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Early Draft

THE NIGHTMARE BEFORE CHRISTMAS




Story
by
Tim Burton
Michael McDowell
Caroline Thompson

Lyrics
by
Danny Elfman

Screenplay
by
Caroline Thompson










                                                         First Draft
                                                       August 5, 1991










FADE IN:



     PROLOGUE

     CLOSE ON:

     AN OLD-FASHIONED CALENDAR,

     the kind that used to hang in offices in the forties.  Each day
     is a tear-off page.  The dates are printed in bold black
     lettering.

     The pages of days of the year zip off -- at a rate faster than
     the eye can really register.  The impression should be of time
     whizzing by...

     Over this, SANTA CLAUS narrates....

                                 SANTA (V.O.)
               'Twas a long time ago, quite a bit to be fair
                 In a place that I'm sure you are quite unaware.

               For our story that you are about to be told
                 Began in the holiday worlds of old.

               Without holidays, goodness, how dull life would be
                 Without their distraction and pleasure and glee.

     The calendar makes a SUDDEN STOP AT

     CHRISTMAS.

     The calendar page peels back to reveal the first hint of color in
     the black and white of the year.  Smoke curls up from the chimney
     of a snow-covered cottage in a clearing of a snow-covered pine
     forest.  THE STOP IS ONLY FOR A BEAT.

     Then the calendar speeds on.

                                 SANTA (V.O.) (CONT'D)
               But our holidays are the result of much fuss
               And hard work for the worlds that must make them for us

     The calendar STOPS again.  This time at

     VALENTINE'S DAY.

     This stop is short, but longer than the last -- as each
     subsequent stop will be.

     In Valentine-ville, FAT CUPIDS shoot arrows at distant chocolate-
     dripping hearts: target practice.

                                 SANTA (V.O.) (CONT'D)
               See, each holiday town works all year to create
                 Twenty-four special hours, fantastically great.

     Soon the calendar whirls on.  Next STOP is

     EASTER

     where it is spring.  CACKLING HENS sit side-by-side on their long
     row of nests.  In unison, choreographed like some ballet, they
     lay their pre-decorated eggs.

     The eggs then drop down a chute and land on a conveyor belt which
     carries them out ot the henhouse and into waiting Easter baskets.

                                 SANTA (V.O.) (CONT'D)
               Fleeting twenty-four hours take long to prepare,
                 A full year of planning and plenty of care.

               But now getting back to the story at hand
                 I should mention THIS POINT about holiday lands --

     The calendar flips to the

     FOURTH OF JULY.

     FIREWORKS.

     -- ABE LINCOLN fires a cannon.  The cannonball explodes mid-air,
     showering down the word, "HAPPY."

     -- BETSY ROSS uses a SPARKLER to write the word, "FOURTH."

     -- PAUL REVERE sets off the first of six rockets.  Rocket #1
     erupts into an "O."  #2 traces an "F" -- together they read "OF."
     Rocket #3 won't light.  Neither will #4, #5, or #6.  Paul Revere
     panicks.

     But PAUL REVERE'S HORSE saves the day.  He kicks off his
     horseshoes -- shooting them at the side of a wooden fence.  As
     they hit the boards each becomes a letter: "J," "U," "L," "Y."

                                 SANTA (V.O.) (CONT'D)
               For each one, way back when, was alas unaware
               Of the others' existence, now I've said it -- so there!

     The calendar pages tear on, slowing at October 29, slowing more
     at, and stopping at the 31st.

                                 SANTA (V.O.) (CONT'D)
               But once there occurred a calamity SO GREAT!
                 When two of the worlds did collide by mistake...

     The october 31st page peels back to... nothing.  To BLACK.  We
     fall in, or perhaps it should feel more like we're swallowed up.

     TITLE SEQUENCE.

     Carved JACK O'LANTERNS come at us in the long tunnel of darkness.
     Collision seems inevitable, but in the instant before we would
     slam into them, the jack o'lanterns veer off, turning to display
     the various credits on their uncarved backsides.

     When the last jack o'lantern zooms toward us, it doesn't veer
     off.  It keeps coming and fast.  Rather than collide with it
     though -- we fall straight into one of the PUMPKINHEAD'S CARVED-
     OUT, TRIANGULAR EYES into the further black there and out...

     A CRYPT DOOR

     which opens onto the

     EXT. HALLOWEENLAND CEMETERY. NIGHT.

     The bloated orange disk of the MOON illuminates Halloweenland's
     delicately decrepit graveyard.

     REVERSE ON PUMPKINHEAD,

     giant jack o'lantern head now set on the squat vines of his many
     leafy legs.  He looks more like a spider than like anything else
     as he scuttles across the cemetery toward the big pumpkin patch.

     >>>>> THIS IS HALLOWEEN

                                 PUMPKINHEAD
                      Boys and Girls of every age
                      Wouldn't you like to see something strange?
                      Come with us and you will see...
                      This our town of Halloween!

     Pumpkinhead has reached the

     PUMPKIN PATCH

     where he drops down among his fellow pumpkins -- who all wake up
     at once -- sudden jack o'lantern mouths and eyes glowing wide for
     the chorus...

                                 PUMPKIN PATCH CHORUS
                      This is Halloween, this is Halloween!
                        Pumpkins scream in the dead of night --
                      This is Halloween, everybody make a scene
                        Trick or treat 'til the neighbors gonna die of fright!

     EXT. HALLOWEEN TOWN. NIGHT/CONTINUOUS TIME.

     Beyond the graveyard lies the little city of odd expressionist
     angles and the morbid extravaganza of Gothic manses.

                                 PUMPKIN PATCH CHORUS (V.O.) (CONT'D)
                      It's our town.  Everybody scream.
                        In this town of Halloween...

     We swoop down the street, through the creaky iron gate of a...

     EXT. DESERTED GOTHIC MANSE. NIGHT/CONTINUOUS TIME.

     We enter THROUGH A BROKEN, COBWEB-CLOGGED WINDOW into...

     INT. DESERTED GOTHIC MANSE. NIGHT/CONTINUOUS TIME.

     Many CREATURES hide in the shadows of this creepy house.  The
     camera finds them...

                                 CREATURE #1
                      I am the one hiding under your bed,
                        Teeth ground sharp and eyes glowing red.

                                 CREATURE #2
                      I am the one hiding under your stairs
                        Fingers like snakes and spiders in my hair.

     IN THE MANSE'S DECAYED PARLOR,

     every item of furniture that could conceivably serve as a coffin
     springs open -- the grandfather clock, the window seat, the sofa,
     the chaise longe, the hearth rug (covering a trap door), the
     drawers of a sideboard and out pop

     CORPSES.

     The Corpses sit bolt upright and heartily sing:

                                 CHORUS OF CORPSES
                      This is Halloween, this is Halloween,
                        Halloween...(etc)

     THE MANSE'S FALLING DOWN FRONT HALL

     is tenuously illuminated by a tarantula chandelier which clings
     to the ceiling overhead and lowers and rises according to the
     whims of its web.

     FOUR BIG VAMPIRES

     lumber in from the dark, slanty hallways that fan off the
     entrance hall.  They march in and, in formation, march OUT THE
     FRONT DOOR onto the ruins of--

     EXT. WORM-ROTTED FRONT PORCH. NIGHT/CONTINUOUS TIME

     The Vampires' bodies are huge, but their heads are small like
     insect heads and the voices that come out of heads are little,
     squeaky and high.

                                 VAMPIRES
                      In this town, we call home,
                        Everyone hail to the pumpkin song!

     As they sing they march down the rickety steps.  Out on the--

     EXT. STREET. NIGHT/CONTINUOUS TIME.

     A HEARSE passes the Manse.  Riding on top is the corpulent MAYOR
     of Halloweenland.  Not surprisingly, he's a TWO-FACED SORT OF
     GUY, revealed as each of his faces sings a line:

                                 MAYOR
                      In this town, don't we love it now
                        Everybody's waiting for the next surprise.

     While the hearse turns a

     CORNER

     and glides past an ALLEY we hear a GRAVELLY VOICE:

                                 GRAVELLY VOICE
                      'Round that corner, man,
                        Hiding in a trashcan
                      Something's waiting now to pounce and how you'll--

     The lid flies off of a trashcan and out pops the GRAVELLY-VOICED
     TRASHCAN-DWELLING MONSTER.  He's fat and slimy and grotesque.

                                 GRAVELLY-VOICED
                                 TRASHCAN-DWELLING MONSTER
                      -- Scream!  This is Halloween,
                         Red 'n black, slimy green...
                      Aren't you scared?  Well, that's just fine!

     WITCHES speed toward us on their brooms -- zipping out of the alley.

                                 WITCHES
                      Say it once, say it twice,
                        Take the chance and roll the dice
                      Ride with the moon in the dead of night (oh)

     At the street, the witches fan out and swoop past the

     HANGING TREE,

     a gigantic oak with SEVERAL HANGED MEN dangling from its broad,
     outspread branches.

     The hanging tree itself sings:

                                 HANGING TREE
                      Everybody scream, everybody scream
                        In our town of Halloween.

     The hanged men suddenly revive:

                                 HANGED MEN
                      This is Halloween, This is Halloween...

     EXT. ANOTHER STREET. NIGHT.

     A LUMPEN-LOOKING LONG-HAIRED WOMAN IN HEELS hurries away down a
     tortuously windy street.  This is SALLY.  For now, we see only
     her backside, her waist-length hair.

     Behind her, and closer to us, a GHOUL tips into view to
     demonstrate his particular talent:

                                 GHOUL
                      I am the guy with the tearaway face...

     Sally hesitates, listening.

                                 GHOUL (CONT'D)
                      Here in a flash and gone without a trace.

     Sally is about to turn around, but as the ghoul vanishes, she
     continues on her way.  We follow her.

     In a moment, a SECOND GHOUL sets upon her -- this one more
     gruesome than the last.

                                 SECOND GHOUL
                      I am the who when you call --

     This ghoul is closer, louder and Sally does turn around now --
     revealing that she's a crudely stitched together Bride Of
     Frankenstein Rag Doll.  Her balance is precarious.  Her arms
     flop.  Her mouth is a tragic slash.  She has a quavering, little
     voice:

                                 SALLY
                                              -- Who's there?

     But the second ghoul has disappeared before she sees him.  Only
     his voice remains...

                                 SECOND GHOUL'S VOICE
                      I am the wind blowing through your hair.

     Invisible fingers lift Sally's long hair.  It is with pathetic
     eagerness that she looks around for whomever is responsible for
     this.

     A THIRD GHOUL

     springs into view, then bounces skyward.  With a very
     disappointed Sally (she's sorry he's leaving), we watch him go up
     into...

     EXT. SKY. NIGHT/CONTINUOUS TIME.

     The Third Ghoul seems to reach the moon.

                                 THIRD GHOUL
                      I am the shadow on the moon at night,
                        filling your dreams to the brim with fright.

     As the Third Ghoul passes the orange disk of the moon,

     BATS

     flap out from behind it.  They sing with the Third Ghoul...

                                 THIRD GHOUL AND BATS
                      This is Halloween, This is Halloween
                        HALLOWEEN!  HALLOWEEN!

     The bats flutter off and the Third Ghoul falls back toward the
     ground.  He lands...

     EXT. HALLOWEEN TOWN SQUARE. NIGHT/CONTINUOUS TIME.

     As he hits the ground, the Third Ghoul shatters, breaking apart
     into several pieces -- globular and doughy GELATINOUS LUMPS, each
     a separate little creature.  When they sing, they have very high
     voices:

                                 GELATINOUS LUMPS
                      Tender Lumplings everywhere
                        Life's no fun without a good scare.

     Over the crest of the hill, behind the town square,

     THE CORPSES

     march into view, flanking the MAYOR'S HEARSE.

                                 CORPSES
                      That's our job, but we're not mean
                        In our town of Halloween.

     Behind the corpses come the VAMPIRES.

                                 CORPSES AND VAMPIRES
                      In this town --

     The MAYOR

     blares out his message through a P.A. SYSTEM on the hearse.

                                 MAYOR
                                     -- don't we love it now?
                      Everyone's waiting for the next surprise.

     The WITCHES come next...

                                 MAYOR, CORPSES, VAMPIRES, WITCHES
                      Skeleton Jack might catch you in the back and
                        Scream --

     The Gelatinous Lumps instantly reasemble to form the Third
     Ghoul.

                                 THIRD GHOUL
                               -- like a banshee make you jump --

     The Third Ghoul immediately bounces out of sight again...

     SALLY

     stumbles into view, still hurrying.  She sings with everyone
     else...

                                 MAYOR, CORPSES, VAMPIRES,
                                 WITCHES, SALLY
                                                  -- out of your SKIN!
                      This is Halloween, --

     SALLY

     excitedly spots someone coming -- though he's still out of view
     for us:

                                 SALLY
                                        -- Everyone scream, won't ya
                      Please make way for a special guy...

     THE OTHERS

     turn to look.

                                 MAYOR, CORPSES, VAMPIRES,
                                 WITCHES, SALLY
                      Our man Jack is --

                                 SALLY
                               -- King of the Pumpkin Patch.

                                 MAYOR, CORPSES, VAMPIRES,
                                 WITCHES, SALLY
                      Everyone hail to the Pumpkin King now.

     They part to make way for

     JACK SKELLINGTON, THE PUMPKIN KING,

     astride his SKELTON HORSE, boots set backwards in the stirrups as
     is done for the honored dead.  Jack is tall, long-limbed and
     bone-thin.  He is formally attired, and wears an elegant bat bow-
     tie.

     Sally gapes tragically at Jack.  But he rides right past without
     noticing her.

     Accompanying Jack are most of the CREATURES AND MONSTERS we've
     met, the various inhabitants of Halloweenland.  Everyone else
     falls in behind Jack -- including a stumbling, almost-left-
     behind-gawking Sally.

                                 EVERYONE
                      This is Halloween, THIS IS HALLOWEEN (etc.)

     THE HANGING TREE

     hurries to join the parade.  He brings up the rear.  The HANGED
     MEN bobble on their ever-tightening nooses, their tongues and
     eyes popping out.

     The tighter nooses make the Hanged Men's voices reed-thin and
     high -- contrasting to the enormous Hanging Tree's lone basso
     profundo:

                                 HANGING TREE AND HANGED MEN
                      In this place we call home
                        Everyone hail to the Pumpkin Song

     LATER:

     Jack Skellington is demonstrative and very excitable with highs
     that are extraordinarily high and lows that are unusually low.

     Right now he is surrounded by his ADMIRERS -- the witches in
     particular fawn over him.  Jack seems eager to please everyone,
     but, at the same time, a bit anxious to get on with it.

                                 JACK
                      Thank you!

     Sally watches htm longingly from the edge of the circle.

                                 MAYOR
                      Oh, Jack, you are such a
                      scream!
                          (turns to the assembly)
                      Isn't he?

     The assembly agrees.

                                 ASSEMBLY
                      Yes, he is!

                                 VAMPIRE
                      You make sparks fly, Jack.

                                 WITCH #1
                      You make oil boil.

                                 WITCH #2
                      You make rats shriek.

                                 JACK
                      I love that.

                                 WITCH #3
                      You make flesh crawl...

     The three witches try to outdo one another.

                                 WITCH #3
                          (quickly adds)
                      ...And wounds suppurate.

                                 JACK
                      Thank you, thank you, thank you
                      very much!

     The last witch glares triumphantly at her cronies.

                                 THIRD GHOUL
                      What an inspiration to
                      everybody!

                                 SALLY
                          (echoes)
                      An inspiration...

                                 CORPSE
                      It was our most horrific
                      Halloween ever!

     Sally sighs and starts to drift irresistibly toward Jack.
     Throughout, rag doll Sally gains substance as she gains
     conviction -- this is her first baby step toward that, not even
     perceptible, but in any case RUDELY INTERRUPTED BY --

     THE EVIL SCIENTIST

     who created her.  He takes ahold of her by one of her stitched-
     together arms.

                                 EVIL SCIENTIST
                      The deadly nightshade you
                      slipped me wore off, Sally...
                      I thought I'd find you here....

                                 SALLY
                      No!

     Sally pulls back, trying to wriggle free of the scientist's
     grasp.

                                 SALLY
                      Let go!

     But he doesn't.

                                 SALLY
                      Have it then if you must!

     With her other hand, she quickly and deftly rips out the stitches
     that attach her arm to the rest of her ... THEN RIPS THE ARM
     CLEAR OUT OF ITS SOCKET.

     SHE LEAVES THE DOCTOR HOLDING IT WHILE SHE RUNS OFF into the the
     crowd, determined to elude the Evil Scientist.  She disappears
     into the gloom in the direction of the cemetery.

     Shaking her torn-off arm, the Evil Scientist calls after her:

                                 EVIL SCIENTIST
                      You'll be back.  Sooner or
                      later you'll need this.

     JACK

     continues to congratulate and be congratulated by the various
     citizens of Halloweenland.  The Mayor interjects, looking for
     attention--

                                 MAYOR
                      Next year'll even be better,
                      you'll see.

                                 HORRIFIC-LOOKING CREATURE
                      Do you really think so, Jack?

                                 JACK
                      Of course I do.  It always is,
                      isn't it?

                                 VARIOUS MONSTERS
                      Always.

                                 MAYOR
                      We'll have to get on it
                      immediately.  No time for
                      sitting around smugly.

                                 ASSORTED MONSTERS
                      That's so true...  We've got a
                      lot of work ahead of us.

                                 MORE MONSTERS
                      Goodnight, everybody!
                      Goodnight, Jack!

     The assembly breaks up.  Jack turns to leave but his path is
     blocked by A COUPLE OF ADORABLY HIDEOUS KID MONSTERS.

                                 COUPLE OF KID MONSTERS
                          (plead)
                      Just one more time, Jack!

     Jack rattles his bones once more for the kids.  They shriek a
     gleeful shriek and scamper off.

     AT THE CORNER OF THE TOWN SQUARE,

     Jack passes a STREET BAND -- fellow skeletons down on their luck:
     an ACCORDION PLAYER, A SAX PLAYER, AND A VIOLINIST.  He tosses a
     coin into their hat.  Playing, they nod their thanks.

                                                               CUT TO:

     EXT. CEMETERY. NIGHT/LATER.

     Utterly dejected, Sally crouches behind a tombstone.  She hugs
     herself with her remaining arm.

     THE SUDDEN SOUND OF SOMEONE APPROACHING (O.S.)

     makes her freeze.  She dares to peek over the top of the
     tombstone to see who it is --

     IT'S JACK.

     The sight of him immediately comforts her.

                                 SALLY
                      Oh... it's Jack...  Look at him
                      -- he's so alive... So happy...
                      He's so filled with confidence
                      he could teach the wolves to
                      howl!

     Sally lets out a little whimper of self-pity and collapses out of
     sight behind the tombstone to feel sorry for herself...

                                 SALLY
                      He'll never notice me.  Why
                      would he?  Why should he?

     Sally hugs herself again -- as best she can with her one arm.

     JACK

     makes his way past the markers and mausoleums.  He looks around
     and, since Sally is hidden behind the tombstone, he doesn't see
     anyone.  He starts the long climb up Cemetery Ridge as he sings:

     >>>>> JACK'S LAMENT

                                 JACK
                There are few who'd deny, at what I do I am the best
                      For my talents are renowned far and wide
                When it comes to surprises in the moon-lit night,
                      I excel without ever even trying.

            With the slightest little effort of my ghost-like charms
                      I have seen grown men give out a shriek
             With the wave of my hand, and a well-placed moan,
                      I have swept the very bravest off their feet.

     Jack pauses a moment, as if letting these facts settle in, then
     heaves a huge sigh and sags miserably.

     Jack's ghost dog, ZERO, rises out of his grave, floats over to
     Jack and circles around him.  Trying to comfort his beloved
     master, he drapes himself over Jack's shoulder and lays a
     sympathetic head on him.

     Hunched over with sorrow, Jack drags his bones on up the desolate
     hill.

                                 JACK
              Yet year after year, it's the same routine
                      And I grow so weary of the sound of screams
              And I, Jack, the PUMPKIN KING!
                      Have grown so tired of the same old thing....

     Zero drifts sadly to the ground, and flattens faithfully beside
     his master -- only his shiny little jack o'lantern nose on the
     end of his pointy snout sticks up.

     Jack tragically reaches the crest of the long hill.  Zero
     follows, dragging along the ground after him.

                                 JACK
              Oh somewhere deep inside of these bones
                     An emptiness began to grow
               There's something out there far from my home
                     A longing that I've never known
                                ... I've never known.

     Jack gazes hopelessly out over Halloweenland.

     BEHIND HER TOMBSTONE,

     Sally can't believe what she's hearing.  She peeks, but hides
     again.  She listens breathlessly as

     Jack continues his soul-searching.

                                 JACK
                I'm a master of fright, and a demon of light
                      And I'll scare you right out of your pants, boy
                To a guy in Kentucky, I'm Mister Unlucky
                      And I'm known throughout England and France, boy

                And since I am dead, I can take off my head
                      To recite Shakespearian quotations
                No animal or man can scream like I can
                      With the fury of my recitations.

                But who here would ever understand
                      That the Pumpkin King with the skeleton grin
                Would tire of his crown -- if they only understood
                      He would give it all up if he only could
                                          ... if he only could

     SALLY'S

     heart goes out to Jack.  She had no idea he felt this way, no
     idea of his tragic side.  She wants to show him that he's not as
     alone as he thinks, that she understands him.  But she's timid --
     should she come out from behind the tombstone?  Dare she dare?
     Should she?  Shouldn't she?

                                 JACK
               Oh, there's an empty place in my bones
                     That calls out for something unknown
              The fame and praise, come year after year,
                     Does nothing for these empty tears
                                  ... these empty tears....

     JACK

     heads off with Zero, staggering away blind in his misery,
     while...

     SALLY,

     still crouched behind the tombstone, continues to debate with
     herself...

     Jack has left the cemetery and disappeared from sight when she
     finally screws up her courage and pops up full of determination
     and shouts:

                                 SALLY
                      JACK!  I KNOW YOU HARDLY KNOW
                      ME, BUT --

     He isn't there to hear her...  Shocked and disappointed, Sally's
     rag doll body goes floppy again.

     Her voice gets high and tiny... then trails off, almost
     tearfully...

                                 SALLY (CONT'D)
                      -- I feel the same way you
                      do...

     Sally stares sadly into the empty spot Jack so recently occupied,
     then turns and hobbles limply away.  She stops at a

     WEED-CHOKED AND DESICCATED LITTLE HERB GARDEN

     set beside a cluster of tombstones at the edge of the graveyard.
     The herbs growing there are labelled: "Henbane," "Witch Hazel,"
     "Deadly Night Shade."

     As best she can with her single arm, Sally gathers fresh sprigs
     of Deadly Night Shade.

                                                               CUT TO:

     EXT. WILDERNESS. NIGHT/LATER.

     Lost in his private tragedy, Jack lurches heedlessly forward.
     Looking around confused -- they've never been here before -- Zero
     floats quickly after, hurrying to catch up.  Whimpering, he bites
     Jack's coattails and pulls -- trying his best to get Jack to
     stop, to turn around...

                                 JACK
                      No, Zero.

     Jack pulls free.

     Trying again, Zero grabs Jack by the leg, wrapping his mouth
     around Jack's skinny shin bone.

                                 JACK
                      No.  No playing today, Zero...
                      I'm just not in the mood.

     Zero lets go and Jack marches wretchedly forward.

                                                               CUT TO:

     INT. EVIL SCIENTIST'S HOUSE. KITCHEN. NIGHT/LATER.

     CLOSE ON:

     AN EMPTY JAR MARKED "DEADLY NIGHT SHADE."

     SALLY

     drops in the fresh sprigs of the herb.

                                 EVIL SCIENTIST (O.S.)
                      Sally?

     Alarmed, Sally screws the lid back on -- as quickly as she can
     with only one arm -- and hides the jar at the back of a cabinet.

     THE EVIL SCIENTIST

     is a twisted silhouette in the doorway behind Sally.

                                 EVIL SCIENTIST
                      You came back.

     Gasping guiltily, Sally spins around.

                                 SALLY
                      Yes.

                                 EVIL SCIENTIST
                      For this.

     He holds up Sally's torn-off arm -- as well as a large shiny
     needle threaded with a long strand of thread.

                                 SALLY
                      Yes.

                                 EVIL SCIENTIST
                      Didn't I tell you?  I'm always
                      right, you know, my dear...
                      Aren't I?

                                 SALLY
                      Yes.

     Smiling his mad grin, the scientist gestures into the room behind
     him.

                                 EVIL SCIENTIST
                      Shall we?

     He makes way for Sally.

     After a beat, Sally nods.  Resigned, she trudges past him.

     He jauntily follows her.

                                                               CUT TO:

     INT. EVIL SCIENTIST'S LABORATORY. NIGHT/LATER.

     The Evil Scientist carefully sews Sally's arm back on -- evenso
     the stitches are crude and the fit awkward.  The expression on
     her face is more tragic than ever.

                                 EVIL SCIENTIST
                      You're mine, you know.  I made
                      you.

                                 SALLY
                      I know.

                                 EVIL SCIENTIST
                      If you went away, what would
                      become of me?

                                 SALLY
                      I'm grown up now.  I have to
                      leave some time.

                                 EVIL SCIENTIST
                      Of course you do, and I want
                      you to... but there's no need
                      to hurry it along, is there?

                                 SALLY
                      I can't help it.

                                 EVIL SCIENTIST
                      That's twice this month you've
                      slipped Deadly Night Shade into
                      my tea and run off.  People
                      might get the wrong idea and
                      think you're unhappy at home.

     Sally whimpers sadly.

                                 EVIL SCIENTIST
                      I do the best I can to make it
                      comfortable for us here.

                                 SALLY
                      I know.

                                 EVIL SCIENTIST
                      But I guess my best just isn't
                      good enough.

     As anxious as she is to be away from here, Sally can't bear the
     thought of hurting anybody and instinctively tries to make him
     feel better.

                                 SALLY
                      That's not true.  It's a
                      beautiful home, wonderfully
                      comfortable... I'm indebted to
                      you for everything... It's
                      just...

                                 EVIL SCIENTIST
                      Just what?

                                 SALLY
                      Just me, I suppose...  I'm
                      restless.  I can't help it.

     The scientist smiles, feeling Sally under his sway again.  He
     pats her consolingly, then finishes sewing on her arm and makes
     an elaborate knot at the end of his stitches.  He snips the
     thread and puts away his sewing kit.

                                 EVIL SCIENTIST
                      It's a phase, my dear.  It'll
                      pass.  We need to be patient,
                      that's all.

     Sally heaves a big sigh.

                                 SALLY
                      That's all....

     She looks off tragically.  Outside, it's sunrise.

                                                               CUT TO:

     EXT. FOREST. DAWN.

     Still bowed by the depth of his despair, unaware of time, or
     distance, or anything, Jack wanders through the gloom of the
     forest.  Zero floats protectively at his side.

     Suddenly, Jack is stabbed by a ray of light from the rising sun.

                                 JACK
                      Ow!

     Cringing, he stops in his tracks.  When he dares to look around
     him, it is as though he has just been woken up from a dream.

                                 JACK
                      Where am I?

     Zero barks his haunted ghost bark.  Jack seems to notice the dog.

                                 JACK
                      Zero!  Where are we?  We've
                      never been here, have we, boy?

     Jack takes a few steps one direction and looks curiously, then a
     few steps in another direction and looks -- and looks.

                                 JACK
                      It's some place new.

     Zero circles Jack, whirling him around, trying to aim him back
     toward home.  But Jack resists.  He wants to see whatever there
     is to see.

     He proceeds deeper into the woods.

                                                               CUT TO:

     EXT. JACK'S TOWER. DAY.

     The Mayor's hearse pulls up in front of Jack's tower.  The Mayor
     climbs out, arms brimming with blueprints and plans.  He struts
     to Jack's door -- his self-confident face on -- and bangs the
     knocker.

                                 MAYOR
                      Jack?!

     He waits for an answer.  There isn't any.  Even this little bit
     of suspense brings out the Mayor's other face -- this one is
     scared, self-doubting.

                                 MAYOR
                      Jack?!  You home?!

     There's still no answer.

     The mayor squints out into the street.  Clearing his throat, he
     barks confidently at PASSERS-BY:

                                 MAYOR
                           (to various passers-
                            by)
                      Have you seen Jack?...  Have
                      you seen Jack?...

     But nobody has.  He doesn't bother to ask the Street Band set up
     across the street.

     The mayor's bravado face evaporates and the whiny one takes over.

                                 MAYOR
                      Where is he?  We had an
                      appointment.

     His blustery face back on, the Mayor shouts up to Jack's room at
     the top of the tower.

                                 MAYOR
                      Jack?!  I've got the plans for
                      next year!  See?!

     He holds up the blueprints and plans he carries.

                                 MAYOR
                      I need to go over them with you
                      so we can get started!
                      Halloween'll be here again in
                      no time!  Three hundred and
                      sixty odd days fly by too fast!

     The Mayor's faces alternate in progressively rapid succession as
     panic sets in.

                                 MAYOR
                           (shouts desperately)
                      Jack!  Please!  I'm only an
                      elected official here!  I can't
                      make decisions!  Jack!  Answer
                      me!

     Ruined, the Mayor crumples.

     The ACCORDION PLAYER of the Street Band says quietly from across
     the street:

                                 ACCORDION PLAYER
                      He can't.

     The Mayor looks up.

                                 MAYOR
                      Why not?

                                 ACCORDION PLAYER
                      He's not home.

                                 MAYOR
                      Where is he?

                                 ACCORDION PLAYER
                      He hasn't been home all night.

     The Mayor tries to rouse himself, but he's shorted out,
     exhausted...

                                 MAYOR
                           (feebly)
                      Oh...

     He drops again to the sidewalk.

                                                               CUT TO:

     EXT. EVIL SCIENTIST'S HOUSE. DAY/LATER.

     Sally peers out of an upper-storey window -- expression eager and
     despairing at once.

                                                               CUT TO:

     INT. FOREST. DUSK.

     It is just before night.  Jack strides forward toward a

     DISTANT PUMPKIN SHAPE

     that seems to be carved out of the dark and outlined by glowing
     light.

     Jack can't wait to find out what it means, but Zero, warier than
     his master and far less enthusiastic about this adventure, lags
     behind.

     Arriving at the Pumpkin shape, Jack eagerly reaches out to it.
     When he touches it, it gives -- CREAKING OPEN to more woods
     beyond.  It's a DOOR.

     Zero hurries to catch up as Jack steps through the Pumpkin-shaped
     Door and out into a

     CLEARING

     in this next forest.  Awed, Jack stops dead in the middle of the
     clearing and gapes at what he sees -- there are

     MORE DOORWAYS

     etched into the trunks of the trees that ring the clearing.  To
     us, these doorways make sense -- one is shaped like an EASTER
     EGG, another like a FIRECRACKER, another like a VALENTINE,
     another like a SHAMROCK, and another like a CHRISTMAS TREE.  To
     Jack, who's never heard of the other holidays, these doorways are
     a total mystery.

     He is especially TRANSFIXED by the

     CHRISTMAS TREE-SHAPED DOOR.

     It rattles invitingly on its hinges.  Gusts of cold air blow out
     from behind it.  Snow oozes out beneath.  The drama of it draws
     Jack closer.

     Zero hesitates in the Pumpkin-shaped doorway, uneasy about
     crossing through it to the other side -- but the sight of Jack,
     striding resolutely toward the Christmas Tree-shaped door, makes
     him swoop quickly after.

     Using all his strength, Jack wrenches open the Christmas Tree-
     shaped door.  There is a moment's delay -- darkness, stillness,
     silence -- then the instantaneous fury of a

     HOWLING BLIZZARD.

     A quick blast of snow knocks Zero clear back through the Pumpkin-
     shaped doorway.

     The whipping winter wind curls around Jack's frail bones and
     SUCKS HIM IN THROUGH THE OPEN DOOR.  Jack disappears.  The
     Christmas Tree-shaped door SLAMS SHUT.

     After a beat:

     Zero pokes his head up over the lintel of the Pumpkin-shaped
     doorway and sees that Jack has vanished.  Panic-stricken, he
     streaks across the clearing to the closed Christmas Tree door.

     Crying, he scratches on the door, tries to squeeze under it (his
     vaporous body is easy, but his head and jack o'lantern nose are
     another matter), circles the tree, investigates for another
     entrance (above, below, every which way).  He tries everything in
     his ghost-dog powers to get in -- but all in vain.  He has no
     choice but to wait.  Ears cocked, he settles down to stare and
     stare at the strange door that swallowed his master....

                                                               CUT TO:

     THE WHIRLING, SNOW-SWIRLING TUNNEL OF BLACKNESS

     through which Jack FALLS.  The fall abruptly ends.  BLACK.

                                                               CUT TO:

     EXT. CHRISTMASTOWN. NIGHT.

     Jack sits up in the snow bank where he has landed.  He looks
     excitedly around.  He marvels first at the miracle of snow.

     >>>>> WHAT'S THIS?

                                 JACK
                      What's this?  What's this?
                      There's color everywhere... What's this?
                      There's white things in the air... What's this?
                      I can't believe my eyes I must be dreaming,
                      Wake up, Jack, this isn't fair... What's this?

     He cavorts excitedly in the snow, slipping and sliding and
     finally tumbling down a hill into the center of Christmastown.
     He springs up, shakes himself off, and enthusiastically explores
     the snow-blanketed village.

                                 JACK (CONT'D)
                      What's this?  What's this?
                      There's something very wrong... What's this?
                      There're people singing songs... What's this?
                      The streets are lined with
                      Little creatures laughing,
                      Everybody seems so happy,
                      Have I possibly gone daffy...?
                      What is this...?  What's this?

                      There're children throwing snowballs
                      Here instead of throwing heads.
                      They're busy building toys
                      And absolutely no one's dead.

     Here in Christmastown, every tree is a Christmas tree and each
     house is shinier and more beautifully decorated than the next.

                                 JACK (CONT'D)
                      There's frost on every window,
                      Oh, I can't believe my eyes,
                      And in my bones I feel a warmth
                      That's coming from inside...

     Jack peeks into warmly-lighted homes...  Jack uses his consummate
     Halloween trickster skills to see without being seen...

                                 JACK (CONT'D)
                      Oh, look, what's this?
                      They're hanging mistletoe... They kiss --
                      Why that looks so unique... Inspired!
                      They're gathering around to hear a story,
                      Roasting chestnuts on a fire...  What's this?

                      What's this?  In here
                      They've got a little tree... how queer!
                      And who would ever think... and why?
                      They're covering it with
                      Tiny little things, they've got
                      Electric lights on strings, and there's a
                      Smile on everyone, so now
                      Correct me if I'm wrong...
                      This looks like fun,
                      This looks like fun,
                      Oh, could it be I got my wish...?  What's this?

     Jack enters the CHILDRENS' cozy BEDROOM in one house...

                                 JACK (CONT'D)
                      Oh my, what now?
                      The children are asleep...  But look --
                      There's nothing underneath...  No ghouls
                      No witches here to scream and scare them
                                        ... or ensnare them...
                      Only cozy little things
                      Secure inside their dreamland...  What's this?

     Distracted, Jack goes off to leave the child at whom he has been
     peering suddenly wide awake and terrified...

     Jack is back outside...

                                 JACK (CONT'D)
                      The monsters are all missing
                      And the nightmares can't be found
                      And in their place there seems to be
                      Good feeling all around...

                      Instead of screams I swear I can hear
                      Music in the air.
                      The smell of cakes and pies
                      Is absolutely everywhere...

                      The sights, the sounds,
                      They're everywhere and all around...
                      I've never felt so good before...
                      The empty place inside of me is filling up
                      I simply cannot get enough.
                      I want it, oh, I want it...
                      Oh, I want it for my own.
                      I've got to know
                      I've got to know
                      What is this place that I have found?

                      WHAT IS THIS???

     Jack darts this way and that and runs and runs, trying to get his
     fill of this strange new wonderful place.

     He trips and falls and starts to roll and as he rolls he gathers
     snow -- he becomes a gigantic snowball barrelling through
     Christmas town, stopping only when he SLAMS INTO

     ONE OF TWO GIGANTIC CANDY CANES...

     between which spans a sign.  Jack bursts out of his snow ball
     only to have fresh snow dumped on him which falls from the sign
     between the two tall candy canes.

     Jack shakes himself free of this fresh heap of snow, looks up at
     the wide welcoming sign:

                          CHRISTMASTOWN

     And thoughtfully reads...

                                 JACK
                      .... Christmastown?  Hmmmmmmmm.

     Jack studies the town from this distance -- the lights glow
     heart-warmingly.

                                 JACK
                      Incredible.  I'll need proof...

     On his feet again, he slinks quietly back toward Christmastown.

                                                               CUT TO:

     EXT. HALLOWEEN TOWN SQUARE. DAY.

     A number of the worried citizens of Halloweenland have gathered.
     They chatter among themselves.  The MAYOR addresses them from the
     top of his hearse.

                                 MAYOR
                      Quiet.  Quiet now.  We all
                      agree that two days is far too
                      long for Jack to have been gone
                      without warning...  Is there
                      anywhere we've forgotten to
                      check?

                                 MONSTER WITH THE TEAR-AWAY FACE
                      I looked in every mausoleum.

                                 TWO WITCHES
                           (in unison)
                      We opened the sarcophagi.

                                 BLIND-FOLDED, EXECUTED MAN
                      I tromped through the Pumpkin
                      Patch.

                                 VAMPIRE
                      I peeked behind the Cyclops'
                      eye.

     The other citizens wheel around to look at him disbelievingly.

                                 VAMPIRE
                           (defensively)
                      I did!...
                           (then adds sadly)
                      But he wasn't there...

     Everyone sighs.

                                 MAYOR
                      It's time to sound the
                      alarms...

                                                               CUT TO:

     INT. EVIL SCIENTIST'S KITCHEN. DAY/LATER

     Outside, the alarms wail in the distance while, inside, Sally
     speedily whips up a pot of sleeping-potion soup.

     She keeps looking out the window, hoping for a hint of what's
     going on, but nothing -- not a clue.  Eager to find out, she
     hurries the soup along...

     Various spice jars are out on the counter -- among them, the one
     labelled "Deadly Night Shade," the entire contents of which she
     dumps into the pot.

                                 SALLY
                           (to herself)
                      Regular dose...  Double dose...
                      Double, double dose.  He'll be
                      able to smell a double, double
                      dose of Deadly Night Shade...
                      Anybody could.

     She studies the other jars and picks the one labelled "Frog's
     Breath."

                                 SALLY (CONT'D)
                      Frog's Breath will overpower
                      any smell.

     She opens the jar.  Recoiling from the odor, she turns aside,
     trying to escape the fumes as she pours some of the Frog's Breath
     into the soup -- but it starts to overwhelm her anyway.  She
     swoons.  Her knees buckle.

     In her swoon, she fumbles blindly among the other jars.

                                 SALLY
                           (choking)
                      Sweet Pea...  Where's that
                      Sweet Pea...  Too bitter...
                      Too bitter...

     Her hand finally locates the jar labelled, "Sweet Pea."

     The Evil Scientist calls from another room:

                                 EVIL SCIENTIST (O.S.)
                      Sally?

     Still choking, hardly able even to squeak out an answer, Sally
     struggles to open the Sweet Pea jar.

                                 EVIL SCIENTIST (O.S.)
                      Where's my soup?

     Sally finally gets the jar open.  As fast as she can, she empties
     it into the soup and hovers above the pot.  In a moment, the
     Sweet Pea takes effect and Sally's strength begins to return.

                                 SALLY
                           (gasps)
                      Coming...

                                 EVIL SCIENTIST (O.S.)
                      Good.  I'm hungry.

     Still a bit shaky, Sally reaches for one more jar.  The label on
     this one reads, "Worm's Wart."

                                 SALLY
                           (hoarsely)
                      A handful of Worm's Wart just
                      for distraction.  It'll throw
                      him off the trail for sure...

     She drops in some Worm's Wart, stirs the soup, then ladles out a
     bowlful.

                                                               CUT TO:

     INT. EVIL SCIENTIST'S LABORATORY. DAY.

     The Evil Scientist is at his lab table, peering into a microscope
     and thinking -- which, for him, involves lifting off the top of
     his skull and tickling and scrambling the brains inside.

     Sally carries in a tray holding his bowl of soup.

                                 SALLY
                      Lunch.

     The scientist impatiently gestures her over.  He replaces the top
     of his skull...

                                 EVIL SCIENTIST
                      Excellent.  Over here.  Over
                      here.  Set it down.

     She gingerly sets the tray in front of him.

     The scientist inhales a deep sniff of the steam curling off the
     soup.

                                 EVIL SCIENTIST
                      Ah...  What's that?...  Worm's
                      Wart!

     He glances suspiciously at Sally.

                                 EVIL SCIENTIST
                      What trail are you trying to
                      throw me off now?

                                 SALLY
                           (stammers; feigns
                            innocence)
                      Nothing.  W-w-what are you
                      talking about?

     The scientist pushes the bowl of soup toward Sally.

                                 EVIL SCIENTIST
                      Taste it.

                                 SALLY
                      But why?  It's your lunch.
                      There isn't much there in the
                      first place.

                                 EVIL SCIENTIST
                      Taste it.

                                 SALLY
                      No.

                                 EVIL SCIENTIST
                      Why not?

                                 SALLY
                      I'm not hungry.
                           (acts all hurt)
                      What's wrong?  I spent all
                      morning on that soup.  I
                      thought you liked Worm's Wart.

                                 EVIL SCIENTIST
                      There's nothing more suspicious
                      than Worm's Wart -- it
                      distracts one from every other
                      taste and smell.

     He dips a spoon into the soup then holds it up to Sally.

                                 EVIL SCIENTIST
                      Until you taste it, I won't eat
                      a bite.

     Sally crumples.

                                 SALLY
                      But I have to go out.
                      Something's happening out
                      there.

                                 EVIL SCIENTIST
                      Whatever it is, it's none of
                      your concern.

     He waves the spoon at her.

                                 EVIL SCIENTIST
                      Eat.

     She keeps her lips closed tight.

                                 EVIL SCIENTIST
                           (lapses into self-pity
                            mode)
                      Then we'll both starve...  An
                      old man like me, who hardly has
                      strength as it is -- me,
                      without whom... me, your own
                      father...

                                 SALLY
                      Can't you make other creations?

                                 EVIL SCIENTIST
                      I could.  Of course I could.
                      But no one would be like you...
                           (pours it on again)
                      I'll never understand how you
                      can be so cold-hearted, how you
                      can treat me this way,
                      discarding me like--

     It works.  He wears Sally down:

                                 SALLY
                           (interrupts)
                      All right...  All right...
                      I'll eat it.

     She closes her eyes and sips the soup off the spoon.

                                                               CUT TO:

     EXT. TOWN SQUARE. DUSK.

     The Mayor lies sprawled on top of his hearse, staring up at the
     sky for ideas.  He's exhausted, as are the assembled citizens of
     Halloweenland, exhausted from exhausting their alternatives when
     it comes to seeking Jack.

     The Mayor lifts his heavy head and feebly asks:

                                 MAYOR
                      Did anybody think to dredge the
                      lake?

     A recumbent corpse sits up and nods:

                                 CORPSE
                      This morning.

     The corpse flops down again.

     The mayor lets his head fall back.

     IN THE DISTANCE,

     there's a BARK (O.S.)

                                 WITCH #1
                      Hear that?

                                 WITCH #2
                      What?

     Now a DEEP RUMBLING (O.S.) can just be heard -- punctuated by
     another sharp BARK (O.S.)

                                 WITCH #3
                      Ssh!

     They listen.  More RUMBLING.  DEFINITE BARKS NOW.

                                 VAMPIRE
                           (excited)
                      Zero?!

     The sounds get louder, closer...

     The group revives.  The mayor sits up.  Before long...

     AROUND THE CORNER

     comes an ecstatic Jack driving a jaunty, Christmasland SNOW
     MOBILE, heavily laden with Christmasland memorabilia.  A joyous
     Zero loops-the-loop around his master.

                                 MAYOR AND VARIOUS CITIZENS
                      Look!  It's Jack!

                                 JACK
                      I'M BACK!

     The Halloweenland citizens gape.

                                 VAMPIRE
                      Where've you been?

                                 JACK
                      I can't wait to tell all of you
                      all about it!
                           (to the Mayor)
                      Mayor!  Call us a town meeting!

                                                               CUT TO:

     EXT. HALLOWEEN STREETS. EVENING.

     The Mayor's hearse glides through town, p.a. system blaring:

                                 MAYOR'S AMPLIFIED VOICE
                      Town meeting!  Town meeting
                      tonight!

     The hearse passes the

     DESERTED GOTHIC MANSE.

     Out stream the Creatures, Corpses, and other Vampires.

                                                               CUT TO:

     EXT. CEMETERY. EVENING.

     As the hearse passes and the announcement is heard, the
     GRAVESTONES open.

                                                               CUT TO:

     EXT. MORE HALLOWEEN STREETS. EVENING.

     The hearse threads through town past the EVIL SCIENTIST'S HOUSE.

                                                               CUT TO:

     INT. EVIL SCIENTIST'S LABORATORY. EVENING/SAME TIME.

     Sally and the Evil Scientist are both asleep -- the Evil
     scientist snores, his head on the lab table beside the now empty
     bowl; Sally has fallen asleep on her way through the doorway --
     hat on, arm half-way into the sleeve of her coat.

                                 MAYOR'S AMPLIFIED VOICE (O.S.)
                      Town meeting!  Town meeting
                      tonight!

     Neither of them hears the announcement.  Neither of them stirs.
     Their deep sleep goes on undisturbed.

                                                               CUT TO:

     EXT. TOWN HALL. NIGHT.

     The town hall is a tilted Chautauqua meetinghouse.  We HEAR the
     noise of the crowd inside and see a few Halloweenland latecomers
     hurry in.

                                                               CUT TO:

     INT. TOWN HALL. NIGHT.

     Jack stands at a podium on a stage at the end of the big meeting
     hall.  Set up beside him is a table piled high with (at this
     point) non-descripit objects.

     The murmuring crowd presses close to the stage.  Of course, Sally
     and the Evil Scientist are absent.

     Jack holds up his hands for attention.

                                 JACK
                      Listen everyone.  I want to
                      tell you about where I've been!

     He sings:

     >>>>> THE TOWN MEETING SONG

                                 JACK
                      There were objects so peculiar
                      They were not to be believed
                      All around things to tantalize my brain.
                      It's a world unlike anything I've ever seen
                      And as hard as I try...
                      I can't seem to describe
                      Like a most improbable dream...

                      But you must believe when I tell you this
                      It's as real as my skull, and it does exist.

     Turning to sort through the objects on the table, Jack speaks:

                                 JACK
                      Here...  Let me show you.

     The people press even closer.

                                 PEOPLE
                      Ohhhh....

     Jack holds up a wrapped gift:

                                 JACK
                      This is a thing called a present.
                      The whole thing starts with a box...

                                 VARIOUS PEOPLE
                      -- A box?
                      --        Is it steel?
                      --                     Are there locks?
                      -- Is it filled with a pox?
                      --                          A pox!
                      -- How delightful, a pox!

     Jack interrupts their excited babbling:

                                 JACK
                      If you please!!!

     He sings on:

                                 JACK
                      Just a box with bright colored paper
                      And the whole thing topped with a bow.

                                 VARIOUS PEOPLE
                      -- A bow?
                      --        But why?
                      --                  How ugly!
                      -- What's in it?
                      --                What's in it?

                                 JACK
                      That's the point of the thing, not to know!

                                 VARIOUS PEOPLE
                      -- It's a bat.
                      --              Will it bend?
                      -- It's a rat.
                      --              Will it break?
                      -- Perhaps it's the head that I found in the lake.

                                 JACK
                      Listen now, you don't understand.
                      That's not the point of Christmasland.

     Jack shakes his finger at them:

                                 JACK
                      Now, pay attention.

     He takes a Christmas stocking off his display table and sings
     again:

                                 JACK
                      Now we pick up an oversized sock...
                      And bang it like this on the wall.

     The irrepressible crowd bubbles over again:

                                 VARIOUS PEOPLE
                      -- Oh yes, does it still have a foot?
                      -- Let me see...
                      --                Let me look...
                      -- Is it rotted and covered with gook?

     Jack is getting very frustrated:

                                 JACK
                      Let me explain.

     But to no avail...

                                 VARIOUS PEOPLE
                      -- Small toys?
                      --             Do they bite?
                      --                           Do they snap?
                      -- Or perhaps they just spring out and
                         Scare girls and boys.

     The Mayor struts to the front of the audience.

                                 MAYOR
                      What a splendid idea --
                      This Christmas sounds fun.
                      Why I fully endorse it!
                      Let's try it at once!

     But doubt immediately overtakes the Mayor as Jack expresses his
     exasperation with the way things are going...

                                 JACK
                      Everyone, please, now not so fast.
                      There's something here that you don't quite grasp.

     Confident face evaporating, the Mayor skulks off.

     Jack looks down at the faces tipped up toward him -- in the
     expressions, puzzlement replaces eagerness.

                                 JACK
                           (to himself)
                      Well, I may as well give them
                      what they want.

     Jack picks up his song again -- the showman once more:

                                 JACK
                      And the best, I must confess,
                        I have saved for the last
                      For the ruler of this Christmasland...
                        Is a fearsome king with a deep mighty voice
                      Least, that is what I've come to understand.

                      And I've also heard it told
                      That he's something to behold
                      Like a lobster, huge and red...
                      And sets out to slay with his raingear on,
                      Carting bulging sacks with his big great arms...
                      That is, so I've heard it said.

     Listening to this, the people of Halloweenland are absolutely
     spellbound, rapt, and quiet for a change.

                                 JACK (CONT'D)
                      And on a dark, cold night
                        Under full moonlight
                      He flies off into a fog
                        Like a vulture in the sky...
                      And they call him -- Sandy Claws.

     At this conclusion, a delightful shudder runs through the
     audience.

                                 CROWD
                      OOOOH....

     They erupt into giddy chatter.

     Jack watches them from the stage, then turns to his display table
     and begins gathering up his many Christmasland souvenirs.

                                 JACK
                           (sings wistfully to
                            himself)
                      Well, at least they're excited,
                      But they don't understand
                      That special kind of feeling
                           ... In Christmasland.

     Jack shakes a Frosty the Snowman paper weight and dreamily
     watches the little snowflakes drift down.

                                 JACK
                      Oh well....

     Sighing, he packs his treasures.

                                                               CUT TO:

     INT. JACK'S TOWER. NIGHT.

     Jack happily decorates his room with the Christmasland souvenirs.

     -- He festoons the electric chair with boughs of holly and a
     sprig of mistletoe atop the confining head cap.

     -- He tosses wreaths around the necks of the gargoyles that leer
     down from corners of the ceiling.

     -- He ties a red bow on Zero.

     LATER,

     in bed, snuggled down, wearing a nightcap, his pile of Christmas
     books beside him, Jack gazes critically around his room.  It is
     over-bright with electric lights -- they're strung everywhere
     they can be strung.  Tinsel sparkles glaringly.

     Lips pursed, Jack climbs out of bed to pull a string of lights
     out behind an obscuring cobweb, then isn't satisfied just to see
     them, but traces the intricate pattern of the cobweb with them.
     He steps back for perspective, comes forward to make an
     adjustment, steps back to look again...  He frowns.  He scratches
     his head.

                                 JACK
                      It's not quite right;
                      something's wrong... But
                      what?...

     He paces and looks, paces and looks -- but the mystery remains a
     mystery.

                                                               CUT TO:

     INT. EVIL SCIENTIST'S HOUSE. DAY.

     Still suffering the effects of her own sleeping potion, a
     disheveled Sally drags through the house.

     The DOORBELL RINGS (O.S.).

     Sally turns sluggishly.

                                 SALLY
                           (slowly)
                      Who could that be?

     She shuffles toward it.

                                                               CUT TO:

     INT. EVIL SCIENTIST'S FRONT DOOR. DAY/MOMENTS LATER.

     Sally drags open the front door.  There, on the front stoop, to
     her utter astonishment stands

     JACK.

     He has on a cheery face, but it is obvious to her that he is
     disturbed.

                                 JACK
                      Good morning.

                                 SALLY
                           (voice little)
                      Y-you don't have to say that.
                      You don't need to pretend.  Not
                      with me.

     He looks quizzically at her.

                                 JACK
                      Is the doctor in?

                                 EVIL SCIENTIST (O.S.)
                           (calls)
                      Who is it, Sally?

     Answering for her, Jack strides right in:

                                 JACK
                           (calls to the doctor)
                      It's Jack Skellington.

                                 EVIL SCIENTIST (O.S.)
                           (calls)
                      Jack!  What a surprise, my boy,
                      a rare pleasure indeed.  Come
                      on back... I'm in the
                      laboratory.

     Jack heads back.  Sally looks tragically after.

                                                               CUT TO:

     INT. JACK'S TOWER. DUSK.

     Jack intently sets up a make-shift laboratory with equipment
     borrowed from the Evil Scientist -- a microscope, mortar and
     pestle, petri dishes, a centrifuge, test tubes, beakers already
     filled with steaming liquid.

                                                               CUT TO:

     INT. EVIL SCIENTIST'S LABORATORY. NIGHT.

     As Sally shuffles timidly into the room, the scientist doesn't
     look up from his reading.

                                 SALLY
                           (blurts)
                      Jack Skellington was here this
                      morning.

     The scientist nods without looking up:

                                 EVIL SCIENTIST
                      Uh-huh.

                                 SALLY
                      He stayed a long time.

     The scientist nods again.

                                 SALLY
                      When he left, he took a lot of
                      equipment with him.

                                 EVIL SCIENTIST
                      He's conducting experiments of
                      his own.

                                 SALLY
                      Experiments?

     Suddenly afraid for Jack, Sally wheels around and stumbles OUT
     INTO THE

     HALL

     and UP THE

     RICKETY STAIRS.

                                                               CUT TO:

     INT. SALLY'S ROOM. NIGHT/MOMENTS LATER.

     Sally rushes in and hurries across to her window.  She stands on
     tip-toe and strains to peer out.  In the distance, between two
     other buildings, she can just MAKE OUT A CORNER OF

     JACK'S TOWER.

     A strange glow emanates from there.

     Sally stares for a long time, biting her lip with worry, then
     decisively:

     Sally turns to her desk.  She takes out a piece of paper and a
     pen and writes, reading aloud as she goes:

                                 SALLY
                      Dear Doctor...  Please don't
                      come after me again.  Please
                      let me go this time.  I am all
                      grown up and need to find my
                      own life now.  I hope you will
                      understand, some day at least.
                      Signed -- Sally.  P.S. I'll
                      come visit very soon.  P.P.S.
                      There's fresh soup in the
                      'fridge.  P.P.P.S. It isn't
                      spiked.

     She adds some x's and o's to the bottom of the letter, then sets
     it on the pillow of her bed where the doctor will be sure to find
     it.

     She takes a needle and spool of thread out of her drawer, stuffs
     them into her dress, then without warning,

     JUMPS OUT HER WINDOW

     with suicidal abandon.

                                                               CUT TO:

     EXT. EVIL SCIENTIST'S HOUSE. NIGHT/CONTINUOUS TIME.

     Sally lands on the street outside -- sprawled, torn apart,
     stuffing flowing out, stitches burst.

     In a moment, she flops upright.  She pulls out the needle, the
     thread, threads the needle and, glancing every so often over her
     shoulder at the Evil Scientist's house, hurriedly proceeds to sew
     herself back together again.

     The job done.  She stashes the needle and thread and wobbly (her
     stitches are looser than the doctor's) gets to her feet to go --
     only she's sewed one of her legs on backwards -- so that when she
     takes a step, her legs walk in opposite directions and she falls
     right over.

     She lets out a little moan of frustration.  Swivelling, she looks
     back at the house, afraid of getting caught...

     She works even faster now, ripping out the stitches on the leg
     she replaced backwards and basting it back on facing forwards.

     These stitches are really huge and ungainly.  Still, they're
     substantial enough to allow her to get to her feet and totter
     away, though limping rather badly.

                                                               CUT TO:

     INT. JACK'S TOWER. SUNRISE.

     Jack has worked through the night and continues to work,
     concentrated, intent, doing his methodical best to study
     Christmas.

     -- He stares at an image of Sandy Claws he's drawn on the
     chalkboard -- with giant red lobster hand and elaborate
     raingear -- then erases it.

     -- He leafs back and forth through the Christmas books, every so
     often stopping briefly on an image -- RUDOLF, THE RED-NOSED
     REINDEER OR FROSTY, THE SNOWMAN OR AN ANNOTATED ILLUSTRATION OF
     "THE STOCKINGS ARE HUNG BY THE CHIMNEY WITH CARE."

     -- He scrapes a little bit of the shininess off a Christmas tree
     ball.  With a mortar and pestle, he grinds the flake of shininess
     to a sparkling powder, then sprinkles the powder over himself as
     if it were fairy dust.  He strikes a pose and waits -- but no
     transformation occurs.  In another beat, he turns back to his
     work table, freshly determined.

                                 JACK
                      Sooner or later this Christmas
                      will yield up its secrets to
                      me.  I'll crack it!  I will!

     -- He studies a strand of tinsel under the microscope.  It
     reflects his own hollow eye socket back to him.

                                                               CUT TO:

     EXT. JACK'S TOWER. DAY.

     Hiding in the shadows of the building across the street, Sally
     stares up at Jack's room.

     She pulls back out of sight once -- when the Evil Scientist
     passes, obviously looking for her -- but steps out again as soon
     as he's gone.

     Other citizens of Halloween look up at Jack's windows as they
     pass and shake their heads with concern, but only Sally keeps a
     vigil.

                                                               CUT TO:

     INT. JACK'S TOWER. DAY/LATER.

     Jack stands at the chalkboard where he's scribbled elaborate
     formulae: Good Cheer + Roasting Chestnuts + Sandy Claws =
     Christmas Fun.  Sugar Plums + Christmas trees + Rudolf, the Red-
     Nosed Reindeer = Christas Fun.  Presents + Mistletoe + Snowballs
     = Christmas Fun.  If A = B and B = C and A = C, then what isn't
     D?

     He feverishly crosses out some phrases, corrects others,
     substitutes, modifies.

                                                               CUT TO:

     EXT. JACK'S TOWER. DUSK.

     Using a pulley, Sally surreptitiously hoists up a basket of food.

                                                               CUT TO:

     INT. JACK'S TOWER. DUSK/CONTINUOUS TIME.

     A TOY STEAM ENGINE

     now chugs along tracks laid around the perimeter of Jack's room.
     Puffing smoke, it hauls a string of open cars filled with
     Christmas dolls and toys.  Jack adds more toys as the tiny train
     cars pass him.

     He looks up at the ODD SCRAPING SOUND of Sally's food basket
     knocking against the window.

     AT THE WINDOW,

     he unhooks the basket and lifts it in.  Inside is dinner,
     lovingly wrapped in a napkin -- a skeleton chicken, a couple of
     apple cores, and a cold bottle of newt juice.

     Jack leans

     OUT THE WINDOW

     to see who sent this to him.  His gaze locks with Sally's -- far
     below.  A beat.  He nods his thanks.  She waves -- slowly, in
     tragic sympathy.  He pulls back into his tower.

     ON THE GROUND,

     Sally keeps staring faithfully up at Jack's window.

     IN HIS TOWER,

     Jack dances around a Christmas tree, giddily tossing on
     decorations.

                                                               CUT TO:

     EXT. JACK'S TOWER. NIGHT.

     Sally is back at her post across the street, watching

     JACK'S WINDOW

     where a TALL CANDLE BURNS.

     AS IF IN TIME-LAPSE, the candle burns all the way down while the
     NIGHT PASSES INTO

     EXT. JACK'S TOWER. DAY.

     Sally sleeps curled in the doorway across the street.  She wakes
     to

     A SMALL CROWD

     gathering beneath Jack's window.

     >>>>> JACK'S OBSESSION

                                 TWO VAMPIRES
                           (quietly sing)
           Something's up with Jack, something's up with Jack...

     A THIRD VAMPIRE adds his voice...

                                 THREE VAMPIRES
              Don't know if we're ever going to get him back.

     Flanked by two corpses, a SLATHERING BEAST lumbers up, singing...

                                 SLATHERING BEAST
           He's all alone up there, locked away inside...

     The CORPSE on his right joins in...

                                 BEAST AND CORPSE
              Never says a word...

     Then BOTH CORPSES and the beast sing...

                                 BEAST AND TWO CORPSES
                                   ... hope he hasn't died...

     Then the whole crowd sings...

                                 CROWD
           Something's up with Jack...
                      ... Something's up with Jack...
                                  ... Something's up with Jack...

     Sally stays back, separate from the crowd, silent.

                                                               CUT TO:

     INT. TOWER. DAY/SAME TIME.

     Jack stands in the center of his room, a demon possessed,
     surrounded by Christmas mayhem -- the glittery decorations and
     toys and books strewn all about him.

     He sings:

                                 JACK
                      Christmastime is buzzing in my skull.
                      Will it let me be?  I cannot tell.
                      There're so many things I cannot grasp...
                      When I think I've got it, then at last
                      Through my bony fingers it does slip
                      Like a snowflake in a fiery grip.

                      Something's here I'm not quite getting
                      Though I try, I keep forgetting
                      Like a memory long since past
                      Here in an instant, gone in a flash...
                      What does it mean?  What does it mean?

                      In these little bric-a-brac,
                      A secret waiting to be cracked.
                      These dolls and toys confuse me so...
                      Confound it all -- I love it though!

                      Simple objects nothing more
                      But something's hidden through the door.
                      Though I do not have the key,
                      Something's there I cannot see.
                      What does it mean?  What does it mean?

                      I've read these Christmas books so many times
                      I know the stories and I know the rhymes
                      I know the Christmas carols all by heart...
                      My skull's so full, it's tearing me apart.
                      As often as I read them, something's wrong...
                      So hard to put my bony finger on...

     A thought strikes Jack.  He takes a new tack...  He whirls
     around, singing...

                                 JACK (CONT'D)
                      Or perhaps it's really not as
                      Deep as I've been led to think.
                      Am I trying much too hard...?
                      Of course!  I've been too close to see!
                      The answer's right in front of me!

                      It's simple really, very clear,
                      Like music drifting in the air
                      Invisible but everywhere.
                      Just because I cannot see it
                      Doesn't mean I can't believe it.

     Enthusiasm takes the place of torment.  Joy lightens Jack's
     tortured soul.

                                 JACK (CONT'D)
                      You know I think this Christmas thing --
                        It's not as tricky as it seems.
                      And why should they have all the fun?
                        It should belong to anyone...
                      Not anyone, in fact, but me!
                        Why, I could make a Christmas tree.
                      And there's no reason I can find
                        That I couldn't handle Christmastime.

                      I bet I could improve it too!
                        And that's exactly what I'll do!

     Jack hurries to the window and throws it open.

                                 JACK
                           (shouts out)
                      EUREKA!

     BELOW,

     the crowd is relieved.

                                 CROWD
                      Ahhh....

     They smile up at their beloved Skeleton Jack.  All except for
     Sally.

                                 SALLY
                           (sadly to herself)
                      Oh Jack...  Now what fever has
                      engulfed you?  Your poor
                      sensitive mind...

     Sally stares up at him...

                                                               CUT TO:

     EXT. TOWN HALL. DAY.

     A LINE of waiting Halloweeners extends out the entrance doors.
     The word, 'Christmas,' buzzes in the air.

     Sally stands in line with everyone else -- somewhere near the
     back, just behind the members of the Street Band.  She practices
     what she's going to say to Jack when it's her turn --

                                 SALLY
                           (whispers almost
                            inaudibly to herself)
                      Jack, you must let go of this
                      insanity.  Don't make this
                      mistake.  Taking over Christmas
                      is no way to fill the gaping
                      hole you feel inside.

     Sally cowers as she hears the Mayor call:

                                 MAYOR (O.S.)
                      DR. FINKELSTEIN TO THE FRONT OF
                      THE LINE!  DR. FINKELSTEIN,
                      STEP RIGHT INSIDE!

     Sally ducks out of sight behind the FURRY BEHEMOTH in back of her
     as the

     EVIL SCIENTIST

     hobbles by.  Looking for Sally, he peers through his pince-nez at
     the faces he passes.

                                 MAYOR (O.S.)
                           (shouts again)
                      DR. FINKELSTEIN!  WE'RE LOOKING
                      FOR DR. FINKELSTEIN!

     The Evil Scientist hobbles through the front door.

                                                               CUT TO:

     INT. TOWN HALL. DAY/CONTINUOUS TIME.

     At the end of the hall is Jack.

     To one side of him is his Christmas treasure trunk filled to the
     brim with dolls and toys and decorations.

     On the other side, the Mayor sits at a table.  Before him is an
     open scroll -- a long list.  With his raven feather pen, the
     Mayor enthusiastically marks off items and occasionally scribbles
     notes: forging ahead with the making of Christmas, he and Jack
     are giving out assignments to the citizens of Halloweenland.

     At the moment, Jack discusses dollmaking with a COUPLE OF LARGE
     VAMPIRES...  One of the vampires cradles an example of a BABYDOLL
     in the palm of his hand.  As he rocks it, its eyes close if it's
     lying down, but open when it's brought upright.  The doll also
     cries -- bleating sadly.

     The Vampires make a face at one another.

                                 ONE VAMPIRE
                      What kind of noise is that for
                      a baby to make?

     The other vampire shrugs.

                                 JACK
                      Can you handle it?

                                 OTHER VAMPIRE
                      We can improve it too.

                                 JACK
                      I knew it!

     The Vampires scurry off, still studying the babydoll -- looking
     for other improvements.

     Jack turns to the Evil Scientist.

                                 JACK
                      Doctor -- just the man I wanted
                      to see.

     Jack pulls a book out of his trunk.  He leafs through it to a
     PICTURE OF SANTA'S REINDEER hooked up to the sleigh and shows the
     Evil Scientist.

                                 JACK
                      I need some of these.

     The Evil Scientist peers closely at the picture of the reindeer
     in Jack's book, making quick calculations.

                                 EVIL SCIENTIST
                      These...?  Their construction
                      should be very simple, I think.

     THE MAYOR

     bellows again, practically in the Evil Scientist's ear.

                                 MAYOR
                      DR. FINKELSTEIN!

                                 EVIL SCIENTIST
                           (snaps)
                      Right here.

     The Mayor glares at him resentfully.

                                 MAYOR
                      It's about time.

     The Mayor makes a big show of checking off the doctor's name.

     Next, three mischievous Trick Or Treaters scuttle up to the
     Mayor's table.  They are small but insidious.  Professionals.
     Their names are LOCK, SHOCK & BARREL.

                                 LOCK
                      We're here!  You sent for us!

                                 SHOCK
                      Specifically.

                                 BARREL
                      By name.

                                 LOCK
                      Lock.

                                 SHOCK
                      Shock.

                                 BARREL
                      Barrel.

     The Mayor announces the little Trick Or Treaters:

                                 MAYOR
                      Oogie Boogie's Boys to see you,
                      Jack!

                                 JACK
                      Excellent.

     The Evil Scientist shuffles off with the book.

     The Mayor studies his list again:

                                 MAYOR
                      What a smashing success our
                      Christmas will be!

     Jack waves Lock, Shock & Barrel over...

                                 JACK
                      I have a very important, very
                      delicate job for you.

     They come close and huddle before him.  Jack whispers his plan --
     they titter, half-whispering themselves.

                                                               CUT TO:

     EXT. STREET OUTSIDE TOWN HALL. DAY/LATER.

     The three little Trick Or Treaters tip-toe out, still tittering
     and whispering.  They sing:

     >>>>> THE SCHEMING SONG

                                 LOCK, SHOCK & BARREL
                      Kidnap Mr. Sandy Claws...?

                                 LOCK
                      I wanna do it...

                                 BARREL
                                   ... Let's draw straws.

                                 SHOCK
                      Jack said we should work together.

                                 BARREL
                      Three of a kind...

                                 LOCK
                                     ... Birds of a feather.

                                 SHOCK
                      Now and forever...

                                 LOCK, SHOCK & BARREL
                                     ... Weeee!

     They scoot out of sight around a corner.

                                                               CUT TO:

     EXT. OUTSKIRTS OF TOWN. DAY/LATER.

     Lock, Shock & Barrel head toward their digs out of town.

                                 LOCK, SHOCK & BARREL
                      Kidnap the Sandy Claws,
                      Lock him up real tight
                      Throw away the key and then
                      Turn off all the lights.

                                 LOCK
                      First we're going to set some bait
                      Inside a nasty trap and wait.
                      When he comes a-sniffing we will
                      Snap the trap and close the gate.

                                 SHOCK
                      Wait!  I've got a better plan
                      To catch this big red lobster man.
                      Let's pop him in a boiling pot
                      And when he's done we'll butter him up!

                                                               CUT TO:

     EXT. OOGIE BOOGIE'S DUNGEON. DAY/LATER.

     Lock, Shock & Barrel arrive at the ominous stinking place.

                                 LOCK, SHOCK & BARREL
                      Kidnap the Sandy Claws
                      Throw him in a box
                      Bury him for ninety years
                      And then see if he talks.

                                 BARREL
                      Then Mr. Oogie Boogie Man
                      Can take the whole thing over then.
                      He'll be so pleased I do declare
                      That he will cook him rare...

     They zip down the cellar stairs.

                                 LOCK, SHOCK & BARREL
                      Weeee!

     The dank, crumbling stairs lead to...

                                                               CUT TO:

     INT. LOCK, SHOCK & BARREL'S PART OF BOOGIE'S DUNGEON. DAY.

     Once in their corner of the dungeon, the little Trick Or Treaters
     start to gather the things they'll need to do their job.

                                 SHOCK
                      I say that we take a cannon
                      Aim it at his door and then
                      Knock three times and when he answers
                      Sandy Claws will be no more.

                                 LOCK
                      You're so stupid, think now --
                      If we blow him up to smithereens,
                      We may lose some pieces and then
                      Jack will beat us black and green.

                                 LOCK, SHOCK & BARREL
                      Kidnap the Sandy Claws
                      Tie him in a bag
                      Throw him in the ocean
                      And then see if he is sad.

     There is a bone-chilling stirring in the next room.  All three of
     the little Trick or Treaters react.  As one, they shoot over to
     the corner furthest away from the sounds and lower their voices:

                                 LOCK, SHOCK & BARREL
                      Because Mr. Oogie Boogie
                      Is the meanest guy around,
                      If I were on his Boogie list,
                      I'd get out of town.

                                 BARREL
                      He'll be so pleased by our success
                      That he'll reward us too I bet.
                      Perhaps he'll make his special brew
                      Of snake and spider stew...

                                 LOCK, SHOCK & BARREL
                      MMMMMMM...!

                                 SHOCK
                      We're his little henchman
                      And we take our job with pride.

                                 SHOCK AND BARREL
                      We do our best to please him,
                      And stay on his good side.

                                 LOCK
                      I wish my cohorts weren't so dumb.

                                 BARREL
                      I'm not the dumb one...

                                 SHOCK
                                          ... You're no fun.

                                 LOCK
                      Shut up and listen...!

     The other two stop...

                                 LOCK
                      I've got something, listen now,
                      This one is real good, you'll see.
                      We'll send a present to his door
                      Upon there'll be a note to read.

                                 BARREL
                      Now in the box, we'll wait and hide
                      Until his curiosity
                      Entices him to look inside...

                                 LOCK, SHOCK & BARREL
                      And then we'll have him, one, two, three!

     Fully exuberant again, they gleefully collect their last few
     necessities.

                                 LOCK, SHOCK & BARREL
                      Kidnap the Sandy Claws,
                      Beat him with a stick.
                      Lock him up for ninety years
                      And see what makes him tick.

     They head back up their cellar steps.

                                                               CUT TO:

     EXT. OUTSKIRTS OF TOWN. DAY/LATER.

     The three Trick or Treaters race through a deserted lot.

                                 LOCK, SHOCK & BARREL
                      Kidnap the Sandy Claws,
                      Tie him in a knot
                      Put him in a coffin,
                      How we'd like to see him rot.

                                                               CUT TO:

     EXT. HALLOWEENLAND CEMETERY. DAY/LATER.

     Lock, Shock & Barrel skip among the tombstones.

                                 LOCK, SHOCK & BARREL
                      Kidnap the Sandy Claws.
                      Chop him into bits
                      Mr. Oogie Boogie is
                      Sure to get his kicks.

                                                               CUT TO:

     EXT. EDGE OF FOREST. DAY/LATER.

     Lock, Shock & Barrel head for the forest that Jack wandered
     through.

                                 LOCK, SHOCK & BARREL
                      Kidnap the Sandy Claws.
                      See what we will see,
                      Lock him in a cage
                      And then throwaway the key.

     They reach the very edge forest -- they are still in the light;
     one step ahead, it is dark and gloomy.

     Lock, the natural-born leader of the three, stops in his tracks
     in the last possible light.  The other two bump into him, in
     succession.  Then all three crouch down at once.  Beat.

     Simultaneously giggling, they suddenly streak forward into the
     woods and, in a moment, are swallowed up into the

     PITCH-BLACK.

     The only evidence of them left is the sound of their giggles.
     The giggles recede, then fade...

                                                               CUT TO:

     EXT. TOWN HALL. DUSK.

     No part of the line stands outside now.  The few citizens left
     still waiting for assignments stand...

                                                               CUT TO:

     INT. TOWN HALL. DUSK/CONTINUOUS TIME.

     A very anxious Sally stands at the head of the line, in a panic,
     going over and over what she intends to say:

                                 SALLY
                           (almost inaudibly)
                      Jack, you must let go of this
                      insanity...  This is a
                      mistake...

     Behind her the Furry Behemoth waits patiently.

     JACK

     works with the Street Band.  Demonstrating, he shakes a harness
     piece studded with sleigh bells.  The bells jingle cheerfully.

                                 JACK
                      Okay.  Now you.

     The members of the Band rattle their bones in response -- shaking
     legs and arms, echoing the jingle of the bells, but with their
     own distinctive hollow CLANK.

     Jack laughs, enormously pleased.

                                 JACK
                      Perfect!...  Now let's try
                      this...

     Using various jingling bells, Jack shakes out the tune to "Jingle
     Bells."

     The Band clanks the tune right back -- phrase for phrase.

     SALLY

     watches with an increasing sense of doom as her turn with Jack
     nears.

     Jack heartily shakes hands and back-slaps the three members of
     the street band.  They head off practicing...

                                 JACK
                           (calls after)
                      Thanks!  You're the absolute
                      best!

     He turns to Sally -- who stands frozen, wide-eyed, her heart a
     wild bird trapped in the cage of her chest.  He smiles
     encouragingly at her.

                                 JACK
                      Hi.  I've saved a really
                      special job for you.

     He gestures for her to step closer.

     Stiffly, she does.

                                 JACK
                           (confidentially)
                      I want you to be the one who
                      makes my Sandy Claws outfit.

     She looks stunned.  Jack nods eagerly and pats her, mistaking her
     silence for awe at the responsibility.

                                 JACK
                      I know you can do it.

     He enthusiastically proceeds to describe the costume:

                                 JACK
                      It's bright red, the reddest
                      red you can imagine -- both the
                      jacket and the pair of pants...
                      The boots are black.  There's a
                      big black belt that goes around
                      the middle...  Oh, and there's
                      white trim on the cuffs and
                      collar.

     Swallowing hard, Sally looks up at him, her wide eyes moist.  Her
     voice is tiny.

                                 SALLY
                      Are you sure, Jack?

     Jack suddenly looks confused.  He stops mid-gesture --

                                 JACK
                      Am I sure?

     Brow furrowing, he stares at the ceiling and thinks.

     Sally holds her breath, hoping...

     Finally, Jack shrugs.

                                 JACK
                      Well... the trim is
                      traditionally white from
                      everything I've studied, but if
                      you think green would give it
                      more dash...  I trust your
                      judgement.  I know you'll do a
                      great job.  Whatever you
                      decide!

     AT THAT MOMENT,

     Lock, Shock and Barrel race in dragging behind them a big sack
     with something squirming inside!

                                 LOCK, SHOCK & BARREL
                      Jack!  Jack!  We caught him!
                      We've got him!

     JACK

     strides excitedly to meet them, leaving Sally.

     SALLY

     flees, mortified, miserable.  She had hoped to help Jack, to
     spare him the pain of his enterprise, to save him from himself...
     Floppy and weak (her legs lost some stuffing in her jump from the
     Evil Scientist's window), she runs as best she can, arms and legs
     pinwheeling...

     LOCK, SHOCK & BARREL,

     in a frenzy of giggling, open the big sack and who should jump
     out but the

     EASTER BUNNY.

     Jack's face drops.  He turns on the three Trick Or Treaters.

                                 JACK
                           (loud)
                      That's not Sandy Claws!

                                 SHOCK
                      It isn't?

                                 BARREL
                      Who is it then?

                                 JACK
                           (louder)
                      Not Sandy Claws!

     The three shrink back.

                                 LOCK
                      We followed your instructions.

                                 BARREL
                      We went through the door...

                                 SHOCK
                      ...In the tree.

                                 JACK
                      Which door!?

                                 LOCK
                      The door.

                                 JACK
                      WELL, TAKE HIM BACK!

     Jack turns to the Easter Bunny and speaks loudly and slowly to
     him, hoping to be understood.

                                 JACK
                      I'm very sorry for the
                      inconvenience, sir.

     He scowls at the three Trick Or Treaters.

                                 JACK
                      Shall I send somebody else for
                      Sandy Claws?

                                 LOCK, SHOCK & BARREL
                      No!

                                 BARREL
                      Not at all!

                                 SHOCK
                      We can handle it.

                                 LOCK
                      We'll get it right this time --

                                 LOCK, SHOCK & BARREL
                      -- for sure!

                                 JACK
                      I told you -- there's more than
                      one door!  Sandy Claws is
                      behind the door shaped like
                      this --

     He holds up a cut-out of a Christmas tree.

                                 LOCK
                      Got it!

     They stuff the Easter Bunny back into the sack and hurry off.

                                 JACK
                           (shouts after them)
                      Take him home first.  And
                      apologize again.  Be careful
                      with Sandy Claws when you catch
                      him!  Treat him nicely!

     They scurry out the double doors.

                                                               CUT TO:

     INT. CHRISTMAS FACTORY. ANOTHER DAY.

     Sally sits at a sewing machine, abjectly stitching Jack's Santa
     Claus suit.  Finished with a long seam, she holds up the suit to
     see how it's coming along... and shudders in its cheerful, bright
     red glare.

                                 SALLY
                      If only he would come back to
                      his senses...

     Shaking her head, she sets the suit back in place to stitch up
     another seam.

     But Sally is alone in her distress.  Beyond her -- the little
     Halloween factory gladly hums along making Christmas.

     >>>>> MAKING CHRISTMAS SONG --

     Jack supervises and approves as the residents of Halloweenland
     busily manufacture the Halloween version of Christmas toys,
     dolls, decorations, doing their well-intentioned best to create
     the warmest, most magical Christmas yet.  The results of their
     eager efforts, unbeknownst to them, often painfully miss the
     mark:

     -- Barbie's a voodoo doll.

     -- The horrible-looking demon that springs from a Jack-In-The-Box
     has a sweet decorative bow on it.

     -- Strings of electric lights are composed of tiny skulls through
     which the colored lights gleam.

     MEANTIME,

     the Evil Scientist assembles Skeleton Reindeer from piles of
     bones.

     He also takes the opportunity to assemble himself a new and
     improved Sally.  He animates her and she smiles at him.  He is
     pleased.  She assists him in his work animating the reindeer.

     WHILE CHRISTMAS IS BEING MANUFACTURED IN HALLOWEENLAND, IT IS
     ALSO BEING MANUFACTURED IN...

                                                               CUT TO:

     INT. CHRISTMASTOWN FACTORY. DAY/SAME TIME.

     The factory looks like it was constructed by a master gingerbread
     house maker, all dandy jigsaw angles and bulbous shapes and
     filigree.  There's a calendar that tells the NUMBER OF DAYS LEFT
     'TIL CHRISTMAS -- it says ONE.

     At quaint conveyor belts, SANTA'S ELVES work their hardest:

     -- Assembling the Christmas toys we most sentimentally associate
     with Christmas, among them -- cherubic baby dolls in bonnets and
     gowns, gorgeously painted wooden rocking horses.

     -- Wrapping the beautiful gifts, colorful papers, elaborate bows.

     -- Labelling packages.

                                                               CUT TO:

     EXT. REINDEER SCHOOL. DAY.

     Santa's team of sleigh-pulling reindeer practices roof jumping
     techniques.  One YOUNG BUCK lands with a splat and must try
     again.

                                                               CUT TO:

     INT. SANTA'S COTTAGE. DAY.

     MRS. CLAUS putters in the kitchen while

     SANTA CLAUS

     sits in his big armchair in front of a roaring fire.  He is
     checking a long list, checking it twice... when the

     DOORBELL

     rings.

     Setting aside his list, Santa hoists himself to his feet and
     slowly crosses to the door.  He opens it and SEES

     LOCK, SHOCK & BARREL

     crouched on his front stoop.  They cry their little banshee cry
     and leap up at his face with their sack wide open, bagging him --
     all goes

     BLACK.

                                                               CUT TO:

     EXT. HALLOWEENLAND TOWN SQUARE. CHRISTMAS EVE.

     The town has been festooned with "Christmas" decorations.

     Presents are being loaded into the coffin sleigh.  The Evil
     Scientist oversees the harnessing up of his skeleton reindeer.
     He glowers over at

     SALLY

     morosely helps Jack on with the red coat of his Santa Claus
     outfit.  He already wears the pants and boots.  Jack is
     positively thrilled with the costume.

                                 JACK
                      It's perfect!  It couldn't be
                      more perfect!

     Jack laughs -- his version of a booming laugh.

     Sally pulls out her needle to make a last minute adjustment to
     one of the cuffs.  Then she sticks the needle back behind her ear
     where it will be handy.

     Jack puts on his white beard and turns eagerly to check his

     REFLECTION

     in the polished black side of the coffin sleigh.  He grins at
     himself... then, in a moment, his smile fades and he furrows his
     brow...  He peers closely at himself.

                                 JACK
                      Something's missing... but
                      what?  I've got the beard, the
                      coat, the boots, the belt--

     His musing is INTERRUPTED by the COMMOTION

     Lock, Shock & Barrel cause as they scuttle into view, out of
     breath, struggling with their enormous sack.

                                 LOCK, SHOCK & BARREL
                      This time we bagged him!

                                 LOCK
                      This time we really did!

                                 BARREL
                      He sure is big, Jack...

                                 SHOCK
                      And heavy...

     Reaching Jack, they dump the sack and reveal the prize inside,
     untying the knot and peeling back the sides, uncovering the
     legendary Sandy Claws.

                                 JACK
                      Sandy Claws!  Himself!  In
                      person!  I can hardly believe
                      it!  What a pleasure it is to
                      meet you!

     Santa blinks.  Jack grabs his hand and shakes it.

                                 JACK
                      Why, you have hands...  You
                      don't have claws at all...

     Santa looks around to see where he has been brought.  He gapes in
     horror at the "Christmas" decorations everywhere, at the coffin
     sleigh, at the reindeer, at the staring residents of
     Halloweenland, at Jack before him in what looks very much like a
     deflated version of his own outfit.  THE SHOCK RENDERS HIM
     SPEECHLESS.

                                 JACK
                           (delighted by Santa's
                            reaction)
                      Surprised, aren't you?  I knew
                      you would be!  But you haven't
                      seen anything yet...

     Jack pauses a beat for impact, then springs the good news:

                                 JACK (CONT'D)
                      You don't need to have another
                      worry about Christmas this
                      year.  Not a single care.
                      We've seen to every detail.

     Santa's eyes go wide and he begins to sputter -- searching for
     the words that could conceivably express the depths of his
     feelings.

     Sally looks on, horrified.

                                 JACK (CONT'D)
                      Consider this a vacation,
                      Sandy, a reward.  You've worked
                      hard for a long time.  It's
                      your turn to take it easy.
                      Leave everything to me...
                      You're going to be so pleased.
                      You just relax and enjoy
                      yourself while you're here.
                           (to Lock, Shock &
                            Barrel)
                      See that he's comfortable,
                      boys...

     Lock, Shock and Barrel grab ahold of Santa to drag him off again,
     but Jack stops them--

                                 JACK (CONT'D)
                      Just a second, fellas.

     Jack plucks the red cap off Santa's head.

                                 JACK (CONT'D)
                      Of course!  That's what I'm
                      missing....  You don't mind if
                      I borrow it, do you?  Thanks!

     He pops Santa's cap on his own head.  It is too big and droops
     charmingly over one of Jack's big eye sockets.  He grins the
     biggest grin yet.

                                 SALLY
                           (chants softly to
                            herself)
                      There must be something...
                      There must be something...
                      There must be something I can
                      do to stop him...  I know!
                      I'll make him some tea!

     She rushes off.

                                                               CUT TO:

     EXT. HALLOWEENLAND STREETS. CHRISTMAS EVE/A LITTLE LATER.

     Lock, Shock & Barrel strain to push/pull/haul/carry the
     astonished, still sputtering Santa Claus through town.

                                 BARREL
                      Where're we taking him?

                                 SHOCK
                      Where?

                                 LOCK
                      To Oogie Boogie's place, of
                      course...  There isn't any
                      place in the whole world more
                      comfortable than that, is
                      there?

                                 SHOCK & BARREL
                      No, there isn't!

                                 LOCK
                      And Jack said to make him
                      comfortable, didn't he?

                                 SHOCK & BARREL
                      Yes, he did!

     The three gleefully giggle their hideous giggle.

                                                               CUT TO:

     EXT. TOWN SQUARE. CHRISTMAS EVE/LATER.

     The Mayor gives Jack the grandest possible Halloween send-off:

                                 MAYOR
                      ...Think of us as you soar
                      triumphantly through the sky,
                      outshining any star, your
                      silhouette a dark blot breaking
                      the perfect circle of the
                      moon...  We who are left behind
                      here will surely be thinking of
                      you.

     Jack stands tall beside his sleigh.

     THE STREET BAND

     rattles a delicate "Jingle Bells."

     THE TOWNSPEOPLE

     look on proudly.

     SALLY

     hurries back with a steaming cup of her special sleeping-potion
     tea.

     THE MAYOR

     blabs on:

                                 MAYOR (CONT'D)
                      You who are our pride; you who
                      are our glory; you who have
                      frightened millions into an
                      early grave; you who have
                      devastated --

     His speech is SUDDENLY INTERRUPTED BY THE

     DESCENT OF A THICK HALLOWEEN FOG.

     The fog swirls around the assembled crowd.  It licks at the
     Mayor.  It threatens to engulf Jack, the sleigh, the skeleton
     reindeer.

                                 JACK
                      Oh no...!

     SALLY

     gazes about her in happy wonder.  The sight of the fog brings a
     wide, welcoming look of hope to her face.

     She dumps out the tea -- it eats a hole in the ground -- she
     won't be needing it after all...

     THE FOG

     swallows everyone.

                                 JACK (O.S.)
                      I'll never get the sleigh off
                      the ground in this.  The
                      reindeer can't see an inch in
                      front of their noses...

                                 VAMPIRE VOICE (O.S.)
                      This fog's as thick as...

                                 MONSTER VOICE (O.S.)
                           (finishes the thought)
                      ...Jellied brains.

                                 VAMPIRE VOICE (O.S.)
                      Yeah...

                                 JACK (O.S.)
                           (woe increasing)
                      There go my hopes, my plans, my
                      dreams... the tall-tales, the
                      legends, the lies...

     There is a thin ghostly bark (O.S.) -- it belongs to Zero.  His
     little jack o'lantern nose floats in... a tiny beacon penetrating
     the fog.

                                 CORPSE VOICE (O.S.)
                           (dour and slow)
                      There goes Christmas...

                                 JACK (O.S.)
                           (morose)
                      No, Zero...  Not now...  Down,
                      boy...

     After a long beat...

                                 JACK (O.S.)
                           (has a sudden idea)
                      Hey!  WAIT A MINUTE!

     We HEAR the sounds of RUMMAGING, of Jack MUTTERING:

                                 JACK (O.S.)
                      Where did I put that book...?
                      I know it's in here
                      somewhere...  Here it is...

     We HEAR pages turned back and forth...  Then with characteristic
     melodramatic flourish Jack RECITES:

                                 JACK (O.S.)
                      'Zero with your nose so bright,
                      Won't you guide my sleigh tonight?'

     Barking, Zero swoops with pure joy.

     The crowd cheers.

     Zero floats to the front of the sleigh and takes position.  His
     jack o'lantern nose glows brighter and brighter, soon
     illuminating the whole sleigh.  Jack leaps aboard.

                                 JACK
                      We're off!

     With a crack of his skeleton whip, Jack and his ghostly entourage
     are instantly aloft.  In a moment, they are gone...

     SALLY

     gapes into the swirling fog.  She stares miserably into the cup
     she emptied, then back up into the fog-choked sky.

     >>>>> SALLY'S SONG

     The Street Band materializes out of the fog.  They listen to her
     mournful song.  Moved, they accompany her.

                                                               CUT TO:

     EXT. STARRY, STARRY NIGHT. CHRISTMAS EVE.

     Jack's coffin sleigh whiplashes wildly through the glittering
     night sky -- a giddy, out of control amusement park ride.  At the
     front of the sleigh, Zero exuberantly howls.

     FAR BELOW,

     peaceful little houses dot the landscape, innocently waiting for
     Christmas.

     Laughing his best booming Santa laugh, Jack begins his descent.

                                                               CUT TO:

     EXT. SUBURBIA. CHRISTMAS EVE/LATER.

     The coffin sleigh CRASH LANDS on the roof of a little house,
     making such a racket that it wakes the sleeping family inside:
     the BABY CRIES BLOODY MURDER and we can HEAR the VOICE OF THE
     WIFE URGING HER HUSBAND TO INVESTIGATE.

     A big grin slashed across his face, Jack pops up out of the
     wreckage.  He gleefully slithers over to the chimney and JUMPS
     inside.

                                                               CUT TO:

     INT. LITTLE HOUSE. CHRISTMAS EVE/LATER.

     JACK'S SKELETAL HAND

     drops hideous little toys into the Christmas stockings hung up
     along the fireplace mantelpiece.

     THE HYSTERICAL VOICES (O.S.)

     continue: ("Get the gun!"  "We don't have a gun!"  "Well, grab
     something!").  As does the CRYING of the baby.  CLOSE BY:

                                 LITTLE BOY'S VOICE (O.S.)
                           (sweetly)
                      Santa?

     JACK

     spins around to see A LITTLE BOY STARING UP AT HIM.  At the sight
     of Jack, the little boy looks stunned.

                                 JACK
                      Merry Christmas!

     Jack springs over to the boy.  The little boy stands frozen in
     place.  The chaos (O.S.) persists:  ("Where is he?"  "He's not in
     his bed?"  "No!"  "Check downstairs."  "You check downstairs.")
     Overhead, footsteps thump to and fro.  The baby still bawls.
     Jack bends down to the little boy.

                                 JACK
                      And what is your name?

     The boy doesn't answer, doesn't move; he just keeps staring.

                                 JACK
                      I bet I have a special present
                      for you anyway!

     Jack fishes into his big sack of toys.  He pulls a SHRUNKEN HEAD
     out by its hank of hair and hands it to the little boy.

                                 JACK
                      There you go, sonny!

     With a screeching "Ho, Ho, Ho," Jack springs back to the
     fireplace and WHOOSHES up the

     CHIMNEY to the...

                                                               CUT TO:

     EXT. ROOFTOP. CHRISTMAS EVE/CONTINUOUS TIME.

     Jack leaps onto the remains of his coffin sleigh and off he
     flies.

                                                               CUT TO:

     INT. LITTLE HOUSE. CHRISTMAS EVE/SAME TIME.

     Still standing where Jack left him, the little boy stares
     morosely into the grotesque face of the Shrunken Head.

     (O.S.) Footsteps charge down the steps and pound down the hall to
     the living room doorway -- both parents at once.  We HEAR their
     horrified reactions, their BLOOD-CURDLING SCREAMS.

                                                               CUT TO:

     EXT. ROOFTOPS. CHRISTMAS EVE/LATER.

     Jack leaps nimbly from rooftop to rooftop -- merrily delivering
     presents, blissfully unaware of the havoc he is creating....

                                                               CUT TO:

     EXT. HALLOWEENLAND. CHRISTMAS EVE/SAME TIME.

     Several residents of Halloweenland eagerly crowd around the
     witches' cauldron to watch Jack whose giddy journey above the
     rooftops is reflected in the bubbling brew.  The gathering oohs
     and ahhhs and applauds.

     Sally is not among those watching.  A shriek of joy makes her
     peek forlornly out from behind a distant building.  She pulls
     back out of sight.

                                                               CUT TO:

     INT. VARIOUS HOUSES. CHRISTMAS EVE/SAME TIME.

     -- DOORS ARE LOCKED.

     -- BOLTS ARE THROWN.

     -- TELEPHONES ARE DIALLED:  "Hello, Police?!"

     -- A BABY DOLL is cradled in the lap of a LITTLE GIRL.  For no
     apparent reason, the baby doll's eyes SUDDENLY OPEN.  The little
     girl shrieks and throws the doll off her lap.

     -- A MAN-EATING WREATH snakes off the door where it hangs,
     sending out tentacles and tendrils that wrap around the LEGS OF A
     KISSING COUPLE, YANKING THEM CLEAR OFF THEIR FEET.

     -- A VAMPIRE TEDDY BEAR smiles as it totters across a room.

     -- THE TRACKS OF A MONSTROUS TOY TRAIN slither around a room,
     chasing RETREATING CHILDREN.

                                                               CUT TO:

     EXT. NEIGHBORHOOD. CHRISTMAS EVE/SAME TIME.

     Jack gleefully continues delivering Christmas, mistaking the
     irate screams and shaking fists of citizens below for gratitude.
     He waves and calls:

                                 JACK
                      YOU'RE WELCOME!!!

                                                               CUT TO:

     INT. POLICE STATION. CHRISTMAS EVE/SAME TIME.

     THE SEVERAL PHONES lined up on the SERGEANT'S DESK ring off the
     hook.  We see the sergeant as a blue uniform, a big band.  He
     answers phone after phone:

                                 POLICE SERGEANT'S VOICE
                           (into the various
                            telephones)
                      Police station...  Where did
                      you spot him?...  As fast as we
                      can...  Police station...  I
                      know, I know.  A skeleton.
                      Where are you?...  Right...
                      Just keep calm...  Turn off all
                      the lights.  Make sure the
                      doors are locked...  Hello?
                      Police station...

                                                               CUT TO:

     EXT. RADIO TOWER. CHRISTMAS EVE/LATER.

     The news broadcasts from a TALL RADIO TOWER:

                                 RADIO BROADCAST
                      Someone parading as Santa Claus
                      is ruining Christmas!...
                      Reports are pouring in from all
                      over the globe that an impostor
                      is shamelessly impersonating
                      Santa Claus and--

                                                               CUT TO:

     EXT. HALLOWEENLAND. CHRISTMAS EVE/SAME TIME.

     Sally picks up the broadcast in the sewing needle she stuck
     behind her ear:

                                 RADIO BROADCAST (CONT'D)
                      -- mocking and mangling this
                      joyous holiday.  Gruesome
                      nightmares have replaced the
                      visions of sugarplums that
                      should be dancing in our
                      children's heads.  Whole
                      families scream in terror.  The
                      authorities assure us that, at
                      this moment, the military is
                      mobilizing to stop whoever it
                      is that is perpetrating this
                      heinous crime...  The monster
                      must and will be stopped.
                      Santa Claus! -- wherever you
                      are.  Come back!  Come back and
                      set things right!  The whole
                      world is in a panic!

     Hearing this, Sally too is in a panic.  She runs one way, then
     the other.

                                 SALLY
                      I've got to help Jack!

     She runs off.

                                                               CUT TO:

     INT. BOOGIE WOOGIE'S JAIL. CHRISTMAS EVE/SAME TIME.

     Santa is behind bars, tied to a chair, in this dank, dripping,
     dark hell-hole that is Oogie Boogie's jail.

                                 SANTA
                           (bellows)
                      OUT!  LET ME OUT!  I'VE GOT TO
                      GET OUT OF HERE NOW!  IT'S
                      CHRISTMAS!!!

     Lock, Shock & Barrel watch, giggling.

                                 LOCK
                      You'd better be quiet, Sandy.

                                 SHOCK
                      Maybe he doesn't know...

                                 BARREL
                      He has to know...

                                 LOCK
                      Everybody knows about--

     He's interrupted by a FEARSOME GROANING (O.S.).  All three of the
     little Trick or Treaters whip around at the sound.

                                 LOCK, SHOCK & BARREL
                      Uh-oh.

     They high-tail it out of there.  Oogie Boogie is on his way...

     >>>>> OOGIE BOOGIE'S SONG.

     Oogie Boogie is an enormous shapeless sack, bulging with creepy-
     crawlies.  He rolls and oozes rather than walks.

     As Oogie Boogie's song concludes... a SHAPELY FEMALE LEG (that we
     recognize as Sally's), wearing a high, high heel and exposed up
     to the garter, eases seductively into view outside the jailhouse
     doorway.

     When there isn't an immediate reaction, the toe taps impatiently.

     Oogie hears...

                                 OOGIE BOOGIE
                      Huh?

     He turns and spots the beautifully turned leg.  The leg kicks a
     can-can, once, twice...

                                 OOGIE BOOGIE
                      Ooo la la...

     He chuckles to himself and slathers.  Relishing the anticipation,
     he rolls ever so slowly toward the enticement at the doorway...
     leaving his prisoner completely behind.

                                                               CUT TO:

     EXT. OOGIE BOOGIE'S JAIL. CHRISTMAS EVE/SAME TIME.

     Meantime, the REST OF SALLY hops on her remaining leg around the
     outside of Boogie's jail to the

     BACK.

     She peeks through the tiny, barred window to SEE

     INSIDE

     where Santa Claus bucks in his chair, desperate to escape.

                                 SALLY
                           (whispers)
                      Sandy...

     He whips around and is about to holler.

                                 SALLY
                           (cuts him off before
                            he can yell)
                      Ssh.  I'm here to help you.

                                 SANTA
                           (whispered with all
                            the force of
                            shouting)
                      Get me out of here!

     Sally reaches in through the bars, straining to touch Santa
     Claus.  He tries to move the chair toward her, but, try as he
     might, he can't.  He is ready to burst with frustration.

                                 SANTA
                      It's no use...

                                 SALLY
                      You discourage too easily.
                      Just hang on.

     She pulls off both her arms -- the left yanks the right out of
     the socket, popping the stitches, and the right yanks the left.

     Santa swallows his scream of horror as Sally's unattached arms
     crawl through the bars and into the cell with him.

     ONE ARM

     scuttles to his ropes and begins picking at the knots while the

     OTHER ARM

     scoots out of the cell, behind Oogie Boogie -- who still oozes
     toward the leg at the door.

                                                               CUT TO:

     EXT. MILITARY INSTALLATION. CHRISTMAS EVE/SAME TIME.

     The BIG GUNS fire into the night sky.

                                                               CUT TO:

     EXT. STARRY, STARRY NIGHT. CHRISTMAS EVE/SAME TIME.

     Far below, the guns fire.  Jack mistakes the artillery for
     fireworks.

                                 JACK
                      Doesn't that look fun, Zero?!
                      They're celebrating!  They're
                      thanking us for doing such a
                      good job!

     Zero yaps happily and, nose in the air, swings gleefully back and
     forth in the harness at the head of the sleigh -- narrowly
     missing being blasted to smithereens by a well-guided MISSILE.
     It was only the exuberant swinging that saved him.  His eyes
     goggle.  He bristles mid-air and begins to flail.

                                 JACK
                           (calls down)
                      Whoa!  Careful down there, you
                      guys!  That was a pretty close
                      shave!
                           (reassures Zero)
                      It's okay, boy...  Head higher.

     Zero regains control and flies up.

     The explosions below blast on.

                                                               CUT TO:

     INT. OOGIE BOOGIE'S JAIL. CHRISTMAS EVE/SAME TIME.

     Santa's own hands are now free, attacking the rest of the knots
     that bind him while Sally's stray hand picks the lock on the cell
     door.  In a moment, he is free.  In another moment, the door
     swings open.

     Grabbing Sally's arm, Santa lumbers out the door toward freedom.
     Only Oogie Boogie himself stands in the way.

     OOGIE BOOGIE

     has just reached the door.  Sally's crawling hand has almost
     reached him.

     Making lascivious noises, Oogie Boogie peeks out to see what the
     body that belongs to such a gorgeous leg might possibly look like
     and is surprised to find nothing there... no body at all...

                                 OOGIE BOOGIE
                      Huh?

     It dawns on him that he's been had.  Roaring, he wheels around --
     only to see that Santa is loose and coming toward him.  He roars
     louder and starts forward to set things right when...

     SALLY'S HAND,

     the one that had been tailing him, leaps up and pulls the end of
     a thread on the sack that is Oogie Boogie's shapeless body.  The
     thread pulls out, LEAVING A GAPING OPENING IN OOGIE BOOGIE...

     Oogie Boogie wails as

     HIS GRUESOME CONTENTS IMMEDIATELY FLY, CRAWL, SLITHER, WRITHE,
     JUMP OUT.  THE BAG ITSELF COLLAPSES TO THE GROUND, EMPTY.
     SILENT.

     THE REST OF SALLY

     -- torso, head, one leg -- hops into view from around the corner.

     SANTA

     grabs up Sally's arm still holding the string and is about to
     sweep up her other leg and the rest of her when there is a

     SUDDEN ROAR

     behind him -- OOGIE BOOGIE RETURNED TO LIFE.  The empty bag opens
     up and with the SUCTION from hell SUCKS SANTA AND SALLY inside.

     BLACK.

                                                               CUT TO:

     EXT. STARRY, STARRY NIGHT. CHRISTMAS EVE/SAME TIME.

     Jack and his ghostly team now frantically but successfully dodge
     a barrage of missiles... only in the next instant to suffer a
     DIRECT HIT and

     EXPLODE!

     The explosion is huge, fiery.

                                                               CUT TO:

     EXT. HALLOWEENLAND. CHRISTMAS EVE/SAME TIME.

     The explosion is being simulcast to the group of Halloween
     townspeople in the witches' cauldron.

     They gape at the fireball in confusion and disbelief.

     The Mayor turns away... ever the politician... his two faces
     compete to be the first to speak -- one of them wins.

                                 MAYOR
                      I knew this Christmas thing was
                      a bad idea...  I had a feeling
                      in my bones...

     The Mayor climbs aboard his hearse and is driven off.

                                                               CUT TO:

     EXT. STARRY, STARRY NIGHT. CHRISTMAS EVE/SAME TIME.

     Clutching a burning bag of toys, Jack falls.  He holds onto
     Zero -- who turns into a whimpering parachute.

     Jack, voice choked, cries out in anguished sincerity:

                                 JACK
                      Merry Christmas to all and to
                      all a good night!

     Jack lets go of Zero and plummets toward earth.

     EXT. CEMETERY. CHRISTMAS EVE/CONTINUOUS TIME.

     Jack lands hard, bones clattering.  Zero floats down beside him.

                                                               CUT TO:

     INT. OOGIE BOOGIE'S JAIL. CHRISTMAS EVE/A LITTLE LATER.

     Santa and Sally (more or less stuck together again) are cornered
     by Oogie Boogie -- he is in the process of snatching the escaped
     parts of himself out of the air and stuffing them back in.

                                 OOGIE BOOGIE
                      Now what am I going to do with
                      you two?

                                 SALLY
                      You try anything and you just
                      wait 'til Jack gets back.

     THE MAYOR'S HEARSE passes (O.S.) -- blaring the announcement.

                                 MAYOR'S AMPLIFIED VOICE (O.S.)
                      Jack has been blown to
                      smithereens.  Christmas is
                      over.  Skeleton Jack is no
                      more...

     Oogie Boogie chuckles.  He leers at Sally.

                                 OOGIE BOOGIE
                      You were saying?

     He grabs a squiggly something and shoves it back into his sack.

                                                               CUT TO:

     EXT. CEMETERY. CHRISTMAS EVE/CONTINUOUS ACTION.

     For a long time, Jack doesn't move.  He lies flat, sprawled face
     down across a couple of tombstones.  Finally, he hauls himself up
     on a large stone cross.

                                 JACK
                           (voice weak)
                      I thought I could be Santa.  I
                      thought I could be better than
                      Santa.  And what did I do
                      instead?  Instead I killed
                      Christmas.

     Crumpling, Jack weeps.  Zero, ever faithful, makes himself a
     hankie and wipes Jack's wet eyes.

     >>>>> JACK'S SADDEST OF SAD SONGS.

     Jack sings as if his heart had broken in two.  He is at his
     lowest of lows.  Yet, being Jack, being irrepressibly buoyant, by
     the end of the song, he has completely worked himself back up
     from grief very nearly to exuberance -- he must save Santa!  He
     must restore Christmas as it should be!

     He opens a tombstone, lifting it up as easily as if it were the
     door to a storm cellar and, filled with determination, runs back
     down toward Halloweenland.

                                                               CUT TO:

     INT. OOGIE BOOGIE'S JAIL. CHRISTMAS EVE/LATER.

     Santa and Sally dangle perilously above a PIT.  They've been
     bound and gagged and they writhe in terror.

     From the murky depths below, SKELETON CROCODILES leap up at them,
     jaws snapping hungrily.  Watching, Oogie Boogie snickers.  He
     lowers Santa and Sally closer.

                                 OOGIE BOOGIE
                      Scrawny ol' things -- they
                      haven't eaten in centuries.
                      I'd say it's about time we put
                      some meat on their bones, don't
                      you?

     Suddenly, there's a

     CRASH

     behind him -- the crash of the door being kicked in.

     And there stands

     JACK.

                                 JACK
                      I should say so.

     Jack sweeps Boogie off his feet and holds him above the pit
     himself.  Immediately, the terrorizer is terrified.

                                 OOGIE BOOGIE
                      Jack!  How great to see you.
                      We were all worried about you.
                      I was just giving our guests
                      here a... a tour of the place.
                      I told them it was dangerous,
                      but they insisted on a closer
                      look.  What could I do?

     He smiles sheepishly.

                                 JACK
                      How about the whole show?

     He dumps Oogie Boogie over the edge, but delicately keeps ahold
     of a choice thread.

     AS HE FALLS, OOGIE BOOGIE UNRAVELS COMPLETELY.

     His insides escape into the dark -- with the sounds of wings
     flapping and feet skittering -- and, IN THE END, ALL THAT'S LEFT
     OF HIS SHAPELESS SACK OF A BODY IS ONE LONG THREAD.

     In the pit below, the crocodile skeletons scoot around, jaws
     clapping, having themselves a feast.

     LATER,

     Jack finishes untying Santa and Sally.  He works quickly.  He
     ungags Sally.

                                 SALLY
                           (with glad relief)
                      We heard you'd been pulverized
                      to bone dust.

                                 JACK
                      For what I did, I deserve to be
                      bone dust.

     Jack looks away from Santa's angry gaze.  He takes off Santa's
     cap and replaces it on Santa's head...

                                 JACK
                      This is where it belongs...  I
                      was only trying to do a good
                      job, but I made a real mess of
                      everything.  I'm sorry.

     Cringing, he unties Santa's gag.  Santa scowls and straightens
     his cap but, rather than chastise Jack, immediately makes for the
     door.

                                 SANTA
                      No time to talk now...  I've
                      got to go fix Christmas!

     Santa charges off.

                                                               CUT TO:

     EXT. HALLOWEENLAND STREET. CHRISTMAS EVE/LATER.

     Various townspeople duck out of the way to avoid Jack -- who has
     stopped to gaze up into the empty night sky.  Zero floats beside
     him.

                                 JACK
                      I hope it's not too late for
                      him to set Christmas right.

     Jack sighs and drags himself up the deserted street.

                                 JACK
                      Well, Zero... I guess it's just
                      you and me...
                           (the thought dawns)
                      ...And Sally.  She sure stuck
                      by us, didn't she?

     Downcast as he stalks along, Jack doesn't notice when it begins
     to

     SNOW.

     At first, just a few sparkling flakes fall.

                                 VAMPIRE VOICE (O.S.)
                      Look!

                                 BIG MONSTER VOICE (O.S.)
                      What is it?

     It snows more and more.

                                 WITCH VOICE (O.S.)
                      White thing's...

                                 ANOTHER WITCH VOICE (O.S.)
                      Everywhere...

                                 HIGH GHOUL VOICE (O.S.)
                      Could it be --

                                 DEEP GHOUL VOICE (O.S.)
                           (finishes the
                            thought)
                      -- SNOW??

     Zero barks excitedly.  Jack finally looks up.

                                 JACK
                           (with wonder)
                      It is snow...  But how?

     As if in answer to Jack's question we HEAR

     SANTA'S BOOMING HO-HO-HO

     high up in the sky.

     A SLOW SMILE SPREADS ACROSS JACK'S FACE.

     The residents of Halloween come out to experience the snow --
     this miracle of Christmas that has come to Halloween.

     >>>>> CELEBRATION SONG (ECHO OF 'WHAT'S THIS?'?)

     Jack joins in the celebration -- but seems always to be looking
     around for someone.

                                                               CUT TO:

     EXT. CEMETERY. CHRISTMAS EVE/CONTINUOUS TIME.

     As the celebrating goes on in town below, Sally climbs Cemetery
     Hill.  Sitting down at the top, she looks out at the round moon
     which shines behind the curtain of falling snow.  She is moved to
     sing a brief reprise of

     >>>>> SALLY'S SONG

     Soon, A SECOND VOICE joins in, making the song a DUET.  The
     second voice belongs to

     JACK.

     He has found Sally.

     Jack sings:

                                 JACK
                    My dearest friend, if you don't mind
                     I'd like to join you by your side
                    Let's sit together, you and I
                     Alone, where we can watch the sky.

     He sits beside her.  Together they look out at the moon and the
     snow.

     WE PULL BACK AND UP:

     Above the CLOUDS and the SNOW, past SANTA flying into the
     distance aboard his sleigh, above the gleaming light of the
     Christmas MOON, and into the NIGHT, pulling BACK AND BACK INTO
     THE STARS...

     Santa's voice returns to narrate:

                                 SANTA (V.O.)
             And finally, everything worked out just fine --
               Christmas was saved, though there wasn't much time.

             But, after that night, things were never the same,
               Each holiday now knew the other one's name.

             And so when their long isolation had ended,
               They cautiously reached out, and slowly befriended.

             And each shared a bit of the things that they had
               With each other, and found out it wasn't so bad --

             They had snowflakes in Halloween, those we could spare,
               And we here in Christmas enjoyed a few scares.

             The fireworks gave the Easter Bunnies a thrill
               And St. Patrick's Day cherishes Easter Eggs still.

             And though that one Christmas, things got out of hand,
               I'm still rather fond of that skeleton man.

             Though misguided I think his intentions were good.
               He was just a poor skeleton misunderstood.

             So many years later I thought I'd drop in,
               And there was old Jack, still looking quite thin.

             With four or five skeleton children at hand
               Playing strange little tunes in their xylophone band.

             And I asked old Jack, 'Do you remember the night,
               When the sky was so dark, and the moon shone so bright?

             'When a million small children pretending to sleep
               Nearly didn't have Christmas at all, so to speak?

             'And would, if you could, turn that mighty clock back
               To that long fateful night?  Now, think carefully, Jack.

             'Would you do the whole thing all over again?
               Knowing what you know now, knowing what you knew then?'

             And he smiled like the old Pumpkin King that I knew,
               Then turned, and asked softly of me... 'Wouldn't you?'







                                 THE END


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