine through the canyon of moving boxes, approach the window that looks out on the street. We move right up against the window, peer through the glass just as - - a van pulls up across the street and stops. Ca n't see through its windows. No movement for a moment, then the driver's door opens and a MAN climbs out. He wears dark clothes. The Man closes the door, looks both ways, and starts across the street towards us. He's carrying a bag of some kind. He goes to the door, and we drift down toward the doorknob. We hear a key slide into the door, rattle. But the lock does n't turn. The key slides out, back in again, jiggles. Still wo n't open the door. The Man steps away from the door, goes to the kitchen window, which is heavily barred, and peers inside, right at us. Ca n't see anything, it's darker in here than it is out there. He turns, looks both ways on the street again, then steps up, onto the window ledge. Now we can only see his legs, ca n't tell what he's doing. He's reaching up, stretching for something. It drops into view with a metallic SCRAPE. The fire escape. The Man climbs, his feet disappearing from our field of vision. We turn around, facing the other way in the kitchen. We start back the way we came, through the canyon of boxes in the kitchen, toward the stairwell.

INT.  STAIRWELL - NIGHT Back in the stairwell, the exact reverse of the shot we saw earlier. We're drifting up, off the kitchen floor, through the entry floor, and as we rise we notice something all the way up on the roof that we could n't see before, when we were looking down. A skylight. We continue to rise, drawn toward it. We move up, through the master bedroom floor, creeping up alongside the stair banister, now reaching the top floor of the house, and just as we near the skylight - - a figure appears, visible through it. The Man in dark clothes, on the roof now. He stops, peers down through the skylight, looking at us without seeing us again. He steps across the skylight. This is not the way he intends to enter. We drift again, following his soft footsteps on the roof, which we can hear faintly through the ceiling. Here in the hall, just outside Sarah's bedroom, a closet door is ajar. We squeeze through the gap and into the closet. IN THE CLOSET, it's completely dark. Ca n't see a thing. But then a sliver of light appears, coming from above. We look up. There is a ladder that's bolted to the wall in this closet, it leads up to a square panel in the ceiling. Roof access. And that roof access panel is moving, ever so slightly, moonlight spilling in as it twists in its setting. A shiny silver something slides through the crack along the edges of the portal. It slithers along the edge of the hatchway, searching for something. It finds a small round nub in the crack. The silver something stops. It HUMS with electricity for a moment, then there is a bright spark and a soft CRACK.

INT.  MASTER BEDROOM - NIGHT In the master bedroom, a message appears on the alarm panel : ZONE 19 DISABLED

INT.  CLOSET - NIGHT In the closet, the silver something withdraws and the roof access panel is removed. A million stars are visible in the night sky above. But we're inside. And in a moment, so is this intruder. The Man peers down, through the open hatchway, then slips through the opening and climbs silently down the ladder.

INT.  MASTER BEDROOM - NIGHT In bed, Meg stirs. An alcohol sleep is a restless one, and she's suffering. She sits up groggily, chugs a glass of water. Lies down again.

INT.  FOURTH FLOOR HALLWAY - NIGHT One floor up, the Man steps into the hallway and starts for the stairs, moving quickly and confidently. Knows where he's going, knows what he wants. He starts down the stairs, happens to glance to the side as he does so. He freezes. He's looking in the open doorway of the top floor bathroom, staring hard at something that clearly disturbs him. A nightlight. Plugged into an outlet in the baseboard in the bathroom. -LRB- For the record, it's the Power Puff Girls. -RRB- The Man climbs the stairs again, concerned, goes to the door of the bathroom. He looks from the nightlight to the countertop. There's a moving box on the countertop. His eyes widen. This is news to him, bad news. He takes a step back and a breath. He turns, looks to the end of the hall. His eyes now adjusted to the darkness, he notices something he did n't see before, something coming from under the door to the fourth floor bedroom. Light. From inside. From another nightlight.

INT.  SARAH'S BEDROOM - NIGHT In the top floor bedroom, a nightlight burns in another outlet. Nearby, Sarah is asleep in bed, the covers kicked off. The door to Sarah's bedroom glides open, terribly slowly. The Man stands in the doorway, staring, aghast, at the mountain of moving boxes piled in the room. His gaze falls on Sarah in the bed. The Man just stares, beside himself. His lips mouth a word, soundlessly. Does n't take a lip reader to guess it.

INT.  MASTER BEDROOM - NIGHT In the master bedroom, Meg flops over in bed, facing away from the doorway, really having a rough go of it. She slept too hard before, now she's awake, her head is killing her, she's really paying the price of four glasses of wine. She lies still, on her side, facing us. Behind her, the bedroom door moves, silently. Opening. The Man stands there, one finger still on the door he's just pushed open. He stares at the sleeping form of Meg on the bed, whose back is to him. He has no idea she's awake. Meg lies in bed, eyes wide open, no idea a Man is standing in the doorway to her bedroom. Noiselessly, the Man moves away, down the hall. The moment his head disappears down the stairwell - - Meg flops over again, facing the doorway. She closes her eyes, gives sleep another try.

INT.  KITCHEN - NIGHT The Man walks across the kitchen, shaking his head in exasperation at the packing boxes all around him. He goes to the front window, peers outside. He reaches for a light switch on his right. Through the window, we can see the stoop light go on. Then off, then on and off again. Still through the window, we see the side panel door of the van slide open. TWO MORE MEN climb out. They are also dressed in dark clothes. They also carry satchels. They walks calmly across the street, grow large in the window as they approach us. The first intruder -LRB- who has a name, it's BURNHAM -RRB- steps over to the kitchen door, runs his silvery strip through the gap. Another HUM and spark. AN ALARM PANEL flashes again. ZONE 1 DISABLED IN THE KITCHEN, Burnham opens the kitchen door, letting the two other guys slip inside. RAOUL is a hulking figure whose back seems to rise up over the top of his slouching head ; when he walks it looks like gravity does all the work, just pulling him forward. JUNIOR is much smaller, very high - strung, dresses like a homey, very street, but ca n't hide the fact that the street is Park Avenue. They all freeze, staring at the moving boxes. JUNIOR Fuck. BURNHAM I know. RAOUL What? BURNHAM A woman and a little girl, both asleep upstairs. JUNIOR Fuck! BURNHAM Keep your voice down. JUNIOR They're not supposed to be here! BURNHAM This was your department, Junior. JUNIOR They're not supposed to be here! BURNHAM That's why the key did n't work, they changed the locks. JUNIOR Fourteen day escrow, man, that's almost three weeks! They should n't be here for another week! They do n't own this house yet! BURNHAM -LRB- pause. -RRB- Exactly how is fourteen days almost three weeks? JUNIOR Fourteen business days. Escrow is always business days. Burnham sighs. JUNIOR I mean, right? Is n't it? BURNHAM You're an idiot. Raoul steps forward, shoves Burnham with both hands in the chest. RAOUL Watch your mouth. JUNIOR It's okay, Raoul. BURNHAM -LRB- to Junior. -RRB- Who is this guy? JUNIOR Raoul is cool. That's all you need to know. BURNHAM This is insane. I'm outta here. He starts for the door. JUNIOR Wait a minute, wait a minute. We can still handle this. -LRB- to Raoul. -RRB- Can we still handle this? RAOUL It's just the woman and the kid? BURNHAM Unless Daddy comes back later. JUNIOR Daddy's not coming back, she's in the middle of a divorce, it's just the two of them. We're okay, here. -LRB- to Raoul. -RRB- We can do this, right? RAOUL You're fuckin' A we can do this. BURNHAM Not with me. Not with people. JUNIOR Forty - five minutes. That's all you said you need. That's like nothing. BURNHAM She'll call the cops, they'll be here before I get unpacked. JUNIOR So we keep an eye on her. Raoul can totally administrate that part. RAOUL No problem. BURNHAM I do n't want Raoul to administrate that part. JUNIOR They wo n't get hurt. BURNHAM What about us? What if she has a gun? JUNIOR Raoul, what in God's name do we do if she has a gun? Raoul pulls up his sweatshirt, revealing a.38 tucked into his belt. BURNHAM Asshole. JUNIOR A guy shows you a gun, Burnham, and you insult him? Hey, who's the idiot? Huh? BURNHAM Where did you get this clown? JUNIOR I met him at the tables, same as you. And frankly, I'm grateful we have a little muscle right about now. BURNHAM What tables? I've never seen him before. JUNIOR Different tables. BURNHAM -LRB- to Raoul. -RRB- The fuck did you bring a gun for? RAOUL You're welcome. BURNHAM Peace out. He moves for the door. Junior, trying desperately to hold this together, gets there first, blocks the door with his back. JUNIOR We ca n't do it without you, Burnham. Junior starts at Burnham. Raoul stares at Burnham. JUNIOR It's still a good plan. It's just. got a twist. BURNHAM Yeah. Kidnapping. JUNIOR Not if we keep'em here. You ca n't kidnap somebody in their own house. It's just breaking and entering, unless we take'em someplace. Or something like that, I'm pretty sure. BURNHAM Pure idiot. JUNIOR I am. I'm an idiot's son. An idiot's grandson. I'm third - generation idiot. But for once in my life I had a good idea, and I'm not giving up so easy. You are? Are you actually telling me that for the first time in your life you're gon na throw your cards on the table and go home early? I ca n't believe my eyes. -LRB- Burnham hesitates. -RRB- Fourteen million dollars upstairs, Burnham. You'll be out of the hole. Baby, you'll be so far out of the hole you could draw bricks every night for the next twenty years and still shit green. -LRB- Burnham sways. -RRB- Come on, Buddy. One more hand.

INT.  MASTER BEDROOM - NIGHT Meg sits up in bed. She's bleary, her head feels like someone rested a manhole cover on it. She gets up, in the dark, and staggers off toward the bathroom door, feeling her way with her arms, her eyes not adjusted to the dark. She steps through the door.

INT.  PANIC ROOM - NIGHT She walks into the bathroom and feels around for a light switch, but ca n't find it. She blinks, squints, tries to get her bearings. The only light is a harsh white glow that comes from along one wall, from a bank of tiny video monitors. She finds the light switch, flicks it on, it nearly blinds her. She's not in the bathroom. She's wandered into the panic room by mistake. She turns around, walks out, leaving the lights on behind her. We linger for a look at the video screens. If only she'd done the same, she'd see what we see. ON THE MONITORS, we see the three men, still in the kitchen, huddled in a group, silently debating what to do.

INT.  MASTER BEDROOM - NIGHT Using the light that spills from the open door to the panic room, Meg comes back into the master bedroom and finds the proper door to the bathroom.

INT.  BATHROOM - NIGHT Meg SNAPS the cap off a jug of Advil and dumps three into her palm. She pops them in her mouth, searches for a glass for water, finds none, bends to the spout for a gulp to wash them down. She turns to the toilet.

INT.  PANIC ROOM - NIGHT On the monitor, we see the three men leave the kitchen and start up the stairs.

INT.  BATHROOM - NIGHT Meg stands, flushes the toilet.

INT.  LIVING ROOM - NIGHT One floor down, Burnham, Raoul, and Junior freeze, just coming up the stairs from the kitchen. They look up, hearing the water rushing through the pipes in the ceiling directly above them. They stare at the ceiling, following with their eyes as a pair of feet pad across the CREAKY floor. Finally, they hear a SQUEAK of bedsprings as Meg climbs back into bed. They hold a moment longer, a silence grows. Raoul reaches into his jacket pocket and pulls out a ski mask. He pulls it over his head. They look at him. RAOUL -LRB- whispers. -RRB- No face. Burnham rolls his eyes. Does n't know this guy much, but hates him so far. They start across the foyer toward the stairs.

INT.  MASTER BEDROOM - NIGHT Meg rolls over, to go back to sleep. She sees she's left the lights on in the panic room. She TSKS, gets out of bed, and walks across the floor toward it.

INT.  PANIC ROOM - NIGHT Meg steps into the panic room, raises her hand to the light switch - - and stops, her hand frozen in mid - air. She cocks her head, looking at something she ca n't understand. She blinks. Takes a step, further into the room. She stares at the video monitors - at the three men in dark clothes, stealing silently across the foyer. This ca n't be. These are just pictures, they have no relation to reality. She drops to her knees, her face inches from the screens, and reaches out to touch them, as if trying to make sure they're really there.

INT.  STAIRWELL - NIGHT They reach the base of the stairs, Junior in the lead. As he reaches a bend at the base of the stairs, he places one foot short on an angled step and it slips off. He trips, falls forward.

INT.  PANIC ROOM - NIGHT Watching the video monitors, Meg stares in horror as the image of Junior slipping is verified by the SLAP of his hands on the stairs as he catches himself, audible through the open door to the panic room. She GASPS. It is real.

INT.  STAIRWELL - NIGHT In the living room, Burnham's eyes are wide as saucers, staring at Junior as he turns and pulls himself to his feet. Junior points at Raoul, speaks in an urgent whisper. JUNIOR Top floor, get the little girl and keep her there. I'll bring the woman up. Gim me. He holds out his hand for the gun and Raoul gives it to him. JUNIOR -LRB- points to Burnham. -RRB- Stay here. Nobody gets past you. He heads for the stairs. Raoul follows close behind him. Burnham stays, reluctant - what the fuck has he gotten himself into?

INT.  PANIC ROOM - NIGHT Meg moves. Leaps to her feet and dashes out of the room.

INT.  MASTER BEDROOM - NIGHT Meg races across her bedroom, flies out the door, and bolts up the carpeted stairs, headed for the top floor.

INT.  SARAH'S BEDROOM - NIGHT Meg races into Sarah's room, drops onto the bed, and grabs Sarah by the shoulders, trying to rouse her. MEG Wake up. wake up. But she's in a profound child's sleep and wo n't wake up.

INT.  THIRD FLOOR HALLWAY - NIGHT One floor down, Junior and Raoul reach the third floor landing. Still moving stealthily, Junior heads down the hall for the master bedroom, where he thinks Meg is sleeping. Raoul heads for the stairs that lead to the top floor.

INT.  SARAH'S BEDROOM - NIGHT Meg is desperate, still ca n't wake Sarah. MEG Wake up. come on, come on. She sees a plastic cup on her night table/box, half filled with water. She snatches it and tosses the water in her face. Now she's awake. And pissed off. She SPUTTERS, SHOUTS. SARAH WHAT DID YOU DO THAT FOR?!

INT.  THIRD FLOOR HALLWAY - NIGHT Raoul, at the base of the stairs that lead to the top floor, hears the kid shouting. He starts up the stairs, quickly.

INT.  SARAH'S BEDROOM - NIGHT On the top floor, Meg is already dragging Sarah out of the room and into the hallway.

INT.  HALLWAY - NIGHT Meg and Sarah come out of Sarah's bedroom just as Raoul reaches the top of the stairs at the other end. They're cut off. Meg freezes, staring at the hulking ski - masked figure at the end of the hallway. She thinks, no idea what to do for a second. She looks frantically to her right - the bathroom, dead end. She looks to her left. The elevator. She yanks open the elevator door, throws aside the gate, and races inside with Sarah. Raoul takes off down the hall, lunging for the elevator.

INT.  ELEVATOR - NIGHT Meg SLAMS the gate shut and PUNCHES the button for the first floor. The elevator GROANS to life and starts down - slowly. Sarah looks up at her, terrified. SARAH What's going on?! MEG People. In the house. As the elevator descends, they see Raoul, through the window in the door, as he drops to his knees, to get a good look at them.

INT.  TOP FLOOR HALLWAY - NIGHT Raoul turns from the elevator, SHOUTS to the open stairwell. RAOUL IN THE ELEVATOR! BOTH OF'EM HEADED TOWARD YOU!

INT.  THIRD FLOOR HALLWAY - NIGHT Junior turns from the open doorway of the master bedroom and races back down the hall, toward the elevator. He reaches the door, peers through the window. He sees the bare feet of Meg and Sarah, dropping toward him. He grabs the door handle, pulls as hard as he can, but it stays locked, with the elevator moving beyond. He bangs on the button, hoping the elevator will stop. As Meg and Sarah drop fully into view, he stands there, eye to moving eye with her for a moment. But the elevator does n't stop, it keeps going down.

INT.  ELEVATOR - NIGHT Meg stands frozen, terrified, staring at Junior as they move past him. Junior has another go at the door, pulling as hard as he can, actually bending the door, but the elevator is still moving, the catch holds fast and the door wo n't open. As they pass, his face suddenly disappears, he takes off.

INT.  STAIRWELL - NIGHT Junior flies down the stairs, to cut them off at the first floor.

INT.  ELEVATOR - NIGHT MEG He's going down. SARAH That room! MEG What?! SARAH PANIC ROOM! Meg thinks, then punches the button for three, to go back up. But the elevator continues down. She jabs at it, futilely. SARAH No. you got ta. She reaches past her, pushes the STOP button. The elevator jerks to a halt. Then Sarah pushes three. Now the elevator starts to rise. Meg looks at her, impressed. Love that kid.

INT.  ENTRY FLOOR - NIGHT In the foyer, Junior freezes, hearing the elevator stop and start again. JUNIOR SHE'S COMING BACK UP TOWARD YOU! He takes off up the stairs again. Burnham ca n't take it anymore, he takes off after Junior, following him upstairs.

INT.  FOURTH FLOOR HALLWAY - NIGHT Raoul, still on the top floor, heads for the stairs, fast.

INT.  STAIRWELL - NIGHT Junior races back up the stairs. They have her caught in the middle.

INT.  THIRD FLOOR HALLWAY - NIGHT The door to the elevator BANGS open on three, the gate RATTLES aside, and Meg and Sarah leap out. They take off down the hall, toward the doorway to the master bedroom. Raoul flies down the stairs, not twenty feet behind them.

INT.  MASTER BEDROOM - NIGHT Meg and Sarah run through the master bedroom. As she passes the night table, Sarah swings an open hand to grab her cell phone from its cradle. But in her haste she starts to pull it out at an angle and the prongs at the bottom stick in the charger. The phone slips from her fingers, bounces off the corner of the table, caroms off her foot, and skitters under the bed. Sarah turns, looks to the head of the stairs just as Junior turns the corner and Raoul thunders down the steps from four. She abandons the phone, grabs Sarah, and they lunge through the open doorway to the panic room. Junior and Raoul burst through the doorway to the bedroom, just a few steps away.

INT.  PANIC ROOM - NIGHT Meg and Sarah trip over each other coming through the doorway, they tumble to the floor of the panic room, the door wide open behind them. Meg spins around, hurls herself at the red button on the wall - - Junior leaps, sailing through the air toward them - - Meg SLAMS her open palm on the red button, the massive coiled spring that holds the metal door open is released, the steel barrier leaps forward out of the wall - - and WHANGS shut in a split - second.

INT.  MASTER BEDROOM - NIGHT Junior SLAMS into the closing metal door, banging his shoulder into it, and slithers to the ground, too late.

INT.  PANIC ROOM - NIGHT Meg rolls over and pulls Sarah into her arms, both of them breathing hard, asking each other if they're okay, scared out of their minds. But safe. She spots the telephone, the one with the special buried phone line. She lunges for it, snatches it from its cradle, listens for a dial tone. Nothing there either. MEG Damn it! SARAH It does n't work?! MEG Different phone line, I never hooked it up! She hurls it down, looks back at Sarah. She seems a bit pale, scared. She goes to her, holds her, reassures her.

INT.  MASTER BEDROOM - NIGHT Junior is slumped at the base of the door, livid, in pain, pounding on it with his fists, screaming `` NO!'' over and over again, crazy with rage. Raoul stands in the middle of the room, chest heaving, hands on his knees. Burnham finally walks into the room and stops in the doorway, looks from Raoul to Junior to the door to the panic room, figures out the situation. BURNHAM Tell me. tell me they're not in there. We rise up, above them, above the room, looking down on them, the rats - in - a - maze shot. We rise up further still, above where the ceiling ought to be, to look down on this room and the one beside it, the room behind the four inches of reinforced steel, the panic room in which Meg and Sarah kneel in the middle of the floor, holding each other tight. Standoff.

INT.  PANIC ROOM - NIGHT Very close on the metal door, from inside the panic room. An ear moves slowly into frame, presses against the cold steel. Listens. Meg pulls away from the door, shaking her head. MEG Ca n't hear a thing. SARAH What do they want? MEG I do n't know. Rob us. I do n't know. She sits back against a wall, looks around, at the tiny room. She's trying not to show how freaked out she is. SARAH What do we do? MEG Wait. SARAH What if they get in here? MEG They ca n't. They ca n't get in here. No. They ca n't. SARAH I heard you. MEG Feel okay? SARAH Yeah. MEG Shaky? SARAH Nope. MEG Chills? SARAH Huh uh. She checks her wristwatch, for some reason. SARAH Do n't worry about me. The implications being, worry about yourself. Sarah crawls over to the bank of video monitors, studies them. Meg crawls over to join her. They scan the screens. ON THE MONITORS, there are a dozen different views of the house. Front stoop. Kitchen. Dining room. Entry floor. Living room. Master bedroom. Den. Top floor bedrooms, both of them. Top two floor hallways. Even one with a shot of the inside of the elevator. The three intruders are gathered in the living room, standing in a tight circle, having a hell of an argument. Lots of gesturing, fingers jabbing in chests, but we ca n't hear a word. IN THE PANIC ROOM, Meg furrows her brow, noticing something interesting to the right of the video monitors. She slides over, studies a panel there with sixteen different buttons and a small grilled area. MEG Hey. Sarah joins her, looks at the buttons. Each one is labeled with a different room name - den, kitchen, master bedroom, etc.. Up in the corner there is a button that says `` ALL PAGE,'' down in the opposite corner there's a button marked `` TALK.'' Meg looks at Sarah. SARAH Go ahead. Meg is reluctant, frightened. Sarah is encouraging, for the first time. SARAH You can do it. Meg leans forward, clears her throat.

INT.  LIVING ROOM - NIGHT Burnham, Raoul, and Junior are standing in the half - darkened living room, in the middle of their argument, when a VOICE booms around them. MEG -LRB- O.S. -RRB- Excuse me. They practically jump out of their shoes, looking around for the source of the voice. MEG -LRB- O.S. -RRB- The police are on their way. Only Burnham has remained relatively calm. After he gets over the initial shock, he walks toward the tiny camera that's hidden in an upper corner of the living room wall and stares up at it. Raoul, who has taken off his ski mask, is careful to move out of the camera's range, and turn his back to it. MEG I suggest you leave. ON THE MONITORS, Burnham looks up at the camera and shakes his head, wagging a finger from side to side. He raises a hand, makes a gesture like a telephone, then wags his finger again. The message is clear - you do n't have a phone. IN THE PANIC ROOM, Meg is puzzled. MEG How'd he know that? She presses the talk button again. MEG -LRB- into speaker. -RRB- Take what you want and get out. That sounded fairly tough. She looks at the monitor again. ON THE MONITORS, the three of them have an urgent, whispered conference, then they all start patting their pockets for some reason, turning in circles, looking for something. IN THE PANIC ROOM, Meg and Sarah watch them, confused. ON THE MONITORS, Burnham holds up a finger to the camera - wait a second - while Raoul and Junior rush off screen, looking for something. Junior returns a moment later holding something and the three of them hunch over a box, working on something. After a moment, they break apart and Junior steps up to the camera holding a pad of paper. He shows it to the camera. On the top page, in big block letters, they've written. WHAT WE WANT After a suitable pause for reading, he turns to the second page, where four more words are written. IS IN THAT ROOM. IN THE PANIC ROOM, Sarah GASPS, Meg sits back. MEG `` What we want is in that room.'' SARAH They're coming in here, are n't they? MEG No, I told you, they ca n't. It's not a possibility. Angry, she sits forward and jabs the talk button. MEG -LRB- into speaker. -RRB- What do you know about this room? ON THE MONITORS, there is more frenzied writing, more arguing, and a first draft of a response torn up. Finally, Junior steps forward with another sign : MORE THAN YOU. IN THE PANIC ROOM, Meg's confidence is ebbing, but she does n't want to show it. She hits the talk button again. MEG -LRB- into speaker. -RRB- We're not coming out. We're not letting you in. Get out of my house. -LRB- clicks off. -RRB- SARAH Say fuck. MEG -LRB- into speaker. -RRB- Fuck. SARAH `` Get the fuck out of my house.'' MEG -LRB- into speaker. -RRB- Get the fuck out of my house! She clicks off again, looks to Sarah for approval, and gets it, sort of, in Sarah's half - smile. But Sarah's eyes go back to the screen. SARAH Answer. Meg follows Sarah's eyes back to the screen, where another message is being held up for them. ON THE MONITORS, the notepad says : WE WILL LET YOU GO. IN THE PANIC ROOM, Meg and Sarah speak at the same time. MEG Oh, please. SARAH Give me a break.

INT.  LIVING ROOM - NIGHT In the living room, her voice booms from the speaker. MEG -LRB- O.S. -RRB- Conversation's over. With an audible CLICK, she signs off. Burnham, Raoul, and Junior stand arrayed beneath the camera, staring up at it, dumbfounded. BURNHAM Got her right where you want her, Junior. JUNIOR Shut up. BURNHAM When you said you'd let'em go I thought she'd come running right out for sure. JUNIOR Shut up and let me think. He opens a pack of cigarettes, takes out a joint and lights it. BURNHAM I'm afraid to let you think, Junior. Things get worse when you think. -LRB- sniffs. -RRB- Oh, that's gon na help. JUNIOR -LRB- holding in a hit. -RRB- Okay, fuckball, you think. What are we gon na do? RAOUL What if she called the cops? BURNHAM She did n't. JUNIOR She said she did. BURNHAM She lied. Cops woulda been here by now if she called'em. Besides, Junior cut the phones. Burnham goes to the window and stares outside. He laughs, covers his face. RAOUL What the fuck is funny about this? BURNHAM God. RAOUL There is not one thing funny here. BURNHAM Who else but God could think this shit up? I spend ten years building those fucking rooms to keep people out, now I got ta figure out how to get in. God, man, He just loves the irony. JUNIOR Yes. Yes, it's all terrible ironic and amusing. You fuck. Now how are you gon na get us into that room? BURNHAM Ca n't. Whole point. Ca n't get in the room. RAOUL So what the fuck are we supposed to do?! BURNHAM Make her come out. And when she does, that's when we got ta be careful. She ca n't get out of this house. She ca n't even think she can get out of this house. We just keep them here and keep them quiet for forty - five minutes. And I do n't want. -LRB- Raoul. -RRB- Joe Pesci here standing over them with his fat sweaty finger on the trigger. That's a sure way for us to end up with two dead bodies and little puffs of smoke burning out of our heads up in Greenhaven. So we're gon na seal the place up. They wan na hole up in here? Fine, we'll help'em. Make it impossible for them to leave. Once they come out of that room. JUNIOR And why exactly would they want to come out? At the window, Burnham notices something sitting just outside the French doors, on the balcony. It's a large outdoor barbecue grill. He thinks, takes a step closer. He sees a white five gallon tank of some kind underneath the grill. BURNHAM Workin' on it.

INT.  PANIC ROOM - NIGHT In the panic room, Meg is sitting cross - legged on the floor, leaning against a wall, but Sarah is in motion, sorting through shelves, opening drawers. Every drawer has something in it, sealed under plastic. She opens and closes, sorts and lifts finds the following : Waterproof matches and lighters. Flashlights. Unopened packages of batteries. Sealed water bags stamped `` PURE FIVE YEARS FROM DATE.'' Tinned food. Flares. Pillows, fireproof blankets -LRB- we know because the bags are stamped FIREPROOF BLANKET -RRB-. A complete tool kit. As Sarah explores, she discovers something in the far wall at the end of the room, down on the floor at eye level. It's a small round portal, about eight inches across, with a four - pronged cloverlike seal. The portal is closed tight, as Sarah pokes and scrapes at it idly with a finger or two, it resists her attempts to crank it open. Meg notices. MEG Hey. Relax, okay? But Sarah keeps at it, feels along the edges of the portal, then all along the wall, looking for some kind of hidden switch that controls it. MEG I mean it, lie down. You get your adrenaline up and you know what's gon na happen. Sarah stops, looks at her mother, who is pale and wan, huddled in the corner. SARAH Are you freaking out? MEG Little bit. Yeah. Sarah looks around the room. SARAH Small space? MEG -LRB- nods, fast. -RRB- Do n't though. -LRB- talk about it, that is. -RRB- Sarah looks at her, thinks. It's not an unfamiliar situation, her needing to comfort her mother. SARAH Why did the chicken cross the road? MEG What am I, a five year old? SARAH Why did the chicken cross the road? MEG I do n't know, why? SARAH To prove he was n't chicken. Meg tries to push a smile across her face, but it's immediately dashes as she looks back at the video screens. Her eyes show alarm, staring at the kitchen. MEG What the hell are they doing?

INT.  KITCHEN - NIGHT The contents of one of the satchels is dumped out over the kitchen counter, every kind of tool imaginable, many that are unfamiliar to us. They sort through the pile, choosing things.

INT.  KITCHEN FLOOR - REAR DOORS - NIGHT At the French doors that lead to the garden, Burnham has a cordless screwdriver and a pile of long screws in his hand. He reaches up, drills a screw through the door, into the corner of the door frame. He does the same at the bottom of the door. He unlocks the doorknob, tries it. The screws hold the door fast. He moves on, to the next door.

INT.  PANIC ROOM - NIGHT In the panic room, Meg stares at the video screens, eyes wide, terrified. She watches them. Ca n't take her eyes off them. MEG -LRB- barely audible. -RRB-. locking us in.

INT.  LIBRARY - NIGHT In the library, in the front of the house, Raoul screws shut a window, driving the long screws into its frame. He looks out at the street, at two CLUBGOERS walking home. He pulls the drape.

INT.  PANIC ROOM - NIGHT Meg's hands are over her mouth, she's trembling, shaking her head from side to side. This ca n't be happening.

INT.  KITCHEN - NIGHT In the kitchen, Junior goes to the wall phone Meg used to call for pizza earlier. He cuts the phone wire with a knife. He stands there, staring at the phone, wiping the sweat from his palms on his pants. Not satisfied, he pulls the phone itself out of the wall, cuts the cord for the handset too.

INT.  PANIC ROOM - NIGHT Meg pushes herself back into the corner of the panic room, horrified. Sweat has broken out on her forehead, her whole body seems to vibrate. Sarah comes over, leans in front of her. SARAH Mom? But Sarah's voice is hollow, seems far away. SARAH Are you okay? Meg looks at her. As she watches, Sarah floats away from her. In fact, the entire room is floating away from her, elongating. And narrowing. Meg looks to the sides, and the walls do n't just seem like they're pushing in on her, they are pushing in on her. Meg opens her mouth, screams, but no sound comes out. Sarah stands up and bends over her, but now she's just a figure far away, all the way at the end of a long, impossibly narrow hall. SARAH -LRB- barely heard. -RRB- MOM?! MOM! Meg crawls out, into the middle of that hallway, to get away from the wall, but they both continue moving in on her. MEG Not here. not here. someplace else. someplace else. Her eyes roll back into her head, we see just the whites, and she loses her balance, falling over onto her back. We fall with her, move in tight on her face, and the dark hallway carpet beneath it turns to green, all green, grassy green. She sits up, looks around, and we realize she is in fact somewhere else, she's -

EXT.  GREAT LAWN - DAY - in the middle of the Great Lawn, in Central Park. She stands, turns in a circle, she's completely alone on the great green grassy plain in the middle of a beautiful spring day, tall buildings sparkling in the distance. Meg stretches her arms out, smiles, but far off in the distance, she hears a voice calling to her, dimly : SARAH -LRB- O.S. -RRB- Mom?! Mom! Meg ignores the voice, she's so happy to be out here, out in the open, in the beautiful wide open, she could stay here forever, she spins around, throws her head back, but there's that voice again, insistent : SARAH -LRB- O.S. -RRB- Mom, please! There is the sharp sound of a SLAP, and Meg's face abruptly jerks to the side. She touches her cheek, confused, as a hot red handprint rises up on it. What the hell was that? BAM! Now the perfect spring day is shattered suddenly by a deafening CRUNCH. The smile vanishes from Meg's face, she turns. Where did that come from? BAM! Another one, even louder. Meg's whole body winces at the sound. BAM! A third one, and on this one Meg falls to her knees, covering her ears, walls spring up around her, right there on the Great Lawn, we rush in on her, the walls close in, and she's right back -

INT.  PANIC ROOM - NIGHT - in the panic room, where she always was, and that pounding is real, it's right outside the door, it's like somebody's trying to smash their way right through the wall. Sarah is right over Meg, holding her by the arms, and that handprint on Meg's face is real, Sarah must have slapped her to try to bring her out of it. SARAH THEY'RE COMING IN! THEY'RE COMING IN! Meg looks to the wall, watches it seem to vibrate as another deafening BANG crunches into it from outside. BAM! BAM! BAM! The sound is deafening. Sarah throws both hands over her ears. Meg looks around, still disoriented. SARAH YOU CA N'T DO THAT! YOU CA N'T FREAK OUT LIKE THAT! YOU HAVE TO STAY HERE WITH ME! MEG I am. I'm here. SARAH YOU HAVE TO! MEG I'm here. I'm here. They huddle there, terrified. Meg blinks, wipes the sweat from her forehead, begins to come back around. She turns her head, sneaks a look at the funny wristwatch Sarah wears, tries to look without her daughter knowing. It's not an ordinary watch, it only has one number, a tall, flashing digital display : 120 Meg nods, as if reassuring herself. MEG We're fine. We're okay. She turns, looks at the video monitors to see what the hell they're doing out there.

INT.  MASTER BEDROOM - NIGHT BAM! In the master bedroom, a claw hammer CRUNCHES into the sheetrock on the outer wall of the panic room. The intruders are in the master bedroom now, and Burnham is like a man possessed, tearing at the sheetrock with the sharp end of the tool while Junior shines a flashlight into the hole. As the sheetrock tears away, we see the skeleton of the wall behind it. There's a latticework of two by four studs, and beyond those the dull shine of the wall's metal core. But that's not what he's after. He continues tearing, reveals an air duct running through the wall, feeding into the panic room through a welded hole in the steel. Burnham tears away with the hammer, exposing a short section of the duct. CLANG! The claw hammer drops into an opened toolbox. Burnham drops to his knees, rips open another tool case. This one has a sophisticated looking power drill in it, along with a couple dozen specialized bits. He selects one, twists it into the drill. At the wall, Burnham puts drill to metal and hits the switch. A horrendous METAL SCREECH fills the air and the drill bit tears into the duct, opening up a jagged hole about the size of a quarter. Raoul hurries through the doorway of the bedroom, carrying a coiled garden hose. Burnham snaps his fingers for it, Raoul tosses it to him, holding one end, and the hose uncoils in the air as it snakes across the room. Burnham shoves the end of the garden hose into the hole he's just drilled in the air duct. RIP! He tears off a length of duct tape and seals the connection, makes it airtight. SLIT! Using a large hunting knife, Raoul hacks a ten foot section of the garden hose off the coil. He stretches it out, across the room, to the white five gallon tank we saw before, which is now sitting on the floor up here. We move in close as Burnham snugs the cut end of the garden hose over a spigot at the top of the tank. Red block letters are easy to read on the side of the tank. PROPANE CAUTION - FLAMMABLE Along with a number of other dire warnings. Burnham raises his hand to the knob, hesitates, does n't really want to do this, but does n't stop himself either. He spins it open. Halfway. JUNIOR Open it. BURNHAM I did. RAOUL He said open it. BURNHAM Just sending a message. She'll get the point. Gas HISSES through the spigot and into the hose. We follow along the length of the hose, across the floor of the room, through the hole in the sheetrock, into the hole that's been drilled in the air duct - INSIDE THE WALL - through the wall itself, where we see the horizontal lines of an air vent up ahead. We squeeze between two of the horizontal lines -

INT.  PANIC ROOM - NIGHT - and come out in the panic room. Three red streamers, tied to the air vent, flap to life as the gas HISSES into the panic room. Directly underneath the vent, Meg is hunched up against the wall, her arm around Sarah. She sniffs. Again. Sarah sniffs. They look at each other. She looks up. Sees the streamers floating above her. She leaps to her feet, steps up onto a shelf, and stretches her nose toward the streamers. Just as she does -

INT.  MASTER BEDROOM - NIGHT Near the tank, Raoul shoves Burnham out of the way. RAOUL We ai n't playin', here. He cranks the valve handle of the grill open all the way. The gas pours into the hose with an audible WHOOSH.

INT.  PANIC ROOM - NIGHT Meg, at the vent, falls back, two lungfuls of propane, and drops to her knees on the floor. SARAH What, what, what is it?! MEG On the floor! Get on the floor! Now Sarah coughs. The gas is pouring into the room.

INT.  MASTER BEDROOM - NIGHT Raoul is standing guard over the tank, to make sure no one messes with the valve. BURNHAM Look, do n't be stupid. Junior has his head pressed against the door to the panic room, trying to hear any sounds from within. JUNIOR Be quiet. BURNHAM We're trying to scare them, not kill them! JUNIOR They're coughing. BURNHAM They're gon na die in there! JUNIOR Nobody is gon na die, man, will you please have the balls to follow through with a good idea? Think about it, what would you do if you were them, stay in there and choke to death, or come out?! Huh? We're just getting them to come out for forty - five minutes, forty - five fucking minutes! The worst that's gon na happen is they pass out, we drag'em out here into the fresh air, and they'll be fine. BURNHAM Junior, you gigantic idiot, how are we supposed to get into the room if they pass out? Pause. Junior turns to Raoul. JUNIOR Cut it back a little bit. RAOUL No fucking way. JUNIOR He's right, we ca n't get into the room if they're dead!

INT.  PANIC ROOM - NIGHT Meg and Sarah are down on the floor, rags covering their mouths, trying like crazy to filter the air, but it's not working. Sarah is crawling around the base of the wall, near to where she was before, clawing at the strange portal thing again. Finally, she finds a small metal handle, folded back into the clover - leaf seal on the portal. She unfolds it, twists it. The portal cranks open, revealing it to be at the end of a tube, about a foot long, an emergency ventilation source directly through to the exterior of the house. She bends down and looks through it. It's covered by a metal mesh at the opposite end, but she can see and smell the outside through it. She sits up, gestures to her mother to bend down next to her. She does, and they both jam their mouths up near the end of the tube, gulping fresh air greedily. Meg looks at Sarah, good job, and they both drop to the floor at the portal and suck air. It's temporary, but it works.

INT.  MASTER BEDROOM - NIGHT In the master bedroom, the debate has turned physical. Burnham lunges across the room at Raoul, to get his hands on the valve, to turn off the gas. But Raoul catches him and hurls him aside. Burnham SLAMS into the wall, bounces off and SCREAMS at Raoul, who SCREAMS right back. Junior leaps into the middle, trying to break it up, to get them to shut up, keep their voices down. It's bedlam.

INT.  PANIC ROOM - NIGHT In the panic room, Meg knows this ca n't go on forever. She turns away from the portal, looks up at the vent, where the streamers still stream. She looks to the other side of the room, to where Sarah found the waterproof matches and lighters. She thinks. Takes a deep lungful of fresh air from the tube and crawls over to the lighters. She selects one, snatches up a screwdriver. Sarah looks at her, has a vague idea of what she's thinking, but ca n't believe it. She shakes her head vehemently. In response, Meg picks up two or three of the fireproof blankets and piles them over Sarah, right up to her disbelieving eyes. She bends down, takes another gulp of air. but she's getting woozy. This ca n't go on much longer. She staggers across the room, hoists herself back up onto the shelf she stood on before, and gets right up next to the vent. Holding her breath to avoid breathing the toxic gas, she unscrews the vent cover. The duct is wide enough to put your arm in. She reaches in, past a bundle of multicolored wires that run down through the wall. She reaches all the way in, lighter in hand. INSIDE THE DUCT, we see her hand crawl in, lighter clenched between her fingers. She raises a thumb to the flint wheel, cranks it once. Too slow. Not even a spark. Her hand shakes. She tries again. Still no spark. But with the effort and the angle, when she thumbs the lighter it makes her hand twitch, banging up against the sides of the duct with a hollow BOOM.

INT.  MASTER BEDROOM - NIGHT Burnham turns abruptly. He turns around. They all freeze, listening. He hears it again. The hollow BOOM, coming from inside the wall. Now a third time. He walks forward, slowly, toward the wall. BOOM. He moves closer, gets right up next to the wall. He leans into the wall, putting his ear right up next to the air duct. This close, he hears the sound in more detail, realizes it's two sounds. SCRATCH. BOOM. He arches an eyebrow. INSIDE THE DUCT, Meg's hand is trembling, tiring. She tries again, thumbs the flint wheel. It SCRATCHES as it rolls, her hand twitches, BOOMS against the side of the duct. Still, the gas HISSES through. IN THE PANIC ROOM, Meg's face is turning color, she's running out of air. Her feet tremble on the shelf, she's about to lose her footing. INSIDE THE DUCT, she tries again. SCRATCH. BOOM. IN THE BEDROOM, Burnham's eyes suddenly pop wide as he identifies the sound. BURNHAM Oh. He tears himself away from the wall - INSIDE THE DUCT, - Meg's thumb tenses for one good hard turn - IN THE BEDROOM, - Burnham leaps through the air, hurling himself toward the propane tank - INSIDE THE DUCT, - Meg cranks the wheel, a spark sparks, a flame flames, and a hot blue cloud shoots out in two directions, one toward the panic room, the other toward the bedroom. IN THE PANIC ROOM, Meg jumps off the shelf, throwing herself as far away from the vent as she can, her arm engulfed by licking blue flame. She drops to the floor of the room, covering her daughter's body just as the entire ceiling of the panic room turns into a lake of fire with a deafening WHOOMP. The fluorescent light tubes EXPLODE, showering glass everywhere. IN THE BEDROOM, the blue flame shoots out of the wall, into the hose, through the hose, backing up toward the tank. Burnham CRUNCHES to the floor next to the tank, knocking the other end of the hose away from the spigot just as the blue flame erupts from the end of the hose. The flame engulfs his entire body, his hair starts on fire, his chest, his arms. Raoul lunges forward, Junior tears the blankets from the bed and throws them over him, Burnham HOWLS and rolls on the floor in pain. IN THE PANIC ROOM, the blue cloud on the ceiling suddenly evaporates with another angry WHOOMP, leaving a few little pockets of flame that Meg extinguishes by swatting with a blanket. Only one of the fluorescent lights is left intact ; it casts a flickering, uneven light on the room. She stands in the middle of the still - smoky panic room, breathing hard. She shouts, SCREAMS incomprehensibly, making no sense whatsoever. She stops, noticing the look Sarah is giving her. Wide - eyed admiring, frightened, you are an insane woman. Meg looks to herself. Her arm is signed, the hair burned off. The sleeve of her T - shirt is burned back to the shoulder. Her face is sooty, blackened. Meg GRUNTS, half frightened by herself.

INT.  MASTER BEDROOM - NIGHT Out in the bedroom, it's worse for Burnham, who has lost most of his hair and shirt. But his skin is n't badly burned, which is something, I guess. Still, he's in a rage. He POUNDS the metal door of the panic room. BURNHAM I'M COMING IN THERE, BITCH, I AM COMING IN THERE! I AM COMING IN THERE!

INT.  PANIC ROOM - NIGHT Meg whirls, goes to the door herself, SCREAMS right back. We can hardly make out a word she's saying, but it sounds threatening. Suddenly, she stops, hearing something else. Outside the door, Burnham continues to rant, but there's a second sound, a sound coming from the long wall of the panic room, the wall that's shared with the brownstone next door. It's a faint - very faint - POUNDING sound, along with a high pitched, complaining voice, so faint it can hardly be heard. Sarah hears it too. SARAH Neighbor! Meg and Sarah leap as one, facing the common wall, SHOUTING at the tops of their lungs - get help, call the police, please, call the police, that sort of thing. They shout and shout, but the soft pounding continues, and if their voices are as soft on the other side as the COMPLAINING VOICE is on this side, they have no hope. Their voices crack and they begin to cough, too irritated by the gas to shout for very long. Long after they stop, the soft POUNDING from next door continues. Their pleas are not heard.

INT.  MASTER BEDROOM - NIGHT The Intruders have stopped their racket too, and are listening carefully at the common wall. Eventually, the soft POUNDING stops, the complaining voice complains no more. Burnham stands there, in pain. Things are falling apart. Raoul stands in the doorway, silhouetted by the hallway light. He draws himself up to his full, bulky height. He's big. RAOUL -LRB- to Junior. -RRB- We're gon na talk. Downstairs. Junior nods and starts out. Raoul lets him pass, but when Burnham tries to follow him, Raoul puts a big hand on his chest stopping him. RAOUL You stay. Make sure she do n't come out. Burnham swallows. But stays. Raoul turns, follows Junior downstairs. As he descends, he looks up, making eye contact with Burnham. And holding it. Something on his mind, that's for sure.

INT.  PANIC ROOM - NIGHT THUNK. Meg's head falls back against a wall ; she sags to the floor, legs folded in front of her, completely drained. But Sarah's not drained, Sarah's full of nervous ingenuity, rustling around through the stuff in the panic room, an idea forming in her head. She finds a powerful - looking flashlight and loads it up with batteries. She tries it, flashing around the room. Halogen bulb, very powerful, hurts her mother's eyes as she flashes it past. Meg watches her. What's she up to? Sarah lays on the floor in front of the ventilation tube she discovered earlier. She squints through it. THROUGH THE TUBE, she can see out of the house, into the courtyard behind the brownstone. About thirty yards away she can see the backs of the brownstones on the next block, and directly across -LRB- because the tube does n't leave much room for lateral vision -RRB- she can see straight into somebody's bedroom. There's a light on. A SLEEPING MAN is in bed, an open book on his chest. IN THE PANIC ROOM, Sarah sits back. She grabs the flashlight, looks for a little button on the top, the kind you can flick the flashlight on and off with. Shining it on the wall of the panic room, she flashes it at a wall, three times, on and off. Satisfied, she turns back to the tube. Meg, curious, crawls across the floor to join her. Sarah shoves the flashlight all the way into the tube, leaving enough room on either side of it for them to see through. Meg lays down flat, squints into the tube, Sarah alongside her. She looks at her daughter, curious - your plan? Sarah reaches into the tube, finds the little flash button on the top of the flashlight. THROUGH THE TUBE, the piercing halogen beam begins to flash, across the courtyard and into the bedroom of the Man in the bedroom. The light flashes on the wall over his bed. The flashes are in a rhythm. Short. Short. Short. Long. Long. Long. Short. Short. Short. IN THE PANIC ROOM, Meg turns to Sarah, impressed. MEG Morse code? SARAH -LRB- nods. -RRB- Dot dot dot, dash dash dash, dot dot dot. MEG Where'd you learn S.O.S? SARAH `` Titanic.'' THROUGH THE TUBE, the flashes continue - dot dot dot, dash dash dash, dot dot dot. But the Man continues to sleep, the light on the wall behind him has no effect. IN THE PANIC ROOM, Sarah is frustrated. She adjusts the flashlight. THROUGH THE TUBE, the beam of light lowers jerkily from the wall until it is shining directly into the Sleeping Man's eyes. IN THE PANIC ROOM, Sarah strains to keep the light in that perfect spot. She's starting to sweat. Meg leans over, sneaks a peek at the watch Sarah wears on her left wrist. The readout : 114 THROUGH THE TUBE, the Sleeping Man stirs. Opens his eyes. Winces from the light, which is flashing directly in his eyes. IN THE PANIC ROOM, MEG Got him! SARAH Come on, come on. THROUGH THE TUBE, the Sleeping Man sits up. Raises a hand, trying to block the light, which keeps flashing on him. He gets up, out of bed. He comes to the window. IN THE PANIC ROOM, MEG Yes, yes, yes, yes. Sarah keeps it up, flashing faster. THROUGH THE TUBE, they see the Man come all the way to his window. He leans against it, cups his hands so he can see better. The flashes continue, right on top of him now. Clearly, the Man is reading the flashes! He takes a steps back from the window - - gives them the finger - - and angrily yanks shut his drapes. A moment later, the light goes out and the room is black. IN THE PANIC ROOM, Meg and Sarah drop their heads to the carpet, defeated. Sarah rolls over, knocks the flashlight away, stares up at the ceiling. Meg puts a hand in her hair. It was a good idea. SARAH We're never getting out of here. MEG Shhh. She looks at the wristwatch again. 103 She's concerned.

INT.  MASTER BEDROOM - NIGHT Burnham is concerned as well. He's still in the master bedroom, but barely, he's standing in the doorway, straining like hell to hear a conversation that Junior and Raoul are having in the foyer, one floor one. They're trying to keep their voices down, but stray words float up through the open stairwell - words like `` him'' and `` warning'' and `` dangerous.'' Burnham chews a fingernail. If only he could get closer. He throws a look back at the door to the panic room. He looks back out the bedroom door. Listening.

INT.  FOYER - NIGHT Junior and Raoul are huddled together in the foyer. They're keeping their voices low, but their conversation is heated. JUNIOR We're not gon na do anything about him, he's fine. RAOUL If you think I'm gon na let my half of the fourteen million bucks slip away because of - JUNIOR `` Half?'' What did you, take a nap in math class? Three people, three shares, one third. Four point six six six repeating. RAOUL I'm just saying, the man is a problem. And he's your problem. Was n't me idea to bring him along. JUNIOR That's right, Raoul, it was n't your idea, none of this was your idea, it was mine, it's my family we're ripping off, it's my prick grandfather who built that fucking room, it was my idea to get the plans, I found the floor safe, and it was my idea to ask a guy who builds these rooms to help break into one! Me, me, me, I, I, I, at no point did I say `` you'' or Raoul,'' got it? RAOUL He puts his hands on me again I'll bury a slug in his ear. JUNIOR No, you will not, because without Burnham there's no way in hell we're gon na get into that safe, so as far as I'm concerned he can paint your ass blue and run it up a flagpole and you wo n't lay a finger on him, you understand me? RAOUL Do n't take no tone of voice with me, Homes. JUNIOR What is this shit you're talking all of a sudden? You're a bus driver, `` Homes,'' you live in Flatbush, so please do n't start spouting some Elmore Leonard shit you just heard because I saw that movie too, ON THE VIDEO MONITORS, Junior and Raoul are visible, still arguing in the foyer. On the next monitor over, Burnham is visible, standing in the master bedroom doorway, listening. IN THE PANIC ROOM, Meg is watching the monitors, thinking. She notices something, sits forward abruptly, looking at the monitor that covers the master bedroom. She squeezes right up close, staring at the screen. ON THE MONITOR, we peer closely at the box next to her bed, the one she was using for a night table. On top of the box, she sees the charger for her cellular phone, sitting empty. IN THE PANIC ROOM, Meg sits back, eyes alive with an idea. If only she could get to that phone, which must be still under the bed. She looks back at the monitors, at Burnham lingering in the doorway to the room. MEG Damn. She turns away from the monitors, to check on Sarah, who's settled into a corner of the room, looking pale.

INT.  MASTER BEDROOM - NIGHT In the bedroom, Burnham is desperate. The argument downstairs is entering round two, and he's got to hear what they're saying. He takes a few steps out of the bedroom -

INT.  THIRD FLOOR HALLWAY - NIGHT - and comes into the hallway. He leans over the stairwell. Where he's standing, he is directly under the camera that covers the hallway - ON THE MONITORS, - and ca n't be seen on the monitor that covers the hallway. IN THE PANIC ROOM, Meg turns back from Sarah, to look at the monitors again. She see Burnham is no longer in the bedroom. And does n't appear to be in the hallway, either. MEG Oh yes, yes. She looks at another monitor. ON THE MONITOR, she sees Junior and Raoul in the foyer. IN THE PANIC ROOM, Meg sits back. That leaves Burnham unaccounted for. MEG the hell is he? IN THE HALLWAY, Burnham is still lingering under the camera. IN THE PANIC ROOM, Sarah has come forward to the monitors as well. SARAH Do it. MEG Yeah, but where's the third guy? SARAH Not in the bedroom. Do it! Meg goes to the door, raises a hand to the green `` open'' button. Hesitates. IN THE MASTER BEDROOM, we see Burnham, lurking in the hallway, just about six feet from the door to the panic room. Do n't open that door! IN THE PANIC ROOM, Meg wipes sweat from her palm. MEG If it looks like I ca n't get back, just close the door. SARAH No. MEG Close it! Sarah nods, looks back to the button. IN THE HALLWAY, a shouted CURSE rises up from downstairs. Burnham takes a step toward the stairs. ON THE MONITORS, he suddenly appears, in the hallway. IN THE PANIC ROOM, Sarah sees it. SARAH WAIT! Meg freezes. She looks at the monitor, wide - eyed. Close one. IN THE HALLWAY, Burnham ca n't take it anymore. BURNHAM Oh, hell. He turns and takes off down the stairs. ON THE MONITORS, Burnham flies down the stairs and appears in the foyer, next to Junior and Raoul. IN THE PANIC ROOM, Meg and Sarah see all three men accounted for, downstairs. SARAH GO GO GO! Meg leaps up, runs to the door, and punches the green button.

INT.  MASTER BEDROOM - NIGHT The door begins to crank open, Meg slips through the gap sideways before it's even all the way open. She darts across the room - - slides to the floor next to the bed - - and flattens herself, reaching underneath it to get the phone. Damn, that phone slid far, it's right in the middle, would n't you know it. IN THE FOYER, the three men hear her footsteps, as one, they take off for the stairs. IN THE MASTER BEDROOM, Meg continues to stretch, her fingers inches from the phone. ON THE STAIRWELL, feet race up toward her - IN THE MASTER BEDROOM, Meg's fingernails paw the phone, pull it closer to her. She grabs it, stands - IN THE HALLWAY, the three men come off the stairs and race toward her, they see her as she lunges across, toward the panic room, she hurls herself through the door - IN THE PANIC ROOM, - and Sarah SMACKS the red button. The steel door closes with a deafening WHANG. Safe. IN THE ENTRYWAY, the echo of the metallic WHANG reverberates through the house.

INT.  PANIC ROOM - NIGHT In the panic room, Meg punches 9 - 1 - 1 on her cell phone with trembling fingers.

INT.  MASTER BEDROOM - NIGHT The big empty charger cradle is in the foreground when the three men burst into the room. Burnham stops in the middle of the floor, turns in a frantic circle. BURNHAM What'd she get, what'd she get, what'd she get. His eyes fall on the empty charger. BURNHAM Cell phone. JUNIOR Shit!

INT.  PANIC ROOM - NIGHT Meg raises the cell phone to her ear - - and gets a rapid busy signal. MEG Oh, no. No, no, no no no no no. She looks at the phone. It's showing just one signal bar, and even that one is flashing on and off. MEG Oh come on, come on, come on. She walks around the room, raises the phone high and low, trying crazily to find a signal. But ca n't.

INT.  MASTER BEDROOM - NIGHT In the bedroom, Burnham stands just outside the door, fingertips lightly resting on it, the ghost of a smile on his face. BURNHAM -LRB- softly. -RRB- I do n't think we'll be talking on our cell phone from in there.

INT.  PANIC ROOM - NIGHT Inside the room, Meg does n't seem upset. Rather, she's staring at the cell phone in her hand, thinking. Remembering something. MEG Wires.

INT.  MASTER BEDROOM - NIGHT At the same moment, Burnham is having the same thought. He's still at the door, fingertips still resting there. BURNHAM Phone.

INT.  MASTER BEDROOM - NIGHT Burnham looks down, at the baseboard below. What is he looking at?

INT.  PANIC ROOM - NIGHT Meg steps up, onto the shelf she climbed earlier, and comes up next to the vent. SARAH What are you doing? MEG I saw something, I saw. In the vent, alongside the duct, she sees the bundle of multicolored wires she saw earlier. MEG phone wires! She jumps down off the shelf, goes to the tools, starts searching for something. MEG I may not have hooked up the phone in here, but I hooked up the main line, and there's a jack at the base of this wall outside, I saw it!

INT.  MASTER BEDROOM - NIGHT Yes, that is correct, there is in fact a jack in the base of the wall outside the door to the panic room. Burnham bends down into frame, studying it, thinking the same thing she is. He clears his throat. BURNHAM Say, while we're on the subject of phones. He turns, looks up at Junior. BURNHAM When I said cut the line, did you cut the main line at the junction box in the basement like I said, and which I repeated, or did you just cut the cord on the phone in the kitchen? Pause. Swallow. JUNIOR I, uh, I. Shit. JUNIOR hit a little snag finding the one in the basement. Shit. Pause. Then, as if a starting gun has been fired, Burnham leaps to his feet and races out of the bedroom.

INT.  PANIC ROOM - NIGHT That same starting gun has been fired in the panic room. With a strong RIP, Meg pulls the whole bundle of multi colored wires out of the wall and drops onto the floor with it. She trusts it at Sarah, finds a wire cutter in the assorted tools, and gives her that too. MEG Strip'em, expose the ends, try blue first, blue is phones! SARAH Blue is phones? MEG Yes, no, I do n't know, do'em all! While Sarah goes to work on the wires, Meg turns to the phone itself, the one with the buried phone line that is n't working yet. She rips the phone out of its housing, tears free the wire on the end of it.

INT.  ENTRY FLOOR - NIGHT Burnham flies down the stairs from the third floor, races across the foyer, flies down the stairs to the kitchen floor.

INT.  KITCHEN - NIGHT Burnham races across the kitchen floor, whips open a door and heads down another, narrow, darkened stairway.

INT.  PANIC ROOM - NIGHT Meg and Sarah are like animals, clawing and tearing at the ends of their respective phone cables, foregoing tools and stripping the wires with fingers and teeth, it's faster. With the phone receiver cradled on her shoulder, Meg starts twisting the ends of wires onto the exposed ends of the wires from the phone unit. First wire - nothing. She tries a second wire.

INT.  MECHANICAL ROOM - NIGHT Burnham SLAMS open the door to a dark room, pulls the string on a bare bulb. Burned out. BURNHAM God damn it! Without light, he ca n't see a thing. He SMACKS the bulb, it swings wildly, SMASHES on the cement wall. He turns and races out of the room.

INT.  PANIC ROOM - NIGHT Meg tries another wire. Still no dial tone. Sarah shoves another wire at her. She tries again. Nothing. She moves on.

INT.  LIVING ROOM - NIGHT Burnham slides to his knees, snatches a flashlight from his duffel, leaps up and takes off again.

INT.  PANIC ROOM - NIGHT Another wire. Nothing. Another wire. DIAL TONE! Meg SHRIEKS and punches 911.

INT.  STAIRWELL - NIGHT Burnham flies down the stairs, flashlight beam bouncing crazily in front of him.

INT.  PANIC ROOM - NIGHT The phone is ringing. An operator picks up. OPERATOR 911 emergency - MEG I'm at 26 West - OPERATOR - please hold. It's a mechanical voice, which gives over to MUZAK. MEG NO!

INT.  MECHANICAL ROOM - NIGHT Burnham BANGS through the door again, starts searching the darkened mechanical room, shining harsh light around its dingy walls.

INT.  PANIC ROOM - NIGHT MUZAK continues to play. MEG Damn it! No more time to hold. Meg hangs up the phone, dials another number, a seven digit one she knows by heart. SARAH Call Dad! MEG On it!

INT.  MECHANICAL ROOM - NIGHT In the mechanical room, the bouncing flashlight beam falls on a metal cabinet across the way. Burnham runs to it, flings it open. Circuit breakers. SLAMS it shut.

INT.  PANIC ROOM - NIGHT Meg listens as a phone rings on the other end. And rings. And rings again. This is torture.

INT.  MECHANICAL ROOM - NIGHT Burnham turns, sees another, smaller metal box, this one clearly labeled : PHONES

INT.  PANIC ROOM - NIGHT On the other end of the phone, a husky MALE VOICE answers ; clearly he's been awakened. VOICE Hello? MEG Listen to me! There are three -

INT.  MECHANICAL ROOM - NIGHT With a subhuman ROAR of anger, Burnham rips the entire phone panel off the wall with his bare hands.

INT.  PANIC ROOM - NIGHT With an abrupt SHRIEK, the line goes dead. Meg pauses, ca n't believe it. MEG Hello? Do n't. are. She looks up, see Sarah looking at her, her eyebrows arches, her face all hope. Meg keeps her cool, but it take a hell of an effort. Sarah reads her face. She turns away. She hangs up the phone. Sarah goes to a corner of the room, faces away from her. Meg does n't know what to say. MEG He'll do something. SARAH Uh uh. MEG He'll know we're in trouble. He heard me, I said `` There are three.'' SARAH He wo n't even know who it was. MEG What would you think, in the middle of the night? I mean, three what, three bears? He'll call the police. SARAH Stop it. MEG He's just across the park, this is why we got places so close to each other, in case we needed each other, we're still a family, he'll help us. SARAH He - MEG He WILL. She practically shouted. Sarah drop her head into her arms. MEG I'm sorry. SARAH I'm sorry. MEG Why? SARAH I was trying not to tell you. MEG What? SARAH I'm dizzy and thirsty. Meg blanches. This is very bad news.

INT.  MASTER BEDROOM - NIGHT Tired, Burnham drags himself back up the stairs and into the doorway of the master bedroom. Raoul and Junior stand there, staring at him. Long pause. JUNIOR She's never coming out. BURNHAM Hey. JUNIOR And we're never getting in. BURNHAM Do me a favor and do n't talk. JUNIOR Jesus, what was I thinking?

INT.  PANIC ROOM - NIGHT Meg has torn open one of the water packets and is trying to get Sarah to drink, but the little girl has gone completely pale and seems to have lost some of the strength in her neck, she's having trouble holding her head up. Most of the water runs down her chin. MEG Come on, come on. stay with me. you got ta drink. She takes Sarah's hand, checks her wristwatch thing. The readout is now 82 She swallows. She grabs Sarah by the face. MEG Okay, listen, honey, you went double digit here, you must have been shooting out adrenaline like crazy, we got ta bring your blood sugar back up, okay? Can you hear me? SARAH I'm dizzy, not deaf. MEG Hey, she's still a smart ass, excellent sign. Did you see any sugar in here? Any candy bars, anything sweet? SARAH Huh uh. MEG Okay, you just got ta calm yourself down, that's all, just stay calm and your adrenaline will go back to normal and you'll be fine. SARAH What if I keep dropping? MEG Not an option. SARAH What if I do?

INT.  MASTER BEDROOM - NIGHT In the bedroom, Junior has had enough. JUNIOR We're leaving. RAOUL The hell we are. BURNHAM Hey man, after all we went through I am not walking out when we're this close. JUNIOR Close? Are you insane? We're nowhere near close! Fuck this, I'll make an anonymous phone call on Monday, they'll find the floor safe, and I'll inherit the shit. Little piece of it, anyway, it's better than nothing. BURNHAM What about us? Junior thinks, then pulls out his wallet. He thrusts a fistful of bills at them. JUNIOR Here. For your time. They both just stare at him. JUNIOR Five hundred bucks here. Neither one of them moves to take it. Junior shurgs, drops it on the floor. JUNIOR Suit yourself. RAOUL Nobody leaves. JUNIOR Observe. He heads for the door, expecting Raoul to block him, but as he draws close - - Raoul just steps out of the way. Junior passes through and heads for the stairs. BURNHAM We're not leaving. I'm getting in that room, and I'm opening that safe. JUNIOR Lookin' doubtful there, Big Guy, but ten out of ten for attitude. And he disappears, down the stairs, Burnham still pleading with him.

INT.  PANIC ROOM - NIGHT Meg rifles the foodstuffs that are stored in the room. Sarah, in the corner, is starting to tremble. SARAH What if I spazz out? MEG -LRB- forced calm. -RRB- No biggie, we've been through it a dozen times, I just jab you with the Glucogen. Pause. She keeps looking. SARAH Where is the Glucogen? MEG Oh, you know, it's uh. it's in the little fridge in your room. SARAH -LRB- pause. -RRB- I'm sorry, Mom. MEG Hey, quit apologizing, you're starting to sound like Grandma. You're not gon na have an attack. Okay? SARAH Okay. She lays back, oddly passive, her lips changing color. She stares at the monitors.

INT.  LIVING ROOM - NIGHT Junior strides into the living room, purposefully. He tosses some tools into his duffel bag and heads for the stairs down to the kitchen. Burnham is behind him. BURNHAM Would you wait? Would you please just wait a minute? But Junior heads down. Burnham follows. Raoul is just coming down from upstairs.

INT.  KITCHEN - NIGHT Junior reaches the door of the kitchen, tries to open it, realizes it's screwed shut. He takes out a screwdriver and starts unscrewing the screws. Burnham stops at the stairway. BURNHAM You walk out that door and you lose your share of the money. JUNIOR Yeah, whatever. BURNHAM I mean it! JUNIOR Adios. He gets the last screw out, throws open the door, and BLAST of wind gusts in, it's a blustery night out there, he takes a step into the doorway - - and with a quiet PFFFT from right behind Burnham, a bullet whizzes across the kitchen and hits Junior in the back of the head. He crumples, right in the open kitchen doorway. Burnham SHOUTS incoherently and turns. Raoul is standing there, two steps up, a silencer twisted onto the barrel of his gun. RAOUL Nobody leaves.

INT.  PANIC ROOM - NIGHT Sarah is staring at the video monitors, eyes wide. She raises one trembling finger, points at the kitchen monitor, tries to mouth the words, ca n't. Meg looks up.

INT.  KITCHEN - NIGHT Burnham is freaking out, but trying to stay calm. BURNHAM Oh God. oh, my God. Raoul walks past him calmly, grabs Junior by the ankles, and drags him back into the house. He turns, looks at Burnham, whose jaw is dropped in horror. RAOUL You should see the look on your face. BURNHAM The fuck did you do that for?! RAOUL Fuckin' asshole, thinks he knows me. Drives his German car up to 125th Street a couple of times, buys a few rounds, thinks he's a tough guy, thinks he knows me. -LRB- to the corpse. -RRB- You do n't know one thing about me! While Burnham stares down at the body in shock and Raoul stares at Burnham, his back to the outside, a small, thin VOICE comes from the still - open doorway. VOICE What the h - They turn. A man, fiftyish, stands there in hastily thrown on clothes, staring down at the dead body in mute shock.

INT.  PANIC ROOM - NIGHT Meg, watching the monitors with Sarah, GASPS as she sees the man, whose name is HARRIS. While she and Sarah watch - ON THE MONITORS, - they see the silent image of Harris, set upon by Raoul, who grabs him roughly and drags him inside. Burnham hurries to the door -

INT.  KITCHEN - NIGHT - and SLAMS it shut. He puts his back to it, thinking, terrified, things are spinning out of control, fast. Raoul, in the middle of the kitchen floor, is venting some more of his rage on Harris, whom he has hurled to the floor. He lands a solid boot in the side of Harris's head, leaving him GROANING in pain, completely disoriented. Harris rolls groggily into the spreading pool of blood coming from underneath Junior. BURNHAM Stop it! Stop it! RAOUL -LRB- turning on him. -RRB- Who's the clown now? Huh?! Who's the fucking clown now?! He pulls his gun, shoves it into Burnham's eye, hard, we can hear the faint SIZZLE of skin burning. BURNHAM Me. I am. RAOUL That's right. BURNHAM Burning me. It's burning my eye. RAOUL I have the gun. BURNHAM Yes. RAOUL Remember that. BURNHAM Please. Raoul pulls the gun back, just an inch. The skin around Burnham's eye is an angry red. His eyes dart, strain to look over at Harris, MOANING on the floor. And at Junior, dead. BURNHAM What? What do you want me to do? RAOUL What do you think? Get us into that room. BURNHAM I ca n't. Raoul pushes the gun barrel back into Burnham's eye socket. RAOUL You can. You're full of ideas. You just need to squeeze one out. BURNHAM I ca n't. RAOUL You got till the count of three. Then you end up like him. He tilts his head over to Junior, whose brains are spreading out on the kitchen floor. RAOUL One. Squeeze. BURNHAM This is ridiculous. RAOUL Two. Squeeze harder. BURNHAM I ca n't just. RAOUL Th - BURNHAM Okay, okay! Okay. RAOUL You got an idea? BURNHAM Yeah. Yeah, I got an idea. I got ta check something. Raoul GRUNTS, satisfied. Pulls the gun back. Burnham slides away, shaking. He bends down, to the floor. He looks at Harris's left hand. At his index finger. He sees a white strip of skin, where Harris wore his wedding ring, until recently.

INT.  MASTER BEDROOM - NIGHT Harris, still semi - conscious, is hurled against the metal door of the panic room. He collapses at its base. Burnham, bends down next to him. BURNHAM Okay, look. I know you can hear me. Your wife and kid are in there. You're gon na get'em to come out. Or - He looks up at Raoul, hulking overhead, gun in hand. BURNHAM Or I ca n't stop what he's gon na do. Do you understand? Harris, regaining some semblance of consciousness, nods feebly. BURNHAM Good. Burnham stands up, turns to the video camera, and SHOUTS. BURNHAM OPEN THE GOD DAMN DOOR!

INT.  PANIC ROOM - NIGHT Sarah and Meg see the horrifying sight on the video monitors.

INT.  MASTER BEDROOM - NIGHT Burnham SHOUTS at the door to the room. BURNHAM OPEN UP! ON THE MONITORS, they see Burnham, standing over Harris ; they faintly hear him call to them to open the door. And then they hear another VOICE, calling back to them. Sarah sits up, recognizes her father's voice. SARAH -LRB- O.S. -RRB- DADDY!

INT.  MASTER BEDROOM - NIGHT Harris is SHOUTING against the closed door. HARRIS DO N'T DO IT! NO MATTER WHAT HAPPENS, DO N'T OPEN THE DOOR! DO N'T O - He's silenced by a vicious kick to the ribs. Raoul begins to beat him. Burnham stands by, powerless, horrifies, watching as Raoul savages Harris, who continues to call out, as long as he has strength, telling Meg not to open the door, no matter what.

INT.  PANIC ROOM - NIGHT Meg and Sarah SHOUT in horror, she covers her daughter's face, turn her away from the screen, SCREAMS in incoherent anger of her own. But she does n't open the door.

INT.  MASTER BEDROOM - NIGHT Burnham SHOUTS at Raoul, pleading. BURNHAM STOP IT, MAN, STOP IT, THAT'S HIS KID IN THERE, HIS KID IS WATCHING THIS! But Raoul whips the gun up, into Burnham's throat, backing him off, shutting him up. He resumes his pounding of Harris. Burnham turns, looks up at the camera in the corner of the room. He ca n't stand it anymore. He whips off his jacket, runs to the camera, and covers the lens.

INT.  PANIC ROOM - NIGHT While Meg watches, the monitor that cover the master bedroom abruptly goes black, mercifully sparing them the sight of Harris's beating. She holds Sarah, who's sobbing, shaking.

INT.  MASTER BEDROOM - NIGHT Harris finally lapses into unconsciousness. Raoul stands over him, chest heaving. Burnham stand in the doorway, neither in nor out of the room, a silhouette, head hung.

INT.  PANIC ROOM - NIGHT Meg tries desperately to see something on the bedroom monitor, but it's hopeless, it's covered. On the hallway monitor, she can just see shadows, as two men in the bedroom lift a third off the floor and carry him across the room. A sudden BEEPING sound tears her attention away. Still holding Sarah, she pulls her back, off her shoulder. Her face is completely white, her lips blue, her eyes rolled back into her head. The BEEPING sound grows louder, she checks Sarah's wristwatch, the reading is dire : 57 Meg GASPS, horrifies. MEG Oh God, oh my God. Sarah begins to convulse, she bucks right out of Meg's arms and falls back onto the floor of the panic room. Meg clears everything away from her, tries to make room for her. The convulsion worsens. Meg searches through the piles of supplies, comes up with a plastic - handled screwdriver. She opens Sarah's jaws, wedges the plastic handle between her teeth. She helps Sarah ride out the convulsion. Finally, her eyes roll back into her head, she slowly re - orients herself. Sarah reaches over, turns off her still - BEEPING wristwatch/monitor herself. Sarah sighs, a shuddering sigh of relief, but she is nowhere near normal. Her skin has passed through white and is turning a sallow yellow color. She moves her lips, Meg ca n't hear her, she bends down : SARAH You got ta jab me, Mommy. Meg turns, looks back at the monitors. What she sees is good news - ON THE MONITORS, the jacket has been removed from the bedroom camera. Burnham and Raoul are gone, the only person there is HARRIS, who lies slumped on the far side of the bed. IN THE PANIC ROOM, Meg looks quickly over at the monitor for the living room. ON THAT MONITOR, she sees Burnham and Raoul having an urgent conversation, Burnham sitting in a chair, Raoul pacing in front of him, ranting. IN THE PANIC ROOM, Meg's face lights up, she practically laughs, she's so overjoyed at this turn of events. She turns, looks back at Sarah, who is starting to tremble again. That does it. Meg leaps up, hits the button that controls the steel door, and it starts to crank open, almost impossibly slowly.

INT.  MASTER BEDROOM - NIGHT Meg steps out of the panic room, into the master bedroom. She looks at Harris, on the bed. With his back to her she ca n't even tell if he's alive or dead, but first things must be first, so she turns and races out of the room.

INT.  HALLWAY - NIGHT Meg flies up the stairs, bare feet on padded carpet.

INT.  LIVING ROOM - NIGHT In the living room, Raoul looks up, hearing the pitter - pat of her feet on the stairs above. He smiles and pulls his ski mask back on, to cover his face. Coming around behind him, we see Burnham sitting in the chair. Except it is n't Burnham at all, it's Harris, unconscious, wearing Burnham's shirt. And if Harris is the person in the chair, that means -

INT.  MASTER BEDROOM - NIGHT - the person on the bed in the bedroom is Burnham, wearing Harris's shirt. His eyes pop open, he sits up, sees the wide open door to the panic room.

INT.  SARAH'S BEDROOM - NIGHT Meg races into Sarah's bedroom and tears open the door of a mini - fridge. Inside are dozens of little bottles of insulin and something called Glucogen. She grabs a bottle of Glucogen and a black leather pouch and takes off.

INT.  HALLWAY - NIGHT As Meg nears the bottom of the stairs, she sees a horrifying sight. It's Raoul, ski mask over his face, standing in the doorway of the master bedroom. She SCREAMS, he SLAMS the door, she takes off down the hall, reaches the end, throws the door open -

INT.  MASTER BEDROOM - NIGHT - and races into the master bedroom, where Raoul is motoring, fast, headed for the panic room, where she can already see Burnham, standing in the middle of the open doorway, in front of Sarah, wearing Harris's shirt and a grim `` tricked you'' expression. Meg hurls herself at Raoul, lands clinging to his back. She claws and wrestles with him, gets one hand on his ski mask, tears it from his head. He reaches up to try to stop her from pulling it off - - his gun slips from his fingers, falls to the floor - - and caroms off his boot, spinning across the floor away from them. Raoul flips her off his back violently, she CRUNCHES to the floor, clutching his mask and getting a good long look at his face. He makes a move toward his gun, but she's faster, she's already pawing herself frantically across the hardwood toward it. Raoul measures the distance, knows he'll lose, and sprints for the panic room instead. Meg turns, looks down at the medicine in her hands, then at the door to the panic room, where Raoul is right now reaching up to push the button that controls the steel door. She makes a fast decision and lunges, hurling the plastic bottle of Glucogen and the black leather pouch through the gap just before - - the spring - loaded steel door SLAMS shut with tremendous ferocity. And then it's silent. Meg WAILS in agony, POUNDS on the door. She stands back, chest heaving, sobbing. A looooong moment goes by. Finally, a VOICE comes over the house's intercom system. RAOUL -LRB- O.S. -RRB- -LRB- calmly. -RRB- If you leave the house, we'll kill her. Meg sobs. RAOUL -LRB- O.S. -RRB- If I see a uniform in the house, we'll kill her. MEG Oh. oh. RAOUL -LRB- O.S. -RRB- You understand? ON THE MONITORS, Meg looks up at the camera in the master bedroom. She nods, terrified. IN THE PANIC ROOM, Burnham pushes past Raoul, at the speaker button, and leans forward. He's approaching exhaustion. BURNHAM -LRB- into speaker. -RRB- I just. I just need forty - five minutes. Raoul stands behind him, muttering to himself. RAOUL Saw my face, man. Saw my face. ON THE MONITORS, we see Meg's face, agonized, as she lunges toward the camera, SCREAMING something up at it, the same thing, over and over. But in here her voice is nearly muted, what bleeds through the walls is n't enough to be heard. IN THE PANIC ROOM, Raoul looks at her image on the monitor, irritated. RAOUL Shut up. IN THE MASTER BEDROOM, we abruptly hear her voice, full - throated. MEG -LRB- shouting into the camera. -RRB- - cine, she needs the MEDICINE! GIVE HER THE - IN THE PANIC ROOM, Sarah shivers in a corner, knees pulled up to her chest, staring at the intruders, scared out of her wits, and looking very, very sick. Burnham looks at her, musters the most reassuring face he can come up with under the circumstances. BURNHAM It's gon na be cool, kid. Be outta here before you know it. No response from Sarah. Burnham cocks a head, really looking at her. BURNHAM Are you okay? RAOUL Hurry up, for Christ's sake! Burnham turns, grabs his satchel, and drops to his knees in the middle of the floor. Over his shoulder, we can see the face of Meg on one of the monitors, shouting into the camera, begging them to give Sarah her medicine. Using his hand, Burnham measures six lengths in from the wall, then digs his fingernails into the weave of the carpet, looking for a seam. He finds one, gets hold of it on one edge, and runs his other hand along the seam till he finds a place where it seems to turn a corner. He stands, hovering over the carpet, and pulls back evenly with both hands. The concealed carpet flap pulls back neatly, with the soft sound of tearing VELCRO. Underneath the flap - - is the smooth metal door of a floor safe. Burnham unsnaps his satchel and gives it a shove. It rolls out and opens up onto the floor, revealing a neat array of safecracking tools. He begins his delicate work, but is suddenly jarred by a POUNDING on the metal door. He turns, annoyed. Meg is still SCREAMING outside the door. BURNHAM The hell does she want? RAOUL I do n't know, she keeps screamin' the same thing over and over. Burnham turns, looks at the monitors. ON THE MONITORS, Meg is staring up at the camera, miming the act of giving herself an injection in the arm. IN THE PANIC ROOM, Raoul laughs. RAOUL Drugs. She wants drugs. What the fuck? But Burnham thinks. His eyes fall on the bottle and the leather pouch she hurled through the door, then whip over to Sarah, who sags over into a fetal position on the floor. Her lips are moving. BURNHAM Oh, man. He crawls over to Sarah, puts his ear down next to Sarah's lips. BURNHAM What is it? Sarah tries to summon enough strength to speak, but her breath comes hard. SARAH I need. BURNHAM Yeah? SARAH ` jection. BURNHAM An injection? Sarah nods. Burnham points to the pouch and the Glucogen, on the floor nearby. BURNHAM That stuff? Sarah nods again. BURNHAM Can you do it yourself? Sarah shakes her head no. BURNHAM Well, I do n't know how. Sarah looks at him, eyes pleading. Raoul stands behind Burnham. RAOUL I do n't fucking believe this. -LRB- to Sarah. -RRB- You got ta wait. Sarah just looks at Burnham. Please. BURNHAM Yeah, just like a half hour, maybe a little more, and your mom'll give it to you. You can wait a half hour, ca n't you? RAOUL Yeah. She can. She's fine, she's just like, tired, she's got ta rest. You rest, Kid. Half an hour. Sarah looks terrified, shaking her head no. RAOUL Come on. He starts to pull Burnham away, but Burnham shakes his hand off, violently. He bends down very close to Sarah's lips. BURNHAM Tell me the truth, okay? What's gon na happen if you do n't get this? Sarah swallows, licks her cracking lips. When she speaks, it's breathy, almost inaudible. But the words are clear. SARAH Coma. Die.

INT.  MASTER BEDROOM - NIGHT Seen from overhead, Meg paces in the master bedroom, out of her mind with worry, no idea how to communicate to the people in the room the desperate situation. Suddenly, a VOICE comes over the intercom speaker. BURNHAM -LRB- O.S. -RRB- I understand. I'll give her the shot.

INT.  PANIC ROOM - NIGHT A HAND comes down into frame and picks up the Glucogen and the leather pouch. Burnham stands, looking down at them. Raoul grabs him, pulls him to the far end of the room. RAOUL You're wasting your fucking time, man, you're wasting my time. You do n't know how to do this, and the longer we stay in here, the more likely she's gon na lose it and call the cops! BURNHAM Are you gon na open the safe? Raoul looks at him. BURNHAM Then shut up and get out of my way. As Burnham crosses the room, Raoul makes eye contact with Sarah, who is staring at him. RAOUL Do n't look at me. ACROSS THE ROOM, Burnham drops to his knees next to Sarah and unzips the pouch. BURNHAM Okay, kid, all I know about this is what I've seen on TV, you got ta talk me through it. Sarah tries to form words, but she's too weak. Burnham swallows. BURNHAM Okay. No talking. No problem. TV do n't lie, right? He reaches into the pouch, take out a syringe, a sterile pad, and a length of rubber tubing. He takes Sarah's arm, stretches it out, exposing the underside of her forearm. BURNHAM You seem like a good kid. Your mom. only saw her for a second, but, woah. Beautiful, huh? No answer. Burnham ties the rubber tubing around Sarah's arm, pulls it tight. BURNHAM Hey, nod or something, show me you're still alive, will ya? Sarah nods. BURNHAM Attagirl. That too tight? Sarah shakes her head no. Burnham takes the syringe, starts to fill it from the Glucogen bottle. BURNHAM You guys are pretty rich, huh? Sarah shrugs. While Burnham goes through the process of finding an exposed vein and giving the injection itself, he goes on, as much to comfort Sarah as to comfort himself : BURNHAM Yeah, you do n't think about that stuff. Good for you. He looks at her, sees her looking at him. Thinking about him. BURNHAM I know, I know. I really screwed the pooch this time. I never did anything like this before. Break into somebody's house? Not even close. Bad cards, Kid. I swear to God, I been on the wrong end of maybe six straight years of bad cards. House. Car. Wife. -LRB- snaps his fingers - gone. -RRB- Those are some seriously bad cards. And still, every time I pick up a fresh hand I swear to God, the rush comes so hot and prickly I feel it right down to my toes because this time, this one time, it might be there, this time it might be that hand, that perfect hand, that monster hand. -LRB- shakes his head. -RRB- And you thought you were sick. The shot successfully given, he pulls Sarah's sleeve back down. BURNHAM Feel better? Sarah nods, and she seems better already. Burnham helps her to sit up, to lean against the wall. BURNHAM Woulda been a hell of a dad.

INT.  MASTER BEDROOM - NIGHT A VOICE comes over the intercom in the master bedroom. It's Raoul. RAOUL -LRB- O.S. -RRB- She's okay. Now sit down and wait. He CLICKS off. Meg is hugely relieved. And extremely pissed off. She goes to the corner of the room and picks up the gun, the one that Raoul dropped. She heads downstairs.

INT.  PANIC ROOM - NIGHT Sparks fly as Burnham goes to work on the floor safe with a small, specialized drill. Raoul bends down next to him. RAOUL Congratulations. You saved her life for ten minutes. Burnham looks up at him - what? But Raoul turns and walks away. Burnham goes back to work.

INT.  LIVING ROOM - NIGHT Meg is in the living room, with Harris, who is still slouched in the chair. He's in awful shape, barely conscious. Out of the silence, a sudden, deafening sound. The DOORBELL. Her eyes go wide. She darts a look over to the door -LRB- the one that leads to the stoop, not the bloody kitchen door downstairs -RRB-, then back at Harris. HARRIS Police. MEG -LRB- gasps. -RRB- You called the police? He nods. HARRIS You. scared. Shit. This is exactly what she prayed for him to do, now it's the worst thing that could happen. She stands, thinking, desperate. She walks toward the door, stops, thinks some more. The doorbell RINGS again. She comes up with a plan. She goes back to where Harris is in the chair, pulls the chair back a few feet, out of view of the door. She puts the gun in his lap, puts his hand over it to steady it. She leans down, WHISPERS to him. MEG Do n't. Say. A word. He nods. Meg takes a breath, walks across the foyer, tousling her hair as she goes. IN THE PANIC ROOM, Raoul is staring at the monitors, aghast. RAOUL Holy shit. holy shit. Burnham races over, looks over his shoulder. One monitor covers the front stoop, and on that monitor they can clearly see TWO UNIFORMED COPS. RAOUL She's fuckin' crazy, she killed the kid! She just killed her own kid! BURNHAM It's not her fault, it's not her fault, the guy must have called them. Look, look, look, she's telling us. He points to another monitor, the one in the foyer, where Meg is looking up at the camera, miming to them - do n't worry, I'll take care of this. BURNHAM She's gon na handle it. RAOUL She better.

INT.  ENTRY FLOOR - NIGHT Meg's shaking hand rises up to the doorknob and pulls open the big front door. On the stoop, the two Cops turn to look at her. She acts as if she's just been awakened. She looks it, too, still in T - shirt and boxer shorts. The wind is gusty and cold outside. MEG Yeah? COP 1 Everything okay? MEG Huh? COP 2 Are you all right? MEG What are you guys - what time is it? COP 1 ` Bout four o'clock. MEG I do n't get it. COP 2 We got a call. Cop 1 looks at him. Cop 2 stops talking. MEG Somebody called you? COP 1 Can we come in? MEG What do you want? COP 1 We'd like to come in. MEG No, you ca n't come in. COP 2 Are you okay? MEG I'm fine. COP 1 Can we come in? MEG Stop asking me that. I'm fine. Who called you? COP 1 You do n't look so good. MEG You wake me out of a sound sleep at four in the morning and then tell me I look like hell? Of course I look like hell, you do n't look so hot yourself, Jack. I'm freezing here, thank you for checking, can I go? Cop 1 studies her, notices the burned sleeve of her T - shirt, the black smudges still on her face. COP 1 Your husband says you said `` There are three.'' right before you got cut off. MEG Oh, that phone call. Cop 1 takes a step forward and lowers his voice to just above a whisper, unconsciously making her lean forward in order to hear him. COP 1 Ma'am, if there's something you want to say to us right now that maybe you ca n't say to us right now, maybe you just want to make a signal, by blinking a few times, something like that. She just looks at him. Wow, this guy's intuitive. She is sorely tempted. But she ca n't. COP 1 That's something you could do. Safely. She thinks, thinks - - and burst out laughing. MEG Man, you are good! You mean, like, if somebody was in the house or something? That's great, they really train you guys these days, do n't they? Cop 1 looks at her, not sure if he believes her or not. MEG No. I'm fine. Cross my heart. Cop 2 turns to go, but Cop 1 lingers. COP 1 May I ask what the rest of that sentence was going to be? MEG -LRB- stalling. -RRB- Huh? COP 1 The sentence that started `` There are three.'' What was the rest? Pause. She stares at him. MEG Okay, look. My husband and I just broke up. It's my first night in the new house, and I was feeling a little lonely and a little drunk. The sentence, if you insist on knowing, was going to be `` There are three things I'll do for you if you come over right now and get in bed with me.'' Cop 2 stifles a laugh. MEG But thank God I came to my senses before I said all that and hung up instead, so nobody would ever know what I was thinking, unless, of course, two policemen showed up in the middle of the night to interrogate me about it. That was good. Cop 1 is embarrassed. Cop 2 thinks it's funny. COP 2 You want her to show you which three things, Rick, or should we just go? Cop 1 looks at Meg, a long look, he holds it for one last moment, trying to read her mind. ON THE MONITORS, we see the video image of the Cops as they turn and head away down the front steps. Meg closes the doors, looks up into a camera, right at us. IN THE PANIC ROOM, Burnham and Raoul breathe a sigh of relief. Burnham goes back to work on the safe. He's making progress. Raoul looks at Sarah. Stares actually. He's thinking too. Bad thoughts. He moves over, crouches down next to Burnham. RAOUL She saw my face. The kid too. Sarah overhears that. She raises her head, alarmed. Burnham turns, looks over at her, and she just gets her head back down in time. Burnham and Raoul close themselves off, for a private conversation. Sarah edges closer. She overhears a fragment. BURNHAM That's your problem. RAOUL That's their problem. Sarah is terrified. Does n't know what to do. She looks to her immediate left, sees the intercom panel. She edges closer. BURNHAM Let me fucking finish this so we can get out of here. RAOUL You finish. Then we finish. Sarah sneaks up a hand and pushes a button - `` ALL PAGE.''

INT.  LIVING ROOM - NIGHT In the living room, there is an audible CLICK as the speaker is activated. Meg looks up, hears Burnham's voice, in the middle of a sentence. BURNHAM -LRB- O.S. -RRB- - posed to mean? RAOUL -LRB- O.S. -RRB- You're here with me, you're already on the hook for one. Buy one, you get the rest for the same price. You know that. BURNHAM -LRB- O.S. -RRB- Get the fuck away from me. RAOUL -LRB- O.S. -RRB- The kid in here. The other two when we come out. Meg listens, horrified.

INT.  PANIC ROOM - NIGHT Sarah holds the intercom button down with a trembling finger. BURNHAM Bullshit. RAOUL You know how this got ta end.

INT.  LIVING ROOM - NIGHT Meg stares, in shock, as Raoul's voice echoes in the empty room. RAOUL -LRB- O.S. -RRB- They stay in the house. There in an abrupt CLICK, and the speaker turns off. Meg turns, goes to Harris, falls to her knees, no idea what to do. She holds him close, their foreheads touching. She's terrified, exhausted, wants to collapse in his arms. Instead, she starts to pull the gun from his fingers. He tightens his grip, what are you doing? He tries to hold onto the gun, but she pulls his fingers off it, takes it away from him. He is too weak to resist.

INT.  PANIC ROOM - NIGHT In the panic room, Sarah has her hands clamped over her ears, her mouth is wide open, and a hideous METAL SHRIEK seems to be coming out of it. But the SHRIEK is actually coming from the safe, where Burnham continues to work, another drill, a bigger bit. The noise is deafening. ON THE MONITORS, Sarah sees her mother approaching the monitor in the bedroom, carrying a jacket. Meg tosses the jacket, this time she does n't want them to see what she's doing. The monitor goes black.

INT.  MASTER BEDROOM - NIGHT In the master bedroom, Meg pulls on a pair of jeans that are hanging over a chair. She steps into a pair of boots. She shoves the gun into her belt. Here in the bedroom, she can hear the drill. From the house next door, she hears POUNDING again, more MUFFLED CURSES. Apparently the neighbor can hear the drill too. Meg looks from the walls of the bedroom to the walls of the panic room. Her eyes light up with an idea. She goes to the front wall of the bedroom, stands with her back against the exterior wall -LRB- street side -RRB-, with her left shoulder against the common wall that's shared with the neighbor's brownstone. She begins to step off the distance, heel to toe, measuring with her feet until she reaches the metal door that is the entrance to the panic room. MEG Fourteen. She hurries out of the bedroom. What's she doing?

INT.  LIBRARY - NIGHT Meg comes into a small room full of empty bookshelves, a library. There is a window that looks out over the sidewalk, one floor up, same level as the stoop. She looks up, into the corners of the room. MEG No camera, no camera, no camera. They're bare, no video cameras. Good. She goes to the window, tries to open it. Screwed shut, of course.

INT.  PANIC ROOM - NIGHT The safe is almost cracked. Raoul is watching the monitors carefully. ON THE MONITORS, we see Meg as she searches through the tools in the living room, finds a screwdriver, a sledgehammer. IN THE PANIC ROOM, Raoul furrows his brow. Now what?

INT.  LIBRARY - NIGHT Meg is back in the library, hurriedly unscrewing the window. She gets the last screw out, shoves the window up. The wind BLASTS in, it's a hell of a spooky night out there. She leans out the window. We lean with her. The sidewalk is empty -LRB- we see it only from our vantage point inside the house -RRB-. She's one floor up. To her right is the house's front stoop. She tosses the sledgehammer over, onto the stoop. Climbs up onto the window ledge, and slithers out herself. We lean further, watch her as she edges along the ledge, hops down onto the stoop, and freezes, staring in horror - - at the video camera that covers the front stoop. ON THE MONITORS, we see her staring straight up at the camera, clearly standing on the front stoop, outside the house, where she was specifically told not to go. IN THE PANIC ROOM, Sarah sees the image of her on the stoop. Raoul happens to be looking away at the moment, at the safe, but he starts to turn around, to look at the monitors again - - and Sarah kicks him, hard, in the ass. RAOUL Hey! He turns, away from the monitors. SARAH Sorry. Ca n't control it sometimes. Raoul scowls at her. Behind him - ON THE MONITORS, Meg darts down the front steps and disappears from view on the monitor. IN THE PANIC ROOM, Sarah sees her mother go. SARAH -LRB- to Raoul. -RRB- Wo n't happen again.

INT.  LIBRARY - NIGHT Still leaning out the window, we can see Meg from here as she reaches the sidewalk and runs up the front steps of the neighbor's house, which is contiguous. Straining to see -LRB- yet stay in the house -RRB-, we see Meg all the way at the right edge of the frame, as she shifts the gun to the back of her pants and knocks on the neighbor's door, sledgehammer held slightly behind her leg. After a long moment, we hear the neighbor's front door open. The conversation begins. The wind is gusting right in our faces, we ca n't make out the details, but the gist is clear - let me into your house, and do n't as me a lot of questions. The NEIGHBOR - and by the tone of the voice it sounds like an old woman - is slow to respond, grumpy. Losing patience, Meg just pulls the Neighbor out of the way and shoves into the house. The Neighbor stumbles out onto her front stoop, and we were right, it's an old lady in a nightgown, but she's no shrinking violet. In fact, she's royally pissed off and not at all intimidated. NEIGHBOR What the hell do you think you're doing, young lady?! She storms back into her house, following Meg. As both of them disappear from the frame, we move out of the library, into the foyer, and move along the common wall, the one shared with the neighbor's brownstone. From the other side of the wall, we can hear muffled voices, arguing, Meg and the Neighbor shouting at each other. We drift up, up the stairs, and hear the THUNDERING of footsteps on the stairs next door. We keep pace with them, from inside this house. We pass right through the floor -

INT.  MASTER BEDROOM - NIGHT - and rise up out of the floor in the master bedroom, and now we can hear the conversation on the other side of the wall in here, the Neighbor's fearful, angry tones, Meg's firm, urgent declarations. We move with Meg, even though we ca n't see her, we know what she's doing, she's stepping off the paces on the other side of the wall. We drift down that wall, fourteen steps, until we reach the metal door to the panic room, then we pass through that door -

INT.  PANIC ROOM - NIGHT - and arrive inside the panic room, where Burnham is this close to getting the safe open, when all of a sudden - WHOMP. CRUNCH. Burnham and Raoul freeze, alarmed. It's coming from the long wall, the shared wall. They look at each other. WHOMP. CRUNCH. They look at the wall. Somebody is on the other side, pounding like hell. RAOUL The walls are steel, right? BURNHAM Not that one. RAOUL NOT THAT ONE?! BURNHAM Hey man, it's the neighbor's house, who breaks in through the neighbor's house?! WHOMP! CRUNCH! Louder. Closer. Burnham turns, SCREAMS at the wall. BURNHAM WHO THE FUCK BREAKS IN THROUGH THE NEIGHBOR'S HOUSE?! RAOUL We've got the Kid! -LRB- shouting at the wall. -RRB- WE'VE GOT YOUR KID! What the fuck is she thinking?! WHOMP! CRUNCH! BURNHAM She's got your gun, that's what she's thinking! The FUCK you had to bring a gun for?! Burnham throws himself back on the floor, goes back to work on the safe. Fires up the drill again, it SCREAMS into the metal. BURNHAM Almost there. The POUNDING keeps up from next door. We hear sheetrock torn away on the far side. Bricks, SCRAPING out of place. Sarah, in the corner, is energized, excited. While Burnham and Raoul are distracted, she grabs the leather pouch, palms the three syringes that are left in there. BURNHAM ALMOST THERE. Finally, the door to the safe CRUNCHES in on one side, yielding to the drilling - - at the very moment that the head of a sledgehammer CRASHES through the wall of the panic room. Raoul grabs hold of Sarah, Burnham maintains his focus, throwing open the safe, revealing - - nothing. CRUNCH! The sledgehammer head strikes again, opening up a hole about a foot across. Light spills through from the other side, as well as the voice of the hysterical Neighbor. Raoul hurls Sarah against the far wall, leaps over to the side of the hole, and waits, poised above it. At the safe, Burnham does n't lose his cool, just opens a false bottom in the safe, revealing a manila envelope. He snatches it up, RIPS it open, and his eyes dance as he holds up fourteen individual one million dollar U, S, Treasury Bearer Bonds. He fans them out, eyes drinking from his Grail. BANG! A gunshot whizzes right through one of the bonds, setting it aflame before it SLAMS into the far wall, sending up a little cloud of plaster dust. BURNHAM JESUS! He whirls, sees an arm poking through the hole in the wall, gun extended. But Raoul is standing just above the hole, and already has his boot raised, over the hand. He brings it down, a CRUNCHING blow that stomps right on Meg's wrist. Meg SCREAMS, loses her grip on the gun, and it CLATTERS into the space between the houses. BETWEEN THE WALLS, the gun falls into oblivion, the space between the walls, where no one can get to it. IN THE PANIC ROOM, Burnham shoves the loose bonds into his jacket. BURNHAM I GOT THE MONEY, LET'S GO! Raoul grabs Sarah and turns, jabs the green button to open the door. Behind them, Meg SCREAMS in anger and wriggles through the opening. Before she's even all the way through, she gets hold of Raoul's leg and pulls herself into the panic room, scraping and bloodying herself on the edges of the too - small hole. BURNHAM GO, LET'S GO, OUTTA HERE! But Raoul is deep in a violent rage. Still holding Sarah with one hand, he bends down, grabs Meg by the hair, and drags her toward the doorway. RAOUL YOU KNOW HOW THIS IS GON NA GO! BURNHAM FUCK YOU, I'M GONE! He bolts out of the room, through the metal door, which is just finishing its slow crank open, its heavy spring coiling in the wall. Raoul drag Meg across the floor by the hair, right into the track of the open steel door. She looks up, sees the infrared safety beam over her head, and realizes with horror what his intention is. Still with one arm holding Sarah, who is kicking and struggling viciously, Raoul holds Meg's head down on the floor, below the safety beam that would prevent the door from closing. He reaches for the `` close'' button. Sarah raises her arm, stuffed with three syringes, and jabs them into Raoul's neck. Raoul SCREAMS in pain. Meg manages to raise her head, breaking the beam.

INT.  HALLWAY - NIGHT On the stairwell, Burnham, stops, frozen, his face twitching with indecision. He hears the murder taking place just above him. He runs down three steps. Stops again. Runs down the rest of the stairs.

INT.  MASTER BEDROOM - NIGHT Raoul stretches to push the red `` close'' button for the door, but he has to hold Meg's head down, out of the lower beam with one hand, all with Sarah savagely attacking him at the same time, and three syringes hanging out of his neck. Finally, he gets Meg's head all the way down, onto the floor. Looking up, Meg sees the red beam become complete again. Raoul jabs the button - - just as Sarah throws her hand into the upper beam, the one at shoulder level. Sarah's hand turns red, the beam is broken, the door will not close. Raoul ROARS in anger and twists violently, sending Sarah flying across the room. Meg strains, gets her head off the floor again, breaking the beam. Raoul starts jamming the close button, over and over again, the beam completes, then breaks, completes, then breaks, never the button and the beam at the same time. But it ca n't go on forever. Meg's tiring, she ca n't keep it up, her head trembles - - and collapses onto the floor. The beam completes - - Raoul SMACKS the red button - - and Burnham appears on the other side of the door. He reaches in, grabs hold of Raoul, to pull him off her, but Raoul loses his balance, falls forward - - into the gap - - and his head is crushed by the spring - loaded steel door that SLAMS forward just as Meg draws herself back. Meg falls across the panic room, grabs Sarah, and holds on tight. The door detects the obstruction and opens again, slowly. Raoul's body slumps to the floor, dead. Burnham stands there, looking down at Meg and Sarah. They stare at each other, wordless, their first face to face contact. She sees the bonds protruding from his jacket. She just looks at him. There will be no understanding here. He zips his jacket, turns, and hurries away.

INT.  ENTRY FLOOR - NIGHT Burnham races down the steps, hurries to the entry door, throws it open - - and finds a gun barrel pointed directly into his nose. He blinks, tries to focus on whoever's on the other end of that gun. It's the Cop, the first Cop, the one who came to the door and was so suspicious of Meg. The Cop looks down, sees blood smeared all over Burnham's jacket, sees more than enough to know his suspicions were correct. COP 1 Put your hands up. Burnham freezes, silhouetted in the doorway. Wind and leaves blow into the house, a real gale outside. From behind Cop 1, MORE COPS SHOUT, all at once, must be a half dozen of'em there, but Burnham ca n't see anything in the stinging light, and ca n't hear much either, over the ROARING wind. Burnham moves suddenly, flinging the door shut right in the Cop's face. The door SLAMS hard, Burnham turns to run but does n't get more than a few paces before three sharp GUNSHOTS CRACK through the door behind him. Brilliant white light spills through the bulletholes in the door, but it's not the light that gets you, it's the chunks of lead. They rip through Burnham's back and come out his chest, a triangle pattern. Burnham stops, sags to his knees. He reaches into his jacket, pulls out the loose stack of bonds. He fans them out, stares down at them, holds them like playing cards. BURNHAM Monster hand. Behind him, the front door CRACKS open, half a dozen COPS appear and start SHOUTING, all at once. Burnham tosses the bonds to the floor, the same gesture as folding a hand of poker. He GROANS and collapses, slowly, falling through the bonds, twisting as he goes down. He SLAPS onto his back in the foyer as the wind gusts through the open door, scoops the bonds up off the floor, and blows them back into the house, as if they were never meant to leave. Burnham lies there on the floor, eyes open, staring up at the ceiling, looking at the bonds that swirl in the blast of air, suspended there, twisting and bucking and diving just over his head as he dies.

EXT.  CENTRAL PARK - GREAT LAWN - DAY The swirling bonds melt into swirling leaves, blowing in the air over Central Park on a crisp fall day. The leaves float down, over the Great Lawn, that massive expanse of grass we saw in Meg's hallucination. But on a day like this the Great Lawn's full of people, throwing frisbees, playing football, lying there doing nothing. The leaves land on the grass next to Meg and Sarah, stretched out on a blanket, a newspaper spread in front of them, open to the ads. Meg is on her back, arms folded behind her head, staring up at the clouds. Sarah is intent on the paper, circling the occasional ad. SARAH I mean, uptown is close to Dad's place, but somebody at school said the Village is really cool, so. I do n't know, it's so great to be close to the park and everything. What do you think, I mean, give me a clue, here, where are we gon na live? Meg rolls over, props herself up on one elbow. She seems years younger. She looks at Sarah, reaches out, brushes her daughter's hair behind one ear. She smiles. She is calm. Behind her, a flock of pigeons takes off, leaping into the clear autumn sky. FADE OUT.

Summary: Recently divorced Meg Altman, and her eleven-year-old daughter, Sarah, move into a four-story brownstone on the Upper West Side of New York City. The house's previous owner, a reclusive millionaire, installed a "panic room" to protect the house's occupants from outlaws. The room is protected by concrete and steel on all sides, a thick steel door, and an extensive security system with multiple surveillance cameras, a public announcement system, and a separate phone line. On the night the two move into the home, it is broken into by Junior, the previous owner's grandson; Burnham, an employee of the residence's security company; and Raoul, a hitman recruited by Junior. The three outlaws are after $3 million in bearer bonds, which are locked inside a floor safe in the panic room. Discovering that the Altmans have moved in earlier than expected, Junior convinces a reluctant Burnham, who had assumed the house was unoccupied until he had noticed a glowing night light, to continue with their heist. As they begin the robbery, Meg wakes up and happens to see the gang on the video monitors in the panic room. Before the three can reach them, Meg and Sarah run into the panic room and lock the door. They are unable to use the dedicated phone in the room, which was never hooked up by Meg. Intending to force the two out of the room, Burnham introduces propane gas into the room's air vents. However, a trigger-happy Raoul dangerously increases the amount of gas. Unable to seal the vents, Meg ignites the gas, while she and Sarah cover themselves with fireproof blankets, causing an explosion which vents into the room outside and causes a fire, giving Junior a 2nd degree burn. The Altmans make several attempts to call for help, including signaling a neighbor with a flashlight through the opening of a ventilation pipe, but the neighbor ignores it. Meg then taps into the main telephone line and gets through to her ex-husband Stephen, before the felons smash the main line with the sledgehammer and sever their communication. All attempts to get into the room fail. Junior lets slip that there is much more money in the safe than he let on, and gives up on the robbery. About to leave the house, he is shot dead by Raoul, who then forces Burnham, at gunpoint, to finish the robbery. Stephen arrives at the home and is taken hostage by Burnham and Raoul—who severely beats him. Sarah, who has diabetes, suffers a seizure. Her emergency glucagon syringe is in a refrigerator outside the panic room. Raoul dons an unconscious Stephen's trench coat to trick Meg into momentarily leaving the panic room. Burnham enters and finds Sarah motionless on the floor. After retrieving the glucagon syringe, Meg struggles briefly with Raoul, who is thrown into the panic room, his gun knocked out of his hand. As Meg throws the syringe into the panic room, Burnham frantically locks himself, Raoul, and Sarah inside, crushing Raoul's hand in the sliding steel door and severing some of his fingers. Meg, who now has the gun, begs the two intruders over the PA system to give Sarah the injection. Burnham, who has no interest in hurting anyone, injects Sarah. While doing so, he tells Sarah he did not want this, and the only reason he agreed to participate was to give his own child a better life. Sarah thanks him for the injection and he tells Meg that Sarah is now alright. Having earlier received a call from Stephen, two policemen arrive, which prompts Raoul to threaten Sarah's life. Knowing the danger to her daughter, Meg lies to the officers and they leave. Burnham opens the safe and finds $22 million in bearer bonds inside. As the burglars attempt to leave using Sarah as a hostage, Meg, thinking the burglars intend to kill Sarah, rigs booby traps and clashes a sledgehammer over Raoul's head while Burnham flees. After a badly injured Stephen shoots at Raoul and misses, Raoul disables him and prepares to bludgeon Meg to death with the sledgehammer, but Burnham, hearing Stephen's screams of pain, returns to the house and shoots Raoul dead, saying, "You'll be okay now,” to Meg and her daughter before leaving. The police, alerted by Meg's suspicious behavior earlier, arrive in force and capture Burnham, who lets the bearer bonds go and they fly away with the wind. Later, Meg and Sarah, having recovered from their harrowing ordeal, begin searching the newspaper for a new home.