THORNROOT
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               Act 1



               EXT. ALCHEMIST SHOP - DAY

               Delvin a tall and thin man with pointed ears and unkept hair
               runs into the shop with a wrapped piece of cloth. 

                                   DELVIN
                         Torin! Torin, get out here!

               He quickly makes his way to a work table and carefully, as if
               his soul depended on it, places the package down. He gently
               unravels the cloth and is mesmerized by a shiny but mangled
               piece of metallic root. 

                                   DELVIN (CONT'D)
                         The suffering you have caused. This
                         all ends now. You feel it
                         thornroot? I know you still live.
                         Torin! Where are you!

               Delvin re-wraps the metal root and hides it in a closet. When
               he leaves the room the sounds of creaking metal comes from
               the closet. Delvin never hears it. 

                                   DELVIN (CONT'D)
                         You will be the death of me Torin!
                         Where are you?



               EXT. OCEAN ROCK TOWERS - DAY

               On one, of many high rocks that thrust far out of the ocean,
               two winged bodies, LeAnnis, an Arian and Torin, a Shaza like
               Delvin, are parting an embrace. 

                                   TORIN
                         We must leave tonight. You can not
                         go back. I feel this is the end for
                         us. 

                                   LEANNIS
                         My love, I can not leave the
                         council. The roots threaten all of
                         Aria. And you may be able to stop
                         them. 

                                   TORIN
                         We must leave. For Kala. 

               He touches her stomach. 

                                   LEANNIS
                         And go where. The roots will cover
                         more than half the planet when she
                         is born. We must stop the thornroot
                         or Kala will have no world. 

                                   TORIN
                         The angel council will never let it
                         happen. They will kill us all.

                                   LEANNIS
                         They will not harm her. You and
                         Delvin...the council needs you. 

                                   TORIN
                         I mean us. You, me and our child.
                         The council needs no one. Delea has
                         tainted it. 

                                   LEANNIS
                         I must go back now. 

                                   TORIN
                         You leave first. I am sorry. I love 
                         you. 

                                   LEANNIS
                         And I you. 

               They kiss and LeAnnis flies off across the ocean. Torin turns
               and looks at the desert covered in thorns, roots and victims,
               petrified in their last moments of life. Torin turns and
               flies off in the opposite direction than LeAnnis. As we
               follow Torin across Aria we see that a large body of water
               separates the mainland from the other desert continent.  As
               he makes it past the large rocks the ocean becomes calm and
               we can see the tree city of Aria. 



               EXT. MAINLAND ARIA - DAY

               Most of Aria is a green a vital planet with lush vegetation.
               The skies are filled with winged men and women of all shapes
               and sizes. The trees are alive with primates that seem
               feline, who dine on exotic fruits. 



               EXT. NORTHERN ARIA - DAY

               Torin flies past the beautiful city and towards a more dry
               and wild area of Aria. The buildings are made of stone and
               earth or dug out of the side of hills. 

               A large dirt and stone structure fortified with the trees,
               comes over the horizon. Torin lands on a balcony and goes
               inside. 

                                   TORIN
                         Delvin?

               Torin walks into the room slowly. 



               INT. ALCHEMIST SHOP - DAY

               The room is filled with hollowed stones flowing with molten
               metals that sparkle. From the side of Torin, Delvin walks in.

                                   DELVIN
                         Did you break up with her?

                                   TORIN
                         No.

                                   DELVIN
                         You are a fool. I see you didn't
                         run. 

                                   TORIN
                         No, she won't leave. 

                                   DELVIN
                         Well OK move. 

                                   TORIN
                         What is that? 

                                   DELVIN
                         I trapped it. 

                                   TORIN
                         What?

                                   DELVIN
                         The root!

                                   TORIN
                         Are you crazy? If it gets out all
                         of Aria is destroyed. 

                                   DELVIN
                         I told you it's trapped. 

                                   TORIN
                         But...

                                   DELVIN
                         Symarala ordered it. 

                                   TORIN
                         Symarala was here?

                                   DELVIN
                         Yes. And she noticed you weren't
                         here. 

                                   TORIN
                         Oh.

                                   DELVIN
                         I told her you were collecting
                         another sample. 

                                   TORIN
                         Thank you Delvin. 

                                   DELVIN
                         You have some usefulness. 

                                   TORIN
                         Well, how did you do it? 

                                   DELVIN
                         I added a fire stone to a small pot
                         filled with ore. The metal stayed
                         liquid long enough to trap the
                         root. They can not kill what is not
                         alive.  It recoiled and left this
                         piece behind.  

                                   TORIN
                         So it is buried in the metal?

                                   DELVIN
                         For now.

                                   TORIN
                         What?

                                   DELVIN
                         I am going to release it into the
                         ore. 

                                   TORIN
                         But what if it's still alive?

                                   DELVIN
                         I am hoping for it. If the root
                         inside is alive when the metal
                         melts I think it will reproduce and
                         try to absorb the oar.

                                   TORIN
                         And when the oar hardens we will
                         have armor that tricks the root
                         into thinking we are it. 

                                   DELVIN
                         Yes. 

                                   TORIN
                         Well...

               Delvin places the metal into the molten ore. They watch in
               excitement. 

                                   TORIN (CONT'D)
                         How long?

                                   DELVIN
                         Not much longer.

                                   TORIN
                         It should have melted by now right?

                                   DELVIN
                         You know it has. 

                                   TORIN
                         I think you killed it. 

                                   DELVIN
                         I know.

               Suddenly, armed, winged men and women fly through all the
               entrances. 

                                   WINGED WOMAN
                         Torin you are summoned before the
                         council. 

                                   TORIN
                         It is not time for such business.
                         We are conducting a council
                         experiment. 

                                   DELVIN
                         Sanctioned by Symarala. 

                                   WINGED WOMAN
                         The project is now sanctioned for
                         you...Delvin. 

               They storm towards them as metal coated thorn roots shoot out
               of the oar and latch on the Delvin. Liquid metal droplets are
               shot across the room and land on the guards and Torin.   

                                   DELVIN
                         Ahhhh!

                                   TORIN
                         Delvin! Help him. 

               The council guards near but grab Torin. 

                                   TORIN (CONT'D)
                         No! I am not fleeing help him!

                                   DELVIN
                         Help me. 

               The metal on the roots is burning his flesh as the roots
               attach to his body. They pull at Delvin as he tries to claw
               away. 

                                   DELVIN (CONT'D)
                         Please! Please help me!

               The roots have now stopped him from speaking and are burning
               his mouth as he screams. They are beginning to draw him
               towards the molten ore. 

                                   WINGED WOMAN
                         He's a deadman. We must evacuate
                         and quarantine the area. You Shaza
                         fools have infected the mainland! I
                         should throw you to them. 

                                   TORIN
                         Please save him! He isn't gone yet! 

                                   WINGED WOMAN
                         You have bigger problems. 

               Torin struggles but can not free himself from the guards. He
               sees Delvin looking at him in pain. He feels for his dying
               friend as Delvin looses his footing and is taken under into
               the burning ore. 

                                   TORIN
                         Murderers!

               They drag Torin out and out of the building. 



               INT. COUNCIL HALL - DAY

               LeAnnis, the high Angel Council member and Torin are held
               before the Council of Aria. Symarala, the eldest angel
               council member stands. Delea, another council member, looks
               to her daughter, Silvi who watches off to the side as Loran,
               Natu, Yala and Osseen, the other council members also stand.

                                   DELEA 
                         LeAnnis of Aria and Torin of the
                         Shaza stand here before us with
                         child no less, besmirching our laws
                         and customs. 

                                   SYMARALA
                         The Shaza yes but you LeAnnis. You
                         have tainted our blood line. You
                         have shamed our people. His death
                         is on your hands.  

                                   TORIN
                         Symarala you must understand!

                                   SYMARALA
                         I understand much more than you
                         could ever explain. 

                                   DELEA
                         Execute him!

               Guards hold down Torin. 

                                   LEANNIS
                         No! You cannot he has serviced
                         Aria!

               Natu a tall, tan skinned, woman with white wings steps
               forward.  

                                   NATU
                         Stop this! Torin of Shaza, you have
                         helped us to fight against the
                         thornroot for many years now. You
                         Will be heard by the council. 

               The guards back up. 

                                   DELEA
                         You postpone the inevitable. 

                                   YALA
                         Your haste shows your intentions. 

               Yala turns to Silvi. 

                                   OSSEEN
                         Torin of Shaza, why have you chosen
                         to break the laws of our people who
                         have treated you so kindly?

                                   TORIN
                         I have chosen only to live with the
                         light of truth. Both our cultures
                         believe in the union of our people
                         stopping the thornroot. 

                                   NATU
                         That is why we asked you and Delvin
                         here. 

                                   TORIN
                         Yes, I agree but then...

               LeAnnis looks at Torin. 

                                   SYMARALA
                         You had a change of heart?

                                   TORIN
                         A vision came to me when I met
                         LeAnnis. 

                                   SYMARALA
                         LeAnnis, did this vision also
                         strike you?

                                   LEANNIS
                         Yes, Symarala. I was drawn to this
                         man and both saw the destruction of
                         our worlds halted. The roots
                         receded. I only saw this when I was
                         with Torin of Shaza. 

                                   DELEA
                         Torin, does LeAnnis know of Shaza
                         telepathy? 

                                   TORIN
                         It was not a vision that I created. 

                                   LEANNIS
                         I know of this telepathy. I have
                         not experienced it. 

                                   OSSEEN
                         Their communication is between
                         Shazas only. It could not cause the
                         vision.  

                                   SYMARALA
                         I too know of the legend of the Eru
                         but it is just that a legend. In
                         all my years I have never seen such
                         a being. With out the Eru the union
                         of Shaza and Arian is forbidden. No
                         matter what the reason. 

                                   OSSEEN
                         I move to banish Torin and LeAnnis
                         to the Eastern desert. 

                                   NATU
                         Your sentence kills them and the
                         child. 

                                   DELEA
                         The verdict is guilt by admission
                         the sentence is death. Now! 

               A guard cuts Torin's head off immediately. 

                                   LEANNIS
                         No! Torin!

                                   NATU
                         Delea what have you done?

                                   DELEA
                         The sentence is death. 

               She looks at LeAnnis. 

                                   NATU
                         Stand down! That woman is with
                         child!

                                   DELEA
                         A Shaza child!

                                   SYMARALA
                         The child is half Arian. The child
                         broke no law...The child will live.

                                   DELEA
                         LeAnnis' sentence will be postponed
                         until the child is born. But she
                         cannot serve on the council. 

               The others are surprised by this. Symarala sits. 

                                   DELEA (CONT'D)
                         I nominate Silvi. 

                                   NATU
                         We know. Silvi step forward.

               Silvi, a young girl, no more than nine, steps out  of the
               shadows and next to LeAnnis. 

                                   LORAN
                         Council member LeAnnis of Aria what
                         do you say to the appointment. 

                                   DELEA
                         Her vote is no longer valid. She
                         has been convicted. 

                                   LORAN
                         The appointment continues as it has
                         always. 

               Delea is angered but motions for her daughter to kneel before
               LeAnnis. 

                                   SILVI
                         I Silvi of Aria, ask humbly for
                         your approval of my appointment to
                         the council. 

               LeAnnis looks at Delea with contempt. 

                                   LEANNIS
                         I LeAnnis of Aria, grant your
                         approval. 

               LeAnnis places her bloodied hands on the head of Silvi, who
               is forced to allow the blood to drip down her face and
               clothing. 

                                   LEANNIS (CONT'D)
                         May your reign end as it has begun. 

               She slides her hands slowly across Silvi's face allowing
               Torin's blood to stain her flesh. Silvi looks at her in
               horror. Then slowly backs away from her and towards the empty
               area meant for LeAnnis. 

                                   SYMARALA
                         This session is over. Please escort
                         LeAnnis to the nursery. 

               The council members watch as Symarala stretches her wings and
               takes off out of the theatre. 

                                   NATU
                         This was a travesty of this
                         council. 

               Natu and the others leave Silvi and Delea there, alone.
               Feathers fall through the moonlight over them. Silvi sits at
               her throne and stains it with blood that runs down the leg
               pooling at the floor. 

               The pool grows bigger and bigger. 

                                   SILVI
                         Mother!

                                   DELEA
                         Did she hurt you?

                                   SILVI
                         It's not mine. 

               They look at each other in horror and fly off. When they
               leave the blood is no longer on the floor. 



               INT. ALCHEMIST SHOP - DAY

               Dying and coated in metal, the roots crawl out of the liquid
               dragging Delvin.  His body is now a mangled mix of roots,
               metal and damaged flesh. 

               The roots drag him out of the Alchemist shop and into the
               woods. Delvin's fingers are twitching as he is transported. 



               EXT. ARIAN WOODS - DAY

               Delvin looks like a metallic statue as the roots head towards
               a small fuzzy creature eating fruits off a low lying plant.
               The roots grab the creature that fills itself with air and
               triples in size. The roots can not kill it as it backs off a
               cliff, dragging Delvin and the roots over with it.  



               INT. ARIAN OCEAN - DAY

               Delvin's body takes the root straight down to the bottom of
               the ocean. They let go of the animal that swims up and dries
               himself on the shore. 

               The roots drag Delvin's body across the ocean floor. They
               pass Miso, aquatic humanoids, that swim by looking at it in
               fear. 

               As they near a collection of plants, the plants turn around
               and see them. Pythion, plant beings, all get out of the way
               of the strange metal creature. 
               They and the Miso gather around from a safe distance and
               watch as the roots drag Delvin across the ocean bottom and
               finally up to the beach of the Eastern Dessert. 



               EXT. EASTERN DESERT ARIA - DAY
               The roots drag the scientist's body across rocky ground and
               through a body of water towards other roots.  They try to
               attack him but cannot. Instead they swarm around what they
               see as a fallen brother. They carefully and softly continue
               passing Delvin along.   
               He is pulled deeper into the root systems towards the core.
               Out of the desert comes a giant collection of thornroot that
               extends out towards the sky and connects Aria with the planet
               of Delphine floating above. 
               Delvin and the metal roots are taken to a large pulsating
               center that seems to be a mouth that allows entrance into the
               roots in hopes of digestion. A Chevas, a gigantic, elephant
               sized mosquito, that got too close to the roots is being
               taken into the hole. Smaller slimy roots with acidic liquid
               coming off of them take the Giant Chevas. 
               The flesh of the Chevas is dissolved on touch by the slimy
               tentacles, who bury through the animal, leaving only the hard
               exoskeleton of the creature and some guts to fall into the
               mouth. Other harder roots act as grinders and muscles to
               crush and pass the creature through into itself.  When it is
               done it grabs at Delvin and the other roots but can not
               dissolve them. The grinders try but start to shred as they
               are grinding against Delvin. Delvin and the metal roots go
               into the Thornroot as a whole.  



               INT. COUNCIL HALL - DAY

               Council members Delea, Silvi, and Osseen are discussing the
               events of today. 

                                   DELEA
                         It is a shame that LeAnnis
                         exhibited such poor judgment in her
                         mates but I am proud of us all. 

                                   OSSEEN
                         Why, today was tragic?

                                   DELEA
                         We have proven to the people of
                         Aria that we can be just, even when
                         the criminal is one of our own. 

                                   SILVI
                         Correct mother. They will see us as
                         just and fair. 

                                   OSSEEN
                         I doubt praises to Silvi will be
                         spoke in the streets when their
                         children are infected by the root. 

                                   DELEA
                         Perfect opportunity to discuss the
                         detention camp. 

                                   OSSEEN
                         What detention camp?

                                   SILVI
                         We need to be prepared if Arians
                         become infected. They can not be
                         left to root here. 

                                   OSSEEN
                         That is why we should seek out the
                         Eru.

                                   DELEA
                         You wish to take stock in the Shaza
                         beliefs?

                                   OSSEEN
                         The root must be stopped before it
                         grows strong enough to cross the
                         oceans. I have heard from a Miso
                         guard that they have been attacked
                         out from the shores. The thornroot
                         grows stronger. 

                                   DELEA
                         That is why we must prepare for
                         their crossing. 

                                   OSSEEN
                         If the root is allowed to cross we
                         are all doomed. 

                                   DELEA
                         Not if we quarantine the infected. 

                                   OSSEEN
                         And go where? The Pythion in the
                         Eastern desserts paid a severe
                         price for their ignorance. We must
                         seek the Eru. 

                                   DELE
                         The Eru are a legend. 

                                   OSSEEN
                         You weak minded brute! The Eru are
                         real. 

               Delea and Osseen stand silent. 



               EXT. PLANET DELPHINE - NIGHT

               The planet has one light source that pours over through a
               great valley in Aria. The heat from the sun's beam creates a
               desert of constant day at Delphine's northern equator but
               that light fills the dark city of Delphine with speckles of
               colored light that reflect off of the crystal and ice
               structures of the planet. 
               The largest and most majestic structure in the crystal
               Skyline is the Dark palace.



               INT. DARK PALACE - NIGHT

               Two large beetle-like creatures, the king, Garvan and his son
               Baracus, are in a stone and crystal room. Outside the room
               are giant hornet like guards standing guard.  

                                   BARACUS
                         This is a mistake!

                                   GARVAN
                         How dare you tell your father what
                         is a mistake. Not eating your head
                         was a mistake. Maybe I should
                         correct it?

                                   BARACUS
                         The people will rebel. 

                                   GARVAN
                         The people. We will kill the
                         people. Take a new Queen and hatch
                         more workers.

                                   BARACUS
                         Father, you are king of this land
                         and have fought in the great wars
                         but a leader is only as strong as
                         his court. 

               Baracus looks outside the glass at the guards who were
               glancing in. Garvan also looks outside. 

                                   GARVAN
                         What have you heard?

                                   BARACUS
                         I fear the Queen is well liked. A
                         challenger may contest the thrown
                         in her defense. It is the law. 

                                   GARVAN
                         Don't tell me about the law! I
                         wrote the law. If I want to feed my
                         wife to a giant beast I can! As for
                         a challenger, there is no one in
                         Delphine that can defeat me. 

                                   BARACUS
                         So far.

                                   GARVAN
                         What are you afraid of Baracus? Is
                         it your baby sister? You think if I
                         die, she will be come Queen?

                                   BARACUS
                         She is not of our blood line. 

                                   GARVAN
                         What if she where part of the games
                         as well? Does that make you happy?

                                   BARACUS
                         There are other less public ways to
                         remove them father. 

                                   GARVAN
                         Baracus, where would the display of
                         power be then. The people want it.
                         Feed it to them and they will
                         follow you. Hydra and her daughter
                         are now traitors.

                                   BARACUS
                         Better...much better. 



               INT. THORNROOT MASS - MOMENTS LATER
               Once ingested the heat from the gastric juices and friction
               is melting the metal. The metal roots become alive but more
               developed than before. 
               Thorns with tiny opening at their end take in the digested
               materials. 
               Delvin's body begins to twitch. The fluid is penetrating his
               seemly lifeless body. The metallic roots begin forming a
               cocoon around him as the thornroot passes the pulsating metal
               through it's system. 



               EXT. DELPHINE DESERT - DAY
               The other end of the great thornroot connection empties out
               waste onto the dark planet, Delphine, that sinks into the
               sand, from which other thornroot emerge. 
               The giant flying scavengers, Chevas, risk their lives to
               steal precious items from victims of the thornroot who are
               petrified forever part of the whole. 
                
               They find Delvin's cocoon and decide it's worth taking. They
               carefully lift the cocoon but slip a little when one is
               grabbed by a series of thornroots. The fallen Chevas is being
               pulled down into the toxic quick sand filled with gastric
               juices of the thornroot mass. The mud eats at it's shell
               while the roots hit the soft areas of the animal. The Chevas
               is becoming petrified and dissolved. The others fly away with
               the cocoon. Once stabilized the largest Chevas kicks the
               other one toward the roots and it is immediately trapped. The
               largest flies away with the cocoon. 



               EXT. SKIES OVER CRYSTAL CITY OF DELPHINE - NIGHT

               The Chevas flies over deserts of thornroot then just desert.
               It flies past volcanic regions that give way to a poisonous
               ocean with rock shores. Suddenly the light gives way as the
               Chevas passes a clear border between night and day on
               Delphine. Most of Delphine is shrouded in the corona shadow
               of Aria. 



               INT. BLACK MARKET DELPHINE - NIGHT

               The giant Chevas drops the cocoon and quickly lands next to
               it. It looks around at the frightened but greedy merchants
               who make offers. 
               His cocoon travels the black market and ends up in the main
               castle.



               EXT. INSECT CASTLE - DAY

               A dark and silent insect drags the cocoon on a cart to the
               gates of the castle. Mirahbi and other insect scientists
               clamor around it with interest. Mirahbi is left to pay the
               dark insect. He does so and hurries inside. 



               INT. INSECT CASTLE - DAY

               As Mirahbi approaches the lab doorway a great bull horn is
               heard. 



               EXT. ARENA - DAY

               A giant armored insect with a trunk, is releasing the bellow
               into the air. 

               Insects fill the air and come out of the ground towards the
               stadium. 



               INT. INSECT CASTLE - DAY

               The other scientist flood out of the lab past Mirahbi.
               Mirahbi peers cautiously into the lab and sees the cocoon all
               by itself. 

                                   MIRAHBI
                         Oh, what is this? Let me see. 

               Mirahbi makes his way towards the cocoon. It bubbles and
               Mirahbi flies back. He peers back at it, curiously from the
               ceiling. 

                                   MIRAHBI (CONT'D)
                         This is not a good thing. 



               EXT. ARENA - DAY

               Baracus walks out in front of his father's thrown and
               addresses the audience of insects. 

                                   BARACUS
                         Rise maggots! Rise and witness the
                         power of Delphine. Hail your leader
                         Garvan! 

               The crowd is angry and violent. Guard beetles are clipping
               down those that pose a threat.

                                   GARVAN
                         Those sentenced to treason step
                         forth. 

               A small group of Insect humanoids are forced into the ring.
               They are all various species but all are frightened. 

               Hydra the queen turns her head from the sight.

                                   GARVAN (CONT'D)
                         Watch. Watch what happens to
                         enemies of Delphine. 

               Gates are closed behind the gladiators. Another is opened
               across the way and one by one come vicious, monster-like
               Insects. 
               The Insect humanoids battle with the larger, more barbaric
               less evolved creatures. Quickly they are torn to pieces. The
               crowd is pushed to a frenzy. 



               INT. ARENA - DAY

               Those that are next to the slaughter are watching from inside
               the arena. 
               The humanoids that are competing seem to be doing more
               running than fighting. 



               INT. INSECT CASTLE - DAY

               Marahbi has crawled down the wall and is nearing the cocoon
               as it peels away from itself and Delvin coated in living
               metal emerges with the ferocity of the thorn root. 

               He looks at Marahbi.

                                   MIRAHBI
                         Oh my my.

               Mirahbi turns to run but finds himself face to face with
               Delvin. Delvin mocks his movements. Marahbi carefully
               maintains his composure. 

               Another unfortunate scientist walks back in 

                                   SCIENTIST INSECT
                         Mirahbi! You have to see...

               The newcomer is attacked by Delvin, while Marahbi quickly
               hides. Marahbi watches as Delvin uses his new body to make
               quick work of the other scientist.

               Delvin hears the noise from outside. 



               INT. ARENA - DAY

               The Insects condemned to death are trying to get away but are
               forced back by sentinel Ants. That is until the sentinels try
               to claw their way out on to the ring. 

               The sentinels turn to see Delvin dripping in blood and poised
               to attack. 

               They attack him and he makes quick work of them. The others
               look at each other. 

                                                                CUT TO:



               EXT. ARENA - DAY
               Garvan is standing watching the carnage bellow in the arena
               when he starts another announcement. 

                                   GARVAN
                         This is a grave day for our
                         kingdom.  For these rebellious
                         traitors where lead by...

               He grabs his Queen. 

                                   GARVAN (CONT'D)
                         By your Queen Hydra herself!

                                   HYDRA
                         Lies!

               Baracus grabs Courtessa and throws her into the ring. A large
               creature snarls it's fangs at her. It crouches in
               anticipation of an easy meal.

                                   COURTESSA
                         Mommy!

                                   HYDRA
                         Courtessa!

               Garvan releases Hydra to his men who dump her into the ring. 

                                                                CUT TO:



               INT. ARENA - DAY

               The dark hallway is wet with remains. The queen and her
               daughter attract the attention of Delvin. 

                                                                CUT TO:



               EXT. ARENA - DAY

               As the creatures close in on the two, Delvin explodes through
               the gate and glides into the middle of the creatures. 
               He sees the others watching in the stands cheering.  Delvin,
               slowly places himself between the beasts and the Queen,
               keeping Courtessa under a wing of blades. The child holds on
               to this monster's leg. Delvin looks at her black reflective
               eyes and sees himself. He is lost in her eyes until he is hit
               by a large creature and knocked across the ring with
               Courtessa attached to his leg. 
               The other creatures follow Delvin in hopes of a weakened meal
               except one that Hydra prepares for battle with. 

                                   BARACUS
                         Who is that? 

                                   GARVAN
                         No matter. He will die. 

                                   BARACUS
                         He contests the thrown. 

                                   GARVAN
                         You worry too much. 

                                   BARACUS
                         Send in more creatures!

                                   GARVAN
                         If you must. 

               The sentinels release more creatures that show up behind
               Delvin. 

               Hydra is stalked by a large millipede. When it strikes she
               slices it's legs off of each side with her claws. 
               The creature falls to the ground as a worm that is quickly
               set on by other creatures. 

               Delvin sets himself, covers Courtessa inside his wings then
               scans the crowd of creatures. 

               With blinding speed he cuts through the crowd of creatures
               before they can move. Around them, under them and through
               them he stops only when each have been cut down.  

               Hydra cowers a moment then resets. 

                                   HYDRA
                         Give me my child. 

                                   GARVAN
                         You see fool. She dies anyway. 

               Baracus is nervous. 

                                   HYDRA
                         Please.

               Delvin kneels and spreads his wings to unveil an unharmed and
               happy Courtessa. She looks around at the carnage. 

                                   COURTESSA
                         Mommy. 

                                   HYDRA
                         I'm here Courtessa. 

                                   GARVAN
                         Send more creatures. Now!

                                   BARACUS
                         There are no more. 

                                   GARVAN
                         Send the sentinels!

                                   BARACUS
                         Go you all now!

               The Ants back away from Garvan and Baracus as the crowd
               become quiet. A few beetle guards stand against the Ants but
               then too back down. 

                                   HYDRA
                         A challenger has defended the honor
                         of Delphine! Will you not fight
                         Garvan! Are you a coward!

               Baracus steps back from his father. 

                                   GARVAN
                         Ahhh! I will kill you all. 

               Hydra goes into a defensive stance again only to have Delvin
               leap in front of her, across the arena and in front of Garvan
               who was about to jump in. 

               Garvan stares at this strange creature for a moment then
               tries to attack, when hundreds of tiny silk like blades come
               out of Delvin and pierce Garvan then recoil. Hundreds of
               little red dots on Delvin's armor become streaks of blood
               that slide to his feet. 

               Garvan's body becomes a pile of flesh and blood. The crowd
               gasps. 

               The Sentinels all kneel in front of Delvin. 

               Baracus quickly does too. Followed by everyone in the
               stadium. Delvin sees Hydra and her daughter slowly
               approaching. Hydra takes his hand and kneels before him. 

                                   HYDRA
                         My life is yours my king. 

               Delvin puts his hand on Courtessa's head. 

                                                          FADE TO BLACK



               INT. DARK PALACE (FOUR YEARS LATER)- NIGHT
               The Insect Queen, Hydra, is in labor.

                                   MIRAHBI
                         I have never seen such a thing. 

                                   DELVIN
                         She is with child. 

                                   MIRAHBI
                         No, she would have laid and egg or
                         two, months ago. This is a tumor of
                         sorts. I think we must cut it out.
                         How long has she been like this?

                                   DELVIN
                         Six months.

                                   MIRAHBI
                         We must operate now. 

                                   DELVIN
                         Mirahbi. Please leave. 

                                   MIRAHBI
                         But sir. 

                                   DELVIN
                         It is time. I will take care of my
                         wife. 

               Delvin sends everyone out of the room, except for Courtessa
               who is hiding in a corner of the ceiling. 

               Hydra is going through terrible labor and a seam is ripping
               her abdomen. 

                                   HYDRA
                         Kill me. Please kill me. 

                                   DELVIN
                         It will be over soon. This is
                         normal. 

                                   HYDRA
                         No. I am dying please. 

               The seam opens and Delvin reaches his hand into her.

               Hydra screams.

               Delvin pulls out his son. A son of flesh, with insect wings
               but not an insect.

                                   HYDRA (CONT'D)
                         I'm sorry. 

                                   DELVIN
                         He is beautiful. 

                                   HYDRA
                         He will die. 

                                   DELVIN
                         He is my son.

                                   HYDRA
                         They will kill you both. You must
                         kill him. 

                                   DELVIN
                         No. 

                                   HYDRA
                         You must Delvin. For us. For
                         Courtessa. For Delphine.

               Horror comes over Delvin when he realizes his wife is right.
               Delvin creates a blade and edges to the child's throat. He
               looks towards his wife who is dying from live birth. 

                                   HYDRA (CONT'D)
                         You must. 

               Delvin tries to kill the baby but the thorn root in his armor
               separate and will not let him kill the child. After repeated
               attempts the babies skin produces a green liquid that coats
               the child's body and hardens into armor blocking Delvin's
               last attack. 

               The Queen sees this an realizes that their son is special.

                                   HYDRA (CONT'D)
                         He is our savior Delvin. I was
                         wrong. He is beautiful. 

                                   DELVIN
                         He is beautiful. He is Lysander.
                         Thank you Hydra. 

                                   HYDRA
                         Thank you for my life and that of
                         my daughter and now our son. 

               She dies as she watches Lysander's armor harden. Delvin walks
               out onto the balcony overlooking the inhabitants.

                                   DELVIN
                         You queen is dead but has left my
                         heir. Delphine greet Lysander,
                         prince of Delphine. 
               The Queens daughter stands behind and to the side of them in
               the darkness.     
               Act 2



               INT. DARK PALACE (TWENTY YEARS LATER)- DAY 
               Delvin's armor is nicked and worn. He sits at his thrown and
               is telling a story to many young Insects. Among them are
               Serine, a wasp-like young woman, Lysander and Courtessa. 

                                   DELVIN
                         You mock me but the Eru are real.
                         As real as you and me. 

                                   LYSANDER
                         Except they don't die when touched
                         by thornroot. 

                                   DELVIN
                         No they will die if they are not
                         ready but when they have properly
                         asked permission to touch the root
                         they can do amazing things. 

                                   SERINE
                         Like what. 

                                   DELVIN
                         Like what you ask? Like become one
                         with the root itself. 

                                   COURTESSA
                         I've seen a lot of people become
                         one with the root. They usually
                         look like this. 

               Courtessa poses like a screaming person. Bria, a firefly,
               laughs hysterically. 

                                   BRIA
                         Stop, your scary. 

                                   DELVIN
                         They live and can control the root
                         in them. Not all but those who live
                         are the most powerful creatures on
                         Aria. The root shields them from
                         the outside world. 

                                   COURTESSA
                         They must have sent the root here. 

                                   DELVIN
                         They can only answer that. They
                         have a legend I heard once. One day
                         the Eru will find two people, one
                         from each world, who they deem
                         worthy. They will teach these two
                         the ways of the Eru. They and their
                         worlds will be spared by the root. 

                                   SERINE
                         Let's find them. 

                                   COURTESSA
                         And how will you do that?

                                   DELVIN
                         Lysander can. His armor can
                         withstand the thornroots.

                                   LYSANDER
                         I can not fly that far. 

                                   SERINE
                         I can. 

                                   BRIA
                         You barely got armor. 

                                   DELVIN
                         No. Lysander is the only one who
                         can survive this and the only place
                         to cross is at the center of the
                         thornroot in the Delphine desserts.
                         There the winds are so strong that
                         they would carry you between
                         worlds. 

                                   LYSANDER
                         You have seen a lot of death
                         father. But this is a fairy tale.
                         There is no cure on Aria. We don't
                         even know if their is anyone on
                         Aria. 

                                   DELVIN
                         Oh, there are many people on Aria. 

               A large bumble bee named Roma comes in. 

                                   ROMA
                         Hush now Delvin. You are gonna
                         scare the little ones with this
                         people in the sky story. 

                                   DELVIN
                         Roma, why won't you respect me. 

                                   ROMA
                         Child everybody got someone they
                         got to answer to too, to be right.
                         Everyone answers to you. You got to
                         answer to me. 

                                   LYSANDER
                         I think we should go now. 

                                   DELVIN
                         Oh, fine. You people might as well
                         run this country yourself. 

               Delvin looks at Lysander. He speaks to him telepathically. 

                                   DELVIN (CONT'D)
                         Lysander your time is nearing. 

               Delvin sits back in his throne as the young Insects leave
               with Roma. 

                                   COURTESSA
                         Yes, you must rest now. We will
                         check on you later. 

                                   DELVIN
                         Do not dismiss me child!

               The remaining older youths, Bria, Serine, Courtessa,
               Lysander, Neep a dragon fly, and Slag a pill bug quake. 

                                   DELVIN (CONT'D)
                         You may think it the ramblings of a
                         tired man. But the cure for our
                         worlds in on Aria. And as sure as I
                         am your father...you are the only
                         one who can do this. 

                                   LYSANDER
                         I understand father. I'm sorry. 

                                   COURTESSA
                         Sorry father. 

                                   SERINE
                         I believe you Delvin. 

                                   DELVIN
                         I know you do child. I know you do.
                         Teach my son with your strength. 

               Lysander walks out. 

                                   DELVIN (CONT'D)
                         Courtessa, we can save this world. 

                                   COURTESSA
                         We are trying every day. 

                                   DELVIN
                         I know. I think I will rest now.
                         Thank you. 

                                   SERINE
                         Thank you. 

               They leave. 



               EXT. THRONE ROOM - NIGHT

               Slag, Bria, Neep, Courtessa, Serine, and Lysander hang out
               for a moment. 

                                   LYSANDER
                         Why'd you have to get him mad?

                                   COURTESSA
                         I was just playing. 

                                   LYSANDER
                         Well it isn't you he wants to climb
                         the root. 

                                   SERINE
                         Why don't you try it?

                                   COURTESSA
                         Are you crazy?

                                   BRIA
                         Why would you ask that?

                                   SLAG
                         He could just kill himself here and
                         save the time of us worrying about
                         him. 

                                   SERINE
                         Your father can't be killed by it
                         why wouldn't it work for you? No
                         one has ever been able to even
                         scratch you. 

                                   COURTESSA
                         I can knock him down pretty easy
                         though. 

                                   LYSANDER
                         Exactly! This is why I can't do it.
                         What happens when I get tangled?
                         I'm stuck. Forever. 

                                   SLAG
                         And then he can't even die. 

                                   NEEP
                         I wouldn't do it. Nope not me.
                         Never. 

                                   SERINE
                         We should check it out. 

                                   LYSANDER
                         No, you can not go anywhere close
                         to the root! 

               Lysander's thorns go erect. 

                                   COURTESSA
                         Somebody means business. 

               Lysander, now embarrassed, lowers his thorns. 

                                   NEEP
                         You guys want to go to the shores?

                                   BRIA
                         Now?

                                   NEEP
                         Yup. Let's go. 

                                   BRIA
                         I'll go with you. Courtessa?

                                   COURTESSA
                         Nah, I'm gonna stay in tonight. 

                                   BRIA
                         OK. 

                                   SLAG
                         I don't suppose you two are walking
                         over there?

                                   BRIA
                         Ah, no. I'll be lucky to keep up
                         with Neep. 

                                   NEEP
                         Lysander, I'll race ya. 

                                   LYSANDER
                         No, I think I am gonna skip it
                         tonight. 

                                   NEEP
                         OK Bria, Let's go!

               Neep takes off in a blur of wings. 

                                   BRIA
                         See you guys later. Lys, don't
                         worry about your dad. You have to
                         do what's right for you. 

                                   LYSANDER
                         Thank you Bria. 

                                   BRIA
                         OK, he's there already. 

               Bria lifts off and her posterior starts to glow. 

                                   COURTESSA
                         She likes him. 

                                   SERINE
                         You are so intuitive. 

                                   COURTESSA
                         You really believe the old man?

                                   SERINE
                         Yes. Aria is so beautiful. Why
                         would they kill us. You think it is
                         real Lysander. 

                                   LYSANDER
                         He knows somethings. 

                                   COURTESSA
                         What do you think it is?

                                   LYSANDER
                         I don't know. 

                                   COURTESSA
                         I think you and your father know
                         more than you say. 

               Courtessa walks away. 

                                                         FADE TO BLACK.



               EXT. DARK PALACE - NIGHT

               Later that night, Serine sneaks out and heads for the
               deserts. 

                                                         FADE TO BLACK.



               EXT. DESSERT SHORE OF ARIA - DAY
               Kala, the daughter or Torin and LeAnnis, has been raised as a
               warrior. She is sitting among the remains of a Chevas she
               slaughtered. 
               Kala has skins laid out drying on stones as she sharpens a
               large bone into a sword. She has many different weapons,
               sitting next to her, that she has already carved.
               Her skin is stained with blood that has been baking in the
               sun. 
               Kala begins to sew together the skins. She is using the
               carcass as clothing and weaponry. Kala tops off the entire
               outfit with the skull of the Chevas, that she wears as a
               breast plate. 



               EXT. WARRIORS COURTYARD ARIA

               All the warriors of Aria are gathered and fighting. Kala
               appears, her black wings casting a large ominous shadow over
               the crowd. Some of the crowd panic, mistaking her for a
               Chevas. 
               Kala lands dripping in blood and sweat then brandishes her
               new weaponry. 

                                   SYMARALA
                         Do we have any female contestants?

               Every woman warrior backs away or pretends not to hear. 

                                   SYMARALA (CONT'D)
                         Kala has won the female competition
                         by default. 

                                   KALA
                         Thank you Symarala. I want to
                         challenge the men. 

               The crowd is shocked. 

                                   SYMARALA
                         It is your right as a daughter of
                         Aria. 

                                   KALA
                         Thank you. 
               Angel warriors Rinqua, Servan, Yanisi, and twins Yeko and
               Deko are ready to fight. Kala is the only woman warrior left
               in the battle. 

                                   RINQUA
                         I'll make short work of this one
                         then come back for you guys. 

                                   SERVAN
                         I wouldn't be so sure about that
                         one. 

                                   YANISI
                         Rinqua, don't you know, Servan has
                         a taste for Shaza. 

                                   SERVAN
                         She's Arian. 

                                   YANISI
                         And Shaza. 

                                   SERVAN
                         That Shaza is going to skin you
                         like a Mallolunk.

                                   YANISI
                         You don't want me to have to ugly
                         up your Shaza wench. 

                                   SYMARALA
                         And who will challenge Kala?

               The men all stay silent until Servan kicks Yanisi into the
               ring. 

               Kala smiles. 

                                   KALA
                         I knew you always wanted to touch
                         my feathers. 

                                   YANISI
                         You'll remember my touch. 

                                   SYMARALA
                         Fight!

               Yanisi, quickly hits Kala in the face with all his strength
               and almost knocks her off a ledge. Kala shrugs it off and
               with amazing speed lunges for Yanisi, who trips her and holds
               her by her hair. 

                                   YANISI
                         You shame me Servan. Your slave is
                         a weak match for me. 

               Kala reaches back with her long arms and grabs the bottom of
               his jaw then throws him forward. While he is in mid air, she
               pulls out her blade and cuts her long hair out of his hand. 

               Yanisi lands with a pile of evenly cut hair in his hand and a
               bloodied mouth. 

                                   KALA
                         Stand worm. 
               We see that she is a dangerous fighter. Her body is lighter
               but it makes her faster than all the other winged warriors.
               She also has a strength that outshines the others. Kala
               lunges forwards again but this time spreads her dark wings
               out propelling her body backwards. Yanisi missed with his
               counter and as he is stumbling she brings herself down on his
               shoulders and back, pinning him to the ground. 

               Kala grabs his blonde locks and cuts them from his head, then
               steps on him as she walks away. 

               Yanisi gets up to rush her and is kicked in the face. 

                                   SYMARALA
                         Winner, Kala!

               The crowd is silent. Servan stands and beats his chest. The
               others follow from embarrassment. 
               Although peerless, she has been ostracized and does not
               socialize with the others. Kala acknowledges Servan then
               walks away herself. 



               INT. KALA'S ROOST - DAY

               Kala has a small structure made with both mud and vines. Her
               mixed culture is represented in the space. As she cleans her
               weaponry, an old fairy flies to her window. 

                                   KALA
                         What do you want?

               The old fairy speaks to her telepathically. 

                                   OLD FAIRY
                         Kala of Shaza.

                                   KALA
                         I am not of Shaza.

                                   OLD FAIRY
                         You are Kala of Shaza. Whether you
                         are born there or not. Your parents
                         knew who you where but you...you do
                         not. 

                                   KALA
                         Who are you?

                                   OLD FAIRY
                         Who are you Kala of Shaza?

                                   KALA
                         Who am I?

                                   OLD FAIRY
                         You are one of the bringers of the
                         end. The other awaits you soon. 

                                   KALA
                         Waits for what?

                                   OLD FAIRY
                         To end the death. To find the cure.
                         To end Aria. They will send you.
                         Just ask.

               The fairy leaves as quietly as she came. Kala gets dressed
               and leaves. 

                                                                CUT TO:



               INT. COUNCIL HALL - NIGHT
               Kala enters the hall through the open roof. There she finds
               Delea, Osseen and Yala. 

                                   DELEA
                         I was not aware of your
                         appointment. 

                                   KALA
                         Forgive me Delea, council, I was
                         given a message that confused me.

                                   DELEA
                         A message from whom. 

                                   KALA
                         An old Shaza woman told me of a
                         cure for the root. 

               Osseen looks at Delea with wariness. 

                                   OSSEEN
                         Where do you know this woman from?

                                   KALA
                         I do not. 

                                   OSSEEN
                         There is no cure for the root. Your
                         own Shaza Scientists have worked on
                         it for generations with out
                         success. 

                                   KALA
                         She told me I need to search. 

                                   DELEA
                         Then search you will. 

               Osseen can not believe what she is hearing. 

                                   DELEA (CONT'D)
                         At first light go with Yanisi and
                         Rinqua to the source of the root.
                         Take provision and report back what
                         you find. You may be our saviour
                         after all. 

                                   KALA
                         I am not sure the two of them can
                         make such a journey. Deko and Yeko
                         are far better suited. 

                                   DELEA
                         We can not send all our best
                         warriors on a scouting trip. 

                                   KALA
                         I understand. 

                                   OSSEEN
                         Good luck Kala. 

                                   KALA
                         Thank you Osseen. 

               Kala flies out of the council hall. 

                                   OSSEEN
                         Why the change of heart? You now
                         believe?

                                   DELEA
                         No, but with out this one knowing
                         for sure. She will cause
                         dissention. Her cursed birth will
                         bring out the professor. 

                                   OSSEEN
                         I am a professor. I believe in the
                         Eru cure. 

                                   DELEA
                         Yes, Osseen but you are still a
                         wise council member you see the
                         good of Aria over the reverence of
                         legend. 

                                   OSSEEN
                         I am not sure what it is I see
                         Delea. Good night. 

                                   DELEA
                         Good night Osseen. 

               Osseen flies off. Yanisi comes out from his hiding place. 

                                   DELEA (CONT'D)
                         Tomorrow you and Rinqua end this. 

                                   YANISI
                         I understand. 

                                   DELEA
                         If Kala returns, you do not. 

                                   YANISI
                         She will not return. 

                                                         FADE TO BLACK.



               INT. WARRIORS DOMATORY - DAY
               Yanisi and Rinqua are preparing to leave. 

                                   RINQUA
                         This is a suicide mission. 

                                   YANISI
                         It will be if you speak again. 

                                   SERVAN
                         Speak of what? Where are you two
                         off two so early. 

                                   YANISI
                         Oh, hunting Mallolunk. 

               Kala walks into the doorway fully dressed with provisions. 

                                   SERVAN
                         Hunting for Mallolunk?

                                   KALA
                         Servan, do not get involved. 

                                   SERVAN
                         I don't like hunting anyway. 

                                   KALA
                         We have to go. 

                                   YANISI
                         Yes, let's.

               The three leave. As soon as they are out of sight, Servan
               runs towards the others. 

                                                                CUT TO:



               EXT. WARRIORS DOMATORY - DAY

               Servan, Yeko and Deko, all take off after them. 



               EXT. SKIES OVER ARIA - DAY

               The others catch up to Kala. 

                                   YEKO
                         So, you thought you could keep the
                         hunt a secret. 

                                   KALA
                         Go back.

                                   YEKO
                         Not on your life. 

                                   YANISI
                         Servan, call off your dogs. 

                                   DEKO
                         Yanisi, would you like to call me
                         off?

               Kala lands on a rock cliff. The others follow her. 

                                   KALA
                         What is going on here?

                                   SERVAN
                         I was curious myself. 

                                   KALA
                         We have an assignment. 

                                   SERVAN
                         Then we have an assignment. As soon
                         as you fill us in we will be up to
                         speed. 

                                   KALA
                         Servan, I can't. You just have to
                         trust me. 

                                   SERVAN
                         Sorry kiddo. Got one of those
                         feelings. 

               Rinqua comes up behind Servan and hold a knife at his throat. 

                                   RINQUA
                         No more words Servan. Yeko, Deko,
                         you both fly back now. Servan will
                         return shortly. 

               Yanisi is readying his weapon. Servan notices this and
               realizes that Kala is not. 

               He spreads his wings knocking Rinqua back into the air and
               off the cliff. His knife slightly cuts Servan. 

               Servan turns and throws his knife, anticipating Rinqua's
               return and attack. 

                                   SERVAN
                         Kala arm yourself.

               Servan's knife flies through the air and into a reemerging
               Rinqua. Rinqua falls again but holds on to the cliff. 

               Yanisi plunges his knife into Servan's back. 

                                   YANISI
                         Traitor!

               Kala is on Yanisi before he can pull out the knife. 

                                   KALA
                         Coward!

               She continues to plunge her knife in until he releases his
               knife. Servan pulls away and falls. 

                                   YEKO
                         What is happening!

                                   DEKO
                         Are you gonna cut someone?

                                   YEKO
                         I don't know.

               They go back to back prepared to defend against anyone. 

                                   KALA
                         What is this Yanisi?

                                   YANISI
                         You where never one of us. 

               Yanisi dies. 

                                   SERVAN
                         Deko. Pull Rinqua up. 

               They do. 

                                   SERVAN (CONT'D)
                         What is happening here?

                                   RINQUA
                         The council ordered Kala killed. 

               Kala is in shock. 

                                   KALA
                         No, we are to find a cure at the
                         source of the root. 

                                   SERVAN
                         No you weren't Kala. Not with out
                         all of us. 

                                   KALA
                         Don't move Servan. 

                                   SERVAN
                         We can not go back. 

                                   KALA
                         We'll get you back. 

                                   RINQUA
                         He's right. We will be killed if
                         you return. Servan can only be
                         helped if we say you killed Yanisi
                         and the others helped me. 

                                   SERVAN
                         No!

               Servan goes to kill Rinqua but Kala stops him. 

                                   KALA
                         Deko, Yeko take back Servan. Tell
                         them I killed them both. 

                                   RINQUA
                         No. I was ordered to. 

                                   KALA
                         You didn't obey your orders. I will
                         still follow the council's orders.
                         You will not return alive. 

               She takes off his head with one movement. Yeko kicks his body
               off the cliff. Deko does the same with Yanisi. 

                                   DEKO
                         I will track you and send supplies. 

                                   KALA
                         You will never find me and if you
                         did try they would kill you. I
                         would have to kill you if I saw you
                         again. 

                                   DEKO
                         Understood.

                                   KALA
                         Please help him. 

                                   DEKO
                         Kala, Servan will not survive the
                         trip. Make your peace. 

                                   KALA
                         No. 

                                   YEKO
                         Deko.

                                   SERVAN
                         I will not be joining you two. Why
                         don't you take off OK.

                                   YEKO
                         Servan. 

                                   SERVAN
                         Here, take this. 

               He hands him his knife.

                                   SERVAN (CONT'D)
                         Make sure you take care of your big
                         brother. 

                                   YEKO
                         I will. Thank you. You lived well. 

                                   DEKO
                         It's time. Good bye Kala and
                         Servan. 

               Kala hugs Deko. 

                                   SERVAN
                         Live well my friends.

               The brothers fly off. 

                                   KALA
                         You saved me. 

                                   SERVAN
                         You saved me. 

                                   KALA
                         I didn't do a good job. 

                                   SERVAN
                         Why did this happen?

                                   KALA
                         I know too much about a cure for
                         the thornroot. 

                                   SERVAN
                         The Shazas?

                                   KALA
                         Yes, how did you know?

               He touches her face. 

                                   SERVAN
                         How did you not?

               Servan passes. Kala tries to hold back the tears but can not.
               She holds him until she flies off with his body, then plunges
               into the sea. 



               EXT. UNDER THE ARIAN SEAS - DAY

               Kala dives and rises for air as she piles rocks on Servan's
               body.
               When she is done she swims off only to have Pythion swim
               over, remove the rocks and take the body into a hole in the
               ocean floor. 



               EXT. CLIFF - DAY

               After climbing back up the cliff, Kala dries herself and then
               starts her flight in search of haven. 

                                                         FADE TO BLACK.



               EXT. DELPHINE DESERT - DAY

               The desert of Delphine is the only place not covered in ice
               and rock and is littered with the petrified bodies of
               thousands of beings and plants. 

               Some look as if they are running as others are holding
               weapons and running towards the source of the vines. 

               Serine is vigorously trying to fight back the roots and make
               her way up the main vine that shoots to Aria. She climbs and
               fights as she ascends towards the beautiful light of Aria.
               Serine is inspired and awed by the sight of Aria. Suddenly
               she misjudges the vines and is caught and pulled into them. 



               EXT. DARK PALACE - NIGHT

               Just beyond the line of darkness that fences in the desert is
               a city carved of Ice and rock. In the center of this city
               lays the Dark Palace. 



               INT. DARK PALACE - NIGHT

               From a window high above the palace, stands Lysander, Prince
               of Delphine. He looks out toward the desert with dark glassy
               eyes. His thorns are soft and flow in the wind. Lysander's
               hard green skin reflects the light that shines on the killer
               root that plagues his kingdom. 

               Courtessa,  walks into the room behind Lysander.  

                                   COURTESSA
                         Lysander.

                                   LYSANDER
                         Yes, Courtessa.

                                   COURTESSA
                         It's Serine. She's left to make her
                         way up the root. I couldn't stop
                         her. 

               Courtessa hears blades and a gust off wind then looks up at
               Lysander to see he is no longer on the balcony. 

                                   COURTESSA (CONT'D)
                         Lysander? 

               Courtessa turns and moves with blinding speed through the
               reflective hallways of ice and polished stone. 

               She bursts through a hallway onto a ledge stopping herself
               off the edge. Below her is an army of Insects. 

               Baracus a large beetle like creature barks over the crowd.

                                   BARACUS
                         For generations we have lost our
                         children fighting this root. I more
                         than any want to fight but we are
                         loosing ground. It is not long till
                         the root is here. We must preserve
                         our future and dig!

                                   COURTESSA
                         Lysander has left to save Serine
                         from the root. We  must follow!

                                   BARACUS
                         Lysander chooses to fight the worm
                         root...Lysander dies alone. We must
                         protect the Hive!

               A snarl comes across Courtessa's face as she dives off the
               ledge and lands in front of Baracus, who instantly looses an
               arm. 

                                   COURTESSA
                         I will leave you limbless.

               A wasp soldier steps in between Baracus and Courtessa and has
               his head ripped from his abdomen by Courtessa's sharp limps. 

               Venom drips from her fingernails as she addresses Baracus. 

                                   COURTESSA (CONT'D)
                         Is today the day you contest my
                         father's thrown. 

                                   BARACUS
                         No disrespect to you Courtessa or
                         your family but we are under
                         attack. We must dig in or all is
                         lost. 

                                   COURTESSA
                         Lysander is attacking our enemy. 

                                   BARACUS
                         Then Lysander will die on the same
                         battle field that everyone of our
                         men have died on. They have never
                         been able to stop the thornroot.
                         They will never return. 

                                   COURTESSA
                         My father returned. 

                                   BARACUS
                         And Delvin is still King. Or have
                         you forgotten your father still
                         lives. His orders are we stand
                         down.  

               Courtessa looks over the faces of confused soldiers. Jarvus,
               a senior wasp soldier, speaks up. 

                                   JARVUS
                         Stand down Courtessa. You can not
                         win this fight. 

                                   COURTESSA
                         You're future king needs you. 

               No one moves. 

                                   COURTESSA (CONT'D)
                         Is it loyalty to my father or fear
                         that guide your hearts!

               The men and women start to look at each other. 

                                   COURTESSA (CONT'D)
                         Our babies will die. No matter how
                         deep we burry them. We must follow
                         Lysander and Serine! I will follow!

               From a dark corridor emerges Delvin. His steps rattle and
               shake but all grows silent. His voice sounds as if it bounces
               inside his hollow body. 

                                   DELVIN
                         Courtessa! Stand down. 

                                   COURTESSA
                         But sir your son. 

                                   DELVIN
                         He knows what he has done. Tonight
                         we must save the Hive as planned. 

                                   COURTESSA
                         Sir he thinks he can stop this.
                         Serine believed it too. 

                                   DELVIN
                         Then for our sakes, I hope they
                         live. But we don't have enough time
                         to risk the Hive. 

               Delvin falls and his body rattles. Courtessa and Baracus both
               jump to his aid, keeping their eyes on each other. Baracus'
               severed arm is already starting to heal. 

                                   COURTESSA
                         Are you alright Delvin?

                                   DELVIN
                         No child. I am dying. 

                                   COURTESSA
                         No, you have many years left. 

                                   DELVIN
                         Walk with me. Baracus, send five
                         trackers. The best Baracus. Bring
                         me back my son. 

                                   BARACUS
                         But sir, you are killing those men. 

                                   DELVIN
                         Then send better men. 

                                   BARACUS
                         Jarvus, send your crew and return
                         what is left of Lysander and
                         Serine. 

                                   JARVUS
                         Yes, Sir. 

                                   DELVIN
                         Courtessa, take me to my room. 

                                   COURTESSA
                         Yes, sir. 

               They walk down the hallway to Delvin's room. Courtessa stops
               outside. 

                                   DELVIN
                         No, come inside. 

                                   COURTESSA
                         Are you sure?

                                   DELVIN
                         Come in. Don't make this my last
                         order. Come be my daughter. 

                                   COURTESSA
                         Let me help you. 

               They go inside. 



               INT. ROYAL CHAMBER - NIGHT

               Courtessa and Delvin walk into the room. Delvin sits in a
               dark corner. 

                                   DELVIN
                         I have one last request that you
                         can only perform after I am no
                         longer your King. 

                                   COURTESSA
                         Why do you think you are dying. You
                         are just ill. You will heal. 

                                   DELVIN
                         I am not like you. I will not heal
                         anymore. I have come to the end of
                         my time. 

                                   COURTESSA
                         How. You have so many years left. 

                                   DELVIN
                         If I was from Delphine. But I am
                         not from here. The roots are not
                         from Aria. Aria suffers as we do.
                         You must tell the others. The
                         secret to stopping the root is on
                         Aria. 

                                   COURTESSA
                         How could you know that?

                                                                CUT TO:



               EXT. DELPHINE DESERT - DAY

               The roots are burrowing through Serine's veins causing her to
               wretch with pain. Flying above she sees Lysander. He notices
               her and quickly heads towards her as he is attacked by the
               vines causing him to lose flight control. 

               He lands on the thickest vine near Serine, which immediately
               shoot smaller, barbed vines at him. Each vine that suctions
               to his hard armor like flesh, releases spores that shoot up
               and surround him in a cloud of sharp needles. His wings are
               pierced by the spores and small vines start to spread along
               the infected area. 

               Lysander, disregards his wings in and effort to free Serine,
               from the roots in vain. 

                                   SERINE
                         Lysander, you believe. 

                                   LYSANDER
                         Please, a moment longer and I will
                         free you. 

               He desperately removes the vines from her flesh not realizing
               that more are emerging from within her own body. 

                                   SERINE
                         No, Leave my Prince. I will return
                         to the Darkness now. I'm sorry I
                         failed you.  

                                   LYSANDER
                         Serine, please. 

               Serine is staring up towards the deserts of Aria.

                                   SERINE
                         Look.

                                   LYSANDER
                         At what?

                                   SERINE
                         All the death. Look how it kills
                         their world too. This cannot be
                         from them If it kills them. 

                                   LYSANDER
                         We don't know that. 

                                   SERINE
                         We are wrong. Go. Go tell the
                         others. 

                                   LYSANDER
                         I can save you. 

                                   SERINE
                         No. It's too late. 

               As she says this roots come through her mouth and out towards
               Lysander's face, destroying what was left of her body to get
               to him. He is almost engulfed by them until he begins to cut
               them off his body. 

               Enraged he frees himself. He turns to his infected wings and
               with one movement rips them off at the base. 

                                   LYSANDER
                         Ahhhh!

               He lets them drop away from him. 

               As the vines on the floor, rip into his wings, the holes in
               his armor fill with a dark green liquid that hardens to match
               his skin. Two plates on his back close down to cover the
               newly healed area. 

               His fingers stretch and solidify to become blades. He cuts
               through the seemly endless roots until he becomes tired. 

               The roots surround and engulf Lysander. 

                                                         FADE TO BLACK.



               EXT. FLASHBACK - DAY

               Lysander is sitting in a dark area with Serine.

                                   LYSANDER
                         I can not be king of this nation. I
                         am not strong enough to defend the
                         thrown. 

                                   SERINE
                         You have different strength
                         Lysander. None of us can hurt you.

                                   LYSANDER
                         But I can not...

                                   SERINE
                         You can not be your father. You
                         will lead differently and I will
                         always be behind you...maybe next
                         to you. 

                                   LYSANDER
                         Thank you Serine.

               She tries to touch him but he shy's away from her. 

                                   SERINE
                         You never have to thank me.



               EXT. DELPHINE DESERT - DAY

               The roots are crushing Lysander but cannot penetrated his
               flesh. He summons the last of his strength to rip free.

                                   LYSANDER
                         Ahhhh!

               Lysander looks towards the muted lights of his dark city on
               the edge of the dessert then up towards the source of the
               vines on Aria. 

               Lysander begins to climb. The vines try but cannot pierce his
               armor. Lysander begins a long climb to Aria. 

                                                                CUT TO:



               INT. DARK PALACE - NIGHT 

               Courtessa, Bria, Roma, Neep and Slag wait to hear news of
               Delvin's health. 

                                   COURTESSA
                         For year I wished them both dead
                         and I would give my life for them
                         now. 

                                   BRIA
                         You wanted who dead?

                                   COURTESSA
                         Lysander and the king. I blamed
                         them for my mother. Now I just want
                         them back. 

                                   BRIA
                         Delvin will be fine. 

                                   NEEP
                         He's the king. He's OK. I just know
                         he is. 

                                   SLAG
                         If he's not we're all going to die. 

               Mirahbi enters. 

                                   COURTESSA
                         Mirahbi, please.

                                   MIRAHBI
                         You're father is fine child. The
                         kingdom's fate is resting heavy on
                         him and now with his son
                         missing...and Serine. You know how
                         he loves her. 

                                   COURTESSA
                         Yes, I would assume that was it.
                         Thank you Mirahbi. Can we see him
                         now?

                                   MIRAHBI
                         Not until morning. He wants to
                         rest. 

                                   COURTESSA
                         Oh, alright. Thank you again. 

               Mirahbi returns to the room. 



               INT. DELVIN'S CHAMBER - NIGHT

               The doctor returns to the king.

                                   MIRAHBI
                         You have to let me check you
                         Delvin. I have no idea how you
                         work. This may actually be your
                         demise. 

                                   DELVIN
                         Then it is my demise. 

                                   MIRAHBI
                         You are a stubborn old man. 

                                   DELVIN
                         And I should have eaten you in your
                         lab. 

               The laugh. 

                                   MIRAHBI
                         I need to ask you. 

                                   DELVIN
                         I can not answer you Mirahbi. 

                                   MIRAHBI
                         Fair sir. Rest tonight. 

                                   DELVIN
                         Thank you friend. 

                                   MIRAHBI
                         You are always welcome sir. 

               Mirahbi leaves and Delvin staggers to his window. He stares
               up to Aria. 

               Delvin's Armor begins to thin from his face forming a
               metallic version of Delvin's Shaza face. 

                                   DELVIN
                         Climb Lysander. Save us my son. 

                                                          FADE TO BLACK



               EXT. ARIAN DESERT - DAY
               Kala is weary and isolated from all she knows. She can not
               rest anywhere for very long because of the high concentration
               of the thornroot. 
               After flying a moment more she sees an older Shaza dying in
               the root.

                                   CREYA
                         Stay back!

               Kala answers the fairy with telepathy. 

                                   KALA
                         Save your strength. I am a friend. 

                                   CREYA
                         I know who you are Kala of Shaza.
                         Your father is known to us. Please
                         stay back. I will not live long. 

                                   KALA
                         I must try.

                                   CREYA
                         You will fail child. Please tell
                         the others I will not return. 

                                   KALA
                         Why are you so far from Aria. 

                                   CREYA
                         See your home child. 

               Creya dies but sends her spirt with images of the Shaza
               village to Kala. Kala sees more Shazas than she has ever
               seen. All dressed ornately and not shamed.

               As Kala sees the vision she does not notice the vines
               approaching her. Before she can react she is trapped in a
               circle of vines, that are rapidly closing together above her. 

                                   KALA
                         No.

               Slowly the light is squeezed out until Lysander cuts through
               the vines. 

               Kala backs up but quickly  remembers that the roots are
               behind her. She pulls out her sword. 

                                   KALA (CONT'D)
                         I can defend myself!

               The hole that Lysander made for her is closing up. Lysander
               is forced to come down to the ground with Kala. Lysander
               looks at her. She is defending herself from him. 

               Lysander notices a root coming at her. 

               Kala prepares to counter Lysander's attack until she sees the
               root reflected in his eye. 

               She ducks and is saved by Lysander who cuts a space through
               the roots and Kala flies out followed by Lysander who crawls
               out. Kala swoops down and catches him when he jumps away from
               the thornroot.  

                                   KALA (CONT'D)
                         I got ya.

               Lysander responds telepathically.

                                   LYSANDER
                         Thank you. 

               The shock causes Kala to drop him. She dives down and catches
               him again. 

                                   LYSANDER (CONT'D)
                         Please don't do that again. 
               Lysander and Kala realize they can speak to each other in
               Fairy tongue and telepathy. 

                                   LYSANDER (CONT'D)
                         Where can we go? 

                                   KALA
                         There that peak. 

                                   LYSANDER
                         Can you make it with me?

                                   KALA
                         Yes. 



               EXT. TOP OF PEAK - DAY

               Lysander and Kala are happy to be resting. 

                                   KALA
                         Who are you? Are you Shaza?

                                   LYSANDER
                         I am Lysander, prince of Delphine,
                         son of Delvin. I know no Shaza. 

                                   KALA
                         Where did you come from?

                                   LYSANDER
                         Am I a prisoner?

                                   KALA
                         No.

                                   LYSANDER
                         Where I am from...I would now ask
                         you...Who are you and where are you
                         from?

                                   KALA
                         I am Kala. I am from Aria.

                                   LYSANDER
                         I am from Delphine. 

                                   KALA
                         Where is Delphine?

               Lysander points up to Delphine. 

                                   KALA (CONT'D)
                         From the Delphine?

                                   LYSANDER
                         Yes. 

                                   KALA
                         So you can fight the root because
                         you control it. 

               Kala prepares to attack.

                                   LYSANDER
                         No, I am here to find the Eru. 

               Kala is shocked. 

                                   KALA
                         What do you know of the Eru?

                                   LYSANDER
                         They are the only ones that can
                         save Delphine from the root. 
               Lysander opens his wing shields and fresh new wings unroll
               from his back. 

                                   KALA
                         You have wings. 

                                   LYSANDER
                         Yes. I lost them on the climb. 

                                   KALA
                         Are you Shaza? You speak our
                         language. But I have never seen
                         armor like this. 

                                   LYSANDER
                         This is my flesh. 

                                   KALA
                         Then how are you like them? Like
                         me?

                                   LYSANDER
                         I am not like you. I am not like
                         anyone. 

                                   KALA
                         There is no one like you on your
                         planet?

                                   LYSANDER
                         No, like me but not. 

                                   KALA
                         Like me. 

                                   LYSANDER
                         No not like you at all. 

                                   KALA
                         No, I am not like anyone here. I'm
                         a halfling. Part Shaza part Arian. 

                                   LYSANDER
                         You think I am part Shaza?

               Kala nears his drying wings that are starting to shimmer. 

                                   KALA
                         You definitely are or at least
                         part. This is amazing. Where did
                         you learn to speak like this. 

                                   LYSANDER
                         My father would speak to me this
                         way when he wanted no others to
                         hear. 

                                   KALA
                         Your father?

                                   LYSANDER
                         The king of Delphine, Delvin. 

                                   KALA
                         I know of your father. He was
                         thought to have died here. 

                                   LYSANDER
                         Can not be. He is like me. With
                         armor. 

                                   KALA
                         This is amazing. We are the two.
                         The children of the dark and light
                         will end these worlds in pain unite
                         for mountains crash into sand when
                         Shazas mix within our lands. 

                                   LYSANDER
                         I know this song. 

                                   KALA
                         This is our destiny. You and I. We
                         must find the Eru and save our
                         worlds from the Thornroot. 

                                   LYSANDER
                         I will need your help. 

                                   KALA
                         Then you have it. This part of the
                         dessert is free of thornroot. But
                         it still will not be easy. How long
                         until you can fly on those things. 

                                   LYSANDER
                         They have to dry. It will be awhile
                         but in this heat...who knows. 
               With the roots behind them, they travel on. 



               EXT. CACTUS FORREST IN THE EASTERN DESERT OF ARIA - DAY

               In the Eastern desert they find themselves in a field of
               cactuses. 

                                   KALA
                         We must get water. I'll cut a
                         cactus. They store water. 

                                   LYSANDER
                         Find only enough for you. I don't
                         need it yet. 

               Lysander becomes on edge. His thorns all become erect. 

                                   LYSANDER (CONT'D)
                         Protect yourself. 

                                   KALA
                         From where?

                                   LYSANDER
                         Everywhere.

               When Kala arms herself the cactuses raise up and reveal
               themselves as Pythion. They find themselves surrounded.

                                   LYSANDER (CONT'D)
                         Fly Kala. 

                                   KALA
                         I can not. I'm too weak. 

               As the cactus grow nearer, the two realize they can not win. 

                                   KALA (CONT'D)
                         Please. We mean you no harm.

               The head Cactus Pythion approaches them. Kala attempts to
               raise her sword but Lysander stops her. 

               Then from a needle on his hand, the Pythion releases water,
               that drips on to Kala. Others approach Lysander who doesn't
               need it and is just getting wet. 

               When Kala smiles and drinks. The others shoot water into the
               air as celebration. 

                                   LYSANDER
                         Your world is surprising. 

                                   KALA
                         This is a surprise to me too.

               Little flower headed Cactus dance around their feet. One
               falls and sticks Kala. 

                                   KALA (CONT'D)
                         Ouch. 

               Lysander laughs. The two rest there as the Arian sun sets.
               The dessert Pythion all near the sleeping two and form
               shelter around them while they sleep. 

                                                                CUT TO:



               EXT. EASTERN DESERT ARIA - DAY
               Kala and Lysander have begun their journey again and see a
               bright light from a distance. 

                                   KALA
                         What is that?

                                   LYSANDER
                         I can't tell. Let's go see. 
               They head towards it and notice it's coming from a cave
               carved into the rock. 



               INT. CAVE - DAY
               Inside they find a mass of wealth. 

                                   LYSANDER
                         What is this?

                                   KALA
                         These have been stolen from many
                         people. No one culture. 

                                   LYSANDER
                         Could we camp here?

                                   KALA
                         No this is being used by a...

               Suddenly an angry Chevas flies in towards them.

                                   KALA (CONT'D)
                         Behind me. 

                                   LYSANDER
                         No it will kill you. We have them
                         on Delphine. 

               The Chevas closes in and Kala raises up bringing her chest
               plate into the face of the Chevas who mistakes Kala's chest
               plate as another Chevas and is confused for a moment. 

               Lysander flies up behind Kala drawing the Chevas' attention.
               Kala flies under the creature and as it goes for Lysander she
               stabs it in a weak point on it's body. 

               The massive beast falls to the ground and shakes the cave. 

                                   LYSANDER (CONT'D)
                         You must be a great warrior on this
                         world. No man has ever killed a
                         Chevas. 

                                   KALA
                         No man has ever. Let's carve him up 
                         before more come. Their blood will
                         keep us hydrated. Cut out the
                         stomach we will use it as a
                         satchel. 

                                   LYSANDER
                         Smart.

               Lysander forms a blade with his hand and slices the creature
               in minutes. 

                                   KALA
                         Impressive. 

                                   LYSANDER
                         My father showed me how to do this.
                         We would hunt Growbers. They are as
                         big just not as nasty. 

                                   KALA
                         I never knew my parents. 

                                   LYSANDER
                         Why?

                                   KALA
                         Arian law forbids the union of
                         Shazas and Arians. The council
                         killed them. My father, then my
                         mother after I was born. 

                                   LYSANDER
                         But yet you work for them. 

                                   KALA
                         I did. They raised me. Now I wonder
                         why. The council tried to kill me.
                         That's why I am here. 

                                   LYSANDER
                         What happened?

                                   KALA
                         They are afraid we are the
                         prophecy. We are the children of
                         the dark and light. We are the
                         halflings of legend. 

                                   LYSANDER
                         My father believed in the Eru cure
                         and told me of this my whole life.
                         I never believed him. 

                                   KALA
                         We will save our worlds. This is
                         all we need. Let's get out of here. 

               The two leave the cave stocked for the next leg of the
               journey. 



               EXT. EASTERN DESERT ARIA - DAY

               They walk for two more days and finally, over a large dune,
               can see the woods.

                                   KALA
                         Look Lysander. There it is. The
                         Shaza woods. Lysander?

               Lysander collapses. 

                                   KALA (CONT'D)
                         Lysander!

               Kala, covered in painful blisters, tries to drag him towards
               the woods but cannot. She becomes soft and breaks down.

                                   KALA (CONT'D)
                         I can't move you Lysander. Please,
                         We have to go. It's so close. 

               She doesn't want to but she leaves Lysander. Tears a falling
               down her face as she stumbles away. 

                                   KALA (CONT'D)
                         Argh!

               Kala is compelled to return and begin to drag him again until
               she too collapses short of the forrest. 

                                   KALA (CONT'D)
                         Lysander, please.

               Kala passes out. 

                                                         FADE TO WHITE:



               EXT. SHAZA WOODS - DAY

               Kala awakens on the banks of a pond with a waterfall above
               it. Above Lysander is the Mallolunk, a strange bear like
               animal with a giraffe neck.  

                                   KALA
                         Lysander, wake up. 

               Lysander wakes up to sees the Mallolunk and jumps far away. 

                                   LYSANDER
                         Ahhhh! What is it! Does it want to
                         eat me?

               Kala laughs.

                                   KALA
                         No they are friendly. I mean they
                         eat bugs sometimes. You may be a
                         lovely meal for it. 

               Kala laughs again. 

                                   LYSANDER
                         I'll kill you creature. 

                                   KALA
                         I'm only joking. I had one as a
                         child. 

                                   LYSANDER
                         Oh. What are you doing?

                                   KALA
                         I need to bathe. 

               Kala is removing her armor and her clothes. The Mallolunk and
               Lysander stare at her. 

                                   KALA (CONT'D)
                         Don't you want to?

                                   LYSANDER
                         I have never seen so much water
                         before. I don't think I can go in
                         it. 

                                   KALA
                         You wont know until you try. Come
                         on. 

               The Mallolunk lumbers into the water when Kala calls
               Lysander. 

                                   KALA (CONT'D)
                         Oh no!

                                   LYSANDER
                         Well, he likes the water. 

               Lysander is watching everything from a distance. He watches
               Kala in the water but doesn't go in. She is relaxed and
               happy. Kala notices that Lysander is watching her and he
               turns away. Lysander looks at his own body then back at Kala. 

                                   LYSANDER (CONT'D)
                         I am amazed by your flesh. It seems
                         so vulnerable but beautiful.

                                   KALA
                         That is what makes it beautiful. It
                         is so easily destroyed. 

                                   LYSANDER
                         Does it hurt to have flesh?

                                   KALA
                         No, well if something hits it or
                         scrapes it. But it feel good too. 

                                   LYSANDER
                         How?

                                   KALA
                         Well if you touch it lightly. 

               Kala blushes.

                                   LYSANDER
                         What happens then?

               Kala gets shy and them comes out.

                                   KALA
                         Well, a lot of stuff. We got to get
                         moving.

                                   LYSANDER
                         OK. 

               Kala gets dressed and as they begin to walk the Mallolunk
               walks with them. 

                                   KALA
                         Oh no. You can't come. 

                                   LYSANDER
                         Do they speak?

                                   KALA
                         Well no but...

                                   LYSANDER
                         I just was wondering because you
                         keep talking to it. 

                                   KALA
                         It's what we do here, with our
                         animals. 

                                   LYSANDER
                         He still follows.

                                   KALA
                         Yeah. They don't always listen.

                                   LYSANDER
                         I guess we should walk.

                                   KALA
                         Better with the dense trees anyway. 

                                   LYSANDER
                         True. 
               Suddenly the Mallolunk is on edge, before Lysander.

                                   LYSANDER (CONT'D)
                         He's good. 

               Kala sniffs the air. 

                                   KALA
                         Smell that?

                                   LYSANDER
                         Yes. 

                                   KALA
                         Kallera worms. Be on guard. Always
                         two. 
               They are set upon by two Kallera worms. Kallera worms are
               twelve foot long, gelatinous worms that kill as a pair with
               razor teeth and multiple thorns on the edge of their sticky
               body.  

                                   KALA (CONT'D)
                         Try not to touch them. 

               They all run from the Kallera who are following quickly. 

                                   LYSANDER
                         How are they so fast. 

                                   KALA
                         They glide on that slime. 

                                   LYSANDER
                         The Mallolunk can't out run this.
                         We owe it our lives. 

                                   KALA
                         Then we fight. 

               The two turn and fly between the Mallolunk and the Kallera
               worms. 

                                   KALA (CONT'D)
                         Be careful they work as a team. 

                                   LYSANDER
                         Then we must also. 

               Lysander is rushed by one causing Kala to strike it and leave
               herself vulnerable. The other worm comes after her but
               Lysander dives in front of it.

                                   KALA
                         Don't touch it.

                                   LYSANDER
                         Too late. 

               He is stuck to the worm. His armor cuts into the worms back
               allowing Lysander to dig into it. The other worm comes after
               Lysander, exposing it's back to Kala who throws her longest
               sword into the beast's spinal collum. 

               Lysander is riding the Kallera worm like a rodeo bull. Kala
               picks up her sword and rides the Mallolunk over to Lysander.

               She jumps off and spears it through the brain from under it.
               It falls on it's back and a wet and sticky Lysander emerges
               from it's soft belly. 

                                   LYSANDER (CONT'D)
                         Your planet is wet and disgusting. 

                                   KALA
                         We better find water. You'll turn
                         into a statue.

                                   LYSANDER
                         Lovely. Kala behind you. 

               The Mallolunk is growling at reptilian jackals that want the
               corpse of the downed Kallera worms. 

                                   KALA
                         I don't know what they are. 

                                   LYSANDER
                         They don't want us. They are trying
                         to scare us away. 

                                   KALA
                         Then let's go.

               She turns to the Mallolunk.

                                   KALA (CONT'D)
                         Come on. 

               It backs up towards them as the Jackals approach. They leave
               the corpse that is converged on by the jackals. A few smell
               Lysander and start after him. 

                                   LYSANDER
                         Kala fly!

               The Mallolunk fights with the Jackals causing the feeding
               Jackals to join the fight. Lysander kills many but his limps
               are slow and stiffening. 

               The jackals' scales seem to be impervious to the gelatin and
               their hair is matted from years of feeding on worms. They
               move with ease. 

               The Jackals kill the Mallolunk. 

                                   KALA
                         No!

               Kala notices a hive above them. She flies up and cuts it off
               the tree. When it crashes to the ground thousands of Piranha
               like insects swarm the Mallolunk corpse and attack the
               Jackals. 

               Clouds of hair and blood surround Lysander. Who's wings are
               almost gone. Kala has to watch from above but cannot do
               anything. 

               Lysander slowly makes his way away from the area and dives
               into a river. The insect retreat from Lysander. 

                                   KALA (CONT'D)
                         Lysander, I'm coming. 

               Lysander can not swim and is drowning. Kala gets to him but
               can not lift him from the water and the two go falling over a
               waterfall. 

               Kala's weak wings soften their fall. 

                                   LYSANDER
                         Thank you. 

                                   KALA
                         Can you move?

                                   LYSANDER
                         Yes. I just need a moment to catch
                         my breath. 

                                   KALA
                         Um...I don't think you have that
                         moment. 
               They fell into the valley and are surrounded by Pythion that
               are not friendly. 

                                   LYSANDER
                         They are Pythion. We are saved. 

                                   KALA
                         They do not look happy to help. 

               A tall tree musters other warrior types who shoot quills at
               them. Lysander covers Kala with his body shielding her from
               the quills. 

                                   LYSANDER
                         We must run. 

               They start running defending themselves from enemies that
               literally come from every angle. It seems that every plant
               they pass is attacking them. 

                                   KALA
                         We can't make it. 

                                   LYSANDER
                         You have to fly. 

                                   KALA
                         I can't I won't leave you.

                                   LYSANDER
                         Then we fight there.

               Lysander point to a rocky patch of hill. 

                                   KALA
                         I can't make it there. 

                                   LYSANDER
                         You must.

               They run for their lives. Jumping and diving over Pythion.  
               They are out numbered and loosing badly. Both are very badly
               injured and are on their last legs.

                                   LYSANDER (CONT'D)
                         You are loosing to much blood. 

                                   KALA
                         It wasn't my plan. 

               They stop and huddle together, short of their goal. 

                                   LYSANDER
                         What have we done to them?

                                   KALA
                         I don't know. 

                                   LYSANDER
                         I'm sorry Kala of Shaza.

                                   KALA
                         I'm glad to have met you Lysander
                         of Delphine. 

               Kala rest her weapons down and Lysander relaxes his thorns as
               the Pythion near. 

                                   LYSANDER
                         I will shield you as long as I live
                         but I can't protect your wings. 

                                   KALA
                         It was not for you to protect me. 

               Just then the Pythion stop advancing. Two Shaza scouts,
               Chrazic and Bebo fly though the crowd. 

                                   CHRAZIC
                         Why are you here?

                                   KALA
                         We seek the Shaza village. 

                                   CHRAZIC
                         For what purpose do you seek the
                         village, Kala of Shaza and Lysander
                         prince of Delphine. 

                                   LYSANDER
                         For a cure to thornroot.

                                   CHRAZIC
                         There is no cure for the thornroot.

                                   BEBO
                         We have been expecting you. Ohpus
                         awaits. 

               Suddenly the hundreds of Pythion clear a path revealing the
               Shaza city. The city is made of golden tree amber that has
               been molded into the most complex shapes and structures.  

                                   LYSANDER
                         Amazing.

                                   BEBO
                         Come. Our healers will begin your
                         recovery as we walk. 

               Dozens of tiny Shazas fly around Lysander and Kala. Tetok,
               the head doctor addresses them. 

                                   TETOK
                         You two are a mess. Wow. OK, pull
                         back your armor so I can see you. 

                                   LYSANDER
                         I can not. 

                                   TETOK
                         Oh, OK. Fix up his wings girls. 

               A group of nurses fly around Lysander's wings and pour a
               glowing gel on to his injuries. 

                                   TETOK (CONT'D)
                         Oh, you look familiar. 

                                   KALA
                         Do I?

                                   TETOK
                         Maybe when we clean you up. Are you
                         wearing a dead thing?

                                   KALA
                         Yes, I took down this Chevas all
                         alone. It was as big...

                                   TETOK
                         OK save your energy chatty. Let's
                         get you to the baths. 

               Kala is shocked by this man and the entire environment. 



               EXT. SPIRIT FALLS - DAY

               As they near, the glow from the city intensifies on their
               faces. 

                                   KALA
                         What is that?

                                   TETOK
                         That is spirit falls. Where you two
                         are going to rest for awhile so we
                         can bring you to meet the Ohpus. 

                                   KALA
                         We're bathing in there?

                                   TETOK
                         No, you're sleeping in there. 

               Kala gets nervous causing Lysander to tense up almost cutting
               a Shaza with his thorns.

                                   LYSANDER
                         I'm sorry. 

                                   KALA
                         What do you mean. I am not too weak
                         to defend myself. 

                                   TETOK
                         Oh yes you are. It will be a little
                         uncomfortable at first but trust
                         me. Look for yourself. 

               Under the glowing water, Kala and Lysander see fields of
               large hallow stones with Shazas in them.

                                   KALA
                         Are they all dead? 

                                   TETOK
                         No child. They are resting. It
                         keeps us strong forever. 

                                   LYSANDER
                         I can not do this.

                                   TETOK
                         Oh yes you can son. Either way you
                         must or you can not enter the
                         priestess' chamber. 

                                   CHRAZIC
                         You'll be fine. Trust me. It will
                         heal you. Our people have done it
                         for hundreds of years. 

                                   KALA
                         I am not full Shaza and what of
                         him?

                                   CHRAZIC
                         You both are Shaza. 

               Lysander is surprised by such a clear admission. 

                                   LYSANDER
                         I'll go with you Kala. 

                                   TETOK
                         When you get into the stones inhale
                         deeply. Let the fluid take you
                         over. 

                                   KALA
                         OK.

               They take a moment and go into the glowing liquid. 



               INT. SPIRIT FALLS - DAY

               The two swim through the glowing liquid towards the stones at
               the bottom. Lysander stops and helps Kala into one then goes
               to swim off when Kala stops him. She brings him into her
               stone and the two lay there. 

               Lysander's armor begins to mold to a facial structure
               underneath. This causes Kala to inhale from shock. Lysander
               touches the creases of what seems like a Shaza face coated in
               meatal. Lysander inhales. 

               Staring at each other, they slowly fall asleep, breathing
               under glowing water.  

                                                         FADE TO BLACK.



               INT. SHAZA PRIESTESS CHAMBER - NIGHT

               Kala and Lysander both awake in a room surrounded by Shaza
               priestess'. Kala is dressed as them. Lysander stands, his
               face returns to an armored state. 

                                   OHPUS
                         There is no need to arm yourself
                         further Lysander. You both are
                         home. Among family. Your true
                         families. 

                                   LYSANDER
                         I am from Delphine. 

                                   OHPUS
                         Yes, only some of you is from
                         Delphine. Your father was one of
                         our greatest minds. So was yours
                         Kala. The two of them invented what
                         you wear Lysander. 

                                   KALA
                         What do you know of my father? His
                         name is never spoke in Aria. 

                                   OHPUS
                         The Arian council is afraid of what
                         your father's knew. 

                                   LYSANDER
                         That the root can be stopped.

                                   OHPUS
                         That the root can be stopped. 

                                   LYSANDER
                         My father told me of the Eru. 

                                   OHPUS
                         Your father knew legends. You will
                         know the Eru. The Eru have made
                         peace with the root. They can
                         suppress the root, control the root
                         and have shielded us from the root
                         for generations. Lysander, I want
                         you to watch the process Kala will
                         now undergo. Kala today you will
                         become a Shaza.

                                   KALA
                         Thank you.

                                   OHPUS
                         Our people's history is in these
                         walls. You have added to it
                         already. Now it will be yours. Come
                         sit here. 

               Kala is going into a trance like state as she approaches the
               priestess. Lysander walks towards Kala and his armor melts
               away from his body and on to the floor as a pool of liquid. 

               The liquid dissolves into him as he walks over and joins the
               others. Now looking much like the Shaza. Almost more than
               Kala. They merge their minds and learn their history. 

                                   OHPUS (CONT'D)
                         Welcome Lysander and Kala of Shaza.
                         Son and Daughter of Delvin and
                         Torin. Savior of the Shaza.
                         Destroyer of Delphine and Aria!

               Lysander and Kala stand entranced. They fall to the ground
               lifeless. 

                                   OHPUS (CONT'D)
                         Take them to their chamber. 



               INT. KALA AND LYSANDER'S CHAMBER - NIGHT

               Kala awakens to a naked Lysander. After a moment she realizes
               she is also naked. Lysander wakes up. 

                                   LYSANDER
                         I see you differently.

               He put out his hands to touch his eyes and sees his flesh. 

                                   LYSANDER (CONT'D)
                         Is this me? 

               Kala tears up. 

                                   KALA
                         Yes, Lysander. Go, go look at
                         yourself. 

               They walk over to a mirror that goes from the ceiling to the
               floor. 

                                   KALA (CONT'D)
                         You are beautiful.

                                   LYSANDER
                         Is this me?

                                   KALA
                         This is you. 

               Lysander notices Kala is naked and blushes. 

                                   LYSANDER
                         Look I blush. 

                                   KALA
                         I see. Let's get dressed. 

                                   LYSANDER
                         No. Not yet. 

               Lysander is amazed by his skin. His thorns are soft and
               hairlike. 

                                   LYSANDER (CONT'D)
                         Look at me. I look like you. 

                                   KALA
                         No, she looks like me. 

               Across from them is a woman, Traget, the daughter of Ophus,
               staring at the two. She looks like Kala with long hair. 

                                   LYSANDER
                         She does. Who are you?

                                   TRAGET
                         I am Traget. Please put these robes
                         on. 

                                   KALA
                         I'd rather my armor. 

                                   LYSANDER
                         I'll wear a robe. 

                                   TRAGET
                         Your armor will returned on your
                         departure. 

                                   LYSANDER
                         We have to leave?

                                   KALA
                         What did we do?

                                   LYSANDER
                         She doesn't need the armor. 

                                   KALA
                         Yes I do. 

                                   TRAGET
                         You two have to save your people. 

                                   KALA
                         You are my people. 

                                   LYSANDER
                         I'm coming. 

                                   KALA
                         Lysander. Stay on Aria. They lied
                         to you. Your whole life. This is
                         who you are.  

                                   LYSANDER
                         I must save them. Let's go. 

               Kala is alone in the grand room with her robes as Lysander
               follows Traget. 



               INT. SHAZA HALLWAY - NIGHT

               Lysander follows Traget through the hallway. 

                                   LYSANDER
                         Why do you resemble Kala? 

                                   TRAGET
                         Her father was my father's brother. 

                                   LYSANDER
                         She has family? Why have you never
                         tried to find her?

                                   TRAGET
                         Kala's other family is cruel
                         Lysander. If they found you they
                         would kill you. If they found us
                         they would enslave us. Torin and
                         Delvin went as ambassadors to help.
                         They died slaves. 

                                   LYSANDER
                         My father lives as a king on
                         Delphine.

                                   TRAGET
                         Your father died a long time ago on
                         Aria. 

                                   LYSANDER
                         That is not true. 

                                   TRAGET
                         You will come to see that it is. 

                                   LYSANDER
                         These visions that I see of your
                         worlds...are they real. 

                                   TRAGET
                         Sadly enough they are. 

                                   LYSANDER
                         Does Kala see them?

               Kala catches up to them at the door to the chamber. 

                                   KALA
                         I do.

                                                                CUT TO:



               INT. SHAZA PRIESTESS CHAMBER - NIGHT

               Traget stands next to her mother after guiding Kala and
               Lysander to the middle of the room. 

                                   OHPUS
                         I trust your stay was enlightening. 

                                   LYSANDER
                         How do I trust the images I see as
                         memories are real? 

                                   KALA
                         They are. 

                                   LYSANDER
                         How do you know? 

                                   KALA
                         I was there. At other angles,
                         distances but I was there. 

                                   OHPUS
                         Then you know where you must travel
                         to reach the Eru. 

                                   KALA
                         Yes. 

                                   LYSANDER
                         But no one has returned from the
                         center. 

                                   TRAGET
                         Then be the first. Kala your legacy
                         is strong in Shaza. I am sorry to
                         ask you to leave your home but only
                         you can save our home. 

                                   KALA
                         I will not fail. 

                                   OHPUS
                         You two will have to pass under
                         this world in order to make it
                         across the root desert and to the
                         hidden village of the Eru. We will
                         take you to the passage in the
                         morning. 

               Lysander and Kala are unsure but committed. 

                                                                CUT TO:



               EXT. SHAZA WOODS - DAY/NIGHT
               The next morning the are walked to where the day becomes
               night. They cross into the darkness and Lysander's armor
               comes back on immediately. 

                                   KALA
                         Good to know I don't have to carry
                         you.

                                   LYSANDER
                         I hope I can get it off again. 

                                   KALA
                         Me too.

               Lysander adjusts his armor to form to his face. 

                                   KALA (CONT'D)
                         That's much better. 

                                   LYSANDER
                         Someone is out there.

                                   KALA
                         I am sure.
               They are being watched from the dark hills around them. 



               INT. DARK WORLD - NIGHT

               The sky is now completely gone and they are in giant
               underground caverns. 

                                   KALA
                         It smell horrible in here. 

                                   LYSANDER
                         Can't smell it.

                                   KALA
                         How do I get one of those?

                                   LYSANDER
                         We should have asked. 
               They make their way deeper into the dark world until the
               Tromules, a race of shape shifting oil based people step in
               front of them. They become beasts before their eyes. 

                                   KALA
                         Get back!

                                   LYSANDER
                         Not this back!

               They are surrounded by Tromules. Kala and Lysander fly in
               between stalactites. 

                                   LYSANDER (CONT'D)
                         What are they?

                                   KALA
                         You know what I know now buddy!
               The Tromules take to the air and become dark Gargoyles.  A
               dog fight ensues and Kala and Lysander again find themselves
               facing outnumbering odds. 
               Kala is trying in vane to slice at the Tromules but slices
               through them. Kala's sword sets a spark when it hits a stone
               and her sword blade is set on fire. The Tromules back up but
               still threaten. 

                                   LYSANDER
                         It's working. 
               Kala looks at Lysander who reveals his face.

                                   KALA
                         What do I do now!

                                   LYSANDER
                         Throw it!
               She throws the sword into the chest of one who changes into
               his humanoid form before becoming a blaze that set the rest
               of them on fire. 

                                   KALA
                         Throw it.

                                   LYSANDER
                         I thought they'd run.

                                   KALA
                         We can't make it in here. Not
                         enough air. Can you fly us through
                         it. 

                                   LYSANDER
                         It would boil me inside my armor
                         and you wouldn't make it. 

                                   KALA
                         I think this is it. 
               Kala and Lysander are stuck in the middle of a burning
               inferno. Kala hold Lysander's hand and prepares to die. 
               The fires go out and the three Diamond Fops Krysto, Avanyx,
               Oreallia appear from the smoke. The Diamond Fops are a race
               of crystallized people who do nothing really. 

                                   KRYSTO
                         What in blazes is all this racquet?
                         Look all this mess!

                                   AVANYX
                         Your hair is just a mess. 

                                   KRYSTO
                         You know I don't have no hair why
                         are you messing with me.

                                   OREALLIA
                         Hush now boys, we seem to have
                         guests and they have seemed to
                         destroyed our pets. Did you destroy
                         our pets?

                                   KALA
                         I'm sorry but the were trying to
                         kill us. 

                                   KRYSTO
                         Well maybe you weren't off stomping
                         all over other people houses you
                         wouldn't have to worry about
                         getting killed. 

                                   AVANYX
                         Now would you?

                                   LYSANDER
                         No, we wouldn't sir.

                                   AVANYX
                         No, you wouldn't. So now what?

                                   LYSANDER
                         I am not sure.

                                   KRYSTO
                         So you come up in here. Bussing up
                         our little babies and don't know
                         what's up?

                                   OREALLIA
                         Why don't we start with why you are
                         here. Shall we? Hmmm?

                                   KALA
                         We have to pass through this place
                         on the way to the Eru Village. 

                                   OREALLIA
                         Why would you want to go there?
                         They are a real drag. 

                                   AVANYX
                         And not worth destroying the
                         Tromules over. 

                                   OREALLIA
                         Well we can fix the Tromules.

                                   KRYSTO
                         Don't tell them that. 

                                   OREALLIA
                         Why not?

                                   KRYSTO
                         Now what reason do we have to kill
                         them?

                                   OREALLIA
                         Why do we need a reason? 

                                   KRYSTO
                         Oh right. OK. Let's kill them then
                         make more. 

                                   AVANYX
                         Why don't we make more then have
                         them kill them?

                                   KRYSTO
                         Oh splendid. 

                                   KALA
                         No, why don't we not do any killing
                         or making?

                                   KRYSTO
                         You are feisty. 

                                   KALA
                         Thank you. We really just want to
                         leave this place and let you
                         continue what it is that you do but
                         we seem to have offended you. What
                         can we do to remedy this. 

                                   AVANYX
                         Maybe we can kill him. 

                                   KALA
                         No. No killing. What's with the
                         killing? How many people even come
                         in here. Why would you want to kill
                         us?

                                   LYSANDER
                         I am sure we can come to an
                         arrangement. 

                                   OREALLIA
                         Oh I know. 

               Lysander and Kala's faces don't seem happy. 

                                                                CUT TO:



               INT. DARK WORLD - NIGHT

               Lysander is in a light shining out of Oreallia. He is rubbing
               his wings together and playing them with his soften thorns.
               Music is reverberating through the caverns. The fops
               pantomime crying.

                                   KRYSTO
                         Have you ever heard anything so
                         beautiful?

                                   AVANYX
                         Never in all my years.

               Kala is standing in front of Lysander and Avanyx points a
               light on to her. 

                                   AVANYX (CONT'D)
                         You too.

               Kala awkwardly clears her throat then begins to sing an old
               Shaza lullaby. 

                                   KALA
                         Sleep don't fear... the root's not
                         near. Our children sleep...
                         beneath our feet. One day these
                         babes will rise and soar and
                         clean... this land... for me once
                         more. 
               The fops are blown away.

                                   KYSTO
                         Excellent! So wonderful. 

                                   OREALLIA
                         Your voice is like crystal.

                                   KYSTO
                         Go, go before I keep you. For real
                         take the servants tunnels. 

                                   KALA
                         Thank you. 

                                   OREALLIA
                         Please come back one day.

                                   KRYSTO
                         Why would you tell them that. Look
                         at the mess they made. Just look. 

               Kala and Lysander walk off as the fops are arguing among
               themselves. 
               Kala and Lysander go into tunnels that the diamond fops use
               to send the Tromules to the surface. 

                                   KALA
                         I feel air coming from up there.

                                   LYSANDER
                         Well after you. 

               They climb up. After climbing awhile they hear a rumbling. 

                                   KALA
                         What are you doing?

                                   LYSANDER
                         I am not it's coming from behind
                         me.

                                   KALA
                         Climb hurry. 

                                   LYSANDER
                         I am trying. 

               From behind them comes a sea of the Tromules tar seeping up
               the tube. 

                                   KALA
                         Oh no. 

               The two are engulfed in a wave of tar. Lysander reaches out
               and grabs on to Kala as the two are pushed through the
               tunnel.

                                                         FADE TO BLACK.



               EXT. ERU VILLAGE - DAY

               They shoot out of a shallow tar pit on the edge of the Eru
               village but are sucked back into the pit. Lysander and Kala
               are stuck and can not get out of the pit. 

                                   LYSANDER
                         Kala! Kala wake up!

                                   KALA
                         Where are we?

                                   LYSANDER
                         You are sinking. Wake up.

                                   KALA
                         Wake yourself up. You are sinking
                         faster than me. Can you take off
                         your armor. 

                                   LYSANDER
                         No, I'm too tense. 

                                   KALA
                         Oh no.

                                   LYSANDER
                         What?

                                   KALA
                         Thornroot.

               They then see thornroot crawling to them. 

                                   LYSANDER
                         I can't move Kala. 

                                   KALA
                         Neither can I.

               Helpless to defend themselves they fear the worst. The
               thornroot surrounds them and begin to cover their bodies.
               They are completely engulfed when they begins to pull them
               out of the tar. 

               Sitting on a branch of thorn root is Salin, a thornroot Eru
               hybrid. Her body is human but her hair is green thornroot
               that moves above her head. In front of her is Rianki- Feline
               primate friend and protector of Salin. She releases them. 

                                   SALIN
                         Hello, welcome.

                                   KALA
                         Hello. 

                                   SALIN
                         Hi.

                                   LYSANDER
                         Thank you for saving us.

                                   SALIN
                         You're scary. 

                                   LYSANDER
                         Thank you anyway.

               Lysander removes his armor partially. 

                                   SALIN
                         That's better. I like your face.
                         Come. Let's go.

                                   KALA
                         OK. 
               The village is filled with humans and Thornroot hybrids.
               Everyone of adult age is a hybrid. Some children are also. 

                                   KALA (CONT'D)
                         Are you Eru?

                                   SALIN
                         Yes, are you?

                                   KALA
                         No.

                                   SALIN
                         Yes you are silly. Come on.

               They walk through marveling at the Eru playing with the
               thornroot as part of themselves and the thornroot itself. 

                                   KALA
                         How is this possible?

               An older woman, with long, grey roots that grow from her
               hair, uses them to carry herself to Lysander and Kala. 

                                   LIASENDA
                         Thank you for coming. I am
                         Liasenda. We will be starting
                         shortly. 

                                   KALA
                         Starting what?

                                   LIASENDA
                         You're training of course. You do
                         not have a lot of time to fix
                         everything. Everything is a lot to
                         fix. Follow me. 

                                   LYSANDER
                         What will we be learning?

                                   LIASENDA
                         How to become one with the Thorn
                         root. Why have you traveled all
                         this way? You should know why you
                         are here. 

                                   LYSANDER
                         We found there was a lot more to
                         learn besides that. 

                                   LIASENDA
                         Oh that was extra. Forget about
                         that now. You two will sleep here.
                         Bathe there and eat when we do. Sit
                         here for now. See you tomorrow. 

               Liasenda leaves them alone in a brush. 

                                   LYSANDER
                         What should be do?

                                   KALA
                         Sit I guess. 

               Tresh, a male eru comes over to them. 

                                   TRESH
                         So you are them.

                                   KALA
                         I'm sorry but you have more
                         information than we do. 

                                   TRESH
                         You two will change the world. 

                                   KALA
                         That's what we hear. 

                                   TRESH
                         It's time. 

                                   LYSANDER
                         Already. 

                                   TRESH
                         Might as well start now. You aren't
                         getting any younger. Let's go see
                         Liasenda.

               They follow Tresh to a thornroot castle.

                                   TRESH (CONT'D)
                         Go inside. 

                                   KALA
                         You must be mad.

                                   TRESH
                         It's fine. Do not fear them and
                         they will not harm you. 

               They approach. 

                                   KALA
                         Are you afraid?

                                   LYSANDER
                         I think so.

                                   KALA
                         Stop it. 

                                   LYSANDER
                         I'm trying. 

                                   KALA
                         Hold my hand then...please.

               They hold hands then enter. 



               INT. THORNROOT CASTLE - DAY

               They pass the entrance as it closes behind them. Thornroots
               stroke them as they pass. 

                                   KALA
                         They are so gentle.

                                   LYSANDER
                         Hard to believe. 

                                   LIASENDA
                         Welcome travelers. Your journey and
                         your fears near their end. You can
                         not travel any further with your
                         fears. The root will eat them and
                         consume you. 

               Liasenda is standing in front of a dozen or so Eru who are
               not hybrids with the root. Lysander and Kala join them. 

                                   LIASENDA (CONT'D)
                         Today you all will shed your old
                         selves and embrace your new life.
                         Those who wish to cross over step
                         forward. 

               In front of all of them is a square filled with young
               thornroot. No one moves at first until Kala places her foot
               into the square. Instantly the thornroot dig into her. 

                                   KALA
                         Ahh. 

               She restrains herself and places her other foot in. Lysander
               and the others do the same. 

               One Eru boy is fully engulfed and ripped apart by the
               thornroot. The display causes a girl to also become scared
               and the thornroot takes her over. 

                                   LIASENDA
                         Calm yourselves. Let it enter you.
                         Let it show you what it knows. 

                                   KALA
                         Ahhhh.

               The thornroots shake Kala violently but do not overtake her.
               Instead they all retreat into her body. Suddenly her hair is
               alive and begins to raise from her scalp. The thornroot is
               replacing her hair with itself. 

               The same transformation is occurring in the surviving
               candidates except Lysander. 
               Lysander has not had a reaction but then a terrible violent
               reaction that shakes the ground and causes him to undergo a
               transformation. 

                                   KALA (CONT'D)
                         What is happening to him? 

                                   LIASENDA
                         I don't know. 
               Lysander's armor is pouring out of his body and mixing with
               and taking characteristics of the root. He develops a
               different exoskeleton. When it retreats into his skin, tatoos
               of living thorn root are on his flesh. The tatoos come alive
               and raise from his body at his will. 

                                   LYSANDER
                         What am I?

                                   KALA
                         You are Lysander. 

                                   LYSANDER
                         What have they done to me? 

                                   KALA
                         Calm down Lysander. You are ready
                         now. We are ready now. 

               Kala kisses him and the process calms down. 

                                   LYSANDER
                         I can feel the root.

                                   KALA
                         I can too. 

                                   LIASENDA
                         You are now one with the root. 

                                   LYSANDER
                         I am the root. I must go. 

                                   LIASENDA
                         Yes, it is time. 

                                   KALA
                         Where?

                                   LIASENDA
                         You must both return to your lands
                         and set forth change. Save this
                         planet. 

                                   KALA
                         Will I see you again? 

                                   LYSANDER
                         You will always see me now. 

               They close their eyes and can see themselves embracing
               through the roots eyes. They can see completely around
               themselves. 
               The roots form from the ground around their feet. The ceiling
               opens up to allow their passage. 

                                   KALA
                         I don't know if I am ready to leave
                         you. 

                                   LYSANDER
                         I am not ready to but we are ready
                         to go back. 

                                   KALA
                         Then what?

                                   LYSANDER
                         We will know. 
               The roots separate and carry each of them over the Eru
               village and into their kingdoms.   

                                                         FADE TO BLACK.
                                         ACT III



               EXT. DELPHINE DESERT - NIGHT

               Lysander is riding the root across the desserts of Delphine
               to the castle. 

                                   LYSANDER
                         Father. I have saved us. 



               INT. DARK PALACE - NIGHT

               Jarvus, the wasp guard flies vigorously towards Baracus who
               sit in Delvin's thrown. Courtessa is at his feet, bound by
               all arms. 

                                   JARVUS
                         Baracus! Lysander returns!

                                   BARACUS
                         Let that weakling come and face the
                         truth. 

                                   JARVUS
                         He rides on the thornroot!

                                   BARACUS
                         What!

                                   JARVUS
                         Lysander brings the thornroot here!

                                   BARACUS
                         How far is he?

               The door to the palace explodes. Lysander sees Courtessa
               chained and thornroot rips away from him and attacks all of
               Baracus' troop simultaneously. 

                                   LYSANDER
                         Release my sister now. 

                                   BARACUS
                         You misunderstand Lysander. 

               Lysander has the thornroot kill every guard held. 

                                   LYSANDER
                         I have given you an order Baracus. 

                                   COURTESSA
                         You have returned Lysander. 

                                   LYSANDER
                         Yes Courtessa I have. 

               Baracus releases Courtessa and Lysander recoils the
               thornroot. 

                                   COURTESSA
                         Lysander. Our father is dead. 

               Lysander looks at Baracus. 

                                   COURTESSA (CONT'D)
                         No, he did not kill him. He passed
                         naturally. 

                                   LYSANDER
                         Then you contested my thrown. 

                                   BARACUS
                         You were gone. You left our people
                         for dead! 

                                   LYSANDER
                         I brought our people salvation!

                                   BARACUS
                         Look at your salvation. 

               Lysander is in a room of death. 

                                   LYSANDER
                         How many died at your hand in my
                         absence? 

                                   BARACUS
                         Not enough. 

               Baracus throws knives at Lysander who block all but one. One
               that hits Courtessa.

                                   COURTESSA
                         I am proud of you Lysander. Protect
                         our families name. 

               Courtessa dies. Lysander explodes in rage. 

                                   LYSANDER
                         You will pay for your cowardice. 

               The ground rumbles and cracks in the palace begin. Thornroot
               fills the room from all sides. 

                                   BARACUS
                         Jarvus! Help me. 

                                   JARVUS
                         It was a pleasure to serve you sir. 

                                   BARACUS
                         Jarvus no!

               Jarvus escapes but Baracus is surrounded by thornroot. 

                                   BARACUS (CONT'D)
                         Lysander my lord. Please. Don't let
                         them kill me. Please Lysander.
                         Please! Have mercy!

                                   LYSANDER
                         I have no mercy.

               One by one the vines enter Baracus' body until they destroy
               him. 

               Lysander looks around at the chaos around him.

                                   ROMA
                         Lysander! Please Help us! The
                         children. 

                                   LYSANDER
                         I can't stop it. 

                                   ROMA
                         You must try. 



               EXT. DARK PALACE - DAY

               Lysander is starting a global chain reaction that threatens
               to destroy both planets and sends the roots into a killing
               and growing frenzy. 



               EXT. DELPHINE DESERT - DAY

               Suddenly all the roots on Delphine submerge.



               INT. DARK PALACE - NIGHT

               The roots in the castle submerge. 

                                   ROMA
                         You did it.

               Lysander is weak then overcome with pain. 

                                   LYSANDER
                         No!



               EXT. DELPHINE DESERT - DAY

               The ground shakes and roots shoot up through the ground from
               the center of the desert where Lysander first crossed into
               Aria. 

               They cross and build and climb their way to Aria. 

                                                                CUT TO:



               EXT. WARRIORS COURTYARD ARIA - DAY
               Kala walks across the courtyard with an army of warriors lead
               by Yeko and Deko and all the Shaza slaves. 



               EXT. COUNCIL HALL - DAY

               Kala flies into the council with her thornroot hair. 

                                   DELEA
                         What is the meaning of this? 

                                   KALA
                         You have twisted this council for
                         far too long. 

                                   SYMARALA
                         Please Kala this is not the way. 

                                   KALA
                         Do not tempt my hand Symarala. You
                         all stood by as they killed my
                         parents. I am the proof they
                         prophesied. The thornroot is not
                         our enemy you are Delea. 

               Kala's hair shoots towards Delea who grabs Silvi as a shield.
               Both are killed instantly. 

                                   KALA (CONT'D)
                         I will take my mother's place on
                         the council. I propose the empty
                         seat filled by a Shaza. All
                         opposed. 

               No one speaks. 

                                   KALA (CONT'D)
                         Now then let us get to the business
                         of spreading the truth to
                         Aria...Ahhhh.

               Kala falls to the floor. 

                                   SYMARALA
                         Kala, are you alright.

                                   KALA
                         No.

                                                                CUT TO:



               EXT. ARIAN DESERT - DAY

               With blinding force, the roots hit Aria causing the planet to
               shake. 



               INT. COUNCIL HALL - DAY

               Everyone in the hall is panicking. Kala is trying to raise
               herself. 

                                   DEKO
                         The earth shakes. 

                                   KALA
                         Lysander no!

               Kala's sight travels through the thornroot and can see the
               devastation on Delphine. Aria is being shaken to it's core. 

                                   KALA (CONT'D)
                         Evacuate the city to the peeks over
                         the ocean. If I fail the city is
                         lost. Go now!

                                   DEKO
                         Hurry you heard her! Everyone to
                         the peaks!

               Symarala looks back at Kala. 

                                   SYMARALA
                         Take care my child. Thank you. 

               Kala nods and then tries to compose herself and reach
               Lysander. 

                                   KALA
                         Lysander you must take control.



               INT. DARK PALACE - NIGHT

               Lysander is in the center of thornroots that are destroying
               the kingdom. 

                                   LYSANDER
                         I can not!



               INT. COUNCIL HALL - DAY

               Kala is communicating with Lysander.

                                   KALA
                         You must. Our world's are dying. 

                                   LYSANDER
                         They are too much.

                                   KALA
                         They are only one. 

                                   LYSANDER
                         I feel only rage. 

                                   KALA
                         Give me control.

               Kala's skin is drying and turning into root. She is hardening
               but the world's are calming. Kala is tapped into the roots
               and sees Lysander and eases his pain and that of the roots. 

                                   KALA (CONT'D)
                         Rest. 



               EXT. ARIAN DESERT - DAY

               The roots start to recess into the ground. 



               EXT. DELPHINE DESERT - DAY

               Across Delphine the roots are submerging. 



               EXT. SPACE - NIGHT

               The two planets, connected by thornroots are nearing
               together. 



               EXT. CLIFF - DAY

               The cliffs over the ocean are filled with Arians.

                                   OSSEEN
                         The prophecy will come true. The
                         halfling destroyed us. 

                                   SYMARALA
                         The prophecy does not call for our
                         destruction. Just the end of Aria
                         and delphine. 

                                   NATU
                         I do not understand Symarala. What
                         will be left of us?

                                   SYMARALA
                         Delpharia. 



               INT. COUNCIL HALL - DAY

               Kala is all but a wooden sculpture. The council hall is
               crumbling around Kala. 



               EXT. ARIAN CITY - DAY

               Across Aria earthquakes are destroying structures then it all
               suddenly stops. 



               EXT. SPACE - NIGHT

               The two planets are now one and the roots have submerged
               except for the Kala tree. 



               INT. COUNCIL HALL - DAY
               Lysander arrives on Aria but comes to Kala too late to do
               anything.

                                   LYSANDER
                         Kala, you saved our world's. I am
                         sorry. I failed you too. 
               His tears melts away his armor. The puddle soaks into Kala as
               roots attack Lysander. They become one solid thornroot form. 

                                                          FADE TO BLACK



               INT. COUNCIL HALL - DAY ( A YEAR LATER)

               Time passes and both Angels and Insects bring offerings to
               their fallen heros in a ceremony celebrating the unification
               of their worlds and the containment of the root. 

               Suddenly the skies fill with darkness. The crowd realizes
               that it is the Shaza village that has blocked out the sun
               with their numbers. The Shazas are followed by the village of
               the Eru who have also made the trip. The diamond fops and the
               tar people also appear. As they all stand a pay respects, the
               tree comes alive wildly. The crowd panics and backs away. 

               Slowly the roots separate and Kala and Lysander emerge as
               armored creatures of root and flesh, to take their place as
               the king and queen of Delpharia. 
                                         THE END
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