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It was in the fall of 1932...

... when I discovered that a copy of the fabled Necronomicon...

... was here, in America, being...

... guarded by a clandestine order of Om Yati monks.

Obtaining this legendary tome was vital ...

... not only to my writings...

... but to the fate of all mankind.

- Wait for me. - As you wish, Sir.

For within the pages of the Necronomicon...

... lie the very secrets of the universe.

Both past, and future.

- Yes? - Yes, I have an appointment.

Howard P. Lovecraft.

Mr. Lovecraft...

... always a treat.

And how can we indulge you this time?

Mr. Lovecraft!

Actually I'm here because a new story of mine demands a bit of fact checking.

Fact checking?

We were under the impression you dealt in fiction.

My work is wrongly construed as fiction by the lesser minded.

In fact I take great pride in presenting fictional possibilities.

It's my duty, after all, as a human being...

... to enlighten the darkest depths of experience...

... to expose certain secrets...

... unjustly hoarded by others.

We shall see.

Oh, yes.

Ah, No no. It's the uh, ...

... alchemical Encyclopedia.

You didn't say which volume.

Oh, which volume? It's volume three, of course.

Please try to remember, ...

... that if you leave this area, unattended, for any reason whatsoever...

... we will be forced to revoke your privileges.

Yes, yes of course.

The Necronomicon!

"The Drowned".

Today, ...

... the last descendant of the De Lapoer line returned from Sweden.

Not only to claim title to the crumbling remains of the family estate...

... but also to escape his own haunted memories.

As soon as I read the will, I had to come.

Havealooksea, is really, a very strange place.

Interesting.

The hotel is not in very good condition.

The uncle died about 60 years ago and since then, it stayed empty.

Sixty years?

Yes! I wasn't even in charge of the original inheritance.

Well things apparently dragged on and ...

... I inherited this case, along with,...

... my fathers practice.

Thanks.

Your welcome.

Anyway the important thing is that we found you.

And it was a real bitch tracking you down over in Sweden.

But then we were looking for a Delapoer, not a De Lapoer.

I didn't change my name.

De Lapoer is the original spelling and pronunciation.

Good lord!

You know, you could have broken your neck!

Yes, how tragic.

I told you, the wallpaper's the only thing holding this old, place together.

Better off, having the whole place, demolished.

We made it.

And we were here before...

...I mean my clerk and me, he's a law student...

... we didn't have any trouble with the stairs...

... I don't think this hotel likes you.

You came here with your clerk?

Well, it isn't the kind of place a girl likes to play alone in.

Besides, we were dying to have a look at the hotel...

... after hearing all the stories, from the old folk, in the village.

Kevin, that's his name, Kevin.

He's from these parts and...

... the hotel has one hell of a reputation.

That's the sound of water.

The ground under the hotel is honeycombed with caves,...

... hollowed out by water flowing in from the sea.

One day, the whole place is going to crumble right down into them.

I tell you Edward,...

... maybe you should sell, this land is going to be worthless.

Quite a bed, isn't it?

So ah,...

... what were we talking about?

We were talking about the effect this hotel,...

... had on your young clerk.

Right.

It's like, something out of a Gothic, romance isn't it?

Who's that?

Hmm, you wouldn't know.

That's Emma De Lapoer, your aunt.

She died quite young, quite tragically.

Drowned in a shipwreck.

Lot of gossip, about the hotel, started at that time.

Jethro De Lapoer was never the same afterword.

He followed her to the grave, just a few days after the tragedy.

How did he die?

They found him below their balcony, from what I heard.

Clara!

No one knows if he, he fell or what happened.

To bad crabs can't talk.

Just a minute, I have something for you.

It, came with the will.

I think it's from Jethro De Lapoer himself.

Would you, at least think about what I told you, Edward?

Sell the property, or turn it into something more, upbeat.

The only thing living in the hotel is a lot of ugly memories.

Good bye, Miss Gelmore.

Sixty years.

I am writing under appreciable strain...

... since by tonight, I shall be no more.

I can bear my pain no longer.

And shall cast myself from this window...

... unto the razor like reefs below...

... sharpened by thousands of storms.

If I can't find redemption...

... at least it'll be oblivion.

It all happened when I returned from a long tiring voyage.

My wife Emma,...

... my 8 year old son, Yon came with me.

They were my pride.

After weeks at sea we were finally back,...

... the New England coast was in sight when the storm took us by surprise.

In less time than it takes to write these words...

... our ship was driven onto the rocks at the foot of the cliffs,...

... we'd been watching for days.

It took hours for help to reach us.

By God, this ones alive!

He's alive!

My God!

There, there.

My wife.

My wife, my son.

Calm down Jethro, ya got a high fever.

That's right.

What are you doing?

Don't move, we half to let all the fog blood out.

Oh no!

Why?

Why!?

Be known by all, from here forth...

... that any God, takes from me,...

... my only love in tragedy!,...

... is no longer welcome in my house!

Get out!

Be gone!

Leave!

May God save your souls!

Who are you? What do you want?

I don't wanna see anyone, go away!

In this time of need...

... you are...

... not alone.

Wait...

...wait, wait, wait, wait, wait, wait.

Wait!

"Towards the Remedy of Untimely Loss"

There is no death, which can be eternal lie.

And with strange aeons, even death can die.

In his lair, Cthulhu waits dreaming.

That which is not dead, can eternal lie...

... and with strange aeons even death may die...

In his lair, Cthulhu waits dreaming.

Yet he's not dead which can eternal lie...

... and with strange aeons...

... even death can die...

... In his lair, Cthulhu waits dreaming.

Daddy...

Yon!

My son...

Jethro?

Emma!

You've come back!

How you could leave us down there?

Jethro?

Please help mommy.

My son!

- I'm cold. - Come here, my son.

Help me papa.

I don't know who will read these words.

You should only know that there is no magic cure for guilt.

Except forgiveness.

At last I can rest peacefully...

... knowing that my beloved...

... guards the book.

Oh! Damn it!

Damn!

My...

... loved beings...

... watches...

... the book.

My beloved...

... cursed the book.

But he's not dead, which can eternal die.

And with strange aeons, even death may die.

In his lair, Cthulhu...

... waits...

... dreaming.

Who's there?

Eddie...

No, It can't...

Eddie...

- it's not possible. - Please.

Say I can come in.

Come in, Clara.

I have so many things to tell you.

The accident...

... it was all my fault...

... my fault.

I should have been looking where I was driving!

I'm so sorry, Clara!

Please forgive me!

I'm so sorry, Clara!

Clara, listen to me.

Clara.

I'm tired of blowing bubbles, Eddie dear.

Don't push me away!

Come back to us, Eddie!

Will he truly be brainless enough to try?

Of course, he's human.

In the midst of this cruel heat wave...

... the inhabitants of Boston, curse her unbearable lot...

... while one man alone remains cool...

... cool but imprisoned by his own...

... desperate devices.

Amy Osterman, right?

Can I help you?

Sure you can help me, but I think this more about helping yourself.

I don't understand.

Yeah well, I didn't understand either how 11 bodies...

... could turn up, over the last 40 years in this neighborhood...

... all with the same M.O. and go unsolved.

- Are you a police man? - Shit,...

Do I look like a cop?

Porkel, Dale Porkel, I'm a reporter for the Boston Journal.

Mother, we have a guest for tea.

What are you storing in here, meat?

I have a rare disease, Mr. Porkel.

I'm acutely sensitive to heat, and sunlight.

Great, I hope it's not contagious.

Hardly.

So listen Miss Osterman, I did some digging,...

... and the deed on this place is executed under Dr. Richard Maddens name,...

... and that was some 80 years ago.

Thank you, mother.

According to a, state files...

... there is no record of Dr. Richard Madden's death...

... which would mean that he is still alive.

Sugar?

Yeah.

So, what the hell happened to Madden?

I really don't know what happened to Dr. Madden.

You know, maybe you don't understand me here lady.

You cough up the truth now...

... or I print my story as is.

And you get to deal with the cops.

Are you threatening me, Mr. Porkel?

If that's what it takes, yeah.

22 years ago,

... my mother came to Boston to study the flute.

Had she not rented a room in this building...

... all our lives would be very different.

What do you want?

Are you alone?

Yes, I just moved to Boston, I don't know anyone.

My mother rented a room in this house...

... from a woman named Lena Kamen.

Apparently, Lena lived here alone...

... except for a mysterious tenant, upstairs on the third floor.

Who's upstairs?

You must never disturb Dr. Madden.

Is that quite clear?

All right.

Well if it isn't little Miss runaway...

... I do believe it's time for you to get your little butt back home.

I'm not coming home, ever again.

Really? Well I think father knows better in these matters.

You're not my father, Sam.

But I love you, like your my own kind.

And I believe I'm entitled to a little affection...

... mother's passed out and, bloated.

I will die, before I let you touch me again!

Who said anything about touching me?

I, just came by to watch you practice your flute playing only,...

... your gonna practice, on my instrument.

You little bitch! Come back here!

Please, please...

... careful.

Sudden movements, will impair your equilibrium.

Sam? Where is Sam?

He's gone.

He's my stepfather.

I have a, strong feeling that Sam won't be bothering you any more.

I'm, doctor Madden.

I saw some, ammonia, or something, leaking from my ceiling.

I apologize for that.

And, as for that cold your getting...

... I've asked Lena to, give you some vitamin C...

... with your medication tonight.

Trust me that this, frigid temperature is not by choice.

I'm afflicted by a, rare skin condition...

... which, requires, an unreasonably cold environment.

Well, we better get you out of here, before you die of cold.

How can I ever thank you, doctor...

... your taking care of me, and...

Just, there is just one thing...

... don't be a stranger.

These pills...

Doctor knows best.

He's moving to much.

I'm trying to hold him still.

Is the temperature burning?

The temperature is steady... ...at 34.

Put another syringe in.

I heard drilling noises last night.

You were probably dreaming.

It's one of the side effects of the medication.

Now your going to have a little scar,...

... that's going to be covered by your lovely hair.

Are you alright, doctor?

Best to get some rest, Emily.

It's a very good idea.

My mother went to look for a job, at Al's diner across the street.

But when she mentioned she was living with Lena and Dr. Madden...

... Al, seemed surprised.

Is that old coot still alive?

I'm no good with math...

... but I would have guessed him at more than a 100 by now.

I don't think so.

Listen, Emily?

If you can get a good tip, out of those cops...

... you've got yourself a job.

May I help you?

Yeah, I'll take the BLT, extra mayo and a soda.

I'll have the same, make mine a malt, please.

What happened to him?

Is there a problem?

I don't know.

What happened to Sam?

You did something to him, didn't you?

What makes you think that?

I heard terrible noises last night, you said I was dreaming, but I wasn't!

Was I, was I!?

Emily, please, I'm not a rich man...

... my researches have drained my, funds to the point of poverty...

... and when a specimen can be obtained freely...

- No! - I, make no excuses for my actions.

I'm not asking for forgiveness.

Your stepfather...

Emily!

Emily.

Emily, even if Sam did survive the fall...

...I would have killed him for what he did to you.

So if you must go to the police, you do have every right.

I don't care what you did to Sam, but you lied to me.

No, no, never. I would never hurt to you, Emily.

- Doctor!, Doctor what's wrong? - Get Lena.

She went out, she's gone.

Doctor, what's wrong?

It's cooler upstairs.

What I can do?

Ice, I need ice.

Give me your hand.

I can feel now.

I owe you, an explanation.

Within these pages, is the secret of preserving life.

Are you familiar with the, water bear?

It's a microorganism which can be dried under certain conditions then,...

... brought back to life with water.

A process called "criptobiosis".

You see the...

... decreased body temperature results in the secession of aging...

... make it possible to actually, cheat death. As it were.

How old are you, Dr. Madden?

I don't come out here much anymore.

Lena, bless her heart, simply won't allow it.

Lena's very protective over you.

Are you in love with her?

My heart has been given over to my work, unconditionally.

I don't know why Lena stays on.

I can, never return the feeling she has for me.

Like, all children of nature...

... this rose was destined to wither and parish.

And yet that process is not irrevocable.

As it turns out, the trick is not preserving life...

... the trick is, maintaining the quality to which one is accustomed.

As long as you keep this from the sun...

... this flower will never die.

So this will always be a reminder of the doctor...

... whose heart you brought into bloom.

You're so cold.

I can ether use this on you...

... or on myself.

All I ever wanted, was just love him, pookie.

If you're not willing to die for him...

... or kill for him...

... you will kill him.

Obviously, their relationship wasn't meant to be...

... but that didn't make any easier.

You see, Dr. Madden was the first man...

... my mother ever loved.

So what? She left him?

Yes.

But months later...

... she had to go back.

- Let me out of here! - We have to kill him!

No.

What the hell your doing!?

Your both crazy!

No!

Get away from me!

I know, come on Al!

I just came over, to see...

... what ever happened to you...

... and somebody, knocked me on the head.

Okay, come on.

- Al! - She knows too much!

She can't be trusted, Richard.

She ran away once, and she'll run away again.

- She'll go to the police! - No!

We can't let her go, ever!

- No! - It's the only way, Richard!

No!

No, there is no other way.

Without fresh spinal fluid...

... I lose my senses.

I smell nothing.

And taste nothing.

I can't even feel you.

No sir.

Richard!

Em - i - ly.

I'm pregnant...

... with his baby.

Lena saved my mother...

... but only because she knew the baby was Richard's.

His last legacy.

The baby born was me.

So your telling me that Richard Madden, and Lena Kamen...

... killed all those people...

... for their spinal fluid?

Then how come 3 more bodies...

... turned up all with the same M.O.,...

... after Madden melted? - I cannot answer that.

You know, you tell this story, pretty well Miss. Osterman.

Almost like it happened to you.

My mother and I were very close.

Well I have this, sick hunch...

... that you, and your mother, are the same person.

That would be impossible Mr. Porkel, now wouldn't it?

Not if you picked up this strange disease...

... when you slept with Madden.

I mean, you said it yourself, you didn't seem to age.

Your right, Mr. Porkel.

I am Emily.

The disease which afflicted Dr. Madden...

... and now afflicts me...

... is nothing more than death itself.

I did not survive that gunshot.

But life goes on.

You, you fucking drugged me!

Unfortunately, the air conditioning unit...

... in this building is old, and prone to break down...

... on hot days such as this one.

So rather than wait for an emergency...

... I prefer to keep well stocked.

I need spinal fluid to feel the baby inside me!

You see, for years this baby lay inside me...

... kicking, but never born.

All we can do is hope.

Isn't that right, Lena.

That's right, Emily

The inner city wasteland,...

... once home to Philadelphia's finest, and most God fearing...

... is now Mordred over by a self styled God.

A miscreate known as "the butcher".

God damn it Sarah, slow down!

What the hell you trying to prove anyway?

Not trying to prove anything, I'm pursuing a suspect.

That's bull shit! Now pull over!

Look, don't bring the burglar in it...

... we both got to much at stake here.

This is 2-Carl-9 heading east on seventh street...

... a gray Nova, license plate, YEU169.

Damn it!

Suspect is driving reckless, and refuses to listen to reason.

Request air support! Over!

Okay, God damn it.

There! You wanna hurt me!?

Slam on your breaks, smash bang, the Fuckin' dashboard!

But don't, play with me, Sarah!

I know we shouldn't have slept together, okay?

Want me to quit? I'll quit. Want me to leave? I will leave!

But I'm not gonna let you hurt yourself!

I'm scared, Paul.

I'm scared to be a mother.

Sarah!

Sarah!

Paul? Paul?

Paul?

This is 2-Carl-9. I'm at seventh and Crimson...

... requesting back-up and medical asap, over.

Repeat, requesting back-up and medical asap, do you copy?

Shit!

Stop!

Help, Sarah!

No!

- Oh boy! - I'm a police officer!

Now get over there, now!

What the hell have you done with my partner?

You followed the gray Nova down here, am I right?

That's where it usually started-- yeah.

Never seen um catch a cop before though.

That wasn't you driving that gray Nova?

Well a, I'm a Cadillac man myself.

Don't fuck with me!

The man your probably looking for, is the Butcher.

Where can I find this Butcher?

Well technically he's supposed to pay me rent, cause I own this building top to bottom.

You own this building, open the door, now!

Lost all the keys.

Strangest thing.

This building, has a bad habit of, swallowing things up just like they never existed.

I wanna get down below! I wanna get down now!

Well why didn't you say so?

Move it.

Hold it, hold your fire!

Harold! That you Harold? Oh Harold what's goin' on?

First!, you just about shot a police officer!

I'm sorry dear, but I thought it was him.

Some how that skunks gettin' out, Harold.

The Butcher? Where's he getting out?

Don't you worry Daisy. I called the cops...

... we got a fine officer on the case, although she doesn't have a badge.

Fine officer in deed.

Smells very pretty.

Pretty is fine.

- Let's go. - Okay, okay.

Now be careful with this floor girl, looks like the missus just mopped up around here.

Don't want you slipin', and slappin' a law suit on us too.

Show me where he's getting out.

Over here.

There's a tunnel in there.

Harold locked it up.

Good Lord! Whats happening, girl?

Lilly! I think she's hurt or something.

No, it's Okay, it's okay.

You sit right down here dear. That's it, that's fine.

Are you pregnant young lady?

I always wanted to have kids.

You got a million reasons against the kids, I'm to young.

I wasn't to young then, now I'm to old.

Shut up! Just shut up.

All I wanna do, is find my partner.

You just get me in the tunnel!

You can't go down there by yourself, The Butcher.

Your comin' with me.

All righty. I'll go clear it out.

Your partner, he's the father isn't he?

And, your not wrong to be scared.

The thought of bringing a new life into this world's, a scary notion.

What's takin' your husband so God damn long?

Almost got it cleared out.

He's not my husband. I just met him up on the street...

... couple of weeks ago.

Told me he owns this building.

Did he tell you that?

What else did he tell ya?

I don't have time for this crap!

I'll bet he didn't tell ya...

... the Butcher's an alien.

- A what? - Oh yeah.

He's been down here since before the dinosaurs...

... if you can believe it. - Alien?

Ready, if you are.

What in the hell is this place?

You believe in heaven?

What about hell?

I don't believe in anything.

This whole place, harks back to a time when things were simpler.

A time when you could put your faith, in something real.

Would ya look at these stones.

People used to pass through this tunnel, just like we're doin' now.

They didn't believe in no God neither.

Only they weren't huntin', some butcher.

They were the butchers.

I came down here once...

...forgot to light these.

Without em, we'd have a heck of a time, find our way back.

Do you know where we're going?

Yeah I, I thought that, we were looking for your partners trail.

Wait a minute, it looks like there's two sets of tracks here.

You don't think your partners, first one down here, do ya?

They don't call him the Butcher for nothin'.

Your wife said that she thinks that...

... that the Butcher's an alien.

Well that's, that's ridiculous.

Truth is, the Butcher's workin' for aliens...

... but, he isn't one himself.

My guess is, he's bettin' God's a goner.

Putin all his chips, on another horse.

Just like in, all these pictures here.

We're here.

Down there.

Know one thing I, have always maintained...

... if a man's shoe is dirty,...

... you've got to wonder about his soul.

Son of a bitch!

I saw you pull Paul out of the car!

I was just tryin' to--

Daisy?

Is that you?

What happened to the lights?

How well do you know this blind woman?

Rose? Well she's my wife.

She's not your God damn wife!

And if you're not the Butcher then she is...

... because somebody sure the fuck is lying to me!

Some nerve you got callin' my Daisy a butcher!

I heard you two talkin', your pregnant.

Least ways you were before that accident.

Imagine that, pretty young lady like yourself...

... killing your own flesh and blood.

You're the real butcher.

Oh my God!

My God!

Sweetie, there is no God!

Why are you doing this to me!

No, no!

No!

No!

No, no, no!

I'll do anything!

Please!

Please!

I'll have the baby!

Please!

Sarah!

Paul?

Oh, my God!

My God!

No!

No!

No!

No!

Sarah!

Sarah!

Can you hear me?

It's me...

... Paul...

... I'm here, alive.

They took my mind!

It can't be! No, Paul!

They need us to breed!

Sarah, the walls!

Watch the walls!

Two birds quite stoned.

Just think of this, as a womb.

It's the belly of a beast.

A chance to be reborn into a better world.

And it's free.

Soon the pain and frustration of being human...

... will be no more than a bad old dream.

It's time, for you think about things differently.

It's time for you to see things, the way they really are.

It's the craziest thing...

... they got this real sweet tooth, for bone marrow.

Oh my goodness!

We thought we lost you!

What happened? Where I am?

It was a bad accident, Sarah.

You've been unconscious for several days now.

I had the most, horrible nightmare!

Well that's quite normal with near death experiences...

... such as yours.

Your mind tries to rationalize your traumas...

... to help you make sense in an irrational world.

Sarah, is there something you'd like to tell me about the accident?

Something you wanna get off your chest?

I didn't tell you only because I knew what you would say.

It's my body, it's my choice, it's that simple.

Of course it is dear, but there was another life inside your body.

A tiny little life with only you to protect it...

... that's a mothers responsibility.

I'm so sorry. I'm so sorry.

If God can forgive you, and if I can forgive you...

... it's up to you to forgive yourself.

I know that Paul would forgive you too.

Oh my God, Paul! What happened to Paul?

Paul, is brain dead.

What?

He's in the next bed over, I thought you'd want it that way with him close by.

Oh no!

Right here, Sarah.

No.

No!

Don't scream dear, please.

You'll upset the baby.

What baby? You said my baby's dead!

Oh heaven's, no!

You simply weren't fit to be a mother.

Were you, Sarah?

Seems inhumane, but we needed it...

... for our self preservation!

No, you can't do this to me!

Go easy, sweetie!

Your almost there.

This ain't gonna take long, I promise ya, it won't be too long.

- Hold still. - Immortality, on my way to immortality.

Lilly, what the hell did I do with the keys, to the Nova?

Mr. Lovecraft.

Everything is going to be fine.

All you have to do, is open this door.

- Impossible. - What?

I, dropped the keys down there.

You impetuous little fool!

Do you know what you've done?

- Put it back! - What?

Put the book back!

It's coming!

The secrets of the Necronomicon do not come cheep!

This is going to cost you your life!

Consider your privileges revoked, Mr. Lovecraft.

Lovecraft, you don't know what you've done!

You'll pay!

Ah him, he's a strange one alright.

Here you are, Sir.

We can go now.

Right.

Take care of your self, mate.

Have a good night.

So a, you found what your looking for, Mr. Lovecraft?

You might say, it found me.

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