INT. LISETTE'S INFIRMARY -- TIME UNKNOWN

Lisette is removing the dressing from Gaston's arm. Gaston stirs.

Worm is at her feet.

LISETTE
He's coming out of it, Worm.

WORM
Yesssss, MissssTresssss.

GASTON
(Groans)
OOOOH!

LISETTE
Welcome back, Monsieur Gaston.

Gaston slowly opens his eyes then jumps back startled.

GASTON
What?!!

Gaston blinks and relaxs

GASTON(CON'T)
Oh, sorry Milady. For a moment, I'd forgotten where I was.

LISETTE
Well I suggest you remember quickly, Monsieur, if you wish to participate in the coming raid.

GASTON
Raid?!!

LISETTE
Yes. I've prevailed upon the commanders of our armies to give us an entire battalion of soldiers to aid us in besieging the castle. You do remember all that we discussed before, don't you?

GASTON
Oh, um, Yes. I remember.

He flexes his arm for the first time.

GASTON(CON'T)
Incredible! If I didn't know better, I'd swear my arm had never been broken. However did you do it?

Gaston looks at her gratefully.

Lisette shrugs.

LISETTE
I fed a simple healing potion into your arm that caused the bone to knit rapidly. I had to insert it through a hollow needle directly into your blood, however. Getting the needle in and out is a tricky operation. That is why most physicians do not use the method.

Gaston looks at her, glowing.

GASTON
I have never felt so helpless as I did right there. I have no words to thank you, Milady.

Lisette almost smiles then thinks better of it.

LISETTE
Come! We must plan the siege of the Chateau de la Bete. The battalion should be arriving presently.

She turns toward the door. Gaston follows.

GASTON
I can't wait. I feel strong enough to take on a hundred Beasts.

LISETTE
You shan't be fighting even one. OUVRE!

The door opens.

GASTON
(Puzzled)
What do you mean?

LISETTE
Oh that's right. you don't know. Do you?

They both walk through the door followed closely by Worm.

INT. A HALL IN THE TOUR DE ROCNOIR- TIME UNKNOWN

They proceed down the hall talking.

LISETTE(CON'T)
The Beast as you saw him was born twenty-one years ago a very human son of the royal family of France. Ten years ago he angered an Enchantress who cast a spell on him and his retainers. The prince was transformed into a beast and his retainers each became a certain part of the castle. The entire country was made to forget through magical means that the castle and its inhabitants had ever existed. The spell could not be broken unless the prince gained the love of a purehearted young damsel. A damsel such as your young Belle.

GASTON
Belle?!!

LISETTE
Yes your young lady Belle has actually succeeded in breaking an enchantment the likes of which have rarely been seen in this part of the world simply by falling in love.

GASTON
Well.. I always knew she was a little crazy, but I never dreamed...

LISETTE
Yes, well, be that as it may, the Princes humanity has been restored as well as that of everyone in the castle. They are as human now as you or I now.

GASTON
(Smiles)
Then the playing field has been leveled.

LISETTE
If you like.

Gaston smiles again and rubbing his hands together.

GASTON
Oh now I really can't wait.

LISETTE
(smiles)
Yes, well, I'm afraid you shall have to, at least until we've mounted a proper siege.

GASTON
What do we need with soldiers?

LISETTE
An enemy of mine, One Marcel de Maitre, late of the Kings musketeers, has taken it upon himself to warn the Prince and his household of us and our plans for his estate. If the outcast forces are to sieze his castle and make it our own, we must strike quickly, before they have a chance to ready their defenses.

GASTON
What exactly are your 'plans for his estate'?

Lisette stops, turns, and looks him squarely in the eye.

LISETTE
We intend, sir, to make the Chateau a haven for ourselves and others like us. We are, as I said before, the outcasts and unwanted of the society above. We are tired of living in holes. It is time for us to take, and perhaps even fight for, our rightful place in the sun. As noone else is likely to claim the lands of the Chateau de la Bete for quite some time, We intend to sieze them before anyone else notices. We seek one thing and one thing only Monsieur, and that is to live as other people do.

GASTON
(Disturbed)
Ubm, I've never had any real problem dealing with people who are...ah.. different. I was going to marry Belle, after all, But I don't think the local villagers are going to take too kindly to your people just popping up on their doorsteps one day, even if you don't take anything away from them.

They begin walking again.

LISETTE
That is one of the things I was hoping I could count on you for Monsieur. You have great deal of the local villagers respect. If they would listen to anyone, I think, it would be you. If you would interceed on our behalf....

GASTON
Well I...uhh ...

LISETTE
Don't make any decisions now, Monsieur. By all means, consider what you want to do. We'll have time for such things later.

GASTON
All right.

They arrive at a door.

LISETTE
Come Monsieur. OUVRE!

The door opens.

INT. TOUR DE ROCNOIR PARADE HALL -- TIME UNKNOWN

They enter a large cavern where a large group of orcs and some goblins are practicing military style drills. The same group of orcs whom Gaston encountered earlier are attempting a marching drill but are displaying about as much competance as they did before. The goblins, of whom there are about three dozen, are practicing basic swordplay and other combat techniques. They are far more able than the orcs. To the left of these impromtu parade grounds is an ogre only a few inches taller than Gaston standing beside a table with a makeshift model of the Chateau and the surrounding lands. This ogre moves small figures all around it obviously making a plan of attack. Lisette and Gaston approach.

LISETTE
Gaston, this is lieutenant Lorg of the 15th Ogre infantry and the nephew of Kraag, the commanding general of the outcast armies.

Gaston offers his hand to shake.

LISETTE(CON'T)
Lieutenant, this is Monsieur Gaston, the man I told you about.

LORG shakes Gaston's hand.

LORG
Ah. I've heard quite a bit about you Monsieur. I'm looking forward to this.

GASTON
I should warn you, I don't have any military experience.

LORG
That's all right Monsieur, you won't really be needing any. Not for the role you'll be playing. Now if you would stand off to the left of the model facing the parade grounds.

Gaston takes his place.

GASTON
Like so?

LORG
Thank you.

Lorg turns abruptly toward the soldiers.

LORG
ATTENNNNN-SHUN!!!!

All soldiers cease movement and stand straight in the places where they were.

LORG(CON'T)
FALLLLL IN!!!!

All soldiers fall into neat ordered lines.

LORG(CON'T)
All right men! The attack tonight will be carried out as follows: This is a surgical strike. When the sun goes down at precisely eighteen hundred hours tonight, Column one will move in on the castle gates from the woods to the west. The castle defenders will be expecting a conventional assault from this direction and Column One's job will be to draw their fire so that the attacks on the other fronts will not be noticed until they've gained position. Precisely thirty minutes after Column one attacks, Column two will move into position at the base of ......

FADE OUT.

EXT. THE CASTLE WALL -- DUSK

The sun has begun to set. Marcel is compulsively reviewing his defense plans on the walls. Maurice approaches, wiping his hands on a rag.

MAURICE
Well, son, I've finished booby-trapping the bridge and the walls. There wasn't much I could do really but it should buy us some time.

MARCEL
That's all we'll need, sir. We only have to hold them off until daybreak. See if you can't lay some more traps on the other side of the main door.

MAURICE
Right.

Maurice hurries off. Cogsworth approaches dressed in full military regalia and salutes smartly in the british fashion.

COGSWORTH
(Stands at attention)
Cogsworth reporting captain.

MARCEL
(Half-smiles)
At ease, soldier! Report!

COGSWORTH
The men have been drilled and trained as best we could under the circumstances. We've been able to outfit everyone with our stored firearms. Sadly, Most of these haven't been fired in well over ten years but they have been kept clean.

MARCEL
Good. How many of our troops have any actual combat experience.

COGSWORTH
Besides you, me, and Lumiere, very few. We had a garrison of guards and some of them were trained in the use firearms but they have never actually fought a battle. They are skilled pikesman and swordsman however, and have promised to fight to the last man.

MARCEL
Well that's something anyway. Soon as Lumiere reports in, we'll assemble in the library for a final session.

COGSWORTH
Speak of the devil.

Lumiere approaches and salutes smartly in the french fashion.

MARCEL
Report Lumiere.

LUMIERE
The walls and the gates have been reinforced and the lookouts have been posted. The windows are all covered and the fire brigades are all prepared.

MARCEL
All right gentlemen. Muster the troops and assemble in the library for final orders.

BOTH
(Overly dramatic)
YESSIR, MON CAPITAN!

Both spin on their heels and march smartly away. Marcel smiles and shakes his head.

INT. THE CASTLE LIBRARY -- DUSK

Belle and Bastien are doing their level best to plan a strategy. Belle has laid out several large volumes on a long table with various diagrams. Bastien is sitting besides a small model of the castle attempting to foresee exactly what the enemies plan of attack will be. The Magic Mirror also lies there. On occasion Belle or Bastien look in to it trying to judge where the enemies are. They look into the mirror and say "Show me the enemy" They have to guess from the background as to where the enemy is.

BELLE
There's only one direction from which they can come and they'll be hard pressed to get across the bridge to the gate.

BASTIEN
I know, Belle, but they must know that, too. If these Shadowforces are half as dangerous as Marcel has told us, they must have some strategy for getting over the walls. No one walks into a battle planning to lose.

BELLE
Well, perhaps they're expecting to take us by surprise.

BASTIEN
Perhaps, but I'd not care to wager our lives upon it.

Marcel enters.

MARCEL
Bastien!

BASTIEN
Marcel!

They clasp hands.

BASTIEN(CON'T)
How does it look?

MARCEL
Could be better. Could be worse. We had enough firearms to arm every defender but most of them have never handled one before much less fired one. I dare say they'll be lucky if they don't blow their own hands off. We've laid some pretty clever defenses down however and the walls are well manned. I will say one thing for the people here: I've never seen a group of people more ready for combat. Trained or untrained. I was expecting to see panic or desertion. Everyone here is all dug in and ready to fight.

BELLE
You forget how long they've all been here, Marcel. This is their home.

BASTIEN
Belle is right. Without training of any kind, they drove off a mob of fifty armed and angry peasants many of whom were probably former soldiers in the kings army. I think we've got a good chance in the coming battle.

MARCEL
Maybe, But still, I have a bad feeling about this.. like there's something we're all missing that the shads are going to use to crush us... But I can't concieve of what it could be.

BASTIEN
Let's not start second guessing ourselves, Marcel. That way lies madness.

MARCEL
I suppose so.

Jean enters.

JEAN
Your Highness!

He salutes.

BASTIEN
Jean!

JEAN
The lookouts have reported movement on the far side of the bridge. The enemy has been sited.

BASTIEN
Get everyone to their battle stations. Load the cannons and prepare for the orders to fire.

JEAN
Yes Your grace!

He races off to deliver the orders.

Bastien turns to everyone in the room.

BASTIEN
Everyone take your positions. The shadowforces may desire our home, but they'll have the devil's own time taking it.

EVERYONE IN THE ROOM EXCEPT BELLE
YEEEAAA!!!!

They race off to their stations. Only Belle is left.

Bastien looks disheartened.

BASTIEN
Belle I.....

BELLE
(with a sad-eyed smile)
Don't worry Bastien. I'll see you tomorrow morning.

Bastien returns her expression.

BASTIEN
Yes.. Tomorrow morning.

Bastien draws his sword and races out the door, not trusting himself to remain a moment longer.

Belle watches him go then sits and buries her face in her hands.

BEGIN MONTAGE

EXT. THE CASTLE -- NIGHT

Torches burn in every sconce. Every window is covered with thick wooden shutters. Candles burn in every gap on the walls and powerful flames burn in two special pots on either side of the gatehouse. These pots have large mirrors mounted on them which allow those positioned next to them to shine the light generated by them out onto the bridge in a rough spotlight effect. The garrison of guardsmen are stationed on the wall on the other side of the bridge preparing to fend off the invaders from that position if they can. There are three cannons placed at strategic positions on the walls. Each has a team standing by to fire them.

EXT. THE COURTYARD -- DAY

All unarmed people in the castle are all gathered in sheltered positions within the castle to help in fighting fires and controlling damage. Belle joins the group closest to the wall prior to the final command.

EXT. THE CASTLE GATEHOUSE -- NIGHT

The lookouts posted behind the pot-mirrors continue to rotate them back and forth across the treeline opposite them waiting for any sign of the enemy.

EXT. THE CASTLE'S OUTER  WALL -- NIGHT

Cogsworth stands with the garrison on the wall with a drawn sword and pistol. The wrought iron gate has been repaired and reinforced with stout logs which are conspicuous along side the many stumps which line the wall.

EXT. THE CASTLE WALL -- NIGHT

Lumiere is stationed on the battlements on the opposite end of the bridge. The soldiers under his command stand armored and ready. Lumiere is dressed for combat and continually fiddles with his drawn rapier.

EXT. THE LEDGE -- NIGHT

Bastien and Marcel have stationed themselves on the ledge above the gatehouse where Gaston attacked the Beast. They both stare intently out over the forest in search of the enemy.

END MONTAGE.

Suddenly they see the pot-mirrors converge on one spot on the treeline and the lookouts cry for identification is answered with the sound of bowstrings releasing. Everyone on the walls ducks as a shower of arrows flies over them and lodge themselves in the castle. Cogsworth's cry to return fire drifts back to the castle as the guards stationed on the far wall open fire on the treeline where the two pot-mirrors shine on prospective targets. Arrows fall like rain on the walls and the defenders have to duck frequently to avoid them.

INT. THE MAIN STAIRCASE OF THE CASTLE --NIGHT

Both Bastien and Marcel race down the steps and out the door to the gatehouse.

INT. THE CASTLE GATEHOUSE -- NIGHT

Marcel grabs a shield and races out the to the far wall while Bastien heads up the steps to take his place beside Lumiere.

EXT. THE CASTLE'S OUTER  WALL -- NIGHT

Marcel arrives just as Cogsworth is reloading his pistol.

Cogsworth salutes smartly.

COGSWORTH
Sir!

Marcel grabs Cogsworth by the collar and yanks him downward.

MARCEL
DUCK!

An arrow lodges in Cogsworth's hat.

MARCEL(CON'T)
How're we doing, Cogsworth?

COGSWORTH
Fairly well sir, considering. At least they haven't pressed the walls yet.

MARCEL
They won't. Not until they've gauged our strength. Anyone else would abandon this front once Bastien and Lumiere fire up the cannons. That lot can pick at us for hours from the treeline and while they could pick dozens of us off, There's no way they could charge the bridge. I just can't figure out their plan.

COGSWORTH
(points back to the castle)
Perhaps it shan't matter for that much longer, sir. Look, They're about to fire the cannons.

The order to fire followed closely by the three cannons reports sound. The cannon shots roar overhead and strike the treeline toppling trees and starting fires which scatter and expose several of the orcs. The troops on the outer wall, including Cogsworth and Marcel, immediately take advantage of the orcs exposure and pick targets. The orcs are closely chased back into the shadows by the troops musket fire.

COGSWORTH(CON'T)
Ha! that should drive them off, eh sir?

MARCEL
Hmm, the next move is theirs now.

Marcel stares beyond the fires and sees something.

MARCEL
Uh-oh,EVERYBODY DOWN NOW!!!

As everyone on the outer wall ducks a volley of flaming arrows flies over their heads and lodge in all parts of the castle.

Interset shots of flaming arrows striking roofs or walls.  Some of these explode with small firecracker type bursts spraying sparks in all direction; others have heads that shatter on impact allowing a flammable material to leak out which runs burning all over whatever the arrow has struck; still others lodge firmly and shoot a foot long plume of flame out their ends.

Fortunately , no one is struck directly and the fire crews scurry to put out the fires while the men on the walls return fire in an attempt to drive the enemy back and prevent another such barrage.

COGSWORTH
Why didn't they use those devilish things in the first place?

MARCEL
The sparks from them lighting them would have given away their positions. Now their using the glare from those fires out there to mask themselves.

COGSWORTH
Surely they can't intend to burn the castle to the ground. Of what use would it be to them then?

MARCEL
(Loading his pistols)
Burned out or intact, it matters little to them. They'd still have their base of operations. But even if they do, a fire the size of this castle would never be burned out before morning and if they haven't taken this place by then, when they get back here tomorrow night, the Lightforces will have arrived to fortify it. Their plan still eludes me.

He turns to the men.

MARCEL(CON'T)
MEN! Don't fire until the cannon shot strikes the treeline again!

The cannons report again and this time the men rise and fire at any targets they can find as soon as the shots have struck.

MARCEL(CON'T)
We could hold them off for weeks like this. What are they planning?

Cogsworth, looking back toward the castle, tugs on Marcel's sleeve, visibly terrified.

COGSWORTH
I believe I know, sir

Marcel looks where Cogsworth is looking.

MARCEL
AWWW HELL!

Cogsworth and Marcel see dozens of small box shaped things rising up the far cliff under the castle walls. They're shielded at the top with no visible means of rising. They have slits cut into the sides. Marcel aims one of his pistols at one of them and fires. He sees the shot spark as it richochets off the armor plates.

MARCEL(CON'T)

AWWW HELL!! EVERYBODY DOWN NOW! HUG THE WALL!

All the soldiers fall to their stomachs as a volly of arrows fired from the cliff boxes fly past them. Some of them are the same kind of flaming arrows as before and while again not hitting anyone directly, do cause injuries this time.

Interset series of shots: One man barely avoids catching a burst of flame right in the face. Another catches a spark from one of the firecracker arrows right on his cheekbone. Some of the flaming liquid from one of the arrows douses Marcels glove and he is forced to quickly remove it and smother it with his cloak. One of the shaft-fire arrows lodges in a folds of Cogsworth's fancy trenchcoat. He rises to his knees to remove it and it goes off spinning him around like a dervish until Marcels hand snakes out and catches it and pulls Cogsworth to the ground before he spins off the wall.

COGSWORTH
(shaking)
I daresay that's as close to the abyss as I ever wish to come sir.

MARCEL
Listen up Men. We have to abandon this position! Everyone make your way to the gate while staying as low as you can! Help anyone who can't make it on their own.

Everyone ducks another volley of arrows. The cannon fires again but this time the shot hits much closer to the wall.

MARCEL(CON'T)
They're pressing the wall! We have to regroup at the gate and then make careful retreat across the bridge! DON'T ANYBODY PANIC AND CHARGE THE GATEHOUSE!!! Remember what else is on the bridge! LET'S GO!!!

Interset series of shots: The men crawl as best they can along the wall toward the fortified gate. The defenders on the inner wall let loose vollies of arrows, musket, and cannon fire to cover their escape. The men finally make it to the gate and take cover from the arrows.

EXT. THE OUTER GATE -- NIGHT.

MARCEL
All right. Is anybody not here?

COGSWORTH
All present and accounted for sir, even the wounded.

MARCEL
All right. We're going to have to move carefully here. Cogsworth, you know where all the traps are laid on the bridge so you'll lead the men across. You men follow Cogsworth and MAKE SURE TO STEP ONLY WHERE HE STEPS! Move in groups of no more than two or three across and stick to the center of the bridge. Hunch down if you can. Don't forget the archers in the gorge.

EXT. THE CASTLE BRIDGE -- NIGHT

The men begin to move across the bridge as quickly as they can. Cogsworth leads the way showing them how to sidestep the traps. The wounded are helped along with one man on either side of them. A respectable distance remains between the groups so as not to present too large a target.

EXT. THE OUTER GATE -- NIGHT.

Marcel and five others stay at the far end of the bridge while the others proceed to move out. Marcel and his men fire on the cliff climbers to draw their fire away from the bridge crossers.

EXT. THE CASTLE GATEHOUSE -- NIGHT

Cogsworth reaches the gates and Maurice opens them from the inside. Together they usher the soldiers into the castle.

EXT. THE OUTER GATE -- NIGHT.

Marcel sends two of his men across then another two, and finally Marcel turns to his final man.

MARCEL
Our turn, Soldier!

The SOLDIER turns to Marcel, Then his eyes widen and he falls forward to his hands and knees, an arrow buried in his shoulder blade. The arrow bursts and flaming liquid douses the man's back. Marcel pulls his own cloak from his back and throws it over the soldier, smothering the fire, then grabs the soldiers good arm and pulls it across his own shoulders.

MARCEL(CON'T)
Hang on man! I'll get us out of this yet!

EXT. THE CASTLE BRIDGE -- NIGHT

The two begin to make their way across the bridge. They get  halfway across,

EXT. THE OUTER GATE -- NIGHT.

a cannon shot from the castle strikes the reinforced gate which several orcs on the other side were in the process of tearing down. The gate explodes into a million pieces sending orcs and debris flying everywhere.

EXT. THE CASTLE BRIDGE -- NIGHT

Marcel casts a glace back over his shoulder.

MARCEL(CON'T)
Well someone is thinking.

EXT. THE CASTLE GATEHOUSE -- NIGHT

When they are five feet from the door, Maurice and Cogsworth race out to help the wounded soldier. Marcel turns one last time to see a wedge of orcs charging through the ruined gate with pikes. Marcel draws a pistol and fires, hitting the lead orc in the center of his breatplate this orcs rolls over onto his back and knocks the entire formation over like bowling pins. Marcel dives inside the gate which slams shut just as two dozen arrows bury themselves in it.

INT. THE CASTLE GATEHOUSE -- NIGHT

Marcel tears off his hat, out of breath.

MARCEL
Whew! I bet even William Tell couldn't have made that last shot. Anyone got some water?

Lumiere steps forward holding a bucket with a ladle in it

LUMIERE
Here, Mon Ami

He offers a ladle-full.

MARCEL
Merci.

Marcel grabs the bucket and upends it over his head dowsing himself then takes the ladle and drains it.

MARCEL
Let's get to the walls.

LUMIERE
Mais oui, Mon Capitan!

EXT. THE SKIES ABOVE THE CHATEAU DE LA BETE -- NIGHT

Lisette's steed is approaching the castle from it's seaward side.

INT. SEVERAL ROOMS IN THE CHATEAU DE LA BETE -- NIGHT

interset scenes within the chateau. Wounded are being tended, Fires are being doused, and supplies are being moved.

INT. A STOREROOM IN THE CASTLE -- NIGHT

Chip and the dog stay as close as they can to Mrs. Potts and try be as useful as they can be while avoiding being stepped on. They hear the cannons report again and all flinch from the noise.

CHIP
(holding onto his mother's skirt)
We're gonna win the battle, aren't we, Momma?

MRS. POTTS
I surely hope so, Chip.

Chef Bouche races by.

CHEF BOUCHE
Another fire has started!!!

MRS. POTTS
OH No!

She races off after the Chef Bouche leaving Chip and Sultan alone. A firecracker arrow lands on the nearest shuttered window and explodes loudly scaring Sultan so badly that he runs off yelping in the other direction.

CHIP
SULTAN! Come back here!

INT. SEVERAL ROOMS IN THE CHATEAU DE LA BETE -- NIGHT

interset series of shots. Sultan, with Chip chasing him, races through the kitchen, down the hall, past the grand staircase, out the back way and into the garden.

INT. THE GARDENS -- NIGHT

Sultan hides beneath a bush. Chip crawls in after him.

CHIP
Sultan, come on we have to stay inside where it's safe!

Chip looks up through a hole in the bush and sees Lisette's steed carrying its load coming in over the mountains with the moon behind it.

CHIP (CON'T)
OH NO!
(Awestruck)
Come on, Sultan!

Chip grabs Sultan who is lying prone with his head buried in his paws and slings him over his shoulder and races back into the castle .

Interset series of shots of Chip searching for his mother. He finds her in the main hall.

INT. THE MAIN HALL OF THE CASTLE -- NIGHT

CHIP (CON'T)
MOMMA! MOMMA!  

Mrs. Potts is passing buckets in a bucket brigade.

MRS. POTTS
Not now, Chip!

A volley of fire arrows strike nearby causing all nearby to cover their ears.

CHIP
But Momma--

CALL FROM OFF SCREEN
Allez! Allez! Another fire has started!

MRS. POTTS
Not Now, Chip!

She races off.

CHIP
We have to tell someone, Sultan! Who can we tell?

Sultan catches Chip's pant leg in his teeth and tugs him in the opposite direction.

CHIP (CON'T)
What? What is it?

Sultan Barks twice then races off barking in the direction he was pulling Chip.

CHIP (CON'T)
Wait! Wait for me!

Chip races off after Sultan. Chip chases Sultan out into the courtyard.

EXT. THE CASTLE COURTYARD -- NIGHT

Bedlam reigns. Ash Flutters to the ground like snow. Explosions of all kinds fill the air and flames of all types light the darkness. Sultan stops in the middle of the courtyard and looks up at the parapet and barks. Chip stops behind him and looks up toward the parapet where Sultan is looking. There he sees Bastien, Sword and Crossbow in hand, waiting behind a soldier with a pickax who is chipping away at the wall while a large square box with spikes on the face is rising up behind the wall which the soldier is chipping at. another soldier is chipping away at the other side. Suddenly the box bursts open and a half-dozen armed and armored orcs leap out and attack. Both of the soldiers with pickaxes are knocked unconscious by the swinging doors. Bastien and his men quickly attack and subdue the orcs and Bastien orders them taken to the dungeon.

CHIP (CON'T)
The Master! He'll know what to do.

Chip races off to tell Bastien.

EXT. THE CASTLE WALL -- NIGHT

A soldier races up from the courtyard with a large stone and hefts it to the battlement and over the wall. A large clunk is heard as it strikes one of the climbing boxes below.

BASTIEN
That's it! Do whatever you can to break them off!

Everyone ducks another volley of flaming arrows. The cannons return fire.A small hand tugs at Bastien's sleeve. He looks down and sees Chip.

BASTIEN(CON'T)
CHIP! WHAT ARE YOU DOING HERE?!

CHIP
(Pointing Skyward)
Master, Look!

Bastien looks where Chip is pointing.

BASTIEN
(Whispers)
Mon Dieu!

He looks back down at Chip.

BASTIEN(CON'T)
Chip! Quickly! Find Marcel! Tell Him!

CHIP
Yes Master!

He races off.

BASTIEN
(calling out)
LUMIERE!!

LUMIERE
(A few yards down the wall)
MASTER!

BASTIEN
Take half the column and hold this wall! The rest are coming with me to repel the attack on the other side of the castle. Hold them off as long as you can! We'll just have to pray for an early sunrise!

LUMIERE
Oui, Master! I shall see you in the morning!

BASTIEN
Morning then!

He spins and grabs the nearest soldiers shoulder.

BASTIEN(CON'T)
(shouts)
FOLLOW ME SOLDIER!

Bastien leads this soldier along the wall toward the far side of the castle collecting every other soldier he passes and leading them toward the growing shadow of Lisette's steed.

EXT. THE CASTLE BRIDGE -- NIGHT

A group of orcs charge the gate in a V(wedge) formation. They hold their shields out in a crude wall to block arrows and musket fire and their spear pointed out to fend off any defenders. About one-third of the way across the bridge, posts on either side of it spring up with a rope strung between them. The rope catches the charging orcs in the mid-section knocking them all off their feet. A broad net springs up and covers them, trapping them. Between their pike shields and other sharp points on their armor. Climbing over them looks like it will be a real problem for the next charging troops.

INT. THE CASTLE GATEHOUSE -- NIGHT

MAURICE
(Watches through a sconce)
HAH! I figured the cord would trip 'em. That was even better!

JEAN
Brilliant! Monsieur!

EXT. THE CASTLE WALL -- NIGHT

Marcel, Cogsworth, and their men defend the walls. Chip runs up behind Marcel and tugs on his cape. Marcel looks down to see Chip pointing toward the sky on the other side of the castle. He looks where Chip is pointing and mouthes the words 'AWWW HELL'. He grabs Cogsworth shoulder and tells him his plan. Cogsworth salutes smartly and Marcel leads half the column off just as Bastien did while Cogsworth spreads his men out to cover the wall.

EXT. THE LEFT-REAR SIDE OF THE CASTLE -- NIGHT

The people stationed in the far side of the castle see the looming creature and its load and rush to evacuate that part of the castle. The cannoneers on that side of that side of the castle struggle to move their cannon and draw a bead on the creature, but a flaming arrow strikes their powder and the soldiers barely get to cover before it explodes and destroys the cannon.

EXT. THE COURTYARD OF THE LEFT-REAR OF THE CASTLE -- NIGHT

Bastien and his men, and Marcel's behind them, are slowed by the rushing crowd. The courtyard is thankfully empty when The creature alights atop the castle wall and several sharpened projectiles (meaning there's no way to see what fires them) are launched into the courtyard to land almost at the feet of Bastien's charging men. These projectiles ignite and spew 5 foot flames straight up forming a temporary barrier between the charging soldiers and the rest of the courtyard. Behind this barrier the soldiers inside the cabin slide fully armed down ropes into the courtyard. By the time the fire barrier burns down, Lorg and his goblins have destroyed the walkways leading to that section of the battlement and formed a line facing Bastien and his men on the ground. A curtain of sorts has also been lowered from the battlement beneath the cabin to the ground forming a shelter behind them to which they may retreat if necessary.

Bastien points his saber.

BASTIEN
ATTAAAAACK!!!!

Bastien and his men charge forward against the invaders with their pikes.

The two lines collide with a mighty clashing of metal on metal.

From behind him Bastien hears...

MARCEL
FIIIX BAYONETS!!!

Marcel's men take a moment to fix bayonets to their muskets and charge the line behind Bastien's men. The mighty clash of metal on metal is heard again.

A few goblin archers hide behind the curtain which proves to be metallic and pick at any targets which present themselves. This includes the defenders on the wall who are still trying to fend off the climbing boxes while Lumiere, Maurice, and some others are still besieged at the gatehouse. Any archers or musketeers on the walls have to divide their attention between the various targets which present themselves. Some of the noncombatants and wounded combatants think quickly and station themselves inside the keep so they can pick at targets from the inside especially those in the courtyard where Bastien, Marcel, and their men are fighting. After taking several shots, the creature lifts the cabin off the battlement and flies down behind it out of sight.

EXT. THE COURTYARD BEHIND THE GATEHOUSE -- NIGHT

Throughout all of this Belle has stood in the courtyard with a bucket hanging limply in her hand staring first at the sky when the creature was approaching and then at the battle in the courtyard. The conflict is clearly becoming more than she can mentally accept. All around her people are racing back and forth trying to stem the chaos. Chip is the first to notice her.

He runs up to Belle.

CHIP
BELLE!!! BELLE!!!

He grabs her hand and pulls on her.

CHIP (CON'T)
BELLE!!! WHAT"S THE MATTER!!!

Belle stares blankly down at Chip.

CHIP (CON'T)
BELLE!!! ARE YOU HURT?!!

A huge explosion detonates outside the gatehouse shaking everything around. Belle collapses on top of Chip and they cling to each other in the middle of the chaos. Chip leads Belle off to the side next to the steps leading up to the doors of the main keep.

CHIP (CON'T)
It's all right Belle. We're gonna win the battle! Don't worry.

BELLE
(Numbly)
Yes We only have to hold them off until..
(Eyes widen in realization)
Until MORNING! CHIP QUICKLY FOLLOW ME!!

She races up the steps.

BELLE (CON'T)
LET ME IN!! IT"S BELLE!! QUICKLY LET ME IN!!

Adam, who's in charge of this particular door, Looks out of a small window in the side and sees who it is, then opens the door. Belle and Chip hurry inside.

EXT. THE COURTYARD OF THE LEFT-REAR OF THE CASTLE -- NIGHT

The battle rages. Bastien and Marcel stand side by side fighting the enemy back. The line the men have formed against the attackers alternates with one pike man beside one musketeer with bayonet fixed having Bastien and Marcel in the center. The attackers formed a similar line with pikes men alternating with sword/shield men. Their armorments are made of a substance which proves impervious even to musket balls. Any who are struck by musket fire, however, are knocked back as if hit by a battering ram and any struck in the helmets from the walls above are knocked unconscious. Their blades, however, are simple steel and the defenders weapons prove to be their equal. In the center of the line, directly opposite Bastien and Marcel stands Lorg, roaring in rage and towering above all with a huge spiked mace in each claw and a many tusked helmet. The standard of the Shadowforces, a simple black field with gold trim is planted behind him signifying that the line will not retreat past that point. The defenders on the nearest exterior wall find themselves driven back into the nearest turret by arrows from behind the iron curtain. This allows the climbing boxes on that wall to rise and open without obstruction and attempt to attack the turret from the wall. These attackers are driven back into their boxes by arrows and balls fired from the cannoneers on that side of the castle who, with the destruction of their cannon, have fallen back on their smaller arms. The attackers in these boxes open slits in them and open up with crossbows and more flaming arrows. To which the cannoneers on the other side of the castle respond by firing their cannon directly at the nearest box on the wall on the far side of the gatehouse. blowing it clean off the wall. Lorg looms over Bastien and Marcel and strikes overhand with his right mace. Bastien and Marcel slide in with their swords and stabbing neatly into the visor on Lorg's helmet forcing him to back up or be blinded. Roaring in rage, Lorg counters with his left mace sweeping in a large arc driving both men back. Marcel and Bastien attack with their swords again, stabbing for the seams of Lorg's armor. Lorg drives them back with another swing of one of his maces. Bastien ducks beneath the mace while Marcel leaps backwards to reload another pistol. Bastien springs forward like a frog placing his shoulder forward crashing like a battering ram against the ogres shoulder. Lorg is not hurt by this and casts Bastien back bodily with the back of his arm Marcel discharges his newly reloaded pistol and hits the ogre squarely is the center of his breastplate knocking him cleanly back onto his seat.

MARCEL
That did not look painless!

He helps Bastien to his feet.

Bastien sees Lorg getting to his feet.

BASTIEN
Like fighting a brick wall!

MARCEL
So lets get some sledge hammers!

Lorg charges again and the men dodge again and stab inward again trying to find holes to stab into.

EXT. THE SKIES ABOVE THE CHATEAU DE LA BETE -- NIGHT

Lisette's steed has quietly regained it's altitude and is slipping quietly down from above the highest castle tower. It is barely visible. Just a large silhouette against the night sky. Gaston hangs from a rope beneath the cabin with no way of showing any expression.

EXT. THE TOP OF THE CASTLE'S HIGHEST TOWER -- NIGHT

Gaston alights on the highest tower roof without a sound. beneath him he hears two voices.

FIFI and ANGELIQUE are on the tower balcony with crossbows.

FIFI
Are you certain we should be up here?

ANGELIQUE
Zere is no one else to guard against ze giant creature's attack or raise ze alarm in case.

Gaston makes several gestures to the creature to make an aerial dive at the other side of the tower. A gremlin on the creatures back sees the gestures and directs the creature to do as he instructs. The creature swoops around and glides in from that side roaring. The two ladies discharge their crossbows with surprising accuracy given the circumstances. The Creature changes course at the last second gliding sideways and exposing its' underbelly to the towers face allowing the two ladies to discharge their reloaded crossbows at it. They stare after it as it glides off into the night wondering if they did any damage at all to it. Neither one notices Gaston sneaking quietly down the steps behind them.

INT. THE CASTLE LIBRARY -- NIGHT

Belle bursts into the room with eyes wide and breathing heaving, carrying a candle. She stops stock still however when she sees that a bookshelf has fallen over onto the table that she and Bastien had been using.

BELLE
(Quietly, almost a whisper)
No!

She stares in shock until a cannon shot stirs her from her revery and she races up the steps to the pile of debris and begins to rummage through it.

BELLE
Please don't be broken-Please don't be broken-Please don't be broken!

She shoves aside piles of books, papers, and other debris searching for something.

INT. A HALL IN THE CASTLE -- NIGHT

Gaston has made his way down the tower and avoided castle occupants. He is stalking in much the same way he did in the movie though it's clear dodging full sized opponents is more difficult. He hears someone coming and ducks into the shadows, Mrs. Potts and Chip hurry by on their way to the next crisis.

MRS. POTTS
Where was Belle off to in such a hurry?

CHIP
(Pointing as he runs)

She headed for the library. I don't know why.

MRS. POTTS
Well, she should be safe enough there. Quickly Chip! We must hurry!

CHIP
Yes Mama.

Both hurry off.

Gaston slips out of the shadows smirking evilly moves off in the direction Chip pointed in.

INT. THE CASTLE LIBRARY -- NIGHT

Belle continues to dig through the debris. She throws aside books, quills, papers, bits of chairs and tables, parts of the castle model.

Candles are burning in sconces around her.

BELLE
It has to be here! It has to!

She stops and looks around.

BELLE (CON'T)
If it had broken it would have left pieces. Where could it be?

An explosion draws her attention to her left. A small glint catches her eye. She's sees the mirror's handle sticking up out of a basket in a forgotten corner.

BELLE (CON'T)
How'd it get there?

Another explosion.

BELLE (CON'T)
Another time!

She rushes forward and pulls the mirror from the basket looking it over.

BELLE (CON'T)
Show me Bastien.

The image of Bastien and Marcel fighting.

BELLE (CON'T)
Good. It's working.

She stuffs it in a pocket and races down the steps towards the doors. As she reaches the door and hurries through it, she runs straight into something and falls flat on her back.

BELLE (CON'T)
What?

She looks up and gasps loudly.

GASTON
(Grinning cruelly)
Hello Belle.

BELLE
(Shrieks)
GASTON!!!!

Gaston covers her mouth quickly and pins her to the floor.

GASTON
Hah! Should have done this the day I asked you marry me.

He quickly gags her and begins to tie her up.

GASTON(CON'T)
You're going to wish you'd married me, Belle! Oh, how you'll wish you'd married me.

He hefts her over his shoulder and begins to make his way back through the castle.

EXT. THE COURTYARD OF THE LEFT-REAR OF THE CASTLE -- NIGHT

Marcel and Bastien are fighting for their lives. Lorg moves in again, this time striking as swiftly as he can, left and right, roaring his frustration at his inability to kill these two seemingly insignificant gnats. Bastien and Marcel manage to dodge his blows but can't seem to strike back until Marcel manages to fire off a wild shot that strikes Lorg in the center of his breastplate driving him backwards again. Bastien and Marcel charge forward hoping to capitalize on their luck and run right into Lorg's foot which he kicks out knocking them both back onto their backs. Bastien loses his sword. Roaring in rage, Lorg strikes downward with both of his maces together like a single club. Both Marcel and Bastien roll out of the way just in time. Bastien rolls nimbly to his feet and steps up onto the end of Lorgs maces preventing him from lifting them and executes a perfect leaping spinning sidekick onto Lorg's helmet, sending Lorg stumbling back, his maces attached to his wrists by chains further unbalancing him, until he crashes onto his backside.

Marcel comes up beside Bastien giving him his lost saber, clearly impressed.

MARCEL
Where'd you learn to do that?!

BASTIEN
(Smiles)
I've a few stories of my own to tell you, Marcel! Come ON!

MARCEL
(Returns the smile)
Oui, Mon Prince!

Suddenly, a bright, screaming, fireball erupts from the side of the highest tower, arcing over the battlefield and falling into the chasm. This distracts both Bastien and Marcel from moving in on Lorg.

BASTIEN
What do you suppose that was?

MARCEL
(Realizing)
It's a signal.
(Shouts)
IT'S A SIGNAL!!

Marcel spins and fires a pistol flattening Lorg who has used this distraction to regain his feet. He then shoves another loaded pistol into Bastien's hands and races at top speed toward the front door. He crashes through the door with surprising strength and races across the entrance hall and up the stairs.

EXT. THE TOP OF THE CASTLE'S HIGHEST TOWER -- NIGHT

Lisette's steed is now descending again toward the highest tower of the castle carrying the wooden structure. Fifi and Angelique see it and take aim but are driven back this time by fierce winds generated by the creatures wings. They take shelter within the tower while the creature hovers over the tower.

The women are preparing to attack the creature again when Gaston comes through the door beneath them carrying Belle over his shoulder. They stare at each other long enough to recognize each other before the women fire their crossbows on reflex. Gaston races back through the door and slams it shut behind him and the two arrows strike the wall where he had been standing.

INT. THE TOP CHAMBER IN THE CASTLE'S HIGHEST TOWER  -- NIGHT

Gaston sets Belle down, looks around and sees another doorway leading to an exterior parapet. He seizes Belle and races out the door.

EXT. THE TOP OF THE CASTLE'S HIGHEST TOWER -- NIGHT

He signals the creature to lower the cabin. The creature does so and Gaston hurries on board and slams the door behind him which two arrows then embed themselves in.

The women turn to reload when a black blur races in between them and leaps the fifty feet between the exterior parapet and the edge of the cabin catching onto it by two very hairy claws. This is all seen from the courtyard below where the attackers are all beating hasty retreats.

EXT. THE CASTLE WALL -- NIGHT

Long ropes drop from the climbing boxes allowing the occupants to escape.

INT. THE FLYING CABIN -- NIGHT

Gaston is chaining the terrified Belle to the wall, grinning cruelly all the time, when he feels the cabin rock violently. He sees two of the floorboards splinter slightly on the other side of the cabin and goes to open the door to inspect the damage. He is immediately confronted with two glowing yellow eyes and a vicious toothy maw. One massive hairy claw clamps tightly onto the door frame while the other slashes savagely at Gaston, who only just manages to dodge it by retreating backwards. The Werewolf steps up into the cabin and slams the door behind it before tearing the clothing from its torso all the while glowering ferociously at Gaston.

The Werewolf growls menacingly and stalks forward toward Gaston who fearfully backs away. The Werewolf finds itself next to Belle and turns to free her from her chains, removing her gag. Gaston is instantly enraged and bursts forward upon the Werewolf, fists flailing.

GASTON
NO!! SHE'S MINE!!

He punches the Werewolf hard in the snout. The Werewolf falls back, staggered.

GASTON(CON'T)
MINE!!!

Another powerful blow, this time to the side of the head, driving the Werewolf further back

GASTON(CON'T)
MINE!!!

Again.

GASTON(CON'T)
MINE!!!

Again.

GASTON(CON'T)
MINE!!!

The Werewolf catches Gaston's fist in one claw, grabs his shirt front with the other, and slams him violently against the wall, pinning him there. Gaston grabs the Werewolf's throat and pushes, forcing the Werewolf back.

The Werewolf responds by throwing Gaston bodily across the room where he crashes, head first through the table in the center, and then back first, into the wall. The Werewolf turns back to the business of freeing Belle.

Gaston begins to rise. The frame narrows to his hand which begins to change. It grows hairier to the point of coarse fur. The four fingers merge into two larger fingers with large bony blockish protrusions at the end. His thumb remains separate but also grows a flat blocky protrusion. The frame moves back to show Gaston the Wereboar in all his ferocity as he stands and roars. The Werewolf and Belle look over startled. Belle screams. The Werewolf's eyes narrow.

WEREWOLF
(Growling)
Lisette...