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| - In April 1907, Charles Bardmann (Crispin Glover) – an out-of-work journalist from San Diego – moves his family by train to the town of Upperton in Guayma County, South California, where he takes up the job of local general store manager. He soon meets Victor Schenk (Robert Carlyle), his neighbor and fast friend, a man who tells Charles stories of terror from decades past, namely of his father's experiences with supposed 'disturbed' supernatural forces outside the town in the late 1870s. Not wanting to upset his wife Alice (Linda Hamilton), Bardmann puts aside all thoughts of Schenk's stories and quickly takes to his new job, earning enough to get the family by surprisingly well, while also earning him a good measure of respect among the townspeople. Unfortunately, this all comes to a shattering halt several months later on a Saturday afternoon in early September when Bardmann’s youngest son, seven year-old Mark (Macaulay Culkin), strikes his head on a rock and drowns while swimming with his older brother Simon (Edward Furlong) at the beach north of town. Mark is solemnly buried a few days later, with many of the townspeople turning out to pay their respects. Still mourning their loss, the family tries to resume a normal routine with only limited success, Mark’s death still lingering over their heads. A week later, Bardmann thinks he sees Mark on the way home from the store, but dismisses it as wishful thinking. The next morning, he wakes to a scream from his daughter Katy (Andrea Elson), to find a seemingly rabid cat under her bed, at which he grabs his old rifle, wrestles the cat out behind the house and kills it. While burning the cat's corpse on a bonfire in the backyard, Bardmann is visited by Schenk, who reminds him the same thing has happened over a dozen times since the turn of the century. While listening to Schenk, Bardmann thinks he sees Mark again, and points him out to Schenk – who actually sees the boy, too. Dumbstruck, the two race after the ‘wishful hallucination’, but lose the trail in the desert on the eastern fringes of town. Out of breath, Bardmann asks Schenk: “Wishful thinking, huh? Either we’re both going crazy now, or something else is going on around here.” Later, Bardmann takes the day off work to visit old ‘Migs’ Miguel (Mel Ferrer) – a native of the region – at his home in the rundown area of town. Miguel tells both Bardmann and a late-arriving Schenk that he is part Oaxin, a Native American tribe that all but vanished centuries ago, but survived by intermarrying with arriving Spanish in the early 1700s. Miguel claims that the town is built near a sacred Oaxin burial ground, and that with recent expansion in the region and arrival of industry, the spirits of the Oaxin, both good and evil, have been disturbed. These restless spirits and demons, Miguel says, are responsible for the mysterious events that have visited the town from time to time since the 1870s. Miguel then takes Bardmann and Schenk to the burial ground, a scrub and tree-overgrown plain littered with rows and piles of worn stones just beyond the cemetery, where they see a strange, disfigured man walking in the direction of town. Now thoroughly unnerved, Bardmann and Schenk run for town to warn them of the strange man, leaving Miguel behind in the overgrown burial grounds. They arrive in town, but the stranger is nowhere to be found, and their report of him to the police is dismissed, the investigating officers believing the two are simply hung-over and not exhausted. Sent home by the police, Bardmann tells Schenk to get his family to safety and to meet him on the road north of town. Schenk reluctantly agrees and the two split up, Bardmann returning to the burial grounds, but with Miguel gone – apparently having gone back to town as well – he hikes up a steep hill on the far side of the grounds and emerges into the cemetery, not far from where they buried Mark. Bardmann then sees someone leaning over Mark’s grave with a shovel and runs at the person, tackling him to the ground and sending the shovel flying. He staggers up and drags the stranger to his feet: it’s Miguel. Bardmann then asks the old man why he was desecrating Mark’s grave by digging it up, but, Miguel tells the raging father calmly, he found the grave already open, and only brought the shovel to rebury it. That’s when Bardmann looks to the grave: heaps of dirt are strewn everywhere, the grave half-uncovered and coffin smashed to pieces. He lets Miguel go, and stunned, sifts through the dirt, only to find Mark’s body missing, now convinced of a potential grave robber, but with the mystery man from earlier still fresh on his mind. Back in town, Schenk arrives at the Bardmann home, out of breath and anxious to get the family to the meeting point. At first, Alice is startled by Schenk’s message, and refuses to leave until her husband returns, but when an earthquake suddenly strikes and the house begins to fall down around them, Alice quickly changes her mind and hustles Katy and Simon out of the house, Schenk close behind. As they race north on Main Street, chaos is unfolding, multiple buildings collapsing into heaps of rubble, sending people running in all directions in confusion and fear, separating Katy from the group. She tries to rejoin them, but is forced up a dead-end alley by a group of men, who apparently intend to trap her there. Just as the first of the men are about to grab Katy, a loud rumbling groan sounds from above them: the main smokestack from the textile factory is collapsing, and falls across the alley in a storm of bricks and mortar, choking dust clouding the air. Miraculously still alive, Katy clambers across the wreckage and back onto Main Street, where she rejoins her mother and Simon, huddled inside a shattered storefront. A few minutes later, the quake stops, and Schenk reappears from behind the building, driving a truck, which the family eagerly climbs into and Schenk guns it out of the north end of town, dodging townspeople and wreckage. Bardmann is now making his way back to town, clouds of dust and smoke rising from the quake damage. About halfway back, he trips and hits his head on a rock, gashing it open. Staggering back up, Bardmann stumbles along the road for a time before collapsing, and just as he is about to faint from blood loss, Miguel arrives and takes him to a shelter in the cellar of a half-ruined building, where he bandages the man’s wounds and treats him with the new antibiotic penicillin. At the same time, Schenk, Alice, Katy, and Simon stop for the night and a much-needed rest period. During the night, Alice suffers a nightmare about the horrifying death of her sister Mary from influenza and emaciation twenty years earlier, while Katy is visited by an eerie figure who warns her of an impending death. The next morning, Schenk and the group continue north, passing a battalion of National Guard, apparently alerted to the disaster that befell Upperton the previous day. The battalion arrives in town hours later, to assist in clearing debris and bodies from the streets and to restore order. This temporary order and peace is shattered mid-afternoon when a second, larger quake strikes and fissures begin opening up in the streets, one eventually taking the general store and police station with it. Mayor Hill meets with the battalion commander, Captain Jonathan Wick, at the town hall and concedes to the captain that the town is a total loss, at which point they begin evacuating residents to the north, even as a section of the south coastline begins to sink. As the town is slowly abandoned, Bardmann and Miguel emerge from their shelter to find the streets virtually devoid of life. The remaining reluctant townspeople are finally gathered into trucks by the guardsmen and hauled away to safety, while Bardmann and Miguel split up. Miguel leaves to return to his house and salvage what he can, and Bardmann sets out to search for signs of his family and Schenk's passage, if any. He finds a strip of Katy's dress snagged in the wreckage of the smokestack and digs through the bricks and crumbled mortar, only to find the gruesomely crushed bodies of the men who tried to assault her. Shocked at the carnage, but relieved that Katy apparently survived, Bardmann continues along Main Street, dodging and leaping across fissures and heaps of rubble. Miguel soon returns to his home to find it surprisingly intact and begins sifting through the place to gather together what he can. At the same time, someone makes their way through the scrub brush behind Miguel's house and silently enters through the back door. And as Miguel finishes gathering his belongings together, the eerie laugh of a child sounds from the back room, startling and visibly unnerving the old man. He slowly makes his way to the back room - his bedroom - the laughs sounding several more times before stopping. Miguel warily enters the room, machete in hand, and stops at the bedside just as a cat suddenly drops from the rafters and onto the bed, rabidly hissing at the old man, eyes glowing white. It leaps toward him, but he quickly thrusts the machete forward into its skull, killing it and sending the body falling to the floor, blood pooling around the corpse. Miguel sighs in relief and sits on the bed to rest. Just as he stands to leave, a hand with a sharp knife reaches from under the blanket on the edge of the bed, stabbing Miguel in the Achilles and sending him crumpling to the floor in agony. As the injured Miguel inspects his wound, the blanket on the edge of the bed rises and falls aside as Mark emerges from beneath, bloodied knife in hand, horribly scarred face smiling at first, and then contorting into a vicious, inhuman snarl, crooked and bloody teeth bared. Miguel shirks back in fear as Mark brandishes the knife and advances upon him, viciously stabbing and slashing at the old man, killing him. Bardmann continues through town, barely escaping the collapse of another storefront that tumbles into the street. He leaves Main Street and makes for Miguel’s house, finding the front door open, the main room trashed and an unnatural fog clinging to the floor. Searching through the room, Bardmann then goes into Miguel’s room, where he finds the corpse of the dead cat, partly eaten, and the blanket-covered and mutilated corpse of Miguel. Bardmann now flees the house in fear, but while returning to town he falls through a fissure and into the sewage system. Shaking himself off, Bardmann sets off down the narrow tunnel and toward a light not far ahead, but soon realizes that he’s not alone. Racing to the exit, Bardmann emerges into a drainage ditch on the south side of town and stops to wait for his pursuer. Someone emerges from the sewer and looks around wildly. Bardmann now knows something isn't right about this person, finally, with a sense of horror, realizing Miguel was right. With all his might, Bardmann runs at the person and beats them with a heavy object, unseen except for a shadow cast on the culvert. Satisfied, he runs along the waterfront and toward the wharf, a deranged laugh escaping his mouth – a clear sign of mental breakdown. A short time later, he reaches the wharf and seeks refuge in the warehouse, but again flees outside when another quake strikes and levels the building. The quake also dislodges and partly ruptures an oil storage tank, which starts leaking onto the wharf. Staggering to his feet and choking on dust from the collapse, Bardmann looks up to see Mark standing not ten feet in front of him and smiles at the boy before he notices the knife and Miguel’s machete: both covered in partly dried blood. He advances to within five feet of Mark, who starts taunting him about the mistake that got him fired from the San Diego Sun – the death of his co-worker Leah Johns in an accidental shooting by police: something that he never told Mark about. Mark then briefly taunts him in Leah Johns' voice. Bardmann asks Mark what happened to him, to which the boy replies in a rasping, water-choked and almost inhuman voice, “It’s okay – I’m back now, Daddy. There's nothing to worry about.” Bardmann shudders at these words before confessing that Miguel had told him about the power of the burial ground a month or so before the boy’s death, and that he had him buried at the edge of the cemetery, thus making it easier to exhume his body and re-bury him in the old grounds, hopefully to return him to life. At the mention of the word ‘life’ Mark drops the machete and barrels toward Bardmann, growling fiercely and screeching, at which point a struggle ensues, Mark slashing at his father’s arm with the knife, cutting it deeply and bloodying the older man badly. Off to the north, on the coastal road leading to the smaller town of Lucaston, Schenk and the rest of the Bardmanns arrive at the meeting point, but with no sign of the elder Bardmann present, the group decides to seek refuge in an abandoned mine just off the road. There they rest for several hours, the Bardmanns getting some much needed sleep. As the family sleeps, Simon and Katy suffer a joint nightmare, in which they find themselves at the center of town, a massive column of black smoke boiling skyward, and almost inhuman sounds of agony echoing through the air. Schenk, unable to sleep, hears the eerie laughs of a child from deep within the mine, keeping him alert and utterly terrified at the same time. He whispers to himself, "I'm so sorry, Mark" and shivers uncontrollably just before freezing in utter terror as he catches sight of a figure stalking toward him through the shadows of the mine shaft. But just as suddenly, the "figure" vanishes. Back at the Upperton wharf, the undead Mark appears to have gained the advantage against the elder Bardmann, who is badly wounded and bleeding profusely. Just as the boy moves in to kill his former father, a sudden quake throws him off balance and into the pool of oil leaked by the storage tank, soaking him in the dark liquid. Angered, Mark stands to his feet, knife still in hand and sees Charles standing to his feet as well, steadily gripping the machete, and in a final burst of rage and adrenaline, he charges the boy, wildly swinging the machete at him. Mark blocks the blow all too easily, disarms him, and stabs the older man through the leg with the machete before kicking him backward nearly ten feet and into the oil slick. Mark advances and closes in, swinging the knife wildly, but he fails to notice Bardmann clutching a pocket lighter, setting fire to the oil around them almost instantly. The boy screams in agony and defeat as the most powerful tremor yet sends the wharf and much of the waterfront collapsing into the ocean, setting the oil slick afloat. Mark’s undead form wrenches and twists as he hears a weak laugh sounding from Charles, who is very nearly dead himself. The sea of fire rapidly consumes the man, and soon, Mark as well, whose body finally sinks below the surface, eyes blinking one last time and growing still as he dies – finally at rest. Above the water's surface, a shimmering black vapor mixes with the smoke from the fire and crawls slowly skyward, disappearing amidst the slowly growing cloud of haze as the whole center of town falls into the ocean with a thundering roar. Back on the north road, the Bardmanns and Schenk are now on foot, the truck having broke down shortly after they left the mine. The tremor from the collapse of the town center rumbles through, setting off a massive rockslide that engulfs the road behind them. A new series of smaller tremors begins to generate multiple rockslides, and cause sections of the cliffs beneath the road to shear off into the ocean, taking a huge swath of the road with it. After several minutes, the massive rockfalls cease, and the group stops for rest within sight of the bridge spanning the Lucaston River Gorge, an unnerving silence pervading the air. But no sooner have they stopped than Schenk hears a loud inhuman wail, and he consequently urges the Bardmanns to cross the bridge without him. At their protests (mainly Simon and Katy) Schenk confesses that he may have been partly responsible for Mark's death, breaking down into tears as he does so, leaving the Bardmanns unable to respond. Alice then realizes that Charles had expected Schenk to get them this far and no more, at which she leads her reluctant children away from him and to the far side of the bridge. Schenk watches as Alice gives him a sad look and turns away. Now alone, he scales the bridge's X-braced metal girders all the way to the top. He stands, albeit unsteadily, atop the bridge, scanning the southern horizon, and spots a dark figure emerging from over the rockslide, chilling his blood: he sees Mark, even more heavily scarred, his face and clothes horribly burned, and hair mostly gone, a contorted grin on the boy's face. Just as Schenk kneels, folds his hands, looks up to the sky and whispers inaudibly, a tremor sends him falling down the side of the bridge. He barely catches himself, dislocating an arm in the process, forcing him to grab on with his other, the injured one dangling limply. A sudden rumble forces him to look up, catching sight of several barrels wedged among the support girders, stamped with a series of faded red letters. Schenk has little time to ponder, and lets go a split second before a massive explosion incinerates him and tears the bridge apart. As the smoke from the blast clears, the Bardmanns continue on up the road, which is when Katy finds a note stuck to the back of Simon's shirt collar: it's from Schenk, asking the family to forgive him, and to find his twelve year-old son Kyle in San Diego. Simon now stares off at the ocean and spots a dark, silhouetted figure to the side of the road far ahead, whom Katy spots, too. They look at each other in bewilderment and shudder nervously as they hear a quiet, eerie voice tell them something in an indistinct, whispering tone. In a brief post-credits scene, a photo of Mark is shown lying on a small end table, bathed in rays of light from a nearby window. Someone picks it up and turns it over, revealing the date scrawled on the back: January 18, 1907. "Who were you?" they ask.
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