ODDKINS

Written by Craig Titley

Based on the book by Dean R. Koontz

1/5/15 FADE UP ON: AN ENGRAVED SIGN “LEBEN TOYS. Est. 1970. Isaac Bodkins, Toymaker.” The sign is attached to an IRON GATE that surrounds the property. We “Citizen Kane” DISSOLVE through the gate -- EXT. LEBEN TOYS - NIGHT -- and follow the winding tree-lined drive over an arching stone bridge to an old, secluded TUDOR STYLE BUILDING. Cozy, warm -- more home then toy company. It is completely dark inside except for a single LIGHT shining through one window -- INT. TOY WORKSHOP - NIGHT CLOSE ON the OLD WORN HANDS of a skilled craftsman. Calloused, but gentle. A little slow but still dexterous. -- The hands maneuver scissors through a piece of BROWN FABRIC, cutting it into a nearly perfect symmetrical shape. -- The forefinger and thumb grip a SEWING NEEDLE and stitch pieces of the fabric together. The THREAD seems to GLOW... a BLUISH GLOW... or is it just the light hitting it? -- the old hand reaches into a FLUFFY WHITE CLOUD OF GLISTENING STUFFING, pulls a clump free like it’s cotton candy and stuffs it into the belly of a STUFFED ANIMAL (we get only fleeting glimpses of what it will be). -- The needle stitches the belly closed and the thread seems to magically disappear. -- A drop of glue fastens a TWINKLING BLUE eye to the face. -- The final touch: a TINY BLUE SWEATER is pulled over the stuffed animal’s body. There’s a DESIGN on the front of the sweater, incorporating the ALPHA and OMEGA symbols. PULL BACK TO REVEAL a brand new, hand-crafted TEDDY BEAR in the hands of -- ISAAC BODKINS, the Toymaker. Eccentric, grandfatherly. His hair is unkempt and white. He examines his newest creation through THICK TORTOISE SHELL GLASSES. His eyes are wise, but tired. ISAAC Not such a bad piece of work from an old pair of hands. 2.

He stands the bear on his SOLID OAK WORKBENCH, studies it like he’s trying to decipher a complex piece of art. ISAAC You’re going to be a special bear, so you deserve a very special name. Isaac ponders what that name could be. He leans down, almost face-to-face with the stuffed bear. ISAAC I shall call you... Amos. Isaac doesn’t say the name so much as breathe it into the bear. Then something miraculous happens. The bear blinks! He opens his mouth and takes a deep breath like a newborn infant. He looks up at Isaac, smiles. AMOS Aaaa...mos. ISAAC Hello, Amos. I’m your Uncle Isaac. And these -- Isaac turns and motions to REVEAL a gathering of ODDKINS -- stuffed animals of various types, all hand-made by Isaac and all of them very much alive: Dogs, Cats, Bears, Frogs, Squirrels, Penguins, Lions, Turtles, Giraffes... ISAAC -- are the Oddkins. The Oddkins hop onto the workbench to greet Amos and welcome him to the family. Among them: BUTTERSCOTCH, the Golden Retriever; BURL, the elephant -- wearing pants, suspenders and a vest; PATCH, a black cat with green eyes dressed like a ninja; and SKIPPY the Rabbit -- bit of attitude, wearing baggy pants and a hoodie. CUT TO: INT. LEBEN TOYS - ODDKINS’ BEDROOM - NIGHT Slanted ceiling. Dozens of beds of various shapes and sizes. The Oddkins climb into them (each Oddkin has his/her own unique headboard sign) while Butterscotch makes the rounds, pulling the covers over some of the smaller Oddkins. Uncle Isaac, stooped over so he doesn’t hit the low ceiling, hangs an “AMOS” sign on the headboard of Amos’s new bed. 3.

ISAAC This is where you will sleep. Here with all your brothers and sisters. AMOS It’s the best bed I’ve ever had. SKIPPY It’s the only bed you’ve ever had! Amos climbs up onto the bed, gets under the covers. ISAAC Sleep tight, Amos. Good night, everyone. I love you all. ODDKINS Good night, Uncle Isaac. Isaac turns out the lights, closes the door behind him. The Oddkins start saying “Goodnights” to each other. All at once. Skippy wraps his ears wrap around his head, annoyed. SKIPPY Every. Single. Night. For once, can we just go to sleep!? As if on cue, they all say -- ODDKINS Goodnight, Skippy! Skippy pulls the covers over this head. And then -- ODDKINS Goodnight, Amos. Amos smiles, content, then closes his eyes and goes to sleep. INT. LEBEN TOYS - STUDY - NIGHT A study/library in the conical turret room. Lit by a FIRE in a FIREPLACE. The walls are filled with shelves of leather- bound BOOKS. Some wise, old Oddkin-sized creature (GIBBONS) is sitting in one of the PLUSH LEATHER CHAIRS, reading. His appearance is concealed in shadows. Isaac enters. ISAAC You’re still up? GIBBONS Did you tell them? 4.

ISAAC In time, my friend. GIBBONS Time is something we may be running out of. Isaac sits in a chair next to Gibbons. ISAAC Time. Where does it all go? Seems like only yesterday that I stitched together my very first Oddkin. GIBBONS I remember it well. But all things must come to an end, and I’d rather it end without a fight this time. ISAAC You worry too much. GIBBONS And you worry too little. ISAAC That’s why we make a good team. Gibbons CHUCKLES. We catch a brief glimpse of what appears to be a CLAWED HAND as he grabs a WALKING STICK. GIBBONS Perhaps you’re right. He stirs the logs in the fireplace. A SINGLE EMBER flies out like a firefly. It dances in the air then falls through a VENT in the floor. GIBBONS Perhaps. We follow the ember -- DOWN, DOWN, DOWN through the venting shafts until it finally reaches -- INT. SECRET SUBCELLAR - NIGHT A COBWEB filled deep, dark cellar cloaked in gloom and dust. The tiny EMBER provides the only light as it lands on a BLACK CRATE locked with CHAINS and covered with COBWEBS. The words “CHARON TOYS” are stenciled on top. 5.

The CRATE shakes briefly of its own accord. Like something is alive inside... and trying to get out. The ember fades away and everything is covered in DARKNESS once again. INT. LEBEN TOYS - MORNING Butterscotch leads Amos through the estate, passing first through the large FACTORY ROOM where Rube-Goldbergian MACHINES -- more fantastical and Steampunkish then industrial -- create SPOOLS OF THREAD... BUTTON EYES... STUFFING... Oddkins of all kinds -- like elves in Santa’s workshop -- operate the machines and sort the output. They make the work look fun: swinging on ropes... running on spools of thread... stage diving into stuffing... BUTTERSCOTCH Uncle Isaac made all these machines by hand... just like he makes all of us by hand. We take turns helping out until our special day. AMOS What day is that? INT. LEBEN TOYS “HALL OF ODDKINS” - DAY Butterscotch and Amos are now in a long hallway lined with PICTURES of smiling, happy CHILDREN holding their ODDKINS. BUTTERSCOTCH One day, you’ll be put on display in a toy store and sold as a gift for a very special child who’ll desperately need a friend. Amos studies the photos. They seems to come alive -- both the child and the Oddkin. BUTTERSCOTCH A little boy or girl who has to face enormous problems... or live through a terrible sorrow. Perhaps a child whose parents mistreat them... or one who will fall ill and need tremendous courage. Butterscotch stands beside Amos, admiring the photos. BUTTERSCOTCH Your job is to be there to offer comfort and love... 6.

Amos stares at a photo of a LITTLE GIRL with a small TEDDY BEAR. She holds a toy stethoscope to his chest. BUTTERSCOTCH ... because with your help this special child can overcome her challenges and perhaps one day become a doctor who saves lives... The little girl in the photo MORPHS into an adult -- a reassuring doctor listening to the heartbeat of a real boy. BUTTERSCOTCH ... or a diplomat who negotiates peace, or a teacher... As Amos looks around, all the photos now depict kind, generous adults helping to make the world a better place. AMOS That’s a big responsibility. BUTTERSCOTCH That’s the reason we’re here. It’s why we were made. INT. LEBEN TOYS - COMMON AREA - DAY A large, bright room where the Oddkins come to relax and play. Some are sitting in chairs reading books. Others are more mischievous. SCAMP THE MONKEY sneaks up behind a group of MONKEYS and ties their tails together. Amos watches with a big smile as Butterscotch leads him through the room. BUTTERSCOTCH As an Oddkin, you must conceal yourself from everyone except your own special child. When you’re alone with them you can be yourself, but for the rest of the world you must pretend to be an ordinary stuffed animal. AMOS Like this? Amos freezes on the spot until -- BURL Coming through! No brakes! -- Burl rockets through the room, out of control on a life- size SKATEBOARD. Amos unfreezes and watches as: 7.

The Monkeys try to flee but don’t make it far because of their tied tails. PATCH THE NINJA CAT swings down out of nowhere, grabs them and drop them safely out of the way -- Amos watches, impressed, then sees Burl just about to run him over... when Patch leaps through the air and pushes Amos out of the way in the nick of time. Amos looks at him in awe. PATCH You’re welcome. CRASH! Burl runs into a wall and falls on his butt. BUTTERSCOTCH Burl, you’re a regular menace sometimes. What were you thinking? BURL To quote the great Rupert Toon: (reciting, melodramatic) “When your footsies have been overused,/Walked on, run on, and totally abused,/When you’re sore from toesies to heels,/Better trade in your shoes for wheels.” PATCH Toon is a lousy poet. You should never take his advice. BURL Don’t listen to him, Amos. Toon is the greatest Oddkin poet who ever lived. I bet Patch hasn’t even read one, have you -- ? -- but Patch is long gone. As if he vanished into thin air. EXT. LEBEN TOYS - FRONT GATE - DAY A CAR stops at the front gate. INT. CAR/EXT. FRONT GATE - DAY COLLEEN SHANNON, early 30’s, is in the driver’s seat of her old drive-it-until-it-dies car. She’s an adorable frumpy klutz who always looks like she’s running an hour late even if she’s an hour early. A SECURITY CAMERA monitors her as she rolls down her window and presses an INTERCOM BUTTON... 8.

INT. LEBEN TOYS - UNCLE ISAAC’S WORKSHOP - DAY Uncle Isaac sees Colleen on a FUZZY B&W MONITOR. He presses a button to open the gate and then presses another button that plays the “ODDKINS THEME SONG” throughout the estate. INT. LEBEN TOYS - FACTORY ROOM - DAY The machines grind to a halt. The Oddkins stop everything when they hear the song. They BOLT out of the room... INT. LEBEN TOYS - COMMON AREA The Oddkins hear the song and run out of the room like a stampeding herd. AMOS What’s going on? BURL Someone’s coming to pick us for their store. This could be your lucky day! Burl runs after all the other Oddkins. Amos follows him. INT. LEBEN TOYS - SHOWROOM - DAY The showroom is at the front of the house and is filled with empty shelves and a long COUNTER at one end with an old fashioned CASH REGISTER sitting on top. Oddkins charge into the room and fill the shelves, all becoming “lifeless” toys. Amos and Burl run into SKIPPY. BURL Hey, Skippy. You remember Amos. SKIPPY What kind of name is Amos? Sounds like “a mess.” Or... what happens when you take the fame out of famous. Then all you’re left with is a mess called Amos. Skippy laughs at his own joke. SKIPPY Get it? A mess? Amos. BURL Skippy thinks he’s a comedian. 9.

SKIPPY I am a comedian, Hose Nose! And when I get outta this joint, the whole world’s gonna know. Skippy pushes Oddkins aside to get a spot front and center. SKIPPY Outta my way! I need prime real estate. Burl and Amos start to climb the shelves as Isaac enters. ISAAC Take your places. Look your best. Amos starts to climb onto a shelf when Isaac grabs him. ISAAC Not you, Amos. All the other Oddkins look stunned. This has never happened before. Amos looks confused. Maybe a little embarrassed. ISAAC Go wait in my workshop. Isaac holds the door open to the workshop. Amos -- like a doomed gladiator -- takes one last look up at all the Oddkins perched on the shelves and then disappears into the workshop. Isaac shuts the workshop door just as Colleen enters, pulling a RED WAGON with WOODEN SIDEBOARDS. “WONDERSMITH TOYS” is painted on the side. ISAAC Colleen. What a pleasant surprise. He gives her a grandfatherly hug. COLLEEN How are you, Isaac? You look great. ISAAC As good as an old antique can look I suppose. How are things at Wondersmith Toys? COLLEEN Good. Things are -- She bumps a display and several Oddkins tumble to the floor. 10.

COLLEEN I’m so sorry. I’m such a klutz. ISAAC Nonsense. It’s my fault. Barely enough room to walk in here. Isaac helps her put the Oddkins back on the display shelf. COLLEEN Actually... things are not so good. One of those new hi-tech toy stores just opened across the street. Virtual this, virtual that... Battery-Powered, Computer-Chipped, Touch-Screen Childhoods For Sale. She holds up the last of the tumbled Oddkins. A cute bear. COLLEEN Sometimes I’m afraid kids will forget what it’s like to have a real toy they can squeeze and snuggle and never have to upgrade. ISAAC Children will always be children. They’ll always need their special friends. As he says this, we see a hand painted “ODDKiNs” sign on one of the walls. WE PUSH INTO the dot above the “i” and see an EYE looking out... INT. TOY WORKSHOP - SAME Amos is standing on top of a TOY CABINET, peeking out of the hole, feeling left out. INT. SHOWROOM - SAME Colleen walks around, examining all the Oddkins. COLLEEN All these years, and you never made any two alike. ISAAC Every Oddkin must be special. Just like children. How many are you looking for? 11.

COLLEEN Things have been slow. So... maybe a dozen? Definitely this cutie. She hands him the cute bear she was holding and continues to scan the shelves. COLLEEN And that lion... the giraffe... a couple of those puppies -- She stops in front of Skippy, seems to look right at him. COLLEEN -- and this charming little guy. She reaches out and grabs a cute PENGUIN right behind Skippy. As she turns away, we see Skippy’s ears and expression droop. MOMENTS LATER Colleen places her Oddkins into the red wagon as Isaac writes up a receipt. ISAAC It’s your lucky day. We’re having a special. Buy ten, get two free. COLLEEN You say that every time. ISAAC Only to my favorite customer. I’ll put these on your account. COLLEEN Let me pay you this time. She starts to dig into her purse. BANG! BANG! BANG! Colleen looks up, sees Isaac banging on the cash register. ISAAC Blasted old thing won’t open again. You’ll have to pay me next time. Sorry for the inconvenience. Colleen knows what he’s doing, smiles appreciatively. COLLEEN Fine. But next time, I’m paying for everything and I’m buying you dinner. 12.

As Colleen pulls the wagon toward the door, a man enters. Meet: VICTOR BODKINS, Isaac’s nephew. 35 going on 60, all business, wearing a slightly ill-fitting suit. COLLEEN VICTOR Hi, Victor. Ms. Shannon. VICTOR Let me get the door for you. It becomes an awkward dance as Victor tries to maneuver around her to hold the door and she tries to get past him. VICTOR Looks like you’ve got a full load. COLLEEN It’s a good thing this is all that fits. Sometimes I think your uncle would let me walk out of here with every Oddkin in the place. VICTOR I’m sure he would. Victor watches her leave, a little spellbound and smitten. ISAAC What a lovely young lady. She’s single, you know. Victor snaps out of his trance and is right back to business. He grabs the receipt out of Isaac’s hand, examines it. VICTOR You charged her for ten, but I counted twelve. And you put them all on her account. Which is long overdue. ISAAC She’s good for it. She’s just going through a tough spot. VICTOR So are we, Uncle Isaac. We’re running a business, not a charity. ISAAC It’s my company. 13.

VICTOR Yes, but I’m the one who keeps the books and if you don’t want to lose everything, you need to stop giving away all your toys. ISAAC Everything will work out, Victor. Have a little faith. VICTOR Faith doesn’t pay the bills. It’s really bad, Uncle Isaac. And it doesn’t help that you never answer your phone. Every time I need to talk to you I have to drive all the way out here. ISAAC It does you good to get away from the city once in while -- VICTOR It’s a waste of my time. So from now on this is how we communicate. Email, text, IM -- He hands Isaac a SMARTPHONE. ISAAC What is it? VICTOR A smartphone. I need you to be reachable at all times. Isaac examines the phone, tosses it on his counter. ISAAC I’ll take a smart head over a smart phone any day. Isaac disappears into his workshop. Victor looks exasperated. Amos’s eyeball (in the “i” of the OddKiNs) follows Victor into -- INT. TOY WORKSHOP - DAY Amos turns from the peephole and watches as Victor enters. VICTOR We need to talk, Uncle Isaac. We have some tough decisions to make. 14.

ISAAC Like what? VICTOR You need to consider selling this place. The property alone -- ISAAC Out! VICTOR Uncle Isaac, please. You’re deep in debt and there’s more money going out the door then coming in. You can’t keep ignoring -- ISAAC Out! Out! Leben Toys is not for sale. Not now, not ever! Victor gives his Uncle one last concerned look. VICTOR How can someone live all these years and never grow up? ISAAC How can someone live so few and think they have all the answers? Victor leaves in frustration. Isaac watches sadly... then finally notices Amos at his lookout spot. ISAAC Amos. Come down here, my friend. It’s time we had a talk. INT. SHOWROOM - DAY As soon as Victor leaves, the “lifeless” Oddkins spring to life. Skippy hops down onto the counter. SKIPPY She was looking right at me. I really thought I was outta here. BURL Next time, Skippy. BUTTERSCOTCH C’mon, everybody. Let’s go say a cheer for the Oddkins who were chosen today... and remember that we’ll all have our day too. 15.

The Oddkins leap off the shelves. Skippy lags behind, grabs Isaac’s new smartphone and tucks it under his arm. SKIPPY Sooner then you think. INT. TOY WORKSHOP - DAY Uncle Isaac makes a cup of tea, sits at his oak desk. Amos sits across from him, basking in the red-yellow-blue-green light from a stained glass lamp. ISAAC I suppose you’re wondering why I kept you apart from all the others. AMOS No... yes... Is it because I’m new? ISAAC It’s because you’re not for sale. You were made for a very special purpose, Amos. I want to show you something. Isaac walks over to a cabinet, removes an OLD FRAMED PHOTO of a little boy with his teddy bear, shows it to Amos. ISAAC See that little boy? That’s me if you can believe it. And that’s my very first teddy bear. He was a gift from my mother, given to me when I was very very sick. His name was Amos. AMOS That’s my name! ISAAC That’s right. That ol’ bear was the reason I got better... and he’s the reason I wanted to be a toymaker. So I thought it only fitting that the last Oddkin I made should have the same name. AMOS I’m the last Oddkin? ISAAC These old hands don’t work quite as easily as they used to. My eyes don’t see so well either. (MORE) 16. ISAAC (CONT'D) It’s time for me to call it a day, Amos. Which is why I need you. (beat) Do you know what magic is? Amos gives him a puzzled look, shakes his head. Isaac picks up a piece of paper, starts folding it as he speaks... ISAAC Magic is what makes the unbelievable and the unthinkable... real. The folded paper is now an ORIGAMI BIRD. Isaac gently blows on it. For a brief second we see a slight blue glow on the bird and then it comes alive and flies around the room. Amos watches in awe. ISAAC There’s a special kind of magic called Toymaker Magic. It’s what gives life to the Oddkins. I inherited it from the Toymaker before me and, should anything happen to me, it will be your job to pass it on to the next Toymaker. When the time comes you will be the first to know, but after I’m gone -- AMOS Where are you going? Can I come? ISAAC I’m afraid not. I’m not well, Amos, and where I have to go is beyond this life. The mood begins to change, becoming more serious. ISAAC When I’m gone there will be a time of flux before the next Toymaker takes full control of the Magic. In that time there may be trouble. AMOS What kind of trouble? ISAAC You’ll know it when it comes. And when it does, you must be a leader for all the Oddkins. 17.

AMOS Me? A leader? I was only born yesterday. Isaac points to the symbols on Amos’s sweater. ISAAC Do you know what this means? It means Alpha and Omega. The first and the last. That’s you, Amos. Amos looks down at his sweater. ISAAC You will be the first to confront trouble and the last to turn away. The first in courage and the last to be afraid. AMOS You’re sure you’ve got the right bear? ISAAC It doesn’t matter if I’m sure. What matters is that you are. Off Amos’s look -- INT. ODDKINS’ BEDROOM - NIGHT A STORM rumbles outside. All the Oddkins are sleeping (some SNORING) right through it. All except Amos. He’s wide awake, scared and shaking. AMOS First in courage, last to be afraid; first in courage -- SHADOWS from a tree outside look like SINISTER FINGERS crawling across the ceiling. Amos quietly gets out of bed and walks to the window to see what’s causing the shadows. AMOS -- last to be afraid. THUNDER BOOMS and a tree branch SCRAPES against the window. Amos almost loses his stuffing. INT. ISAAC’S BEDROOM - NIGHT Amos runs into Isaac’s bedroom. 18.

AMOS Uncle Isaac! You need a new bear! I can’t do it! He climbs onto the bed, stands beside Uncle Isaac. AMOS I’m not a leader, I’m not fearless. Uncle Isaac doesn’t stir. Amos gives him a little poke. AMOS Uncle Isaac? Amos looks right into Uncle Isaac’s lifeless face. AMOS Why won’t you wake up? GIBBONS (O.S.) Because he is no longer with us. Amos turns and see the SILHOUETTE of Gibbons in the doorway. (It’s still all we see of this mysterious creature.) GIBBONS He has passed on to the life beyond this one. There’s nothing you can do for him. Go back to your room. LIGHTNING FLASHES. Momentarily blinding Amos. When he can see again, Gibbons is gone. EXT. LEBEN TOYS - DAY RED and BLUE LIGHTS swirl in the air as PARAMEDICS wheel Uncle Isaac’s body out on a stretcher. Victor, devastated, stands by the AMBULANCE as the body is loaded into the back. INT. ODDKINS’ BEDROOM - SAME The Oddkins are gathered at the window, bathed in the red/blue glow of flashing lights outside, watching as the ambulance drives off taking Uncle Isaac away forever. Their ears droop, and they make soft sounds of grief. BURL I can’t believe he’s really gone. BUTTERSCOTCH We never even got to say goodbye. Down below: Victor watches until the ambulance is out of sight and then glances up at the Oddkins’ bedroom window. 19.

The Oddkins quickly duck down out of sight. Did he see something move? INT. ODDKINS’ BEDROOM - DAY Victor enters. The Oddkins are in their beds, lifeless. Victor can’t help but smile. He picks up Butterscotch, looks around the room at the other Oddkins. VICTOR Stubborn old man. You refused to grow up to the very end. A tear rolls down his cheek. He gently places Butterscotch back in his bed and walks out of the room. He closes the door... and the Oddkins come back to life. AMOS Why were his eye leaking? BUTTERSCOTCH He was sad, Amos. Those are called tears. AMOS I’m sad. Where are my tears? SKIPPY Don’t you know nuthin’ yet? Oddkins can’t cry. BUTTERSCOTCH But you can still be sad, Amos. It’s okay. INT. LEBEN TOYS - TOWER - DAY Gibbons -- still hidden in shadows -- looks at the cover of an old leather-bound book called “THE TOYMAKER CHRONICLES.” His CLAW-LIKE HAND opens it, flips through the ancient yellowed pages. The early pages are filled with ornate hand- scribed words and detailed hand-drawn pictures. The later pages contain more modern handwriting and photographs. Gibbons stops on a B&W PHOTO of a much younger Isaac Bodkins standing proudly in front of the Leben Toy building, next to a real estate sign that says, “SOLD.” GIBBONS Farewell, my friend. I hope we’re not too late. 20.

INT. SECRET SUBCELLAR - SAME Pitch black. Until a single dangling LIGHT BULB suddenly turns on by itself. The Charon Toys crate SHAKES violently until -- SCHTING! -- a STILETTO BLADE breaks through the lid... again and again until the lid SHATTERS and -- -- a sinister MARIONETTE wearing a tattered TUXEDO and TOP HAT crawls out of the box holding his CANE with the blade protruding from the end. Meet REX. No strings attached. He wipes away the DUST and COBWEBS clinging to his clothes then POPS his joints like he’s just come out of a long slumber. REX Alive. At last, alive again. Which can only mean one thing -- A twisted grin spreads across his face. REX -- Isaac Bodkins is no more! INT. LEBEN TOYS - COMMON AREA - DAY The Oddkins are all gathered together, sad and confused about their future, all talking at once. DALMATION What are we supposed to do now? FROG I say we never leave this pond. SKIPPY Or we leave and never come back. BUTTERSCOTCH That’s not why we were made. SKIPPY The man who made us isn’t here anymore. That changes everything. Amos watches the back and forth and then finally interjects. AMOS I don’t think so. Everyone stops and stares at Amos. AMOS Last night before he went away... Uncle Isaac gave me a mission. 21.

SKIPPY He gave you a mission? Now that’s funny. BUTTERSCOTCH What did he tell you, Amos? AMOS He said if anything happened to him I have to give the Toymaker Magic to the new Toymaker. FROG New Toymaker? SCAMP Who is it? AMOS He didn’t say. SKIPPY And you didn’t think to ask!? Amos looks embarrassed. He’s already feeling like a failure. AMOS He said he inherited the Magic from another Toymaker and I had to pass it on to the next one. BUTTERSCOTCH It must be Victor. He’s Uncle Isaac’s only relative. SKIPPY Victor wouldn’t know a toy if it bit him in the butt, and believe me I’ve tried. BUTTERSCOTCH Is that who it is, Amos? Is it Victor? Amos looks at everyone. They’re waiting for an answer. AMOS Yes. Victor. That’s who it is. BURL How do you give someone magic? What’s it even look like? 22.

AMOS Well it’s kinda like... and then it’s... and, uh... he didn’t tell me that either. SKIPPY Maybe he didn’t tell you because you’re making this whole thing up! Why would he tell you anything? He didn’t even think you were good enough to sell! Ouch. Hitting below the belt. GIBBONS (O.S.) He’s telling the truth. Everyone turns to see: GIBBONS. Revealed in all his glory for the very first time. He’s a stuffed creature of some sort, but he doesn’t look like any animal we can recognize. He has a long snout and white hair. His hands are claw-like. But he’s dressed like a Victorian scholar. A pair of reading SPECTACLES rest at the end of his snout. He’s not exactly scary, but also not something you want to cuddle. The Oddkins reverently murmur “GIBBONS” as he hobbles toward them with his walking stick. CLICK-THUD, CLICK-THUD. GIBBONS Amos must present this to the new Toymaker -- He reaches into his vest, pulls out an ORNATE KEY on a chain. GIBBONS The key to the Toymaker Magic. Everyone stares in awe as Gibbons walks right up to Amos. GIBBONS Allow me to formally introduce myself. My name is Gibbons. Your Uncle Isaac and I were very old friends. I guess you could say I was his own personal Oddkin. Gibbons places the key around Amos’s neck. GIBBONS I’ve been holding on to this until you came along. (MORE) 23. GIBBONS (CONT'D) Now it’s up to you to make sure it ends up where it belongs. All eyes are on Amos now. Skippy slaps him on the back. SKIPPY Good luck with that, Amos. Skippy starts to walk away. Other Oddkins wish Amos “GOOD LUCK” and start to walk away as well until -- GIBBONS Get back here! All of you! When Gibbons speaks, the other Oddkins listen. GIBBONS Amos has been chosen to lead us, but he will need our help. The journey is a long one and full of peril. Who has the stuffing to join us? The Oddkins look at each other. No takers until -- PATCH (O.S.) To survive the night, you must become the night. Out of nowhere, PATCH the ninja cat drops into the scene. PATCH I will join you. Several ODDKIN LADY CATS bat their eyes at him. Patch winks at them. Burl steps forward next. BURL Rupert Toon once wrote -- “In times of peril, you don’t need a sparrow/But a pair of tusks will do just fine-o/If you find yourself face to face with a rhino. PATCH What does that even mean? GIBBONS Anyone else? BUTTERSCOTCH Somebody’s going to have to look after all you brave adventurers. 24.

Butterscotch joins Amos, Gibbons, Burl and Patch. GIBBONS Very well then. We’ll leave at once. With any luck we’ll be in the city before sunrise. Skippy’s ears perk up when he hears the word “city.” He watches ponderously as Amos and the others walk toward the FRONT DOOR. The remaining Oddkins gather to see them off. AMOS Goodbye. Don’t worry about a thing. Nothing’s going to stop us. PATCH Except this door. Oops. No one thought of that. Amos puts his hands on his hips and ponders the situation. Gibbons bangs on the door with his walking stick. BURL Step aside. I’ve got this. Burl takes a breath then CHARGES for the door. A rampaging elephant. He gets closer and closer and closer and -- SMACK! -- hits the door and falls to the ground, eyes crossed. Scamp turns to Skippy. SCAMP They’re all going to die. Skippy has something on his mind. Or up his sleeve. INT. ODDKINS’ BEDROOM - DAY Amos and his team stand on the inside window ledge, looking down. A COOL BREEZE BLOWS in. They cower in fear. From their tiny POV it looks like they are thirty stories up. A ROPE made of bedsheets dangles down, but doesn’t quite reach the ground. SKIPPY (O.S.) You might want to know where you’re going before you take that leap. They all turn to see Skippy. SKIPPY Just sayin’. 25.

MOMENTS LATER Amos, Gibbons, Burl, Patch, Butterscotch, and Skippy are in a huddle looking down at some unseen GLOWING OBJECT. AMOS Is it magic? GIBBONS Magic doesn’t require an adaptor. REVEAL what they are looking at: the SMARTPHONE. Skippy presses buttons with his foot, opens the MAPS AP. SKIPPY Victor’s address was already programmed in. Press a couple of buttons and -- presto! A BLUE LINE appears on the map connecting their BLUE DOT to Victor’s RED DOT in the city. The Oddkins are impressed. SKIPPY All we have to do is follow the blue brick road. GIBBONS We? SKIPPY That’s right. I’m going with you. Not that I want to, but someone’s got to keep you on the right track. GIBBONS Very well. Then six it shall be. SKIPPY Burl, you mind if I strap this to your back? BURL Sure. Elephants are good at carrying things. In some places we carry princes and princesses and -- Skippy attaches the CLIP-ON SMARTPHONE CASE to the back of Burl’s vest like it’s a backpack, the screen facing out. Burl’s knees buckle. BURL -- wow, that’s got some bulk to it. They all approach the window, looking out nervously. 26.

GIBBONS Who’s first? Amos contemplates going but Skippy pushes him aside. SKIPPY Step aside, fearless leader. You snooze, you lose. Skippy grabs the rope and leaps out the window -- EXT. LEBEN TOYS - DAY Skippy shimmies down the rope. The others follow one by one. Skippy reaches the end, but it’s still a long drop down. He looks down, then looks up just as Burl climbs out the window. SKIPPY We’re gonna need more -- Burl rockets down the rope, out of control, hitting everyone on his way down. They all plough into Skippy at the end and then they all fall to the ground in one big Oddkin pile. Skippy pokes his head up, dazed. SKIPPY -- rope. MOMENTS LATER -- The Oddkins are back on their feet and looking out at the big new world ahead of them. Skippy sniffs the air, savors it. SKIPPY So this is what it’s like on the outside. GIBBONS There’s no time to waste. If that key falls into the wrong hands -- (he shudders) -- I dare not even think about it. Gibbons starts walking, leaving Amos and the others to exchange concerned looks. AMOS What wrong hands? INT. SECRET SUBCELLAR - SAME Rex stands in the middle of the floor, surrounded by several more locked and chained “CHARON TOYS” crates. 27.

He leans his ear against one, TAPS his cane against it. Something inside responds, KNOCKS back. Rex smiles. REX I’d know that knock anywhere. Come on out and play you tin-head. The crate SHATTERS and an EVIL ROBOT (”GEAR”) marches out. He is made of black metal (slightly rust-covered), has fierce yellow eyes, and a steam shovel jaw. GEAR Smash! Rip! Destroy! REX You took the words right out of my mouth. Welcome back, Gear. It’s time to free the others. Gear marches to another crate and SMASHES his fists through the side. A demented Jack-in-the-Box (”JACK WEASEL”) rolls out. His red box is on wheels with razor-sharp rims. His body is accordion-like, supporting a wicked CLOWN HEAD with sharp yellow teeth. REX You’ve been sprung, Jack Weasel! How would you like to squeeze the stuffing out of some soft-bellied Oddkins? JACK WEASEL With pleasure, my master. Gear SMASHES another crate and a large wooden BUMBLE BEE with a wicked sharp stinger FLIES OUT. His body is that of a bee, but his face is that of an evil man with glowing RED EYES. REX Fly again, Stinger! You will be my eyes in the sky, seeking Oddkins near and far. Stinger BUZZES around, circling in the air. REX And last, but not least -- Rex leaps onto the final crate and uses his blade to pick the big PADLOCK. He unlocks it and as the chains fall away, the lid EXPLODES into the air and a female MARIONETTE leaps out. 28.

This is LIZZIE. Dressed like a flapper from the Roaring Twenties -- red dress with a short hemline and a red hat with a blue feather. Her cheeks are brightly rouged and she has mean, cold eyes. She carries a long black cigarette holder with a RED HOT tip. She sidles up next to Rex, flirty. LIZZIE Hello, Rexy. Nice to see you again. REX Hello, my dear Lizzie. You look dashing as always. It’s been way too long. LIZZIE Tell me about it. Rex then addresses the group of EVIL TOYS. REX Bodkins is dead! His magic is fading and it will soon be our time once again. Time to torment children. Time to spread fear and darkness. Time to reclaim the Toymaker Magic and wipe out the Oddkins once and for all! The Evil Toys CHEER. Gear charges up the concrete stairs and hits a METAL DOOR at ramming speed. A BLUE ENERGY FIELD blows him back down the stairs. The cheering stops. REX Well played, Bodkins. But your magic won’t last forever. LIZZIE What do we do now, Rexy? REX We wait just a little longer. Until then... He bows before her. REX May I have this dance? He grabs Lizzie, gives Gear a look. Gear shoves Jack Weasel in his box and winds him up. As the JACK-IN-THE-BOX MUSIC plays, Rex and Lizzie BALLROOM DANCE throughout the room. 29.

EXT. LEBEN TOYS ESTATE - DAY Amos and his band of Oddkins approach the ARCHING STONE BRIDGE. The ESTATE GATE is just ahead of them. Gibbons hobbles along, using his walking stick. Burl takes a seat on a rock, exhausted. BURL How far have we gone? SKIPPY A hundred yards. Only 38,620 more to go. AMOS I just had a thought -- SKIPPY That’s a first. AMOS Why do we need to go all the way to the city? Why don’t we call Victor, and have him come here to get the key. BURL I one-hundred-percent approve of this idea. GIBBONS He won’t be able to hear us. Victor’s kind can only hear an Oddkin if they can see it. And even if he could it’s too risky for us to stay here any longer. PATCH Why? Gibbons puts one finger alongside his nose, a gesture he uses when he’s about to say something important. GIBBONS We are in a precarious time between Toymakers. With each day, the Magic will fade until the new Toymaker takes control of it. There are dark forces waiting to take advantage of this. BURL Dark forces? I didn’t sign up for dark forces. 30.

AMOS What if something happens... and we don’t make it to Victor? GIBBONS Then the magic will fade away completely... and with it the life inside of every Oddkin. Heavy duty. Real stakes. The weight of this hits everyone. SKIPPY You waited until now to tell us? GIBBONS I thought it best the others not know. BURL I wish I could forget I knew. But elephants can’t forget. Patch is suddenly on high alert. PATCH Someone’s coming. Up ahead: a CONVERTIBLE pulls up to the front gate. EXT. FRONT GATE - SAME A CHEESY 80’S SONG blasts from the car stereo as a MAN’S HAND reaches out and punches the secret access code. EXT. LEBEN ESTATE - SAME The Oddkins watch as the gate slowly opens. BURL It’s Victor! No one else knows the code! We’re saved! We’re -- PATCH We’re road kill. The Convertible races up the driveway, heading right for the Oddkins. It speeds over the bridge, momentarily airborne -- From the Oddkins POV it’s like a STAR DESTROYER passing over. The Convertible lands past them and speeds to the house. SKIPPY Is it him? Because if it is, I’m going to revoke his license. 31.

The Oddkins race back to the house. Gibbons hobbles along as fast as he can, unable to keep up. Burl is right beside him. BURL We’re running now? No one said anything about running! EXT. LEBEN TOYS - DAY The Convertible SKIDS to a stop. A REAL ESTATE AGENT gets out, opens the trunk and pulls out a FOR SALE sign. AMOS That’s not Victor. ON THE ODDKINS, watching as the Agent HAMMERS the sign into the ground. GIBBONS This isn’t good. Not good at all. INT. SECRET SUBBASEMENT - DAY As Rex and Lizzie continue their dance, the room starts to SHAKES like there’s an earthquake. Pieces of concrete fall to the floor creating a cloud of DUST. The walls FIZZLE as if the magic force field is short circuiting. REX Something’s weakening the magic! They race up the stairs. This time there is no strange force to stop them. Gear digs his fingers into the metal door and pries it open enough for Rex and the others to slip into -- THE BASEMENT The SHAKING continues. Rex looks around, sees an old COAL BIN in the corner. REX This way! Follow me! Rex leaps onto the pile of coal and crawls up into -- A COAL CHUTE Rex, Lizzie, Gear and Jack Weasel crawl through the narrow dark chute, teeth barred, eyes glowing. A terrifying sight. Stinger buzzes ahead, reaches the light at the end -- 32.

EXT. LEBEN TOYS - DAY -- and flies outside the chute opening. Rex and the others crawl out right behind him. JACK WEASEL Freefreefree! The Weas is free! Stinger soars high into the air -- giving him a bee’s eye view of the estate -- and sees the Oddkins standing near the bridge. He circles and returns to Rex. STINGER Bzzzzz. Bzz. Bzzbzzzz. REX Six Oddkins? Outside? They must be trying to deliver the key! LIZZIE (O.S.) Speaking of keys. Lizzie is standing on the hood of the unattended Convertible, holding the CAR KEYS. Rex smiles. MOMENTS LATER The Real Estate Agent appears from the side of the house and sees his Convertible speeding away... without a driver! INT. CONVERTIBLE - SAME Rex is standing on the open glove box drawer, looking out the windshield. He’s navigating like he’s helming a ship and barking orders. Lizzie is by his side, holding on to him. REX Left ten degrees! Full speed! JACK WEASEL Aye, Cap’n, aye! Jack Weasel’s box is in the driver’s seat, his accordion body is stretched out so that he can steer. Below him, Gear pushes on the gas peddle. Stinger is affixed to the hood. UP AHEAD The Oddkins see the Convertible speeding toward them. BUTTERSCOTCH Who’s driving? 33.

GIBBONS Not who. What. PATCH I’ll slow it down. Patch holds up his paws and SHARP METAL CLAWS made out of nails pop out. GIBBONS There’s no time. Everyone run! Amos and the Oddkins run toward the bridge. Gibbons hobbles but can’t keep up. Butterscotch circles back for him. BUTTERSCOTCH Hop on, Gibbons! Gibbons hops on Butterscotch’s back and she runs as fast as she can to catch up with the others. ON THE BRIDGE The Oddkins aren’t even half way across when the Convertible speeds onto the bridge. PATCH We’ll never make it! BURL Amos, what do we do? Amos has no idea. He’s frozen like a deer in headlights. Skippy sees a STYROFOAM COOLER floating in the creek below. SKIPPY Everyone jump! Skippy goes over the side. The others follow him... but Amos hesitates. Patch knocks him over the edge just as the Convertible passes by, barely missing them. EXT. CREEK - DAY The Oddkins land inside the Cooler. All except Patch who just barely misses and ends up SPLASHING into the water. EXT. LEBEN ESTATE - FRONT GATE The Convertible is out of control, going way too fast. REX Brakes! Rocky shores ahead! 34.

Gear pushes hard on the brake peddle and the car skids, slamming into the ESTATE GATE. The “LEBEN TOYS” sign falls off and pins Rex to the seat. Stinger circles above him. REX Follow them! Find out where they’re going! Stinger takes off like a rocket. EXT. CREEK - DAY Further downstream. The Cooler is caught in the current. Patch is behind them struggling to keep up. BURL I got ya, Patch! Grab my trunk! Patch reaches up, grabs Burl trunk, and Burl flips him into the Cooler with the rest of them. Patch is soaked. PATCH I hate water. Hate it, hate it! SKIPPY Is that all it takes to get under your fur? For the first time, Patch doesn’t look so fearless. BURL I guess everyone’s got a weakness. PATCH It is not a weakness. It’s a preference. I like dry. And clean. SKIPPY Quit your meowing! This ain’t a job for an indoor cat. As they continue to float down the creek... EXT. LEBEN TOYS - FRONT GATE - DAY The Real Estate Agent makes it to his crashed car, sees the “LEBEN TOYS” sign in the front seat. Lifts it up and -- there’s nothing underneath. No sign of Rex or the evil toys. REAL ESTATE AGENT I don’t understand -- how’s does a car... just drive? 35.

He sees the keys in the ignition. Strange. He climbs in, starts the engine. It still runs. REAL ESTATE AGENT Hope my warranty covers possession. As he drives away, confused and frazzled, REVEAL REX and the EVIL TOYS hiding under the back seat. EXT. CREEK - DAY The current picks up and the ride gets bumpier as the Cooler enters a stretch of RAPIDS. It slams into rocks and branches, spins around, tips from side to side. The Oddkins huddle together, trying not to get thrown from their boat...... as they head straight for a CONCRETE DRAINAGE TUNNEL. GIBBONS Hold on, everyone. The Cooler enters the tunnel. The Oddkins bank to the left and right like they’re on a flume ride. Their SCREAMS ECHO as they fly out of the end -- EXT. DRAINAGE DITCH - SAME -- and ride a WATERFALL to a safe SPLASH DOWN in a drainage ditch. Somehow they all managed to stay inside the cooler. Gibbon uses his walking stick to steer them to shore where they hop out onto dry land. BURL Are we there yet? Skippy spins Burl around and studies the MAP AP on his back. SKIPPY We’re making progress. No thanks to Amos. (right in Amos’ face) You froze up on the bridge! We could’ve been killed and you just stood there. What kind of leader are you!? Amos hangs his head in shame. AMOS I never said I was a leader. I told Uncle Isaac he made a mistake. Amos walks away. Climbs up the embankment. 36.

SKIPPY From now on, I’m in charge. PATCH I’m in charge. We need to find a more sanitary means of travel. I had no idea the outdoors was so messy. Look at me. I’m filthy. BURL Maybe I should be in charge. I’m the one doing all the heavy lifting. And my first rule is: no more running! GIBBONS Quiet. All of you. Isaac picked Amos to lead this mission and he picked him for a reason. He’s in charge and that’s that. Skippy watches as Gibbons hobbles up the embankment. SKIPPY Old Captain Claw ain’t helping the cause either. He can barely keep up with us. EXT. ROADSIDE - DAY Amos is concealed behind some BUSHES near a TRUCK STOP parking lot. Gibbons joins him. GIBBONS Don’t pay any attention to them. AMOS They’re right. They’d all be much better leaders. GIBBONS Uncle Isaac didn’t make a mistake. He’s never wrong when it comes to his Oddkins. He chose you for a reason. AMOS I wish I knew what it was. The other Oddkins appear, joining them. SKIPPY Alright leader, what’s the plan? 37.

Amos stares at all the 18-WHEELERS. AMOS What was it Rupert Toon said? (he looks at Burl) “When you’re sore from toesies to heels,/Better trade in your shoes for wheels?” (beat) We’ll hitch a ride on one of those. BURL I like that plan. Amos leads the Oddkins across the parking lot. Meanwhile, up above, Stinger circles... then turns and flies away... EXT. HIGHWAY/INT. CONVERTIBLE - DAY The Agent drives down the highway in the beat up Convertible, listening to his radio, still visibly shaken. Things get even worse when STINGER lands on his window... and stares at him with his human face. REAL ESTATE AGENT What the -- REX (O.S.) I need you to follow that bee. The Agent’s jaw drops when sees: Rex standing on the console between the front seats, pointing his blade at him. REAL ESTATE AGENT Where did you -- what the hell is going on? REX Keep your eyes on the road. Suddenly Jack Weasel’s accordion body wraps itself around the Agent’s throat like a snake, turning his head toward the road. Jack’s scary clown face is right next to his. JACK WEASEL You heard ‘im. Eyes on the road. Stinger takes off and the Agent obediently follows after him. 38.

EXT. TRUCK STOP - DAY A NEON SIGN flashes “HARLEY’S PLACE - GAS AND EATS - TRUCKERS WELCOME.” TRUCKERS in heavy boots stomp around dozen of parked 18-Wheelers. None of them notice the tiny stuffed animals scurrying past them. BENEATH A TRUCK The Oddkins take cover like tiny commandos behind the wheels of a truck. All but Burl, that is. SKIPPY Okay. We’re here. Great. Now which truck, Mr. Man With the Plan? Amos has no idea. Then Patch realizes -- PATCH Where’s Burl? Burl’s standing out in the open, catching his breath. He sees a DOLLAR BILL on the ground, picks it up. BURL Hey! Look what I found -- He looks around, can’t find the Oddkins. A TRUCKER BURPS loudly, heading straight for him. Burl tucks the dollar in his vest and plays dead. The Oddkins watch, concerned. BUTTERSCOTCH Oh dear -- The Trucker stops in front of Burl, bends down and picks him. He notices the smartphone attached to Burl’s back. He looks around to see if anyone’s looking then tucks Burl under his jacket and carries him away. BUTTERSCOTCH He’s got Burl! SKIPPY And our map! PATCH We must fight the giant! Patch extends his claws, but Gibbons holds him back with the handle of his walking stick. 39.

GIBBONS We’re still Oddkins. The rules haven’t changed. We can’t let anyone see us. They watch as the Trucker gets into a truck with a “CITY CONSTRUCTION” sign on the cab. It’s hauling GIANT WOODEN SPOOLS OF CABLE and a POWER GENERATOR. AMOS We can’t lose him! We need to get on that truck! The Oddkins race across the lot to the truck. Its ENGINE STARTS and it slowly begins to roll forward. Skippy springs onto the flatbed. Followed by Patch and Amos. Butterscotch -- with Gibbons riding her like a jockey -- leaps up next... EXT. HIGHWAY/CONSTRUCTION TRUCK - DAY ... just as the TRUCK turns onto the HIGHWAY and follows behind several other 18-Wheelers. INT. TRUCK CAB - DAY The Trucker sets the smartphone on a console between the seats, then tosses Burl in the back seat. He turns on some COUNTRY MUSIC. Plays it loud. EXT. HARLEY’S PLACE - MOMENTS LATER. The Convertible SPEEDS into the parking lot. Stinger circles above then flies under and around all the trucks... In the CONVERTIBLE: the Agent looks complete terrified. REAL ESTATE AGENT What are going to do to me? LIZZIE Terrible, terrible things if you don’t do as you’re told. Stinger returns. STINGER Bzzzz. Bzzzzz. Bzz. REX You checked everywhere? Stinger BUZZES, annoyed. Of course he checked everywhere. 40.

JACK WEASEL Hitched a ride. That’s what they did. Stowaways. EXT. HIGHWAY/CONSTRUCTION TRUCK - DAY The Oddkins explore the flatbed, working their way toward the truck’s cab. They pass the giant cable spools -- PATCH What kind of stuffed toy requires thread like this? -- then arrive at the power generator with all the fan belts, turbines and switches. AMOS What do you think it is? GIBBONS It says “Caterpillar.” PATCH That’s gonna be one big butterfly. The generator is butted up against the back of the cab, just below a WINDOW. Amos leads Skippy and Patch onto the generator. Gibbons and Butterscotch wait down below. EXT. HIGHWAY/INT. CONVERTIBLE - SAME The Convertible passes cars left and right. The Construction Truck is half a mile in front of them. REX Gear! I need your eye. Gear climbs over the windshield and sticks to the hood of the car with his magnetic feet. One of his eyes TELESCOPES OUT. GEAR’S POV -- He scans the truck, sees the generator, the spools... and the Oddkins! GEAR Smash! Rip! Destroy! ON REX, holding the blade of his cane up to the Agent’s face. REX Get us to that truck! The Agent puts the pedal to the metal. 41.

EXT. HIGHWAY/CONSTRUCTION TRUCK - DAY Amos and the Oddkins make it to the top of the generator and peek in through the small back window on the truck cab. SKIPPY I don’t see him. SMACK! Burl slams against the inside of the window scaring the bejezzus out of them. Then he slides back down. INT. TRUCK CAB - BACKSEAT Burl leaps up to the window again, tries to unlatch it. EXT. TRUCK BED - DAY Amos and the others watch as Burl appears... then disappears... in front of the window over and over again. AMOS He’s trapped. PATCH Stand back. Patch extends his claws and starts CUTTING a CIRCLE into the window. The sound is excruciating. Nails on a chalkboard. Down below, Butterscotch covers her ears. But Gibbons seems to have something else on his mind... He slips away to the back of the truck bed. Observes the CONVERTIBLE in the distance, approaching very quickly. INT. TRUCK CAB - BACKSEAT Burl watches as Patch finishes cutting a hole out of the window. A circle of glass falls onto the seat. Skippy sticks his head through, yells down to Burl -- SKIPPY Don’t forget the phone! MOMENTS LATER The Trucker is focused on the road, singing along to the radio. We see Burl’s TRUNK feeling around for the phone. He is just about to reach it when -- the Trucker grabs. The Trucker tries to access the phone but it’s locked. He presses a few keys and the “ODDKINS THEME” starts playing. He presses more buttons until it stops, then he sets the phone back on the console. 42.

EXT. HIGHWAY/CONVERTIBLE - DAY The Convertible pulls up behind the truck. Jack Weasel is no longer wrapped around the Agent’s throat. Instead, Gear SLAMS Jack’s CLOSED RED BOX down onto the hood of the car. SPIKES stick out of the box’s wheels and impale the hood, securing it in place as Gear cranks the Jack-in-the-Box lever. Jack Weasel’s muffled voice YELLS from inside -- JACK WEASEL (O.S.) More! More! Faster! Faster! Gear keeps cranking until -- SPRIIIIIING! -- the lid pops open and Jack Weasel flies forward stretching his accordion body to the max. He GRABS the back of the truck’s flatbed, creating an accordion bridge to the truck. REX Everyone on that truck! Go! One by one, the evil toys cross the accordion bridge. ON REX, still holding his blade to the Agent’s throat -- REX Before we part ways, I need to know how much Leben Toys is selling for. The Agent suddenly brightens, kicks into full sell mode. AGENT You looking to buy? It’s very reasonably priced. A real gem -- Rex digs his blade a little deeper into the Agent’s throat. AGENT 2.37 Million. REX Where do I find the seller? The Agent scrambles, pulls out Victor’s business card. Rex grabs it from him, puts it inside his Top Hat. REX Sorry. No commission. But you can keep your nose. C’est la vie. Rex retracts his blade then LEAPS onto the accordion bridge -- 43.

EXT. HIGHWAY/CONSTRUCTION TRUCK - SAME Once Rex is safely across, the spikes in Jack’s wheels retract and Jack constricts his accordion body, pulling the RED BOX right up to the rest of him. The Evil Toys are now all together on the truck, like a band of raiding pirates. EXT. TRUCK BED - DAY The smartphone sails out of the hole in the truck cab window and Skippy catches it. Amos pokes his head into the hole. AMOS Good throw, Burl. You’re next. Burl leaps up, but can’t reach the window. He leaps again. This time Amos grabs his trunk and starts to pull him through. It’s a very tight fit. His head comes through, but his body is too big. Skippy and Patch join Amos, all of them pulling on Burl’s trunk. SKIPPY Suck in your gut! BURL I’m sucking! I’m sucking! They pull and pull until -- POP! -- Burl rockets through like a popped cork and they all tumble down onto the flatbed. SKIPPY You could’ve blown the whole mission! What’d you find back there that was so important!? BURL I don’t remember. With all the excitement I completely forgot. PATCH I thought elephants never forget? Burl ponders this, looks confused. A crisis of identity? BURL A dollar! I found a dollar! Skippy opens the smartphone MAP. SKIPPY Let’s see where we are. We could be heading in the wrong direction thanks to you. 44.

Their blue dot is rapidly approaching the red dot that is Victor’s address. AMOS We’re half way there! Good job, Burl. We’re almost there thanks to you and that dollar. SKIPPY Don’t go getting all up in your fur just yet. We still have a long way to go. REX (O.S.) I have a riddle for you. The Oddkins look up to see Rex standing on top of the one of the giant cable spools. REX What has no arms, no legs, no tail, no eyes, no head, and no stuffing? The Oddkins are too stunned to speak. Who is this guy and where did he come from? Then Burl raises his hand. BURL A Thanksgiving turkey. SKIPPY (elbows Burl) He said no stuffing. Rex leaps down and stands in front of them. He holds out his cane and the stiletto blade pops out. REX The answer is: Oddkins! When we’re done with you. The other evil toys join Rex, surrounding the Oddkins. REX I am Rex, leader of the Charon Toys. And these sinister playthings are Gear... Jack Weasel... Stinger... and the lovely Ms. Lizzie. We detest all Oddkins and all their disgusting goodness. Which is why I need the key that one of you is holding. Patch steps in front of Amos, extends his claws. 45.

PATCH You’ll have to go through me first. LIZZIE With pleasure. The Evil Toys close in. There’s about to be a fight when -- GIBBONS (O.S.) You won’t win this, Rex. Rex sees Gibbons standing on top of the generator. REX You! Gibbons aims his walking stick at the CABLE SPOOL right behind Rex and the Evil Toys. A BLUE BEAM SHOOTS OUT and the cable comes alive like a snake. It separates into FIVE LIVING CABLE SERPENTS. Each one entwines one of the Evil Toys, tying them to the spool. REX Let us go! I’m warning you -- INT. TRUCK CAB - DAY The Trucker notices the smartphone is missing. He looks around, glances in the back. And where’s the elephant? He keeps one hand on the wheel and reaches down to the floorboard with the other hand, feels around for the phone, then looks up and sees he’s in the wrong lane! He swerves... EXT. TRUCK FLATBED - SAME The Oddkins are almost thrown off, but manage to grab onto the generator and each other. The ROPES securing the spool of Evil Toys SNAP and it rolls off the end of the flatbed... REX This isn’t over, Gibboooons! This isn’t overrrrrrrrr! The spool bounces off the side of road... EXT. RAVINE - DAY ... and rolls down into a ravine. It SLAMS into a STURDY TREE at the bottom and SHATTERS. 46.

INT. TRUCK CAB - DAY The Trucker is back on track. Doesn’t even notice that he lost a spool. He wipes his brow, turns up the music. EXT. HIGHWAY/CONSTRUCTION TRUCK - DAY Amos and the Oddkins stare in awe at Gibbons. GIBBONS I’m afraid that’s not the last we’ll be seeing of them. SKIPPY I hope not. I wanna see what else that stick of yours can do. GIBBONS It won’t do anything next time. That was just a small dose of Toymaker Magic. Isaac gave it to me to use in case of an emergency. There’s no more left. AMOS Who were they? GIBBONS Very bad toys. Made by a very bad Toymaker. EXT. RAVINE - DAY Rex and the others pull themselves together... literally. Jack Weasel’s accordion body is tied in a knot. Stinger’s stinger is stuck in a piece of wood. He shakes his booty trying to get free. Gear twists his own head back into place and then pulls Stinger free. Lizzie stumbles toward Rex, her dress dirty and torn. LIZZIE My dress is ruined, Rexy! I’m gonna make them pay for this! Rex pops one of his joints back into place. REX I’ll make you a hundred dresses as soon as I get out of this shell. LIZZIE What are we gonna do now? 47.

REX I need to search for someone we can use. Someone twisted and mean and willing to be controlled. LIZZIE I like him already. Rex closes his eyes, concentrates. When he opens them again, his eyes are like GLOWING RED EMBERS... EXT. OLD PRISON - DAY A stone fortress that dates back to the turn of the 20th century. If it’s not haunted now, it will be some day. INT. PRISON WOODSHOP - DAY ARMED GUARDS stand by the doors as PRISONERS use woodworking tools to make shelves and chairs and key racks... But prisoner NICK JAGG’s project blows them all away. He’s intensely focused with a hawk-like face, carving and sanding a beautiful HORSE HEAD. A GUARD approaches him. GUARD You’re the only prisoner I know who stayed to work late on the day of his parole. JAGG I wasn’t finished. Jagg stands. He’s lean and over six-feet tall. Very intimidating. REVEAL his project: a beautiful hand-made ROCKING HORSE. The Guard is duly impressed. GUARD That’ll make some kid very happy on Christmas morning. Heck, the warden might keep it for one of his own kids. JAGG I would be honored. GUARD You’re not such a bad guy after all, Jagg. I hope you make it on the outside. Now go on, get outta here. You’re free as a bird. 48.

Jagg exits with the other prisoners. The Guard stays behind. He makes sure no one is looking and, like a big kid, sits on the rocking horse. A smile of pure joy on his face until -- -- sharp SPIKES pop out of the horse releasing RED PAINT. It looks like the horse has been impaled with spears and is bleeding. The Guard leaps off, watches in horror as -- -- the horse’s eyes pop out and roll on the floor. Its jaw drops away, revealing fangs. When all is said and done it looks like something horrifying, twisted, and evil. EXT. OLD PRISON - DAY Jagg walks out of the front doors, carrying a knapsack, listening as the Guard’s Voice echoes throughout the prison. GUARD (O.S.) You’re evil, Jagg! Sick and twisted and evil! A twisted smile spreads across Jagg’s face. REX’S VOICE (O.S.) Nick Jagg. He’ll do just fine. EXT. THE BIG CITY - NIGHT Night has fallen as the Construction Truck crests a hill and we get our first up close look at the BIG CITY. The Oddkins, sitting on top of the generator, stare in awe at all the BRIGHT LIGHTS and GIANT SKYSCRAPERS. SKIPPY Woohoo! Big City, here I come! BUTTERSCOTCH It’s beautiful. AMOS We still have to find Victor... somewhere in all that. Buzz kill. The city looks a little more intimidating now. GIBBONS Amos is right. We must be very careful. The city can be a dangerous place for our kind. EXT. CONSTRUCTION SITE - NIGHT The Truck pulls into a CONSTRUCTION SITE in the middle of the city. As soon as it stops, the Oddkins hop off... 49.

INT. DOWNTOWN ALLEY - NIGHT The Oddkins walk down a dark, trash-filled alley. Their long shadows extend in front of them. SIRENS wail in the distance. City sounds all around. Patch looks around. PATCH’S POV - Green-tined night vision. He scans the alley, sees Garbage cans, trash everywhere. PATCH This is disgusting. How could anyone live in a place like this? Skippy walks right behind Burl, looking at the MAP APP. SKIPPY We’re eight blocks from Victor’s apartment. I think you’ll survive. At that moment, Patch steps on a piece of GUM. PATCH Ah! I’ve been attacked! Get it off of me! Patch does a crazy dance trying to get the gum off the bottom of his foot. Everyone freaks, like they’re all under attack. BURL What is it!? What got him? BUTTERSCOTCH Sit still, Patch! I can’t help if you’re bouncing all over the place. Patch sits down and holds his foot up. The others gather around and stare at the GLOB OF GUM on his foot pad. SKIPPY What is it? BURL Some kind of alien life form. Amos reaches out -- BURL Don’t touch it! Are you crazy!? Amos grabs the gum, tries to pull it off... except it sticks to his hand as well. He pulls his hand away but now he’s connected to Patch. 50.

BURL It got Amos! Burl, in a panic, accidentally bumps Skippy who falls into the web of gum that connects Patch’s foot to Amos’s hand... and now he’s stuck to it as well. SKIPPY Ahhhh! Get it off! The more Skippy tries to get free, the more the gum wraps around him. Burl tries to stay clear but Skippy grabs his trunk and now Burl is stuck in the mess as well. BURL I’m hit! I’m hit! Gibbons whacks at the gum with his walking stick, making things worse, and soon he is gum-tied to them as well. They look like they’ve been in a Silly String fight. Butterscotch just sits back and LAUGHS. BUTTERSCOTCH That’s one way to make sure we stick together. It’s just a piece of gum. It won’t hurt you. As she continues to laugh, a LARGE SHADOW falls over her. Butterscotch stops laughing, slowly turns around to see: a DROOLING CUJO-SIZED DOG. It’s wearing a heavy collar from which dangles a short length of broken chain. It SNARLS and unleashes a loud terrifying BARK. BUTTERSCOTCH Nobody move. Stay calm. I’m sure his bark is worse then his bite. But instead of staying calm, the Oddkins do what comes naturally: they scream and run! And not a very graceful run either since they are all stuck together by gum. The DOG runs right past Butterscotch and chases after them. The Oddkin runs like they’re in a ten-legged race. They reach a stack of WOODEN PALLETS and climb to the top just as the Dog lunges, barely missing them. The pallets begin to wobble as the Dog gets more and more aggressive in his attempt to reach them. GIBBONS Back! Back, I say! 51.

Gibbons fends the Dog off with his walking stick until -- A SHRILL, HIGH-PITCHED WHISTLE fills the air. The Dog turns to see Butterscotch standing unprotected in the middle of the alley, paws up to her mouth, whistling. BUTTERSCOTCH Enough of that already. You’re giving me a headache. The Dog runs right up to her, BARKING angrily, but she doesn’t flinch or move. BUTTERSCOTCH I said stop! Didn’t your mother teach you any manners? The Dog suddenly stops barking. Downgrades to the occasional snarl as it watches Butterscotch, puzzled. BUTTERSCOTCH Shame on you! Yes, that’s right, shame on you -- Butterscotch glances at the ID TAG dangling from his collar -- BUTTERSCOTCH (reading the tag) -- Toby. That’s a very lovely name. Why don’t you act like it? Dogs are supposed to be noble and loving, not bullies who terrorize poor helpless little things. ON THE OTHERS, watching her, impressed but nervous. SKIPPY Who’s she calling helpless? The Dog becomes more and more sheepish. BUTTERSCOTCH Broke your chain I see. Ran away from home did you? The Dog whimpers. BUTTERSCOTCH I see. You got loose, decided to go exploring and got lost, is that it? You’re lost and scared? The Dog whimpers even more. Behind them, the Oddkins climb down from the pallets. 52.

BUTTERSCOTCH That’s still no excuse to be rude and if you keep acting like that no one’s going to help you get home. Butterscotch sees a POLICEMAN at the other end of the alley standing on the sidewalk next to his POLICE CAR. BUTTERSCOTCH You see that man down there wearing the uniform? If you’re nice to him, I bet he’ll help you get home. The Dog looks at the policeman, then looks at Butterscotch. He licks her face and runs off toward the Policeman. The other Oddkins (still a gum-tied mess) join Butterscotch and watch as the Dog walks up to the Policeman. The Policeman pets him, looks at his ID Tag. Then opens the door to his car, and the Dog hops in. AMOS That was amazing, Butterscotch. How’d you do it? BUTTERSCOTCH The only reason anything acts like that is because it’s either scared or hurt. INT. RURAL DINER - NIGHT Nick Jagg sits by himself at the counter, eating a late night burger. We see TATTOOS on his knuckles. The right hand says “N-I-C-K” and the left says “J-A-G-G.” He’s totally at peace. Until he hears -- REX’S VOICE Hello, Nick. Jagg looks around... who said that? REX’S VOICE You can’t see me, Nick. But I’m here. I’m waiting for you. Jagg keeps looking around suspiciously, a bit nervous and a little weirded out. INT. DINER BATHROOM - NIGHT Jagg stands at a sink, looks in the mirror. He leans down, SPLASHES water on his face. 53.

When he looks back up, instead of seeing his own reflection he sees a DARK SHADOWY SHAPE with BURNING RED EYES. (We’ll call it SHADOW REX.) SHADOW REX I have a job for you, Nick. JAGG Who are you? SHADOW REX I’m your destiny. Times are changing, Nick. Evil is on the rise. Everything you have ever wanted is within your reach tonight. Will you join me? Jagg stares at Shadow Rex. Contemplates the offer. Then smiles. Shadow Rex dissolves away and we see Jagg’s reflection again. Only his grin is way more evil and his eyes are glowing red. EXT. DOWNTOWN ALLEY - NIGHT Amos and the others finally get the gum picked off their fur. PATCH When this is all done, remind me to get steam cleaned. SKIPPY For someone who’s supposed to be a fearless, you were sure screaming like a ‘fraidy cat. Patch looks down, ashamed. Amos sits next to him. AMOS No ‘fraidy cat would’ve stood up to Rex and those other bad toys the way you did. They were lucky Gibbons showed up or you would have ripped them to shreds. Patch smiles, a bit of his confidence returned. PATCH Next time they won’t be so lucky. He extends his METAL CLAWS, strikes a fierce pose. SKIPPY Where’d you get those scratchers? 54.

PATCH Uncle Isaac made them for me. Just before he made Amos. He said it’s my job to protect him. Skippy and Amos are both surprised by this news. Suddenly a BACK DOOR in the alley opens and several people exit LAUGHING. The Oddkins take cover. More LAUGHTER spills out. Skippy’s ears perk up. BURL What’s happening in there? Before the door closes, Skippy sticks his foot out to stop it. He takes a look inside and his eyes light up. The other Oddkins all look inside and see -- A COMEDY CLUB. A COMEDIAN is standing on a small stage under a LARGE NEON SIGN: “LAFF SHACK COMEDY HOLE.” AMOS Let’s go before someone sees us. SKIPPY I’m not going anywhere. A few more people push open the door to go outside and Amos uses the distraction to pull Skippy away. SKIPPY Let go of me! Skippy breaks free and rushes for the door... but it closes before he gets there. SKIPPY What’d you do that for!? I was practically inside! AMOS We’re on a mission. GIBBONS He’s right. We need to go. SKIPPY My mission is over. The Oddkins look at him, confused. 55.

SKIPPY The only reason I came on this trip was to get away from that prison we’ve all been stuck in. I got my own dreams. And they got nuthin’ to do with being a toy for some slobbering kid. Looks of shock all around. BURL But that’s why we were made. SKIPPY I was made for something else, and it’s right here. Don’t any of you have dreams? He looks at each of the Oddkins as he makes his case -- SKIPPY Burl, wouldn’t you rather be roaming the plains of Africa with all the other elephants, teaching them about Rupert Toon? (to Patch) And you, Patch, wouldn’t you rather be on your own, visiting some nice clean spas, no one to worry about except yourself? You think kids are gonna keep you nice and clean? (to Butterscotch) Butterscotch, wouldn’t you rather be a mom to real dogs like Toby? Didn’t you see how good you were with him? It’s time we start thinking about ourselves. Gibbons watches, studying them, staying out of it. BURL What about the key? SKIPPY I don’t give a flapping ear about the key. That’s Amos’s job. AMOS It’s our job! Amos is as pissed off as a teddy bear can be. Everyone is stunned into silence. 56.

AMOS I promised Uncle Isaac I would finish this mission and when you volunteered so did you. I don’t care what you do after we deliver the key, but until then we’re going to finish what we started! Gibbons looks at Amos, proud. The others look a bit ashamed for even listening to Skippy. BURL He’s right, Skippy. No one made us volunteer. SKIPPY Fine. But as soon as Victor has that key I’m outta here. Skippy walks away from the others. AMOS Let’s move. We still have eight blocks to go. BURL Eight blocks filled with people. How are we gonna pull that off without being seen? PATCH (O.S.) To survive the night... we must become the night. Patch is standing on top of a GOODWILL CLOTHING DONATION BIN stationed next to a GOODWILL CENTER’s alley entrance. EXT. CITY SIDEWALK - NIGHT PEOPLE hustle and bustle down the sidewalk, walking right past a strange person wearing a LONG TRENCH COAT that drags on the ground as he shuffles along at a zombie-like pace. The mystery person wears a fedora-like hat, sunglasses and a face concealing scarf. INSIDE THE COAT we find -- THE ODDKINS. Standing one on top of the other. Butterscotch is on the bottom. Burl and Skippy are sitting on top of her (Skippy navigating via Smartphone)...... they are both holding up Gibbons... who has Patch on his shoulder... and Amos is on top. He’s the hat-wearing, scarf- covered face of the ODDKIN-MAN! 57.

GIBBONS Are we close? What do you see? AMOS’S POV -- He sees all the people, signs and wonders of the city. Including: a line of people waiting to get on a BUS. AMOS I see our ride. INT. BUS - NIGHT Oddkin-Man hops onto the first step, sways a bit. Then hops up the other two steps. The DRIVER gives the strange man the once over. Just another freak in the city. DRIVER You gonna just stand there or you gonna pay for the ride? A GLOVED hand (on the end of Gibbon’s cane), reaches out with Burl’s dollar bill (attached with gum). The Driver grabs it. DRIVER Take a seat. Oddkin-Man shuffles down the aisle to the back of the bus, away from all the passengers. EXT. RURAL DINER - NIGHT Jagg approaches a WELL-DRESSED MAN about to get into his SPORTS CAR. JAGG I need to borrow your car. WELL-DRESSED MAN Are you crazy? The Well-Dressed Man turns around and sees JAGG’S GLOWING RED EYES. The Man is petrified, can’t move. Jagg removes the keys from his hand. JAGG Certifiable. INT. SPORTS CAR - NIGHT Jagg drives really, really fast. In the middle of nowhere. 58.

REX’S VOICE I need you to pick something up for me, Nick. You’ll need a shovel. EXT. MIDDLE OF NOWHERE - NIGHT A scary, MISSHAPEN TREE is the only thing around for miles. Jagg DIGS near the base until his shovel hits something solid. He clears away the dirt, pulls out an old SUITCASE. Inside: stacks and stacks of THOUSAND DOLLAR BILLS. EXT. RAVINE - NIGHT FULL MOON in the sky. Lots of FOG. Rex waits patiently, looking up at the sky. Lizzie walks up next to him. REX He’s on his way. LIZZIE Why do you want to waste all that money to buy Leben Toys? REX I’m going to buy it so I can tear it down and build our new factory on the very same spot. Bodkins took everything from me so I’m going to take everything from him. His magic, his home... and his beloved Oddkins. Jagg’s “borrowed” Sports Car stops at the top of the ravine. EXT. ROAD - SPORTS CAR - NIGHT HEADLIGHTS cut through the fog as the car idles. Jagg is standing outside, holding the door open as Rex and the other Evil Toys step onto the side of the road. JAGG Good evening, Master. REX Lizzie, I’d like you to meet Nick Jagg. JAGG The pleasure is mine. Jagg bends down, kisses her tiny hand. LIZZIE I like him, Rexy. Can we keep him? 59.

JAGG Where would you like to go? REX The city. We need to find a man named Victor Bodkins. EXT. VICTOR’S APARTMENT BUILDING - NIGHT A three-story brownstone. Nothing fancy. Old brick, fire escape ladders. Oddkin-Man stands in front. AMOS We’re here. This is the address. The Oddkins poke their heads out to look. From their perspective it might as well be a mile-high fortress. BURL How do we get in there? Suddenly a STRONG GUST OF WIND blows the hat and trench coat off of the Oddkins leaving them exposed... until they fall to the ground and blow like tumbleweed down the sidewalk. They come to a stop at the edge of the building. SKIPPY Looks like we ain’t walkin’ in. Gibbons looks up in the air. Lighting flickers at the edge of DARK, SINISTER CLOUDS. GIBBONS We don’t have much time. Any ideas, Amos? Amos looks around. Sees some cardboard BOXES by a dumpster. EXT. VICTOR’S APARTMENT BUILDING - LATER A CARDBOARD BOX sits at the building entrance, blocking the door. A TENANT tries to exit, pushes the box away from the door then looks at the child-like scrawl written on it -- “FOr ViKTer BoDKiNS ONLy. DONOT OPeN UN LESS U Ar ViKTer BoDKiNS. DONOT DrOP, CrUSH, Or SET ON FirE.” The TENANT presses a BUZZER. VICTOR’S VOICE Hello? Who’s there? TENANT Package for you down here. 60.

INT. VICTOR’S APARTMENT - LATER Victor enters, carrying the box. His apartment is fairly small, a little cluttered with books and papers. CHINESE TAKEOUT cartons on the coffee table in front of the sofa. Victor sets the box on his couch. Examines the crazy child- like writing. He opens the box flaps, looks inside and sees: Oddkins. Lifeless. He stares at them for a beat and then -- ODDKINS Surprise!!! The Oddkins come to life. Victor leaps back, on the verge of a heart attack, as the Oddkins leap out of the box. BURL I bet you’re surprised to see us. AMOS We came a long way, Victor. We have something for you. Victor backs further away, grabs a VASE OF “CONDOLENCE” FLOWERS, yanks the flowers out and -- VICTOR I’m dreaming... dreaming... -- dumps the water on his head. The Oddkins stare at him curiously. What strange behavior. VICTOR ... not dreaming Victor looks full-on panicked, checks his pulse. VICTOR Having a stroke. Oh God. This is it, this is it. But he doesn’t die. And the Oddkins are still there. VICTOR Wh-wh-what are you? SKIPPY We’re Oddkins, you nincompoop. Ain’t you got eyes in your head? AMOS Uncle Isaac sent us. 61.

VICTOR He’s dead. And you... aren’t real. That’s impossible. AMOS It’s magic. Amos holds up the key. AMOS Toymaker magic. This is for you. Victor looks at the key, then grabs a BASEBALL BAT hidden behind his couch. SKIPPY Swing batta batta! VICTOR Get away from me! You’re not real. I’m just under a lot of stress -- He swings the bat at the Oddkins. They quickly leap out of the way. Not the response anyone was hoping for. AMOS You have to listen! Uncle Isaac sent us. You’re the next Toymaker. He swings the bat again and hits the coffee table. Chinese food goes flying. Noodles land on Patch. PATCH Anything but the lo mein. Patch grabs two CHOPSTICKS, holds them like Ninja fighting staffs. Victor swings the bat at him. Patch avoids the blow then spares with Victor. Big bat vs. tiny chopsticks. As they duel, making a big mess of the apartment, Burl grabs onto one of Victor’s legs. Skippy leaps onto Victor, climbs up onto his head and covers his eyes with his ears. SKIPPY That real enough for ya? Just take the key so we can get out of here! Gibbons and Amos exchange a look. AMOS Is this the way it usually works? 62.

GIBBONS There’s always a certain amount of convincing required. As Victor blindly stumbles around, knocking things over, Butterscotch walks up behind him, lies down and... Victor trips over her. Butterscotch feigns innocence. BUTTERSCOTCH Oh my. Did I do that? Victor is sprawled out on his back. He opens his mouth to scream but Patch grabs his tongue with the chopsticks. PATCH Cat got your tongue? Amos walks up to Victor, stares him in the face. AMOS Now will you listen? INT. VICTOR’S APARTMENT - KITCHEN - LATER Victor sits at the kitchen table, holding an ICEBAG on his forehead. Amos and Gibbons sit across from him on piles of books stacked on chairs. Burl reclines on the counter while Skippy and Patch explore all of the cabinets. Butterscotch rests at Victor’s feet like a faithful dog. Victor watches them all, trying to process everything. Still more disbelief in his eyes then wonder. VICTOR Uncle Isaac was a magic Toymaker? It’s just hard to believe. GIBBONS Hard for adults to believe, yes. But not for children. VICTOR Why are you telling me this now? Why wait until he’s, you know... Amos removes the key again, sets it on the table. AMOS Because you’re the next Toymaker. SKIPPY Congratulations, take the key, and we’ll be on our merry way. 63.

VICTOR I don’t know how to make toys. GIBBONS This is not just about making toys. Gibbons removes a tiny little book from his pocket. A miniature version of the leather-bound “TOYMAKER CHRONICLES.” He sets the book on the table, taps it with his finger and it expands to its normal size. The lights in the room DIM and the book gives off a MAGICAL GLOW. The Oddkins gather around. Gibbons places his finger alongside his snout. GIBBONS Since as long ago as anyone can remember, there has always been a Toymaker. Gibbons opens the book and images are PROJECTED OUT, swirling in the air. Toymakers and toys from all eras. Old wooden toys, puppets, stuffed animals. All hand-made and alive. GIBBONS Each one acquired the Toymaker Magic from the previous Toymaker and then passed it on when they left this world. Most of their names have been lost to time, only recorded in this book. But a few have become legendary. The image of a white-bearded wizard appears... GIBBONS Merlin...... and then another white-bearded man with a red cap. GIBBONS ...Saint Nicholas. But not all Toymakers were good like them... or like your Uncle Isaac. The images fade and then images of more SINISTER TOYS appear: monsters, snakes, spiders... GIBBONS Sometimes the Magic falls into the hands of a bad Toymaker, someone who makes toys to inspire children to be destructive and selfish or, even worse, makes toys that will hurt them. 64.

The Oddkins and Victor are spellbound, watching as the sinister toys morph into a RED-EYED SHADOWY FIGURE. GIBBONS Before Issac there was an evil Toymaker named Rex Charon who stole the Magic from another Toymaker. The Red-Eyed Shadowy Figure transforms into a face, a real- live flesh and blood version of the Rex marionette’s face. INT. CHARON TOYS WORKSHOP (FLASHBACK) - NIGHT A dark, scary place. It looks more like a BOILER ROOM in the bowels of hell then a toy workshop. SPARKS FLY as REX CHARON hammers away, building a toy that looks just like GEAR... INT. CHARON TOY STORE (FLASHBACK) - DAY The Charon Toy Store is deceptively bright and cheerful. Several boxed-up versions of Gear are displayed. As well as happy Jack Weasels.... sweet Lizzies... cheerful Stingers. And an assortment of stuffed animals. GIBBONS (V.O.) Rex had his own toy store and managed to hide his true motives from the public. A DAD takes a GEAR out of the box, examines it. He presses a button and Gear speaks in a friendly voice: GEAR Fix! Mend! Build! A MOM winds up a Jack Weasel and a smiling, happy CLOWN pops out. Mom smiles, delighted. GIBBONS (V.O.) Parents bought his toys... INT. CHILD’S BEDROOM (FLASHBACK) - NIGHT A LITTLE GIRL winds up her new Jack Weasel... GIBBONS (O.S.) ... unaware that they would turn against their children... The evil, twisted Jack Weasel pops out of the box. The Girl SCREAMS as Weasel chases her around the room. Mom rushes in and sees the terrified girl, scared of a seemingly delightful, lifeless Jack Weasel. 65.

INT. ANOTHER CHILD’S ROOM (FLASHBACK) - NIGHT A SMALL BOY takes Gear out of this box. GIBBONS (V.O.) ... or turn them into destructive little monsters. The boy presses a button and Gear comes alive. GEAR Smash! Rip! Destroy! The kid smiles devilishly and starts smashing and tearing apart everything in his room. INT. CHARON TOY STORE (FLASHBACK) - DAY A “HELP WANTED” sign hangs in the window. GIBBONS (V.O.) When Uncle Isaac was a young budding toymaker, Rex hired him to help sell his toys. Rex shakes the hand of YOUNG ISAAC. Early twenties. Wire- framed glasses. Youthful enthusiasm. He looks like John Denver. Hey, it’s the sixties, man. GIBBONS (V.O.) He had no idea Rex was making bad toys, until one day, quite by accident -- INT. CHARON TOYS WORKSHOP (FLASHBACK) - DAY Isaac sees a secret door, not fully closed. He enters, walks down stairs and discovers a secret workshop. Rex is hard at work, making a new evil toy -- REX THE MARIONETTE, formed in his own image. Isaac hides in the shadows and watches... GIBBONS (V.O.) -- he stumbled upon Rex’s secret workshop and saw the Toymaker Magic for the very first time. Rex Charon picks up the KEY and a beam of BLUE ENERGY shoots out and engulfs the Rex Marionette. It comes to life right before Isaac’s eyes. REX CHARON I will build an army of soldiers like you -- one for every child in the city. (MORE) 66. REX CHARON (CONT'D) We will corrupt them, take away their hopes and dreams so when they grow up they will help us spread fear and darkness. GIBBONS (V.O.) Isaac knew what he had to do. INT. CHARON TOYS WORKSHOP (FLASHBACK) - NIGHT The workshop is empty. No sign of Rex or the Rex marionette. Isaac opens a drawer in Rex’s workbench, reaches for the KEY and -- SHOCK! -- a small wooden hand grabs it first. Isaac turns and is face-to-face with the living Rex marionette. Rex leaps away and presses a RED ALARM BUTTON. A STEEL CAGE drops down over Isaac. INT. VICTOR’S APARTMENT - KITCHEN - NIGHT Victor and the Oddkins are on the edges of their seats. VICTOR You think you know someone... AMOS What happened next? GIBBONS He escaped, of course. AMOS How? GIBBONS It’s a long story. We don’t have all night. VICTOR What happened to the real Rex? GIBBONS After Isaac escaped -- INT. CHARON TOYS WORKSHOP (FLASHBACK) - NIGHT Isaac holds the key, facing off against Rex Charon. Lizzie is on Rex’s shoulder. Gear, Stinger, Jack Weasel and Rex the marionette stand with him. GIBBONS (V.O.) -- he grabbed the key and the Toymaker Magic transferred to him. 67.

REX CHARON Give it to me, Isaac! You have no idea what you’re dealing with! YOUNG ISAAC You’re wrong, Rex. I know exactly what I’m dealing with... Young Isaac aims the key at the toys. A BLUE BLAST OF ENERGY knocks them to the ground. Rex Charon watches as Lizzie falls to the ground, lifeless. REX CHARON Lizzie! No! Then Young Isaac aims the key at Rex Charon. REX CHARON You don’t have to do this Isaac! You can join me, make all the toys you want. YOUNG ISAAC Toys that spread darkness and fear? That hurt children? You’re sick, Rex. Your toymaking days are over! Isaac BLASTS him. Rex Charon is engulfed in blue energy. REX CHARON You’ll pay for this Bodkins! I’ll come back! You can’t stop me! I’ll have my revenge! Rex Charon turns into a BALL OF RED LIGHT, and Isaac BLASTS the ball into the chest of the lifeless Rex marionette. GIBBONS (O.S.) Isaac used the Toymaker Magic to lock Rex’s spirit inside the doll he had made in his own image. Isaac picks up the Rex marionette. Its eyes are closed. He tosses it into a CHARON TOYS CRATE. Rex’s eyes flicker open just as the LID closes and seals him in darkness. INT. VICTOR’S APARTMENT - KITCHEN - NIGHT Gibbons closes the book and the kitchen returns to normal. 68.

GIBBONS Isaac used the magic to destroy Charon Toys and to keep Rex and what was left of his evil creations imprisoned far below Leben Toys. BUTTERSCOTCH How did they get out? GIBBONS When Isaac died, the magic that kept them imprisoned was weakened. When the house was put up for sale it was weakened even more -- enough so they could escape apparently. Everyone looks at Victor. VICTOR How was I supposed to know!? GIBBONS None of that matters now. The magic will continue to weaken... and Dark Forces will continue to get stronger until the new Toymaker takes possession of the Magic. Amos climbs onto the table, picks up the key, and walks it over to Victor. AMOS Victor Bodkin -- with the power invested in me by your uncle, the supreme Toymaker Isaac Bodkins, I present you with this key and proclaim you the new Toymaker. Amos kneels down and holds out the key. Victor takes it, examines it, then hands it back to Amos. VICTOR You’ll have to find someone else. Amos and the Oddkins are shocked. AMOS But you’re the next in line. It’s what Uncle Isaac wanted. VICTOR It’s not what I want. I have no interest in being a toymaker. Or battling the forces of evil. (MORE) 69. VICTOR (CONT'D) Or spending any more time talking to magical stuffed animals which, by the way, is making me a little uncomfortable, and I’m still not convinced I’m not imagining you -- Patch leaps in front of Victor, claws extended. VICTOR Okay, okay, okay. You’re real. Put those away. Patch retracts his claws. VICTOR But my answer is still no. He looks around, sees the disappointment and heartbreak on all the Oddkins’ face. VICTOR I’m sorry. You can stay here for the night, but in the morning you have to go. Victor disappears into his bedroom. The Oddkins look concerned. Amos looks completely blindsided. SKIPPY How’s that for a mess, Amos? Mission accomplished. AMOS Are you happy? Isn’t that what you wanted? SKIPPY I just wanted outta that place. But you gotta admit, it is kinda funny. We come all the way out here to deliver a magic key none of us even knew about to a guy who doesn’t even want it. That’s a heckuva punchline. PATCH It’s not funny. If he doesn’t take it, we will all... there will be no more Oddkins. SKIPPY According to Professor Long Snout. Skippy look at Gibbons. 70.

SKIPPY What do we know about him, really? He spends most of his time locked away in the tower and then appears with a magic key as soon as Uncle Isaac is gone. Maybe he’s making all this up because he doesn’t want us to know that we’re finally free. BURL He wouldn’t do that, Skippy. SKIPPY How do you know? What are you anyway, Gibbons? You don’t look like any of us. BUTTERSCOTCH Skippy! Enough! Butterscotch actually GROWLS at him. GIBBONS Perhaps I don’t. But I am made of cloth and stuffing just as you are. Gibbon walks out of the room. Amos glares at Skippy. AMOS Why do you have to be such a jerk? SKIPPY It’s in my stitching. Amos walks out of the room. Skippy leaves in the other direction leaving Butterscotch, Patch and Burl. BURL What do we do now? BUTTERSCOTCH I don’t know, Burl. For once, she has no comforting words. They all look concerned, defeated. INT. VICTOR’S APARTMENT - LIVING ROOM - NIGHT Gibbons stares out the window at the city lights. Amos steps up next to him. AMOS You know what I’m craving right now? Stuffed rabbit stew. 71.

GIBBONS Don’t let him get to you. Your fur is tougher then that. And we’ve come too far to give up because of a disagreeable rabbit. AMOS Has anyone turned down the Magic before? GIBBONS He just needs more convincing. As long as he hasn’t sold Uncle Isaac’s place there’s still hope. AMOS What happens if he sells it before we convince him? GIBBONS Then I’m afraid there won’t be enough Magic left to keep us alive. If that happens it will most certainly fall in the wrong hands. EXT. CITY STREETS - NIGHT The Sports Car speeds through the city, stereo blasting Aerosmith’s “Toys in the Attic.” INT. SPORTS CAR - NIGHT A regular head-bangers’ ball as Jagg drives like a man possessed. The Evil Toys hold on, thrilled and excited. REX Pull over. Jagg slows down, pulls the car over on a downtown street. LIZZIE Is it time to kill some Oddkins? REX Patience. I don’t want any surprises this time. He removes Victor’s business card from his top hat. REX Stinger, I need you to fly to this address. See who’s there and what they’re up to. 72.

STINGER Bzzzzz. Bzzz. Bzzzzz. REX No stinging. Not yet. Stinger flies out the window and buzzes away. LIGHTNING FLASHES as more menacing clouds roll in, covering the moon. LIZZIE It’s going to be a beautiful night. REX A night to long remember, my dear. LIZZIE Will I still be your favorite doll when you have a real body again? REX You’ll always be my favorite. Lizzie smiles, nestles into his arms. INT. VICTOR’S APARTMENT - NIGHT The Oddkins are sound asleep in chairs and on the couch. Exhausted. Not a creature is stirring... except Skippy. He’s standing on a window frame, quietly lifting the window. EXT. VICTOR’S APARTMENT - FIRE ESCAPE - NIGHT Skippy leaps out of the window and lands on the fire escape. He’s about to jump down onto the steps when he hears -- BURL (O.S.) You’re really leaving? Skippy looks up, sees Burl standing on the window sill. SKIPPY You think anyone’s going to miss me? Why don’t you come with me? BURL I can’t do that. SKIPPY What’s keeping you? We got no Toymaker, we got no home -- BURL We’re still family. 73.

Skippy chuckles. SKIPPY Family, right. But for how long? If ol’ Gibbons is right, none of us will be here much longer anyway. Might as well go out with a bang. Burl looks like he may actually be considering this. SKIPPY I know this ain’t the plains of Africa, but don’t you want to roam free at least once in your life? BURL You mean stomp and charge and roar? SKIPPY There’s no one to stop you. Burl takes one last look back at the Oddkins... then leaps onto the fire escape. BURL Let’s bungle in the jungle. INT. VICTOR’S APARTMENT - LATER - NIGHT Lightning flashes and we hear distant THUNDER. Stinger flies in through the open window. He zigzags through the apartment, hovers over each of the unsuspecting Oddkins. Then he makes a beeline into -- VICTOR’S BEDROOM Stinger hovers above Victor’s face, studying him. Victor’s eyes suddenly open -- and he’s looking right into Stinger’s glowing bug eyes! Victor grabs a pillow, takes a swing... Stinger dodges the blow, flies away. LIVING ROOM Stinger flies out the window, Victor hurls his pillow, barely missing him. The commotion awakens the Oddkins. AMOS What’s going on? VICTOR Did you see the size of that thing!? That was the biggest bee I’ve ever seen in my life. 74.

GIBBONS Bee, you say? AMOS Did it have a human face? PATCH Red eyes and sharp fangs? BUTTERSCOTCH Made of wood? VICTOR Exactly! That’s the one and -- (realizing) -- that wasn’t a real bee was it? GIBBONS They found us. VICTOR Who found you? AMOS Rex and his evil companions. Butterscotch looks around, takes a head count. BUTTERSCOTCH Where’s Skippy and Burl? Butterscotch searches the house. Victor looks out the window. No sign of them down below. He pulls his head back in, doesn’t see Stinger perched outside above the window. VICTOR They’re not out there. BUTTERSCOTCH They’re not in the house either. PATCH I guess Skippy was serious about leaving. AMOS I can’t believe Burl would go with him. We need to find them. VICTOR Can it wait until morning? 75.

AMOS They could be in trouble. If you don’t want to be the Toymaker, fine. But we’re all that’s left of your Uncle Isaac. Victor looks duly chastised. VICTOR Any idea where they could be? AMOS I have a pretty good idea. EXT. LAFF SHACK - NIGHT Victor, wearing a long overcoat, approaches the doorman. He looks like he gained about a hundred pounds because the Oddkins are tucked under his coat and squirming. PATCH’S VOICE I can’t breath. BUTTERSCOTCH’S VOICE Whose kicking me? GIBBONS’ VOICE Amos, is that your head? AMOS’ VOICE It’s my butt. GIBBONS’ VOICE My apologies. VICTOR Everyone stop moving or I’ll leave you in the car. Victor pays the DOOR MAN and enters. Meanwhile, in the air up above: Stinger observes, then flies off to report to Rex. INT. LAFF SHACK - NIGHT Victor scans the room. A COMEDIAN is on stage, but there’s no sign of any Oddkins. He takes a seat at a BOOTH. COMEDIAN Thank you. You’re a great audience. You’re terrible, people but you’re a great audience. People APPLAUD as he leaves the stage and the MC takes over. 76.

MC Who’s next? It’s open mic night so come on up if you dare. FIND SKIPPY AND BURL, hiding near the stage entrance. BURL You can’t go out there! People will see you. SKIPPY How are you supposed to get famous without being seen? BURL You’re an Oddkin! There are rules. SKIPPY We make our own rules now, Burl. Skippy walks up onto the stage. People giggle and stare, not sure what to make of this. Must be some kind of trick? ON VICTOR, staring in disbelief. VICTOR Oh no. Patch pokes his head out of his coat. PATCH The cat’s out of the bag. Victor pushes Patch’s head back in; Gibbons’ head pops out. GIBBONS You have to stop him. You must protect our secret. Victor looks around, wondering what to do. And then he discovers something else: Colleen is in the audience! VICTOR Of all the places to go in this town she picks this one? ON STAGE Skippy hops up onto a stool in front of the microphone. SKIPPY You want to lower that mic, pal? I ain’t getting any taller. 77.

The MC adjusts the mike, stares at Skippy, looking for wires or anything that might explain this. SKIPPY You can go now. The MC walks off the stage. SKIPPY How ya doin’? My name’s Skippy and I’m your funny bunny tonight. A lot of people think rabbits like carrots, but that’s not true. I don’t care-at all for them. Skippy starts laughing. No one else does. Everyone just stares, dumbfounded. SKIPPY Okay, okay, maybe that went a little over your heads. Speaking of over your heads: how do rabbits travel? By hareplane. Skippy laughs again. Dead silence from everyone else. Skippy starts to look nervous. He glances over at Burl. SKIPPY You like elephants? I got a trunk full of elephant jokes. Get it? ‘Cause Elephants have trunks? AUDIENCE MEMBER Get that thing off the stage! This ain’t kiddie night! Someone BOOS. Others join in. Skippy is dying, humiliated. Colleen watches curiously. How is this possible? Then -- Burl runs onto the stage, hops onto the stool next to Skippy. BURL Obviously you’re not in the mood for jokes. So allow me to recite some lines of poetry from the great Rupert Toon. (he clears his throat) “Clouds are white but have no sight/And trees they have no knees/But dogs will bite and cats will fight/When they both have fleas.” More BOOS. Audience members start throwing food at them. 78.

VICTOR (O.S.) Step aside. Coming through. Victor works his way through the crowd and climbs onto the stage. He picks Skippy and Burl up by the ears. Whispers: VICTOR Follow my lead. (to the crowd) Toys seem to have a mind of their own sometimes, don’t they? Let me just shut these off. He pretends to shut them off. Skippy and Burl go limp. Victor sits down on the stool, holds them on his knees. Colleen lights up, surprised to see Victor. [Note: When Skippy and the Oddkins speak during the rest of this scene, they do so as if they’re ventriloquist dummies. Victor moves his lips to sell the effect.] VICTOR Seriously, though, what’d you people think it was, magic? A few chuckles. A bit of applause as they realize that they had been set up for Victor’s act. VICTOR Skippy, do you believe in magic? SKIPPY I’ll believe in anything if it gets me a laugh from this crowd. And it gets him one. Finally. VICTOR How about you, Burl? BURL Could you repeat the question? VICTOR Nevermind. Forget it. BURL I wish I could. But elephants never forget. VICTOR Where’d you hear a thing like that? 79.

BURL I don’t remember. More LAUGHTER. VICTOR Anyone else believe in magic? How about you, Amos? Amos pokes his head out of Victor’s jacket. AMOS Yes. But I don’t believe in talking bears. VICTOR What about talking cats and dogs? AMOS You’ll have to ask them yourself. Amos disappears into the coat and Butterscotch and Patch both pop their heads out. VICTOR How are you two this evening? BUTTERSCOTCH PATCH Fine, thank you. I was sleeping. The crowd applauds, thinking Victor is doing two voices at the same time. Butterscotch looks at the crowd. BUTTERSCOTCH Who are all those people? VICTOR I don’t know. I just met them. BUTTERSCOTCH Do they think it’s strange that you’re talking to stuffed animals? VICTOR Do you? BUTTERSCOTCH I think it’s very strange. VICTOR Who else thinks it’s strange? 80.

All the Oddkins poke their heads out and say “Yes, very strange” almost at the same time. They keep chattering to each other as Victor grabs a glass of water and drinks it. The crowd goes wild with LAUGHTER and APPLAUSE. Colleen gives Victor a big smile. Victor smiles back. VICTOR Thank you. Have a magical night. He closes his coat and walks off the stage to much APPLAUSE. EXT. LAFF SHACK - BACK STAGE - NIGHT Victor is sweating, both relieved and exhilarated. Everyone backstage pats him on the back. The MC tries to corner him. MC You were terrific! How would you like to be the headliner every Saturday night? VICTOR Talk to my agent. INT. DRESSING ROOM - SAME Victor enters, closes the door behind him and opens his coat. The Oddkins leaps out, excited. GIBBONS You saved the day, Victor. BURL We were killing it! We should take this show on the road! VICTOR You think they liked us? AMOS They loved us. I can’t believe you just made all that up. VICTOR I can’t either. SKIPPY (angry; depressed) I’m glad you’re all so happy. Woo- hoo. Break out the champagne. BUTTERSCOTCH What’s wrong now, Skippy? 81.

SKIPPY What’s wrong? Didn’t you see? I sucked. That’s what’s wrong. I ain’t funny. Skippy plops down on a table in front of a lighted mirror. No long-eared star born tonight. AMOS You weren’t that bad. PATCH Yes he -- Burl covers Patch’s mouth with his trunk. Skippy looks around at everyone. SKIPPY Why are you all here anyway? BUTTERSCOTCH We were worried about you. Skippy is touched. He looks at Amos and Gibbons. SKIPPY I’m sorry about what I said earlier. You were right, Amos. I’m a jerk. AMOS Don’t worry about it. (to Victor) So, Victor, about the key -- They are interrupted by a KNOCK on the door. COLLEEN (O.S.) Victor? Are you in there? Panic. Victor motions for the Oddkins to be quiet. VICTOR Stay here. Don’t move. INT. LAFF SHACK - BACK STAGE Victor squeezes out the door, keeping it closed behind him. Colleen smiles shyly. VICTOR Ms. Shannon. What brings you here? 82.

COLLEEN I really needed to laugh tonight. I’m so sorry about your uncle. VICTOR Thank you. Guess I needed to hear some laughter myself. COLLEEN Well, you were the cure for us all. Were those his Oddkins? Victor looks her in the eyes, really needs an ally. VICTOR Can you keep a secret? INT. DRESSING ROOM - NIGHT Victor enters with Colleen. The Oddkins are all lifeless, lying right where we last saw them. VICTOR Rise and shine everyone. Say hello to Ms. Shannon. They don’t move. VICTOR It’s okay. She’s a friend of the family. You can move now. They still don’t move. Victor looks a little embarrassed. VICTOR Don’t be shy. Stand up and say hello. But they still don’t move. Victor is annoyed. COLLEEN You’re just like your uncle. He always pretended they were real, talked about them like they were his children. Colleen picks up Amos. COLLEEN I haven’t seen you before. What’s your name? VICTOR That’s Amos. 83.

COLLEEN Hello, Amos. Aren’t you just cute as a button. She sets Amos down. And then something very strange happens. The ALPHA and OMEGA symbols on his sweater begin to GLOW -- a familiar BLUISH GLOW. No one else notices. COLLEEN Any other secrets, Victor? Colleen locks eyes with him. He is definitely smitten. VICTOR Would you like to get some coffee? INT. DOWNTOWN DINER - NIGHT Victor and Colleen sits across from each other in a booth. COLLEEN Quite honestly I was shocked when I saw you on stage. I always took you for the boring accounting type. Always so serious. VICTOR Accounting can be fun. Colleen laughs, assumes it’s another joke. COLLEEN Isaac never told me you were so talented. Or funny. VICTOR He never knew. To tell you the truth, I never knew. COLLEEN He would’ve been very proud to see you using his Oddkins to make people laugh. VICTOR Yeah. I wish he could’ve seen it. They both smile, look each other in the eyes. Clearly a chemistry. And an unspoken trust. EXT. DOWNTOWN DINER - NIGHT Victor’s car is parked in front. The windows STEAMED UP. 84.

INT. VICTOR’S CAR - SAME The Oddkins are inside, trying to peek out the window. Except Amos, who’s sitting ponderously by himself. GIBBONS Who’s the heavy breather? BURL Sorry. Burl uses his trunk to wipe the steam off the window. Patch looks out with his NIGHT VISION and sees Victor and Colleen. PATCH I see them. BURL Are they kissing? BUTTERSCOTCH Burl! Manners! Gibbons notices Amos. So preoccupied. So Serious. GIBBONS You’ve been very quiet. AMOS Something happened back at the laughing place. I’m not sure -- HEADLIGHTS fill the car as another car pulls in behind them. GIBBONS Everybody down! INT. DOWNTOWN DINER - NIGHT Victor and Colleen are still staring into each other’s eyes. VICTOR Ms. Shannon -- COLLEEN Colleen. VICTOR Colleen... I have a confession to make. It wasn’t all me tonight. The Oddkins... something magical happened. (beat... here goes nothing) They’re alive. 85.

COLLEEN Of course they are. VICTOR You know? COLLEEN Of course. They’re alive for anyone with an imagination. That’s the wonder of toys. VICTOR No, I mean -- they’re actually alive. They walk and talk and breathe and grab your tongue with chopsticks and -- She gives him a funny look. Is this part of his routine? Victor looks around, leans across the table. VICTOR Amos and the others -- they brought me a magic key tonight so I could be the new Toymaker. COLLEEN The key to Isaac’s shop? You’re going to take over his business? VICTOR No. It’s not exactly like that -- COLLEEN I think you’d be very good at it. Clearly she’s not understanding what he’s trying to say. VICTOR I’m not a toymaker. And -- (flustered) I have a favor to ask. I need to sell Uncle Isaac’s place and -- COLLEEN Victor, you can’t do that! That place was so special to him -- VICTOR I don’t have a choice. COLLEEN There’s always a choice. Unless you don’t want it. 86.

VICTOR You’re right. Maybe I don’t. EXT. DOWNTOWN DINER - NIGHT The CAR WITH THE HEADLIGHTS is still behind Victor’s Car. Nick Jagg steps out carrying his suitcase. He walks right past Victor’s car... INT. DOWNTOWN DINER - NIGHT Colleen looks heartbroken, disappointed in Victor. He’s feeling about a foot tall... the size of an Oddkin. VICTOR What I wanted to ask... will you take his Oddkins? Find them homes? COLLEEN I can’t believe you’re doing this. She gets up, takes some money out of her purse and throws it on the table. VICTOR Colleen, try to understand. COLLEEN I was wrong, Victor. Your Uncle would be anything but proud. She walks away and BUMPS right into... Nick Jagg! Their eyes lock for a beat. Do they know each other? COLLEEN Excuse me. As she walks way, he gives her a lecherous look. Then he sits across from Victor, sets the suitcase on the table. JAGG Victor Bodkins? VICTOR Do I know you? JAGG I’m the guy who’s going to buy your property. Jagg opens the suitcase. Turns it toward Victor. Victor’s eyes nearly pop out when he sees all the money inside. 87.

JAGG Two-point-three-seven million. Cash. I’ll buy it right now. The building, the land, everything inside. Including the toys. As Victor stares spellbound at all that money -- INT. VICTOR’S CAR - NIGHT Patch watches as Victor holds up a wad of bills. PATCH He’s talking to some guy with a suitcase full of money. GIBBONS He’s selling Isaac’s place. We have to stop this. Amos watches Colleen walk away. He opens the door, hops out. BURL Where’s he going? The other Oddkins jump out and join Amos as he watches Colleen walking further and further away. BUTTERSCOTCH What are you doing, Amos? AMOS It’s not Victor. GIBBONS What do you mean? AMOS The new Toymaker. It’s not Victor, it’s Colleen. SKIPPY What makes you so sure? AMOS Uncle Isaac said I’d be the first to know. And I know this more than I’ve ever known anything. She’s the new Toymaker. Amos runs down the sidewalk after Colleen. The others follow. After they’re gone, Rex and the evil toys step out of the shadows. 88.

LIZZIE She’s the new Toymaker? REX This is our chance to kill two birds with one stone. We’ll get the key -- JACK WEASEL -- and make sure she disappears. REX Stinger! Go! Bzzzzzzzzzz. Stinger takes off. EXT. FOGGY STREET - NIGHT Amos and the Oddkins run through a PATCH OF FOG. SKIPPY Where is she? I can’t see a thing. Patch’s CLAWS extend and he cuts a big hole in the fog. The Oddkins look through and see: an empty street. No Colleen. But they do see an arched ZOO ENTRANCE just ahead. INT. ZOO - NIGHT Amos and the Oddkins step out of the fog bank and walk through the BARS of an IRON GATE at the Zoo’s entrance. It’s eerily quiet. No one around. AMOS Split up. We have to find her. As they spread out... ON PATCH -- He moves stealthily from shadow to shadow like a true Ninja cat... and ends up in front of a TIGER’S CAGE. Only he doesn’t see any tiger until -- RRRRRRRRRRR!!!! The Tiger appears out of nowhere and ROARS. Patch’s eyes practically pop out of his head as he stares into the mouth of the beast. Patch SCREAMS and runs away... PATCH I’m an indoor cat! I’m an indoor cat! Somebody get me out of here! 89.

ON BURL -- Snooping around. BURL Colleen? Are you here? Hello? He sees a sign for the ELEPHANT EXHIBIT. Reads -- BURL “Elephants -- Proboscidea -- are large majestic mammals who roam the Africa savannah.” Majestic. I like that. (continues) “They are extremely intelligent and have memories that span many years.” Extremely intelligent. Sounds just like me. As he continues, he fails to notice the SNAKE-LIKE TRUNK of a REAL ELEPHANT sneaking up behind him, sniffing him. BURL “People of all ages love elephants and they are one of the most popular attractions at the Zoo.” (a realization) A majestic, intelligent Proboscidea loved by everyone. This is where I belong. Right here with my own kind. Suddenly the ELEPHANT’S TRUNK wraps around Burl and lifts him up to examine him. Burl stares into its giant wise eyes. He is in awe, speechless. The elephant gently sets Burl down on the ground. Burl stares up at the giant towering pachyderm with its large tusks, floppy ears, and legs the size of tree trunks. BURL I’m not really one of you, am I? The elephant shakes its head, turns and disappears into the shadows, leaving Burl feeling very small. ON THE ODDKINS -- Regrouping under a STREET LAMP near the zoo entrance. 90.

AMOS She’s gone. I wasted all this time chasing the wrong person. And now I lost the right one. He sits down, dejected. AMOS I had one job to do and I failed. I’m a terrible leader. Skippy sits down next to him, followed by Patch and Burl. SKIPPY And I ain’t funny. PATCH And I’m a coward. BURL And I’m not an elephant. And I didn’t memorize all the poems of Rupert Toon. I made them up. SKIPPY You’re Rupert Toon? Everyone is surprised by this revelation. Skippy LAUGHS. SKIPPY What a team, huh? A bunch of losers trying to save the world. BUTTERSCOTCH You’re not losers. None of you. You’ve all been trying so hard to be something you’re not that you forgot what you really are -- you’re Oddkins! Before anyone can respond they hear a SCARY MANIACAL LAUGH coming from somewhere in the night. Patch’s ears turn toward the source. He runs toward the sound -- PATCH’S NIGHT-VISION POV: scanning, scanning, and there’s Jack Weasel rolling toward them. Suddenly, something else pops up right in front of Patch’s POV -- GEAR! Gear yanks out one of Patch’s eyes. PATCH Meoooooow!!! His WARNING CRY echoes through the night... 91.

INT. DOWNTOWN DINER - NIGHT Victor continues to stare at the money in the suitcase. JAGG Do we have a deal? Victor hesitates, looks at Jagg suspiciously. VICTOR How did you know I was here? JAGG I guess I’m just lucky. VICTOR And you just happened to have two- point-three-seven million dollars with you. I haven’t even listed the price. JAGG I’m a good guesser. Take the money, Victor. VICTOR I can’t. It’s not for sale. Victor gets up and walks away. Jagg follow after him. EXT. DOWNTOWN DINER - NIGHT Victor walks up to his car, notices the door is open. JAGG This is not the kind of offer you can walk away from, Victor. Suddenly, Stinger FLIES out of the car right at Victor. Victor jumps back and -- CRACK! -- Jagg hits him in the head with the suitcase. He falls to the ground, out cold. EXT. ZOO - NIGHT The Oddkins race through the zoo, chased by Jack Weasel and Gear. Jack LAUGHS crazily as he rolls after them. Sparks fly from his spiked wheel. JACK WEASEL Oddkins, Oddkins, Oddkins. Come and play, come and play. The Oddkins turn a corner and find: Rex and Lizzie. 92.

REX Hello, soft-bellied ones. Gear and Jack Weasel roll up behind the Oddkins. They’re surrounded. Gibbons aims his walking stick at them. GIBBONS Step aside, Rex. REX Hit me with your best shot. Gibbons glares at him, then lowers his walking stick. REX Just what I thought. Rex raises his cane, blade extended. REX I’ve waited a long time for this, you traitor! The Oddkins all look surprised by this news. REX What? He didn’t tell you? Allow me to inform. Your friend Gibbons was one of us. I made him with my own hands... my human hands... when I had them. GIBBONS That was a long time ago, Rex. I’m an Oddkin now. REX Then you’ll die with them. Rex attacks with his cane, brandishing it like a sword. Gibbons uses his walking stick like a sword and fights back. The Oddkins -- kept out of the fight by Lizzie, Gear, and Jack Weasel -- watch helplessly. Gibbons and Rex duel, matching blow for blow until Rex knocks the walking stick out of Gibbons’ hand and holds his blade to his throat and parades him in front of the Oddkins. REX The key or his head. GIBBONS Don’t do it! Don’t give it to him! 93.

Rex makes a little cut on Gibbons’ neck and we see stuffing starting to poke through. Amos looks concerned. REX Last chance. Rex starts to cut even more -- AMOS Stop! You can have it. Amos steps forward, holds out the key. Rex lets go of Gibbons and snatches it from Amos’s hands. GIBBONS You got what you wanted, Rex. Now go. Leave us. REX I’m afraid I can’t do that. What good is having the magic if I can’t use it to destroy the Oddkins! He LAUGHS, holds the key above his head and... nothing happens. He gives it a SHAKE, holds it up again. Nothing. Rex quickly loses his patience and BREAKS the key in half only to discover: there’s nothing inside! GIBBONS Do you think we were foolish enough to keep it where you did? REX Where is it!? GIBBONS Somewhere you will never find it. Gibbons grabs his walking stick. Rex is ready to fight. REX Don’t be so sure. He attacks. Gibbons tries to fend him off as the Evil Toys enter the fight. A metal hand lands on Amos’s shoulder, spins him around. GEAR Smash! Rip! Destroy! AMOS You’re a man of very few words. 94.

Gear throws Amos and he lands with a THUD far, far away. Skippy leaps on Gear, but Gear grabs his ears and lifts him off the ground. LIZZIE Hello, honey bunny. Skippy looks over his shoulder and sees Lizzie approaching, holding out her cigarette holder with the RED HOT TIP. LIZZIE Looks like you’re in the hot seat. She sets his tail ON FIRE. Gear drops him and Skippy runs in circles, smacking his flaming backside -- SKIPPY My tail! My Tail! -- until he finds a PUDDLE and sits in it. Steam rises up. ELSEWHERE -- Jack Weasel grabs Patch, tries to pull him inside his box. Patch struggles, swipes at him with his claws, scraping paint off Jack’s box...... while Lizzie squares off against Butterscotch. Butterscotch GROWLS. We’ve never seen her this angry. LIZZIE They say every dog has her day. I guess this will be yours. Butterscotch lunges at her, but Lizzie SLASHES one of her legs with the sharp blade sticking out of her stiletto heels. Nearby, Rex knocks Gibbons on his butt, ready to finish him. REX Before I cut you in half, I want you to know one thing: I never liked you. And -- make that two things -- I will find the Toymaker Magic. Out of nowhere, Burl charges at Rex. But Rex is nimble and quick and CUTS OFF one of Burl’s ears. Then he returns to Gibbons, ready to deliver the fatal blow when -- Burl lets out a LOUD ELEPHANT ROAR!!! So loud and elephant- like that it makes all the toys stop and look at him. 95.

The ground suddenly RUMBLES and SHAKES as the REAL ELEPHANT CRASHES though its gate and charges at Rex and the Evil Toys. They flee for their lives. Just as they are about to reach the Zoo entrance, Jagg’s SPORTS CAR arrives on the scene. INT. SPORTS CAR - SAME Jagg stares in disbelief as the elephant charges straight at his car... right on the heels of Rex and the Evil Toys. Victor regains consciousness in the back and sees it all. Jagg opens the passenger side door -- JAGG Get in! Quick! Rex and the others leap inside... as Victor leaps out of the back door at the exact same time. REX Forget about him! Drive! Jagg tries to turn around but the elephant SLAMS into the side of his car. It SLAMS it again, turning the car completely upside down with Jagg and the toys inside. Stinger flies out and -- WHACK! -- the elephant bats it away with its trunk. Jagg and the Evil Toys are out of the game. The elephant turns and walks away. Burl is standing right in his path with the battered and grateful Oddkins. BURL Thank you, friend. The elephant raises its trunk and gives a MIGHTY ROAR. Then it stomps away, passing over the Oddkins. Victor joins them as the elephant disappears into the night. VICTOR You guys okay? GIBBONS Nothing a few stitches and patches can’t fix. VICTOR I believe you now, Amos. And I’m ready... I’ll be the new Toymaker. AMOS It’s not you. OFF Victor’s bewildered look -- 96.

EXT. WONDERSMITH TOYS - NIGHT Colleen’s cute little cottage of a toy store is wedged between sleek office buildings. A LIGHT is still on in her upstairs apartment. INT. WONDERSMITH TOYS - NIGHT Cute as can be inside as well. Her toys are all somewhat old fashioned. Nothing electronic. There’s a whole display of Oddkins, including the twelve new ones she just bought. Someone is POUNDING at the heavy oak door. Colleen, dressed in yoga pants and a sweatshirt, rushes down the stairs. COLLEEN We’re closed! Come back tomorrow. She looks though the peephole then opens the door, revealing: Victor, holding all the Oddkins. Except Amos. COLLEEN Victor? Are you okay? VICTOR I’m not selling my uncle’s shop. In fact... I’m giving it to you. COLLEEN I don’t understand. Why? Amos step out in front of Victor, looks up at Colleen. AMOS Because you’re the New Toymaker. Off her incredibly stunned look -- INT. WONDERSMITH TOYS - LATER A stuffed animal “hospital ward.” The twelve Oddkins that Colleen purchased are “alive” and watching as Colleen SEWS something onto Skippy’s backside. The other Oddkins have already been patched up: Burl has a new striped ear. Patch is wearing an EYE PATCH over his missing eye. Butterscotch and Gibbons have been stitched up with colorful thread. COLLEEN You’re good as new, Skippy. Skippy examines his new tail in the mirror. It is a five- pointed star stitched to his bottom. 97.

COLLEEN You may not get your star on the Walk of Fame, but you’ll always have this one. Because from what I’ve just heard you deserve it. You all deserve stars for what you did tonight. If they could blush they would. Except for poor Gibbons. He sits off to the side. The others look at him. BUTTERSCOTCH Is it true, Gibbons? You used to be one of them? GIBBONS I’m not proud of the fact, but yes, it’s true. AMOS What made you change? GIBBONS Isaac Bodkins. INT. CHARON TOY STORE - DAY (FLASHBACK) Young Isaac is dusting shelves as a SPOILED LITTLE GIRL look at the toys. Her MOTHER waits by the door. MOTHER Pick anything you like. The Spoiled Girl looks up at a shelf of strange-looking stuffed animals. She sees a curious foot sticking out from behind the other animals. She stands on the bottom shelf, reaches up and gives it a tug. It won’t budge. Another tug and she pulls the creature into the light. It’s Gibbons. SPOILED GIRL Ew! You’re ugly! She loses her balance and falls, pulling Gibbons down with her. She SCREAMS as he lands on top of her. SPOILED GIRL Get it off me! Get it off me! The Mother helps the crying girl to her feet. MOTHER What’s wrong my little angel? 98.

SPOILED GIRL It’s horrible! It’s ugly! The mother picks up Gibbons. Is appalled. Turns to Isaac. MOTHER How can you sell such a horrible thing!? She throws Gibbons across the room. He hits his snout on the wall and his glasses bend. The mother grabs her daughter and whisks her away. When they’re gone, Isaac picks up Gibbons. YOUNG ISAAC Don’t pay any attention to them. They don’t know what they’re talking about. (picks up Gibbons glasses) Let me fix those for you. He sets Gibbons on the counter, straightens his glasses and places them back on his snout. YOUNG ISAAC Now let’s have a look at you. (studies Gibbons) You’re a very handsome toy. Yes, indeed. And quite refined. If I were picking a toy, I’d want one just like you. Do you have a name? Young Isaac pretends to listen. YOUNG ISAAC Gibbons, you say? That’s a wonderful name. Gibbons, will you be my friend? GIBBONS (O.S.) Uncle Isaac was the first person to treat me with kindness and respect. He made me feel special and not like some monster. INT. CHARON TOYS WORKSHOP (FLASHBACK) - NIGHT Young Isaac, scared and helpless, is sitting on the floor inside the cage. A door opens, LIGHT FLOODS in. Young Isaac looks up and sees a SILHOUETTE in the doorway. YOUNG ISAAC Gibbons? 99.

Gibbons walks up to the cage. Holds out his hand. The key with the Toymaker’s Magic is in his palm. BUTTERSCOTCH (O.S.) You were the one who let him out. INT. WONDERSMITH TOYS (PRESENT DAY) - NIGHT The Oddkins look at Gibbons with new respect. GIBBONS I discovered a new kind of magic that day. It is called love. Even bad toys can be good if you give them love. Victor innocently puts his arm around Colleen. VICTOR Where’s the Toymaker Magic? If it wasn’t in the key, where is it? GIBBONS Amos has it. Shock. Everyone stares at Amos. He is as blind-sided by the news as they are. AMOS I don’t -- Gibbons points his walking stick at the Alpha and Omega symbols on Amos’s sweater. GIBBONS You’ve had it the whole time. Amos looks down at his sweater. Colleen picks him up and the symbols begin to glow. A BLUISH GLOW from the magic inside. The Oddkins all “Oh” and “Ah.” GIBBONS Colleen, will you accept the Toymaker Magic? Before she can answer, a PICK-UP TRUCK SMASHES through the front of Colleen’s store. The jolt causes Amos to fly out of Colleen’s hands... Amos sails through the air in SLO-MO -- his symbols glowing. Rex watches and jumps through the broken windshield onto the hood. In one quick move he draws his blade and SLASHES it across Amos’s chest, cutting through the symbols... 100.

Amos lands on the ground, perfectly fine except for the slash across his sweater... and the BLUISH GLOW of the Toymaker Magic spilling out of the Alpha and Omega symbols. It SWIRLS in the air like a living, electric mist. Rex hold up his cane and the Toymaker Magic is sucked right into it. And then there is a blinding FLASH OF LIGHT. When it dissipates, Rex falls limply onto the hood of the truck, cane still in his hand. No one is quite sure what just happened until -- Nick Jagg steps out of the truck. But he’s not the same. He’s wearing a TUXEDO, WHITE GLOVES, and TOP HAT. His features are distorted. It’s still Jagg’s face, but now he looks like a life-size, human version of the Rex marionette. JAGG-REX I’m back! Everyone is stunned. Victor turns to Amos and the Oddkins. VICTOR Take Colleen and go! As the Oddkins and Amos flee with Colleen, Victor lunges at Jagg-Rex. They fight, both trying to get their hands on the cane (which now contains the magic). JAGG-REX Go! Don’t let them get away! Gear, Jack Weasel and Stinger take off in pursuit as Jagg-Rex and Victor fight. Colleen’s twelve Oddkins watch until -- PENGUIN I’m about to lose my cool. The twelve Colleen-Oddkins leap onto Jagg-Rex, poking his eyes, pulling his ears. As he tries to shake them off, Victor breaks free, gets his hand on the cane and -- SZZZZ! -- a RED HOT poker brands Victor’s hand. Victor drops the cane, sees: Lizzie. She grabs the cane -- LIZZIE Rexy! Catch! -- and tosses it to Jagg-Rex. He grabs it (it’s the size of a WAND to him), points it at Victor and the Oddkins and a BLUE BURST OF ENERGY sends them flying across the room. 101.

JAGG-REX Thank you, gorgeous. LIZZIE Ah, Rexy! I knew you’d come back! She leaps onto his shoulder, kisses his cheek. JAGG-REX Let’s make some toys. EXT. TECH-TOYZ - DAY It’s RAINING. Colleen and the Oddkins reach the front door of the High-Tech toy store across from Colleen’s shop. But they all suddenly look very tired and sluggish. PATCH What’s happening? I feel weak. The others all agree. Something’s wrong. GIBBONS Our magic is starting to fade. The doors are locked. Gear and Jack Weasel are across the street, heading their way. Stinger flies ahead, closing in. Colleen notice a small window opening above the door. COLLEEN Skippy, if I get you inside, can you unlock the door? SKIPPY I’ll hop right to it. Colleen lifts Skippy up to the window. He crawls inside then drops down to the floor. He jumps, tries to grab the lock, but can’t make it. He’s losing the spring in his step. BURL Incoming! Stinger flies right at them, his stinger telescopes to three- times its regular size. Colleen grabs the LID off a TRASH CAN and gives Stinger a hard WHACK! He spins through the air, lands hard on the pavement. But he’s not out for the count. Not at all. INISDE: Skippy tries once more to reach the lock but keeps coming up short. 102.

SKIPPY I can do it, I can do it, I can -- Skippy leaps with everything he’s got and -- CLICK! -- he unlocks the door. Colleen pulls it open and the Oddkins run inside. She closes and -- CRASH! -- Stinger hits the glass. INT. TECH-TOYZ - NIGHT The store is filled with electronic toys: videogames, playstations, iThis and iThat. Colleen locks the door. Stinger hovers in the air right outside. Gear and Jack Weasel reach the door and start BANGING against it. COLLEEN Upstairs. Let’s go. She scoops up the Oddkins, carries them up the escalator to: THE SECOND FLOOR Filled with REMOTE CONTROLLED and BATTERY POWERED CARS. And FLYING DRONES. When they reach the top, Colleen looks out a window and see the pick-up truck sticking out of her store. COLLEEN Victor’s still there. I have to save him. AMOS And we need Rex’s cane before he does something really bad. Outside: Jagg-Rex walks into the middle of the road. He aims his CANE up into the air and the MAGIC GLOW SHOOTS into the sky, creating a GLOWING BLUISH FOG that begins to spread over the entire city... GIBBONS I’m afraid we’re too late for that. EXT. CITY SKYLINE - NIGHT The GLOWING BLUE FOG engulfs the entire city... INT. LITTLE BOY’S BEDROOM - NIGHT As the child sleeps, cuddling his cute stuffed bear, it suddenly comes alive with an evil expression on its face. The bear GROWLS like a grizzly. The kid wakes up and SCREAMS. He leaps out of bed and runs out of the room. 103.

INT. LITTLE GIRL’S BEDROOM - NIGHT A large STUFFED PINK UNICORN comes to life. It approaches the bed, eyes glowing. Then it EXPLODES like a pinata and dozens of GOOFY-BUT-CREEPY PINK TINY MUTANT UNICORN-CRITTERS spill out and start crawling all over the girl’s bed. She freaks out and pulls the covers over her head. INT. ANOTHER BOY’S BEDROOM - NIGHT TONKA TRUCKS come alive, their grills twisted into EVIL TOOTHY GRINS. A group of TOY SOLDIERS come to life with faces like ZOMBIES. They march out of the boy’s room... EXT. CITY STREETS - NIGHT Lights are coming on inside all the homes and apartments. SCREAMS fill the night. PARENTS run outside in the rain, holding their children...... while EVIL, POSSESSED TOYS march into the streets. CARS SWERVE to miss them... and CRASH into each other. Toy mechanical SPIDERS crawl across buildings, spinning WEBS that catch PEDESTRIANS. It’s total chaos! INT. WONDERSMITH TOYS - NIGHT Victor and the Oddkins rise up from under collapsed shelves, and find themselves facing a group of possessed BABY DOLLS. EXT. TECH-TOYZ - NIGHT Jagg-Rex DANCES in the street with Lizzie on his shoulder as he hears the SCREAMS in the night. JAGG-REX There will be no sweet dreams tonight my dear! INT. TECH-TOYZ - NIGHT Gibbons sinks down in defeat. GIBBONS We lost. It’s over. AMOS It’s not over! We can still get the Magic back. PATCH How? We don’t have much time left. 104.

AMOS As long as there’s any magic left in us, we have to keep trying. Uncle Isaac believed in us. All of us. It’s time to start believing in ourselves. Who’s with me? The Oddkins exchange looks and then gather around Amos. Only Skippy remains. Then he leaps up, puts his arm around Amos. SKIPPY If I can’t be famous, then I’ll stand with Amos. BURL Hey, that rhymes. SKIPPY Must be all that Rupert Toon poetry rubbing off on me. They smile. A team united. INT. TECH-TOYZ - DOWNSTAIRS - NIGHT Gear SLAMS his FIST into the glass door one more time and it SHATTERS into a million pieces. Gear marches in. Jack Weasel rolls in. Stinger flies in. JACK WEASEL Oddkinsssss... come out and play. The Evil Toys mount the escalator. Stinger flies ahead... INT. TECH-TOYZ - SECOND FLOOR - NIGHT ... and hovers at the top, looking around. No sign of the Oddkins. Gear and Jack Weasel reach the top, ready to fight. JACK WEASEL Oddkinsssss... stop hiding. We want to play with you. A faint noise breaks the silence. Sounds like an engine. It gets louder and louder until a BATTERY-POWERED CAR appears. It’s blue with red and yellow flames painted over the hood and on the sides. Skippy is driving with Burl riding shotgun holding an electronic GALACTIC HERO PHOTON GUN that fires ping-pong balls. Burl BLASTS away at Gear and Jack Weasel. One of the balls hits Weasel right in the face. 105.

BURL POP! Goes the Weasel! Jack Weasel SNARLS and races after them -- DOWN THE AISLES -- It’s a drag race. Skippy and Burl in their car vs. Jack Weasel. They are neck-and-neck, taking hairpin turns... Jack maneuvers up beside them. SHARP BLADES extend from the rims of his wheel and SLICE into the side of the car. Skippy swerves, tries to bump Jack away but Jack stays on them... ELSEWHERE -- Gear marches down an aisle, his head scanning left and right. He turns a corner and sees -- Another BATTERY-POWERED CAR at the end of the aisle. Its motor REVVING. Gibbons is at the wheel; Patch rides shotgun. PATCH Have you ever played chicken with a gear-head? GIBBONS Can’t say that I have. Gibbons floors it. They speed straight at Gear. Gear runs straight for them. Getting closer... closer... closer... At the last second, Gear kneels down and the car rockets over him like he’s a ramp. The car flips in the air and CRASHES, skidding on its side until it SLAMS into a wall... MEANWHILE -- Colleen steps out from behind a STOREROOM DOOR, holding Butterscotch in her arms. COLLEEN All clear. Let’s go get Victor. MAIN FLOOR Colleen races for the door -- but Stinger suddenly appears, blocking their way. He dive bomb, backing Colleen away from the door. Colleen tries to swat him away while holding Butterscotch, but he keeps dive bombing her until -- -- a TOY DRONE buzzes through the air, Amos riding on top! 106.

He flies right at Stinger and they engage in an aerial dogfight... they swerve, spin, and maneuver, giving Colleen a chance to run out of the store. ON THE DRAG RACE -- Skippy and Burl are still neck-and-neck with Jack Weasel when Skippy sees Amos flying just ahead of them. SKIPPY Hold on! Skippy floors it, speeds right for the escalator. They go over the edge... airborne... as Amos reaches down and grabs them. Their car CRASHES...... and Jack Weasel TUMBLES ass-over-teacups down the escalator stairs, YELLING and MOANING as he hits each step. His wheels pop off. His box shatters. By the time he reaches bottom he is a bodyless accordion with a head. UP ABOVE -- Amos drops off Skippy and Burl then continues his air battle with Stinger. Burl and Skippy grab the Galactic Hero Photon Gun and FIRE at Stinger, providing ground cover for Amos. ELSEWHERE -- Gibbons and Patch extract themselves from the crashed car as Gear stomps toward them. Patch extends his claws. PATCH I look forward to kicking your can. Gear swings at him. Patch dodges the blow then scrapes his claws across Gear’s chest. PATCH A little cat scratch fever for ya. Gear takes another swing but Patch is Ninja-quick, using every ounce of energy and magic he has left. He dances circles around Gear. Gibbons watches with delight. Gear gets frustrated, swings wildly. Patch flips in the air, lands on Gear’s back and RIPS Gear’s eye out with his claws. PATCH Eye for an eye. Domo arigato. Gear stumbles about and Gibbons whacks his legs out from under him with his walking stick. 107.

GIBBONS Watch your step. Gear falls backwards down the escalator. When he hits bottom his head falls off and rolls next to Jack Weasel. Weasel SCREAMS, his eyes nearly popping out of his head. Patch smiles. And collapses. Gibbons rushes to his side. GIBBONS Hang in there, Patch. INT. WONDERSMITH TOYS - NIGHT Colleen enters with Butterscotch. COLLEEN Victor? Are you in here? They look around and see: Victor and her twelve Oddkins. Tied up from head-to-toe with packing tape and ribbon. The possessed dolls step out of the shadows. LIZZIE (O.S.) Nice work, girls. Colleen turns around. Jagg-Rex is standing in the doorway with Lizzie on his shoulder. COLLEEN What did you do to them? JAGG-REX Nothing compared to what I’m going to do to you. Bodkins saw something in you so that makes you a threat. And threats must be eliminated. INT. TECH-TOYZ - NIGHT Skippy and Burl keep firing an onslaught of Ping-Pong balls at Stinger, but they can barely hold the gun up anymore and finally collapse. Amos circles around, zig-zags, but Stinger gets right on his tail. Amos looks down at his power-gage -- the drone is losing battery power and he’s losing magic power. There’s not much time so he flies through the shattered glass door -- EXT. TECH-TOYZ - NIGHT -- and hovers in the air above the street. Amos can barely hold himself up. 108.

AMOS Just a... little... longer. He looks down the street, sees a TRUCK rapidly approaching. Amos guns it, flies across the street. Stinger follows and -- SMACK! -- hits the Truck’s windshield and shatters into pieces. Amos’s drone SPUTTERS, starts to lose power... INT. WONDERSMITH TOYS - NIGHT Colleen is tied up. Jagg-Rex extends the blade of his cane, ready to use it. But Colleen just stares at him curiously. COLLEEN I saw you at the diner. That was you wasn’t it? JAGG-REX Yes... no. It was and it wasn’t. I needed the body. What do you think? Does it fit? LIZZIE It fits perfectly. Now get rid of her, Rexy, and let’s go celebrate. JAGG-REX Actually, I have a better idea, my dream. How would you like to have a body of your very own? LIZZIE A real body? Flesh and blood, just like you? JAGG-REX Just like me. Only prettier. He points his cane at Colleen. JAGG-REX Will this one do? Lizzie leaps up onto Colleen, inspects her. LIZZIE A little plain. But I could fix her up real nice. 109.

JAGG-REX This will only hurt for a second, my rose. He aims the cane/wand at Lizzie. ZAPS her with an energy blast and a RED ENERGY BALL (her lifeforce) is lifted out. He aims the wand at Colleen. Victor watches in horror. JAGG-REX Would you mind holding on to this little toy of mine for, oh, let’s say forever! AMOS (O.S.) Nooooooooo!!! Just as Rex is about to zap Lizzie’s lifeforce into Colleen, Amos sputters in on the drone. He grabs the cane out of Jagg-Rex’s hand... and then runs out of power and CRASHES to the ground. The drone is on top of him. And the cane just out of reach. Lizzie’s soul returns to her wooden body. LIZZIE What happened, Rexy? I don’t feel so fleshy. Jagg-Rex throws off his top hat. JAGG-REX I’m going to tear that bear limb from limb with my own bare hands! He takes off his gloves and Colleen sees his knuckle tattoos. N-I-C-K. J-A-G-G. COLLEEN Nick Jagg. I knew I recognized you. Jagg-Rex’s expression quickly changes as if Nick Jagg took control for just a second. But then it fades. JAGG-REX Nick Jagg is currently unavailable. But if you’d like to leave a message -- He walks over to Amos. Amos, weakened, struggling to get out from under the drone. 110.

COLLEEN It’s me. Colleen Shannon. We went to school together. JAGG-REX Pay no attention to her, Nick. Just grab the cane and the bear. COLLEEN In grade school you used to always bring your stuffed dog to class -- JAGG-REX Quiet! COLLEEN -- but something happened. JAGG/JAGG-REX They took it from me! They made fun of me and took it from me! COLLEEN I remember. They were mean kids -- JAGG/JAGG-REX They’re all mean! Every kid, everywhere! Jagg-Rex picks up the tiny cane, then tosses the drone aside and reaches for Amos. COLLEEN Was I mean? Jagg-Rex’s features change. Jagg is momentarily in control. JAGG No -- JAGG/JAGG-REX Enough! He’s mine! Jagg-Rex tosses the drone off Amos and reaches down to grab him, but Jagg resists. COLLEEN Fight him, Nick! I know there’s a good person inside of you. Butterscotch limps over and stand between Jagg-Rex and Amos. BUTTERSCOTCH I know you’re good too, Nick. 111.

A smile forms on Jagg’s face when he sees Butterscotch. His features return... only now they look more childlike. JAGG-REX Nick! We had a deal! Don’t you -- JAGG Get... out of me!!! WHOOSH! A RED ENERGY BALL rockets out of Nick Jagg’s body. Jagg takes a deep breath. Free at last. LIZZIE What did you do to him!? Lizzie, still on Jagg’s shoulder, starts hitting him in the head. Jagg tosses her aside. Then he picks up Butterscotch and holds her. He looks at Colleen. Can’t form words. His eyes fill with tears... EXT. CITY - NIGHT The evil cloud of magic disappears. The rain stops. And throughout the city all the toys return to normal... INT. WONDERSMITH TOYS - NIGHT Colleen runs over to Victor, pulls the tape off his mouth. VICTOR Don’t worry about me. Take the magic. Amos, with what little life he has left, crawls over and holds out Rex’s cane. AMOS It’s yours. If you’ll accept it. And I really hope you do, because I don’t want to go through another night like this. COLLEEN I accept. Amos is about to hand it to her when -- SCHWING! -- Stinger’s stinger pierces right through Amos’s belly. Amos looks down in shock. He turns around and sees the Rex Marionette holding the stinger. Lizzie is beside him. REX I believe that belongs to me. 112.

Gibbons, Skippy, Burl, and Patch limp inside, holding each other up, just in time to see -- SLICE! SLICE! SLICE! Rex slices Amos’s belly in several places and stuffing spills out. Amos looks confused, scared. Then he falls down, lifeless. COLLEEN ODDKINS Amos! Amos! The Oddkins run up to Amos as Rex reaches for the cane. GIBBONS No!!!!!! Gibbons attacks Rex, beats him with his walking stick. Rex is caught off balance... Nick Jagg grabs the cane... JAGG Colleen! ... and tosses it to Colleen. As soon as it’s in her hands, she glows radiantly as the magic transfers to her. The Oddkins -- all but Amos -- start to glow, their life force returning. Fully powered up, Colleen aims the cane at Rex and Lizzie who are terrified, their knees knocking. COLLEEN Go back to where you belong, you evil things! A BLAST OF ENERGY blows Rex and Lizzie out the door -- EXT. STREET - NIGHT They land in a stream of RUSHING WATER that carries them down into a STORM DRAIN. Washed away forever? INT. WONDERSMITH TOYS - NIGHT The “makeshift” hospital ward. Amos’s body is on Colleen’s workbench. His abdomen is opened and there’s very little stuffing inside. All the Oddkins are gathered around him. VICTOR Can you help him? GIBBONS Once the life has completely left an Oddkin, nothing can bring it back. Not even the Toymaker Magic. 113.

PATCH He was a brave bear. BURL And a great leader. They are overcome with sadness. Butterscotch pulls on one of her threads, reaches in and pulls out some of her stuffing. BUTTERSCOTCH I’d like to give him some of my stuffing. GIBBONS There’s no need. BUTTERSCOTCH Didn’t you say that love is a kind of magic, too? Gibbons puts his finger to his snout, then reaches under his vest and pulls out some of his own stuffing. The others do the same. Colleen, touched by their sacrifice, collects their stuffing. COLLEEN I’ll see what I can do. INT. WONDERSMITH TOYS - LATER The Oddkins are gathered around Amos once again. He is full of stuffing and all sewed up, but he’s still lifeless. BURL Come on, Amos. We need you. SKIPPY I’m sorry I ever called you a mess. You’re not a mess. I’m the mess. The Oddkins stare down at their lost friend and leader. And then something strange happens. A single TEAR rolls from Skippy’s eye and lands on Amos... Amos’s eyes flutter open and he takes a deep breath. AMOS Aaaa... mos. They all cheer and give him a giant group bear hug. It’s a happy celebration. Victor puts his arm around Colleen. VICTOR You ready to be the new Toymaker? 114.

COLLEEN I’m going to need a good business partner. VICTOR I think I know just the guy. EXT. LEBEN TOYS - DAY A LONG LINE OF CARS fills the driveway, leading up to Leben Toys. It has been newly painted and a BANNER hangs in front: “ODDKINS GIVEAWAY DAY!” GIBBONS (V.O.) And so a new chapter in Toymaker history began. Colleen started making Oddkins the very next day. INT. LEBEN TOYS SHOWROOM - DAY Victor and Colleen are handing out Oddkins to happy, smiling kids and parents... GIBBONS (V.O.) With the money Victor received from a new investor -- We then see NICK JAGG, wearing a “Toymaker’s Apprentice” apron, putting more Oddkins on the shelves. GIBBONS (V.O.) -- two-point-three-seven-million to be exact -- he was able to pay off all the debts. They had plenty left over to make a lot of children very happy. As for the Oddkins, the great heroes of this tale -- INT. LEBEN TOYS COMMON ROOM - DAY Amos, Butterscotch, Burl and Patch are talking to a group of new ODDKINS, showing them the ropes. GIBBONS (V.O.) Butterscotch, Patch, Burl, and Amos decided to stick around to teach and look after all the new Oddkins. As for Skippy -- INT. LAFF SHACK - NIGHT Skippy is performing on stage with the MC, part of a new ventriloquist act. Colleen and Victor are in the audience, LAUGHING and smiling proudly. 115.

GIBBONS (V.O.) He was purchased by a very big kid and performs two shows a night with him, six days a week. He’s happy as can be and living the dream. INT. LEBEN TOYS TOWER - NIGHT Gibbons finishes writing in the “Toymaker Chronicles” book. GIBBONS As for me, I try to get out more often. I was inspired by these words from the great Rupert Toon: “Real happiness in life depends/on having true and faithful friends./Riches, fame, interesting studies/--none are half as good as buddies.” Gibbons closes the books and we -- FADE OUT TO: INT. SEWERS - NIGHT Rex and Lizzie slosh through the filthy sewers. Their both drenched and filthy. Lizzie cigarette holder is bent. LIZZIE Look at my dress. It’s a mess. REX After all that’s happened, that’s what you’re complaining about? LIZZIE You said you were going to be the Toymaker again. You promised! REX I will. This is just a minor setback. They turn a corner and see several PAIRS OF GLOWING RED EYES before them. The creatures step into the light, revealing -- LIZZIE Ah, rats. Rex and Lizzie take off running with HUNDREDS OF RATS in hot pursuit... FADE OUT.