X-Men By Ed Solomon Revisions: Chris McQuarrie Tom DeSanto Bryan Singer February 24, 1999 BLACK Sounds of a train rolling to a halt, a shrill whistle. EXT. CAMP - DAY UP ON the door of a weathered cattle car as a German soldier steps into frame wearing that familiar gray of the all-too familiar era. He throws the door to reveal a mass of huddled and frightened people inside. The words are not necessary. The language is not ours and the images say enough. Men, women and children are herded off the train like cattle toward a large open yard. There they huddle until the Germans begin to shout and shove through the mob. EXT. FENCE CORRIDOR - DAY We are looking up at rows and rows of fences topped with barbed wire all designed to create a separator for the thousands of Jew who pour through each day. Then we see the eyes themselves that look up at them. A LITTLE BOY. A boy who will not die this day. A boy who will live to see the end of the war and the world of the future. He stares at the metal wire with an unusual fascination. The boy looks up at HIS WORRIED PARENTS - a sturdy- looking couple who try to smile and comfort him. The corridor comes to a junction where it splits in several different directions. Soldiers here push the mob using rifles as pikes, screaming and terrorizing the lot of them. Suddenly it is clear what they are doing. They are dividing the mob into smaller groups. Soon, the groups themselves become evident. Men from women. Children from adults. The family tries to stay together, clinging to one another dearly, until finally, they are put upon by a number of gray uniforms and pulled apart. The boy is dragged screaming his feet no longer touching the ground. Two soldiers carry him as they follow the back of a large column of children being led through a gate of barbed wire so dense, it resembles wool. The gate closes and the boy looks back to see his parents - along with many others - being restrained by a number of soldiers. The screaming is deafening. And the boy's can be heard above it all. The soldiers seem to be having a hard time carrying such a frail child. The farther they get from the fence, the heavier he seems to get, until they are literally pulling him as though he were anchored to something. His outstretched fingers claw at the thin air and he screams until the blood in his face is blue. The soldiers are literally pulled back a step and they begin to slip in the mud. They look at one another and then over their shoulders as they hear a sound. A groaning, creaking sound. And then the unmistakable twang of wire stretched to snapping. ANGLE ON: The fence. The gate that separates the parents. It bows toward them like iron filings to a magnet, and several of the strands of barbed wire have given way. The boy continues to scream as all the other faces simply freeze and wonder. One of the soldiers pulls a wooden baton from his belt and brains the boy violently. He slumps and the soldiers carrying him spring forward as through a rope that was holding them back has been cut. They nearly fall, looking at one another with some concern, some confusion.... Then they follow the line of children that has gotten ahead of them. ANGLE ON: The boy's parents watch him as he -- as they, are taken away. The rest of their story is as you would expect. EXT. SKY - DAY Bright, bright blue framing a blinding white sun. PAN DOWN AGAIN TO REVEAL: The cracked, drought-stricken soil of nowhere. TITLES: KENYA - 1978 A group of children at play. Tribal children who, without the help of the titles, could be from any age. They run through a tiny village of tents, playing. Every child holds a long reed-like stick and they chase each other playing their version of tag. As each child is tapped, they chase the others. Each trying to avoid being "it", though never going far enough away to miss the fun. One girl in particular. A PRETTY GIRL OF 12, with unusual white hair, is tagged and immediately shunned. She chases kids this way and that, but to no avail. She is not strong enough, nor agile enough, to win. She tumbles and lands on her stick, snapping it. She stands and, when the children see that her stick is broken, they begin to giggle. The giggles become laughter and the laughter becomes a taunt, and before we even realize, the inherent cruelty of children let loose becomes evident. They have now formed a circle, at first avoiding her touch with distance, but now growing tighter with menace. In the unspoken manner of children at prey, the group begins to chant in their native tongue - a song we have not heard but sung in a way none-too inviting. They begin to poke at her with the reeds, driving her back. The girl now moves to the center of the circle, no longer wishing to tag anyone. ONE DEVIOUS CHILD seems to get an idea. He takes his stick and smacks it across her shoulder. She turns to face the child and another swings his stick across her back with a solid THWACK. Before long, mob rule gives way and all the kids are swinging at her and laughing. It grows to the brink of frenzy, the laughing and the shouting not too unlike the noise of the previous scene. So much so, we may miss the first flake of snow. The children certainly do. It is snowing for a good ten seconds before the last of them stops. By then, the snow is thick as flies and wafting down to melt instantly on the hot African soil that has never seen snow before. ANGLE ON: Adults come out of their huts and in from the fields and the whole of the village is soon gathered around the little girl, staring up from the clear blue sky and the snow that falls from nowhere. From nothing. One by one, all eyes fall on the little girl and the looks of curiosity become looks of fear. Of superstition. Punctuated by a solid thump. And then another. AN OLD MAN looks down at his feet and sees a tiny, misshapen ball of ice, no bigger than his eye. He looks at it, bites it, then pops it in his mouth - breath turning to steam. Another such chunk of ice pops him on the head. THE CROWD LAUGHS. They look up again and see that mixed with the snow are tiny pellets of hail, seeming to increase in number as the snow mysteriously wanes. And the pellets are getting larger. Until they land as hunks. The white haired girl drops to the ground and covers her head as hailstones the size of baseballs plow into the Earth. Before long, tents are collapsing and panic ensues. And all along the white haired girl sits huddled in the dust, crying. As hailstones fall in a circle around her, never coming closer than then a few feet or so. INT. HIGH SCHOOL GYMNASIUM - NIGHT ONE MORE SKY. This one a backdrop. Cheap paint and tissue paper hung with hooks on a wall just behind the basket on a full court. As we pull back, we see the skyline of New York, crudely made out with its silhouette buildings of dark gray and black - windows of yellow. Among the famous landmarks represented is the Statue of Liberty, complete with a real light bulb burning in the torch. We are at a prom. The theme is RHAPSODY IN BLUE and the decor has made tragic efforts to show it. The tablecloths are blue, the napkins are blue - far too many of the tuxes are powder blue, and the blue eye shadow is as heavy as expected. Peter Gabriel's "In Your Eyes" gives painful indication of the era, but here it is, nonetheless: SOUTHERN CALIFORNIA - 1986 MOVE ACROSS THE FLOOR and through the swaying, clutching, sweating dancers to the bathroom. Through the door to the usual - INT. BOYS BATHROOM - NIGHT Several boys are here, bow ties undone - unclipped in most cases. Smoking, drinking from whatever inventive container was used to smuggle in booze. Breath freshener and Visine are the chaser. Some of the guys are rolling joints while others make the sad effort to wave smoke away. Who are they kidding? It's a fog in here. MOVE DOWN THE ROW OF TOILET STALLS to one in particular. Here we find A FRECKLED KID standing in front of mirror, clearly holding himself up from the effect of God knows what. He talks to his friend in the he stall behind him. FRECKLED KID Man, what's the matter with you? His friend is on the toilet with his head in his hands. He seems to be in some pain. He is SCOTT SUMMERS - AGE 17. FRECKLED KID (contíd) Dude. Lighten up. She's just a girl. You just gotta- SCOTT No, my eyes... my eyes are killing me. The Freckled kid offers a small plastic bottle. FRECKLED KID You want some Visine, man? SCOTT My... eyes... The freckled kid looks and sees that Scott's eyes are watering so badly that tears are literally streaming through his fingers. He goes back to the mirror to look at his own. SCOTT ... they're burning... The freckled kid turns back to him. FRECKLED KID Dude, how much did you smoke? SCOTT I didn't smoke anything. Scott looks up, taking his hands away, revealing for an instant that his eyes are merely bright red embers in his head. Featureless but for the color. Freckles takes a step back. INT. GYM - OUTSIDE BOYS ROOM - NIGHT A blinding flash of light shows through the frosted glass in the double door and cuts through the crack into the dark of the gym. All who see it are stunned. Frozen. A lingering moment of confusion, then: BOOM, the doors to the Boys Room burst open and the occupants scatter into the gym. INT. GYM - STALL - NIGHT Freckles is still there, legs locked. FRECKLES' P.O.V. He looks at Scott who is now crying meekly in the stall, covering his eyes again -- afraid to open them. The door of the stall across from him swings closed TO REVEAL: A HOLE, PUNCHED THROUGH THE STALL DOOR framing Scott's face perfectly. Pull back to reveal that the hole continues through the wall, into the girl's bathroom next door. In the corner several girls huddle together, they are afraid. INT. SENATE HEARING ROOM - DAY Packed with reporters and photographers. There's a dais - a raised panel of senators - and a second, lower panel. This is where the "experts" are testifying. Panning across the faces of several G.O.P. creeps as they watch something with varying degrees of interest. TITLES: WASHINGTON D.C. - THE NOT TOO DISTANT FUTURE A woman's voice holds over the proceedings. It is the voice of JEAN GREY - whom we will soon meet. As she is speaking, we come to a large screen television at one end of the room. JEAN (O.S.) In every organism on Earth there exists a mutator gene - the X-factor, as it has come to be known. It is the basic building block of evolution - the reason we have evolved from homo habilus... FOOTAGE REFLECTS THE VARIOUS STAGES OF HUMAN EVOLUTION. Accompanying it is a GRAPH with a DIAGONAL LINE indicating the ascent of the "human being" as we know it. Accompanying the graph are evolving images of the "evolution of man." JEAN (O.S.) (contíd) ... to homo erectus, to homo sapiens Neanderthals, and, finally, to homo sapiens. The animated demo on the screen zooms in on the lowest order of human depicted - homo habilus - a primitive, ape- like humanoid covered in hair. As he is singled out, the terrain of his time appears, along with the harsh signs of his winter. JEAN (O.S.) (contíd) Taking it's cues from the climate, terrain, various sources of nourishment, the mutator gene tells the body when it needs to change to adapt to a new environment. The process is subtle, normally taking thousands of years. As the graphic changes and depicts WARMER CLIMATE, the HAIR STARTS TO DISAPPEAR ON THE MAN'S BODY - gradually evolving into the human we now know as ourselves. Now the terrain is modern, the weather pleasant. The image pulls back and places this man back in line at the front of evolution. JEAN (O.S.) (contíd) Only in the last few thousand years did mankind begin to make clothes for himself, build shelters, use heat and grow food in large quantities. With this man-made environment remaining relatively stable, the X-factor became dormant. QUICK SHOTS: early huts, early clothing; then early homes, later homes, air conditioning, cars, modern high- rises, etc. PULL BACK WIDER JEAN (O.S.) (contíd) Until now. On the room, the reactions, and on JEAN herself. A strong, attractive woman in her early 30's. A simple placard before her: JEAN GREY. GENETICALLY ENHANCED RIGHTS ASSOCIATION. The screen shows the words "PRESENT DAY," where the "evolution line" has resumed its rise. JEAN (contíd) For reasons still not known to us, we are seeing what some are calling the beginnings of another stage of evolution - A MICROPHONED VOICE interrupts. Bearing down is the flamboyant SENATOR SCOTT "FRANK" KELLY, a conservative from Florida, and the hearing's Chairman. Just behind him sits his aide HENRY GUYRICH - mid 30's, typical government cog. KELLY You're avoiding the question I posed to you at the beginning of the hearing, Ms. Grey. Three words: Are mutants dangerous? JEAN I am avoiding a question that is decidedly loaded, Senator. The wrong person behind the wheel of a car can be dangerous. Another SENATOR (LUCINDA ROWEE) speaks into her microphone: SENATOR ROWEE Well, we do license people to drive. JEAN But not to live. Kelly raises a hand, continuing his tirade. KELLY Ms. Grey -- you work at a school for mutants in Westchester, New York. Can you tell the members of this committee what exactly you are teaching these mutants? JEAN Math. History. Science. English. Athletics -- KELLY You wouldn't happen to be teaching them how to use their powers to -- JEAN Control, Senator... we teach them control. Kelly raises a blown-up photograph: a grainy, super- zoomed, somewhat obscured image of a CAR ON A FREEWAY which appears to have "melted." Now he's really playing to the crowd. KELLY This was taken by a state police officer in Secaucus, New Jersey. A man in a minor altercation literally melted the car in front of him. I don't know where you come from, Ms. Grey, but where I come from, you don't go melting people's cars when they cut you off. You do it the old fashioned way -- you give 'em the finger. (laughs from the crowd) But what you presume to tell this committee - JEAN I presume nothing, I am here to tell you that in time, the mutator gene will activate in every living human being on this planet. Perhaps even your children, Senator. KELLY I can assure you, there is no such creature in my genes. The room LAUGHS. Kelly mistaken thinks it is for him, until the double meaning occurs to him. He is momentarily embarrassed, but he quickly recovers. KELLY (contíd) Ms. Grey, we are not here to weed out mutants. The Registration Act is designed merely to assess their potential threat - if any - to national security. The crowd reacts loudly in support of the Senator. Some cheer, some roar, some yell obscenities at Jean. Jean stands and walks out, pushing her way through reporters now moving in for her response. All the while, Kelly is delivering his last words. KELLY (contíd) Mutants are very real. They are among us. We must know who they are. And above all, we must know what they can do. AS THE SHOUTS OF THE MOB RISE AND GIVE WAY TO: EXT. CAPITOL BUILDING - WASHINGTON D.C. - DAY An angry mob outside the Senate hearing. Voices roar in dissent when Jean emerges, coming down the steps without hesitation. She sees signs condemning mutants, a scarce few supporting them. A group of reporters are behind her and more meet her in front, closing her in. Microphones are shove in her face. REPORTERS/VARIOUS Dr. Grey, how do you feel about the Senator's Statement / How is the mutant community reacting? Is it true that mutants are dangerous? / Is there a mutant plot to overthrow the government? She ignores them all, trying to push through. ANGLE ON: A KID IN THE CROWD holding a full can of Coke. Smiling to his friend beside him. He fires it over the heads of everyone toward Jean. Perfect trajectory. Closing fast. Suddenly: Silence falls over the crowd. A total silence. An absolute silence. All eyes watch in awe at the can and its liquid trail, frozen in mid-air a few inches from Jean's face. It simply hovers there. JEAN Weíre not the ones to be afraid of. Using telekinesis she slowly lowers the can to the ground. She shakes her head, almost ashamed of the display. Almost as if to say ìI didnít want to do that.î The can rolls down the steps. People move away from it as though the can itself were dangerous. The crowd steps back in genuine fear. Jean simply moves ahead now, unimpeded, still shaking her head. EXT. CABIN IN THE SNOW COVERED WILDERNESS - DAY Smoke curling from the chimney, warm light emanating from the window. A well-worn pick-up truck parked axles deep in the snow, the back filled with a cord of cut wood. A hand painted scrawl on the door reads: Firewood for Sales A slope, just behind the cabin leading to a frozen lake. PUSH IN SLOWLY TOWARDS THE CABIN. Ten beers sit cooling in the snow outside the door. We hear LED ZEPPELINíS ìBLACK DOG.î INT. CABIN - DAY Music thunders, quite a contrast to the surroundings. A cosy little abode, showing signs of neglect, as though decorated with a gentler touch that passed not too long ago. A large shelf replete with books. An electric mix from Sun Tsuís The Art of War to Mark Twainís The Adventures of Huckleberry Finn. A fire burns in the fireplace. On the mantle sit a few old black and white photos of a slightly younger Logan posing with a group of HARD-CASE MILITARY TYPES in a heavily wooded area. We can not tell if they are true Military or simply mercenaries. In the wall above the mantle, a sketch of a beautiful woman. And finally we come to the occupant of the house, sitting at the only table in the center of the room. His back is to us. His hair is coarse and black, sprouting wildly from his head. He is LOGAN. We will come to know him well. As well as we can. Despite the loud, pounding music, he is working with the meticulousness of a watch maker. At the same time, he smokes a thick cigar. A tall bottle of beer on the floor next to his chair. A SINGLE, SILVER DOG TAG hangs from his neck from a battered chain. As we get closer, we look over his shoulder and see what he is working on so intensely. Pencil rubs against paper furiously. He is sketching, what we cannot see. But he is definitely caught up in his own minds eye. HIS HEAD SUDDENLY TURNS. He listens to something we cannot begin to hear. A momentary pause, and he goes back to sketching. Just as he seems to be settling back into the details again. WHACK He reaches over and shuts off the music coming from the box beside him. He listens. He stands, turning around slowly in a circle. He drops the sketch pad on the chair. Only the crackle of logs in the fire. LOGANíS P.O.V. We follow his gaze around the room. Past the fire which sounds suddenly like a blazing inferno, past the clock which ticks as loud as clapping hands, past the simmering tea-kettle which hisses like a seething cauldron. Finally, he glances at the cigar which we hear crackling nearly as loud as the fire. Loganís senses are amplified many times more then ours, he walks to the door. E.C.U. His nostrils flare. He raises his fist beside his face. For a moment, it seems as if he is just chinking. Then -- SHOOK - THREE STEELY CLAWS some nine inches long, emerge inexplicably from the skin just above Loganís knuckles. Logan barley turns his head before. BOOM THE WINDOW EXPLODES, letting in freezing wind and billowing snow. Logan is hit from behind. The attack is so ferocious that we are unable to make out the attacker. Whatever it is, it is HUGE. We can hear it snarling and see flashes of its claws as it slams Logan back. EXT. CABIN - DAY The front door SMASHES OPEN. The two combatants roll madly down the hill obscured by flying snow. Finally, we see Logan separate from his attacker and CRASH THROUGH THE ICE of the frozen lake. E.C.U. - A MASSIVE CLAW-LIKE HAND lifts into frame the SHINING DOG TAG hanging from it. The tagís chain slides off and too the ground. UNDER ICE Logan struggles, already short of breath. As he struggles -- water starts to fill his lungs. His skin goes pale. He is drowning. EXT. ABOVE ICE - DAY We hear an angry grunt as the thing starts to hunt for Logan. It stalks across the ice, searching. We catch a glimpse of shoulder, a CLAWED FOOT, a MANE OF HAIR. UNDER ICE Loganís struggle has decreased somewhat as his strength wanes. CRACK The ice above Logan shatters as a clawed hand reaches through. EXT. ABOVE ICE - DAY A violent YANK. The ice gives way to the soaked and half- frozen Logan. The creature picks Logan up by his face, CUTTING DEEPLY into his cheek, and holds him up like a rag doll. The two are face to face. This is called SABRETOOTH. The reasons are obvious. Teeth like said animal and catís eyes to match. A mutant, certainly a member of a class remote in the extreme. And then it speaks. SABRETOOTH Itís not gonna be that easy. Logan, half-drowned, opens his eyes and looks right at Sabretooth as though heís going to say something. Instead, a LUNG-FULL OF WATER comes shooting out. With that, Sabretooth ROARS, as he hoists Logan up and throws him. Logan flies nearly ten yards. He lands head first. Sabretooth skulks over to him. With the sound of Sabretoothís breathing comes the rising of the wind... Snow from the ground begins to swirl in the bitter cold air. Sabretooth is nearly upon Logan now and the wind rises further, until he must shield his eyes from the bitter icy air. As he approaches, we see a fresh cut on Loganís face HEALING BEFORE OUR VERY EYES, leaving not so much as a scratch. THEN: A SUDDEN FLASH OF LIGHT Lightning. No. Lightning is not red. Sabretooth looks around, puzzled, then down at Loganís motionless body. Then to his feet where a hole in the ice sprouts bubbling water. The wind blows so violently now that he nearly misses two figures standing only a few yards away - mere silhouettes in the icy haze. A closer look tells us it is a man and a woman, THEY WEAR STRANGE UNIFORMS of form-fitting material - the man wears a reflective visor that hides his eyes. The womanís face is care revealing dark skin, penetrating eyes and unusual white hair. ANOTHER FLASH - one that seems to come from the manís visor itself. An intense beam of red light. Sabretooth looks down and sees the ice at his feet has broken away. He plunges through the ice like a mark in a carnival dunking tank. His massive weight and hairy coat quickly suck him down. The TWO FIGURES - CYCLOPS (Scott Summers) AND STORM (Ororo Munroe) - obviously two of the children we saw earlier now grown - move over the hole and calmly watch Sabretooth gather himself and swim back to the surface. Storm looks down at the hole, concentrating her intense gaze. The wind whips further and the water in the hole begins to freeze over. UNDER THE ICE Sabretooth wisely concedes. With one last look at the two mysterious figures now nearly obscured by the ice, he turns his body and swims away with the same agility he had on land. ABOVE THE ICE THE SNOW AND WIND ARE NOW VIOLENTLY RAGING Cyclops and Storm walk over to Logan and look down at him curiously. LOGANíS P.O.V. They look at one another, wondering. Above them, a black shape looms into frame, bringing with it the whining of jet engines. This is the X-JET and it is like no other plane we have seen before. Loganís eyes begin to close as they obscure the last of all perceptible detail. INT. CAVERNOUS ROOM - NIGHT CLOSE UP ON: The Periodic Table of Elements. A chart made up of blocks depicting the elements and their chemical symbols. Among the standards like Gold (Au) and Iron (I) and Oxygen (O2) is a new square on simple red construction paper tacked to the top. It contains simply a large letter ìA.î TRACKING SHOT THROUGH: We are in a laboratory of sorts, quite different from any we have ever seen -- and so are its occupants. MORTIMER TOYNBEE, a dim, loyal thug whose agile leaping ability and superhuman strength have earned him the name TOAD. Across the room, JOHN ALLERDYCE, a wiry redhead whose ability to control fire with his fingers has earned him the name PYRO. In the corner we see BLOB, no explanation needed, devouring a BUCKET of cereal, preariously balanced on his huge belly. They are a bestial and sinister bunch. Toad and Pyro are working on: A MACHINE A fantastic device which occupies a hallowed space in this lab. It is meticulously designed, and with its intricate circuitry, wires, and power boards, it resembles most closely (and only resembles, because truly itís like nothing weíve ever seen before) a combination of an upright torpedo and a fantastic light source -- only far more dark and foreboding. Pyro holds a stick of solder in one hand. He lights a lighter with the other, then drops it. Strange thing -- the flame remains hovering about his finger. Quickly the flame intensifies and turns blue, melting the solder over a small circuit board. Then, the flame is gone. He sticks out his hand like a surgeon. PYRO Hand me the dykes. Toad, both hands occupied, flicks his long tongue and grabs a pair of pliers which he rests in Pyroís hand, leaving them slicked with SLIME. The flame in his finger goes out. The slimy coat over the pliers quickly HARDENS, freezing their action. PYRO (contíd) I asked you not to do that. Blob laughs. Toad shrugs. In the background, almost ignored by them, something is on the television. The news. NEWSCASTER (O.S.) Preparations are nearly completed for the upcoming anniversary gala celebrating the formation of the United Nations. With nearly every invitation confirmed, the occasion promises to be the largest single gathering of world leaders in history. The image in the screen is a helicopter shot of ELLIS ISLAND, with Liberty Island and the famous Statue in the background. NEWSCASTER (contíd) Ellis Island, once an arrival point for thousands of immigrants crossing the Atlantic with the hopes of a better life, will open its doors again. Only this time it will be to leaders and their families from over 200 nations. Blob belches his skepticism deafeningly. TRACK FURTHER THROUGH THE LAIR AND OUT THE DOOR as the Newscast drones on. INT. CORRIDOR/OFFICE - NIGHT WE MOVE through subterranean corridors and past dozens of projects that share some similarity to the machine we have seen, including crude designs that have been rejected or stripped of their good ideas. FAINTLY we become aware of a clicking sound. Almost like a stopwatch very far away, always growing louder. The newscast has faded and another voice is getting closer from somewhere down the hall. Sabretooth emerges around a corner heading towards us, turning just as we get to him. The clicking is loud and clear now. Sabretooth enters an office and we follow him. Seated at a desk in the center of the room is MAX LENSHERR - age - somewhere after sixty, but strong and vital for his years. He is more often called MAGNETO. The clicking is from the sound of an executive pendulum thingy on his desk. The six steel balls hang onto one another from string supports in formation depending on how many are let to fly from either end. One ball strikes one and one ball swings out from the other. Two balls and two, and so on. Slight difference. There are no strings supporting the balls, thus defying gravity. A chess set - all of its pieces made of beautifully crafted iron - sits on the far end of the desk. He is watching television, or more accurately listening - his eyes looking off into space, deep in thought. INTERVIEWER ...and the leading voice in the call for Mutant registration is Senator Scott Frank Kelly, of Florida, who claims to support the constitutional rights of the genetically enhanced, but whose crusade to register mutants is gaining popularity. Now Kelly is on the screen. Magneto shakes his head. MAGNETO Not this one again. When Sabretooth clears his throat, the clicking balls instantly freeze and hover there. The volume on the television drops, though no remote is in sight. Magneto notices Sabretoothís apparent exhaustion, his torn clothing, including the slashes in his side. His look asks ìwhat happened?î Sabretooth crosses the room and places the shining dog tag on the table. The one he ripped from Loganís neck. He sits at the desk, puzzling over it. MAGNETO (contíd) Your expression tells me the news is not good, brother. SABRETOOTH I lost him. MAGNETO How? SABRETOOTH It was Xavierís people. They knew. Frustrated. Magneto inspects the dog tag. MAGNETO I want him. That is all they know because that is all you know. Nothing odd about the tag at a glance, military dog tag, weathered and beaten, but certainly plain, Canadian Military, Loganís name, rank, and a faded serial number. His thumb feels the indention of the word at the bottom of the tag that does not seem to fit here. WOLVERINE We hear the voice of Senator Kelly on the TV. Kelly is on the screen giving good face. As he turns up the television, and again, we donít see how, he places the dog tag on his desk, thinking. KELLY I think the Presidentís pre-occupation with international affairs has drawn his attention away from this problem. Americanís deserve the right to decide whether they want their children to be in school with mutants. To be taught by mutants. They also have the right to know the dangers. Thatís the purpose of registration. And mark my words, if the President isnít strong enough to do what needs to be done... As the Senator continues we PULL BACK and see Magneto watching this. He begins speaking over Kellyís diatribe. MAGNETO And you may mark my words, Senator Kelly. All your plotting, all your hatred. I have plans for you. Iíve seen you come, and I will see you go. As Magneto turns Loganís dog tag between his fingers, we canít help but notice FADED PURPLE SERIAL NUMBERS TATTOOED IN HIS ARM. He then drops the dog tag on the desk, Magneto stands and heads for the door, Sabretooth follows. The television shuts off and Magneto waves a hand as though beckoning someone to follow. Or some thing. He stops and looks back at the dog tag on the desk and waves again. A paper clip just next to the dog tag skips off the desk and into Magnetoís hand. He drops it, annoyed and tries again. A slight rattle, then nothing more, as though the dog tag were held down by an unimaginable weight. He walks over and picks up the dog tag, inspecting it, then trying to bend it. Nothing. MAGNETO (contíd) Can it be..? He puts it back on the desk. Now Magneto concentrates - sending a wave of magnetic force that ripples the air around it. The tag trembles, but does not budge. He looks at Sabretooth and smiles. SABRETOOTH Is that what youíre looking for? MAGNETO A piece. Only a piece. SABRETOOTH Is it enough? MAGNETO Enough for a test. And as Magneto looks up at Kelly on the television we: PAN OVER TO A BULLETIN BOARD on the wall beside him. To a periodic table, smaller than the first. But still with that red square and added letter ìAî. EXT. WHITE HOUSE - PARKING LOT - DAY Kelly and Guyrich walk out of the White House on their way to their limousine. KELLY I canít believe the President canít see it. I wouldnít be surprised if he has a mutant on his staff. Kelly and Guyrich climb into the limo and slump back in their seats. INT. LIMOUSINE - DAY GUYRICH Have you thought of a demonstration of some kind? Maybe use the UN Summit to our advantage. The whole world will be watching. KELLY Iím not interested in the whole world, Henry... Iím interested in America. Let the rest of the world deal with mutants their own way. GUYRICH Where to? Kelly rubs his eyes. KELLY Home. Guyrich leans to address the driver. GUYRICH Dulles Airport. INT. LABORATORY - DAY Medical monitors beep, keeping track of the vital signs of -- Logan, who lies in a bed in the middle of a medical lab. In the wall beside Loganís bed is a light board on which hang Loganís X-rays. Loganís skeleton seems to be more the creation of a Deco architect than of nature. Streamlined, refined... almost manufactured. He is asleep, recovering. Jean Grey enters the lab. She walks over and examines the X-rays, fascinated by their unique structure. She notices what appears to be an unusually complex network of bones in the forearm. Jean looks down and runs her fingers over the traces of three incisions on the backs of Loganís hands. Jeanís eye moves across his body. His rippling muscles. Jean uncaps an IV needle and moves to the middle of Loganís arm. We cannot help but notice a diamond ring on her left hand. Jean starts to put an IV in Loganís arm. Just as she is sticking the needle in his arm HE JOLTS VIOLENTLY. SNAP Loganís hand reaches up quickly, breaking the needle off in his arm. He grabs a startled Jean by the throat. He is out of bed. She is unable to speak, choked silent by his grip. He places his fist near her face. We see the three faint scars just above his knuckles. Hesitation. Logan looks at her for a moment. Taken by her beauty. Then he is on his feet. Jean is on the floor, gasping for breath. Logan realizes something is missing. He reaches to his chest and feels for the dog tag. Gone. He stifles a curse. LOGAN Where is it? He looks at Jean who recoils from him in terror. Logan thinks, then bolts. INT. HALLWAY - DAY Logan comes out into an empty hall. Strange. Deathly quiet. It is very sparse and modern, matching the lab we have just left. Logan runs and goes through the first door he comes to, to keep Jean from seeing where he has gone. INT. READY ROOM - DAY He looks around and sees he is in some sort of locker room. A row of lockers run along one side of the wall. And hanging from the other side in a row, are UNIFORMS, much like the ones Cyclops and Storm were wearing in the snow. He starts to rummage through the lockers, coming up with a shirt and pants that almost fit. A pair of sneakers as well. He hears the sound of approaching foot-steps coming from the hallway. He spots another entrance on the far side of the room and, carrying his clothes, he staggers out, still in considerable pain. INT. HANGER - DAY Logan rushes through the door, looking behind to see if he has been seen. He closes the door and leans back to catch his breath... which stops momentarily as he looks around the massive hanger he has entered. The X-Jet, the stealth plane we saw in Alaska, now sits parked and quiet. Logan walks to the plane and stops -- listening. We hear a strange THUMPING. He listens for a second. The sound picks up in speed and we realize that we are listening to the SOUNDS OF A BASKETBALL GAME coming from above. As Logan tries to digest this, the door that he had just come through begins to open, letting in a shaft of light. Logan looks around wildly for a moment, looking for a place to hide when - BING. An elevator door opens in the wall of the hanger ten feet from where Logan now stands. He whips around and runs for it. There is a button marked ìG.î He presses it. INT. HALLWAY - DAY The elevator opens on a hallway that doesnít match the rooms we have already seen at all. It is plush and stately, the hallway of a great mansion. He hears a voice coming from a room. As he gets closer to it, we can begin to hear: VOICE ... until the Emperor Constantine converted to Christianity. With that one act, history was changed. The Christians who were once prosecuted and fed to the lions, became accepted. Now the voice is clear as a bell, coming from a room with the door slightly ajar. INT. CLASSROOM - DAY Logan peeks in and sees in front of a chalk board, a massive blue furry creature called BEAST. Besides two arms and two legs, the only remotely human thing on his ape-like face is a pair of wire spectacles. He addresses a class of kids between the ages of 16 and 17. Besides the occasional physical alterations, there is an overall oddness to the group, giving way to the fact that in some way or another these are all mutants. BEAST So as their leaders went, so did follow the hearts and minds of the people of the Roman empire. Which made for some very happy Christians. Now he sees Logan standing in the door, looking back at him in mute shock. BEAST (contíd) Can I help you? All the students turn to see Logan, standing in a hospital gown with a mean case of bed head. They start to giggle. Logan turns and heads down the hallway to the left. INT. HALLWAY - DAY Logan hears footsteps and quickly does a one eighty back down the hallway. He turns a corner, hugging the wall. He halts. A large oak door stands down the hall. He smells something, taking in a deep breath, his head cocking to the side - listening. He turns and looks behind him. More foot steps. Someone is about to enter the hall. He turns again, ready to run the other way when he sees the SHADOWS of two more people coming from the other direction. Logan is trapped. He lunges for the large oak door and bursts through. INT. XAVIERíS OFFICE - DAY Logan shuts the door and leans his head back against it, exhausted. VOICE (O.S.) Good morning, Logan. Logan, still clutching his stolen clothes, opens his eyes and sees a man sitting behind a large mahogany desk -- PROFESSOR CHARLES XAVIER, an intense and intelligent man just to look at him. XAVIER Would you like some breakfast? Logan, who was prepared for anything but this, just stares. XAVIER (contíd) Iím sorry, allow me to formally introduce myself -- I am Professor Charles Xavier. This is my school. LOGAN How do you know my name? Xavier taps the side of his head with his finger. XAVIER Youíre not the only one with gifts. When he speaks, his lips do not move. We realize Logan ìhearsî the voice in his head. In addition, the voice is accompanied by the FAMILIAR SOUND OF FOOT STEPS indicating that perhaps Xavier had herded Logan through the mansion with his mind. He does not like it. Xavier comes out from behind his desk. We see that he is in a MOTORED WHEELCHAIR. Realizing that he is safe for the moment, Logan begins putting on his stolen clothes. LOGAN What am I doing here? XAVIER I brought you here so that you would be safe from Magneto. LOGAN Who? XAVIER A very powerful mutant who for some reason has taken an interest in you. Iím not sure why, but until we find out, I must ask you to stay. Logan looks Xavier over. He is obviously a kind man who is offering his help. Logan is silent for a moment. LOGAN No thanks. Logan goes to the door. Xavier, disappointed, just watches him go. INT. FRONT HALL - DAY Logan sees a grand entrance with two huge oak doors and brightly-polished steel knobs that scream ìexit.î He starts in that direction when the doors begin to open. A moment of traffic, laughing, chatter... then they are all gone. He gets to the doors and pushes them open. Bright white sunlight floods in, nearly blinding him. EXT. MANSION - DAY The first thing he sees through the haze is wings - GIANT WHITE, FEATHERY ANGEL WINGS. A young boy, no more than fourteen, has them sprouting from his back. He is stretching not only his limbs, but his unusual appendages in the morning breeze. Sensing something - the boy turns, and sees this shambling ruin of a man in the doorway. Off Loganís expression, we hear the flapping of wings and see his awestruck face following the boy onto the sky. This only holds his attention for a moment. Logan looks across an expanse of grounds that house the Mansion. A high, wrought-iron gate surrounds the entire property. He watches as several children play basketball across a large court. Logan shakes his head and is out the closing door. Xavier simply watches from his window. EXT. MANSION - FRONT GATE - DAY Logan heads for the gate. SHOOK -- Logan pops his claws. Suddenly, the gate slowly opens -- Inviting him to leave. He pauses, momentarily confused. He takes one long look back at the mansion. And then leaves. Stay for a moment. Watch him go. Then pan across a sign which reads -- PROFESSOR CHARLES XAVIERíS SCHOOL FOR THE GIFTED Westchester N.Y. PANNING slowly across the road to the thick woods on the other side of the street. SOMETHING MOVES in the trees, catching our eye. Someone is watching. It is Toad, camouflaged amidst the trees and branches. EXT. SKY - DUSK A helicopter streaks across the sky. INT. HELICOPTER - DUSK Kelly sleeps fitfully in the large seat. A bump of turbulence. He wakes suddenly and looks out the window seeing the ocean below. Kelly looks out the window again and sees water. They are flying low. He looks at Guyrich, who sleeps as well. He wakes him. KELLY Where the hell are we? Guyrich looks out the window and looks at Kelly, puzzled. He stands and goes to the door to the cabin of the helicopter. GUYRICH Pilot? No answer. Guyrich tries to open the door. Itís locked. GUYRICH (contíd) Pilot? Kelly looks out the window now and sees the helicopter is closing in on an island - where, is anyoneís guess. What is known is that the place is no pleasure resort. It is in fact some sort of refurbished island fortress, complete with turrets, built right into the side of the cliffs. EXT. ISLAND HELIPAD - DUSK A clearing in the middle of a ring of trees at the base of a rocky rise. The helicopter touches down. THE PILOT, wrapped from head to toe in a flight suit and helmet, gets out and opens the side door, exposing Kelly and Guyrich to the intense wind of the rotors. They cover their eyes, cowering. KELLYíS P.O.V. Two figures come out of a hole in the mountain. One seems extremely larger than the other. Guyrich and Kelly step out. As they get closer he can make out Magneto and Sabretooth. KELLY Dear God... Dear... God. The Pilot removes his helmet to REVEAL: Pyro, smiling. KELLY (contíd) What the hell is this? Kelly is utterly confused. As Magneto nears, Guyrich steps forward to greet him, putting arms around Magnetoís neck and kissing him deeply. Then Magneto looks deep and lovingly into Guyrichís eyes. And with that GUY SHAPE SHIFTS into a beautiful woman who herefore will be known as MYSTIQUE. Her body is covered in iridescent blue scales, which complement her lovely, solid yellow eyes. Kelly, of course, is shocked. Mystique shows a little hip, raising the scales at her mid-section mockingly, as the last of what we thought was Guyrich slips underneath. KELLY You... wha... Who are you... Where is Henry? MAGNETO Mr. Guyrich has been dead for some time Senator. KELLY You mutant bastards... Pyro grabs the Senator as he runs back for the helicopter in vain. KELLY Whatever you do to me... no matter what youíll make me right. Every word I have spoken will be confirmed. MAGNETO Gosh, I hope so. As Kelly struggles against all hope. KELLY People like you are the reason people like me exist. And with that, Mystique walks up. MYSTIQUE And people like you are the reason I was afraid to go to school as a child. With that, Mystique punches Kelly. Knocking him out cold. BLACK INT. MACHINE ROOM - MAGNETOíS LAIR - NIGHT Kelly comes to. Magneto walks past him, holding Loganís dog tag. His thumb crushes one last time over the curious ìWolverine.î PULL OUT TO REVEAL: Kelly is strapped to a metal chair, bound impossibly tight. He struggles. Mystique watches from the far side of the room. MAGNETO Are you a ìGod-fearing man,î Senator? Kellyís reaction tells him he is certainly afraid of something right now. MAGNETO (contíd) That term always confused me. As if there were something to fear. Kelly looks around wildly, terrified. MAGNETO (contíd) God after all, is often defined as all- forgiving. A description I rather like. I think what you really are afraid of... Magneto uses his mind to move Kellyís chair a little closer. Kelly nearly loses it. MAGNETO (contíd) ...Is me and my kind. The Brotherhood of Mutants. He touches Kellyís face and Kelly recoils. MAGNETO (contíd) And this law. Your mutant registration act is only the beginning. KELLY The intention of registration act - MAGNETO INTENTION? Intention, Senator? We are talking about mankind here. His fear. It is only a matter of time before mutants will be herded into camps. Studied for weaknesses. And eventually wiped off the face of the Earth. Kelly shakes his head. There is nothing he can say to sway this man. Magneto turns and admires his machine. MAGNETO (contíd) Well, weíre much more giving than that. We simply want to share with you... To help you understand. KELLY What is it you intend to do to me? MAGNETO (smiling) Letís just say, God works too slowly. Magneto moves to the machine. MAGNETO (contíd) Youíre a leader, Senator Kelly -- you set an example. And if more of you... were like more of us? Well, youíll see. Kelly watches as Magneto takes Loganís dog tag and places it atop a tube at the bottom of a large spire in the center of the room some thirty feet high. He walks toward the opposite side of the room and watches as the tag is raised to the top of the device, through the shaft. MAGNETO (contíd) Donít fear God, Senator. And certainly - most certainly... donít fear me. A beat. MAGNETO (contíd) Not any more. ANGLE ON: MAGNETO raises his arms and a series of metal rings up from the machine platform that holds the dog tag. With a slight motion of his hand, the rings begin to spin slowly gaining in speed as Magneto controls it with his power. The air around it ripples, gaining in intensity. WAVES OF MAGNETIC ENERGY POURS from Magnetoís hands toward the machine. Now, Magneto has the rings spinning around the dog tag at such speed, the rings themselves are no longer visible - merely a blur around the stationary tag. Magneto lowers his hands. The machine is now working on its own. Kellyís eyes grow wide with fear as the metal dog tag begins to glow. Dull at first... the brightly... too brightly. The deafening whine of the machine builds louder and louder. Suddenly -- SILENCE FIVE SECONDS OF ABSOLUTE SILENCE. The sphere vanishes, enveloped in a light so white, it defies description. But Iíll try: A light that seems to ooze rather than radiate. A light that fills the room as it expands outward and engulfs everything in sight. It is liquid light. Creeping and unstoppable. From outside the room, Pyro and Sabretooth watch through the window. It comes through, first casting its shadows darkly against the wall, then erasing them as it swallows them - as though they were never there. INT. HALLWAY - NIGHT From under a door, the light leaks in, filling the room. All through the lair, air vents, keyholes, drainpipes and the like, the liquid light fills the lair to the gills. EXT. MAGNETOíS LAIR - NIGHT THROUGH THE TURRET ATOP THE LAIR, the light beams up into the night sky, shinning like a beacon for miles. Then the white light obscures all. Fueled by this tiny piece of metal, the light extends like an ever growing bubble, out and up over the ocean. PULL BACK FROM THE SMALL ISLAND The bubble of white light is easily five miles across. INT. MACHINE ROOM - NIGHT Kelly grits his teeth, barely visible in the whiteness. Then it is gone. He hangs his head in exhaustion. Magneto himself is a bit overwhelmed. He looks at his own skin - no apparent change. He shakes his head, blinks his eyes. Sabretooth and Pyro are also a bit struck by the display and they also seem a bit dazed. Magneto walks over and reaches into the still steaming metal device. His hand comes out holding the dog tag - actually its remains. A frazzled, blackened wire, warped and spent. Nothing more. And this turns to dust in his fingers. Magneto has amazed even himself this time. The silence is shattered by a phone ringing. Sabretooth picks it up. He listens, then hands the phone to Magneto. SABRETOOTH Weíve found him. Magneto puts the phone to his ear. He smiles. MAGNETO Where? ANGLE on Kelly, his skin glistening slightly, almost luminescent. Pinker (healthier?) then it was when he came in. KELLY Oh... Oh God... what have you done to me? Magneto hangs up the phone. He crosses to Kelly, leans in and whispers in his ear. MAGNETO Welcome to the future... brother. Magneto stands, looks at his machine, then back at Kelly. MAGNETO (contíd) Now if youíll excuse me... I have a train to catch. EXT. TRAIN - NIGHT The silver Amtrack moves speedily through the dark countryside. INT. TRAIN - NIGHT A CONDUCTOR makes his way through a half filled car of commuters taking tickets. He passes a restroom and exits the car. He takes a seat. Logan emerges from the restroom, having avoided paying his fare. A few seats in front of him, in a grouping of seats that face one another, sit four large guys, early twenties -- Theyíre the guys from your college named Brad that used to get drunk and try to drown freshmen in the toilets. Weíll call them BRADS 1, 2, 3, and 4. They are drinking from beer cans in paper bags. Across the aisle from them sits a lone oddly pretty twenty year old girl. Her name is ROGUE -- a dark-eyed and somewhat distant creature. From the shawl around her head to her boots, layers of odd clothing wrap every inch of her body, except her face and hands. She looks worn, it is the face of a runaway. Next to her, a dirty duffle bag. The Brads are staring at Rogue, making lewd comments about her. They have obviously been drinking for awhile. BRAD 1 Hey. Rogue looks at him, then quickly looks away. BRAD 1 (contíd) Hey... Hey Iím talking to you. The Brads laugh amongst themselves at her reaction. BRAD 2 (looking at her duffle bag) Where are you going? BRAD 1 Awww... look guys sheís shy. BRAD 3 Maybe thatís why sheís alone. Is that why youíre alone? Brad 4, who is closest to Rogue, leans toward her. BRAD 4 Iíll keep you company. Rogue is silent and turns her back on him, trying to ignore him. BRAD 4 (contíd) Hey... Iím talking to you. Rogue continues to ignore him. This gets Brad 4 angry. The other Brads watch his failure and laugh. BRAD 4 (contíd) (louder) I said Iím talking to you! ANGLE ON: Logan, his ears picking up everything. Rogue looks down trying not to look at them. Brad 4 will not be ignored. He reaches out to the one place which is not covered by clothing that he can reach - - Rogueís hand lying at her side. BRAD 4 (contíd) (louder still) I said...! He grabs her hand. Suddenly, Brad 4ís eyes open wide as if heís in shock, an instant later, he COLLAPSES. Rogue reels back. Bradís 1, 2, and 3 stand up, they are angry. BRAD 1 Hey, what did you do? ROGUE Donít touch me. Rogue stands, frightened and confused. Brad blocks her in. BRAD 3 Hey Brad, sheís a mutant! Rogue moves to get away, but Brad 1 shoves Rogue. Rogue falls to the floor of the train, right next to Loganís feet. Brad 1 moves toward her. Suddenly, Logan steps in front of Brad 1. LOGAN How about you sit down and leave the kid alone, alright? BRAD 1 Sheís a mutant. LOGAN Yeah, well, nobodyís perfect. ANGLE ON: Rogue, she gets up and huddles toward the rear of the train. BRAD 1 (who is considerably larger than Logan) I think you should take a seat little fella. He shoves Logan backward. Logan gathers himself. Brad 4 is very weak but regaining consciousness. Brads 2 and 3 stand to back their friend against Logan. Itís now three against one. All the passengers are watching -- LOGAN Listen -- I donít want any trouble. BRAD 1 Well you got trouble. Brad 1 slams his fist into Loganís stomach. Logan grabs the manís fist and lifts him up and over, slamming him into the train floor. Brad 2 grabs a commuterís briefcase and smashes it on Loganís head. Bursting open, its contents fly everywhere. Logan turns. Brad 2 stares wide-eyed as the gash on Loganís head starts to heal. Suddenly, Brad 1 is up. He grabs Logan around the neck from behind. He holds Logan in his head lock while Brad 2 and 3 start punching him in the stomach and face. Logan is taking quite a beating and naturally the entire train of people are doing nothing. ANGLE ON: Loganís eyes, his pupils are getting smaller. His brow furrows like a wolf. A low guttural GROWL. Suddenly rage -- PRIMAL RAGE Loganís feet kick out, his left foot strikes Brad 1 in the face knocking him backward, while his right foot hooks around Brad 2ís head dragging him forward. With his left hand Logan grabs Brad 2 by the throat, squeezing the esophagus. Brad 2 is paralyzed. His eyes roll up as the oxygen is cut off. Brad 2 collapses. ANGLE ON: Brad 3 running out of the car with the other passengers. A TRANSIT COP pushes past the fleeing passengers, into the car. Brad 1 still bear hugs Logan from behind. Logan reaches pushing his knuckles against Brad 1ís leg. Suddenly: SHOOK -- the sound of metal extending. Brad 1 howls in pain. SHOOK -- the sound of metal retracting. Brad 1 releases Logan and stares down at three punctured holes in his leg. Logan wheels around, kicks him to the floor, and punches him. All eyes in the train are on Logan, as he raises his fist. SHOOK -- Logan extends his claws. Logan is at the peak of his rage. The passengers stare in disbelief. Even Rogue is astonished. TRANSIT COP Freeze... transit police. Drop your weapon. Logan pauses, only for a second. Brad 1 is wailing for his life. But rage has taken over. Logan raises his blades to finish what he started. Suddenly, THE TRAIN LURCHES VIOLENTLY. Logan goes flying backward. EXT. TRAIN - NIGHT The train has been brought to a sudden stop -- but the wheels are still turning. Finally, they are shut down. INT. TRAIN CAR - NIGHT The lights are out. Everyone gathers themselves. Then comes a low grinding creak. The sound of metal bending. Rivets popping. EXT. TRAIN - NIGHT Like the top of a sardine can, the entire side wall of the train car is peeled off. Revealing the terrified passengers inside -- and Magneto, Sabretooth, Mystique Toad and Pyro on the outside. With a final thrust, the air RIPPLES and Magneto tosses the car wall to the side. Passengers from the other cars stare wide-eyed out their windows. The train has stopped at a railroad crossing, the gates are down. MAGNETO You can come out now, Logan. Youíre among friends. The transit cop rises to his feet, brandishing his pistol. TRANSIT COP Freeze! With a turn of his finger, Magneto draws the pistol to him. The cop holds tight and is yanked off the train, onto the ground. With another twist of his hand, Magneto makes the gun leap from the copís grasp and HOVER, pointing at the copís head. MAGNETO You Homo Sapiens and your guns. The gun cocks. XAVIER (O.S.) Thatís enough, Max! All turn to see Xavier, seated in his wheelchair -- flanked by Cyclops, Jean and Storm. All, save Xavier, are in uniform. THUNDER RUMBLES ACROSS THE SKY ANGLE ON: Storm, a GUST OF WIND. MAGNETO Iíll never understand your regard for them, Charles. XAVIER And Iíll never understand terrorists. MAGNETO I am trying to save our kind, Charles. You should do the same. XAVIER Not at the cost of lives, Max. Xavierís metal chair is gripped by magnetic forces. It shakes and begins to inch towards Magneto. MAGNETO Magneto. The chair is pulled closer to Magneto. Cyclops steps forward. Xavier need not turn to know help is coming. Magneto sees and respects Cyclopsís power. The chair stops moving. XAVIER (to Cyclops) Itís alright... itís alright. Magneto glances at Storm, then Cyclops. MAGNETO The two in Alaska. Just how do you people manage to be in the right place at the right time? Still tinkering with Cerebro? XAVIER (referring to Logan) What do you want with him? Magneto smiles now, tapping his METAL HELMET. MAGNETO Canít read my mind? Xavierís expression falters. It appears as if the helmet has been made to block Xavier from doing just that. MAGNETO (contíd) Iíll tell you something, Charles, we are more alike now than we were when we started. XAVIER Is that so? MAGNETO Still trying to make the world safe for our kind. Still trying to find a way to introduce ourselves -- definitively. XAVIER You definition of definitive was always a bit extreme for me, Max. What is it like these days? MAGNETO Letís just say that I am out to make some radical changes. Now come on Charles. For old times sake, for your sake... Leave him to me. Logan slowly rises from the huddled passengers. Sabretooth fighting the urge to move on him. Logan glares back at Sabretooth. MAGNETO (contíd) Ahh... there you are brother. I believe you possess something I am very much in need of. Just then, SABRETOOTH ROARS UNCONTROLLABLY and punches Toad in the stomach, doubling him over. Oddly - Toad is laughing. He stands upright. TOAD Do it again. Another roar and another punch. Toad is crying and laughing at the same time. TOAD (contíd) Oh God it hurts. Do it again. Magneto watches this, momentarily stunned. Suddenly, Pyro grabs hold of his face. PYRO IíM BLIND. And Mystique MORPHS into a small child and begins tugging at Magnetoís pant leg. MYSTIQUE I have to go to the bathroom. Magneto looks at the cause of it all: XAVIER, HIS EYES CONCENTRATING, HAS ALL OF MAGNETOíS MINIONS UNDER HIS PSYCHIC CONTROL. Cyclops cannot help laughing. Storm and Jean smile. Magneto is furious. MAGNETO If I could make you understand. If you could just be made to see it the way I do. The way itís going to be. XAVIER The way what is going to be? MAGNETO Iím going to change the world with or without you as a witness, Charles. (Points to Logan) And this one gets a front row seat. XAVIER What do you mean to do? And Magneto steps back a little further. His oddly behaving consorts follow. MAGNETO This checkmate goes to you. I didnít want to hurt anyone. But you leave me no choice. XAVIER WHAT DO YOU MEAN TO DO? Sabretooth and Toad walk away, still with the punching and asking to be punched. Magneto takes the little girl/Mystique by the hand and the blind Pyro by the arm and leads them away, humiliated, to their waiting helicopter. Xavier turns back to Logan, still standing in the train car, amidst all the huddled passengers. Suddenly, all the passengers except Rogue lay on the floor and seats and go to sleep. A few of them even snore. XAVIER (contíd) Now will you come back with us? A look crosses Loganís face. Uncomfortable. LOGAN Look, I appreciate your concern. But, I do better on my own. Xavier indicates the wreckage of the train. XAVIER You got less than sixty miles today. Iíll make you a deal. Two days. If we havenít figured out what Magneto wants with you by then... Iíll bring you back myself. Logan looks up at Xavier suspiciously, hating that he is making sense. Xavier moves closer. Logan looks over at Rogue, covered in her layers of clothes. Storm is helping her off the train, yet taking care not to touch her skin. LOGAN What are you going to do with her? Xavier looks to Rogue. A warmth comes over his face. An look of understanding. At a glance he has read her mind. He knows her pain -- her struggle. Rogue looks to Xavier. Their eyes meet. XAVIER Rogue is a beautiful girl, with an extraordinary power. One that even her own family isnít able to accept. Sheís been on her own for weeks now, searching for a home. A place to belong. Xavier turns to Logan. XAVIER (contíd) -- Weíre going to give her that. Logan looks at rogue, contemplating this. Then to Xavier. LOGAN Forty-eight hours, old man. But if you cross me, I wonít feel any guilt about what I do to you. XAVIER Deal. Logan eyes the rest of the gang until he settles his gaze on Jean. He offers a faint seductive smile. This is not lost on Cyclops. INT. MAGNETOíS LAIR - CELL - LATER - NIGHT A cell with bars, but no visible door. Kelly is hunched over his toilet, heaving. His suit is rumpled and dirty, showing signs that time has passed. There is a television just outside the door: We see SEVERAL NEWS HELICOPTERS circling a platform built against the backdrop of the main entrance to Ellis Island. We see massive security measures, the likes of which have never been attempted, being prepared. (Voice plays over the rest of the scene) NEWSCASTER (V.O.) Is there such a thing as too much security? A possible complication adding to the United Nations Anniversary is the sheer number of security personnel for what will be the largest single summit in the history of the planet. He walks towards the cell and tries to look down the hall, pressing his face to the bars. NEWSCASTER (V.O. CONTíD) While the Secret Service has never had difficulty handling one or even several world leaders, it has never had to handle the daunting task of watching over all of them. It is only then that he hears a slight crack and his head squeezes between the bars like a soft-shelled egg. He gasps in pain, but more from shock. He pulls his head back with some difficulty and POP, it squeezes right back through. KELLY What have you bastards done to me? Kelly is horrified. Disgusted. He paces the cell, unable to comprehend what has happened to himself. It is only when he hears the sound of a HELICOPTER IN THE DISTANCE that he reacts. He starts to panic, then collects himself. Then he goes over to the bars again. He pauses, afraid... then: He pops his head through again. He turns his shoulder toward the bars and begins to push. His feet slip in the floor and his fingers stretch and crack inside, then his ribs begin to pop one by one with the brittleness of undercooked spaghetti. It is agonizing, but Kelly finally manages to pull his horribly-altered body through the bars. INT. HALLWAY - NIGHT Kellyís whole chest and pelvis are slightly flattened beneath his clothes, but with a hideous crunching sound, they seem to inflate again back to normal. Kelly looks at his body with a mixture of fascination and disgust. VOICE HEY. Kelly turns and screams. Blob has just walked into the room and lunges, grabbing him by the arms. Kelly is enveloped in this fat, hulking mass. He manages to keep one hand free and all he can do is push it against Blobís face. It is futile. Until... Steam begins to come off Blobís face. And Blob SCREAMS IN PAIN. EXT. HELIPAD - NIGHT Senator Kellyís helicopter, which has obviously been pilfered for Magnetoís use, lands. Magneto, Sabretooth, Pyro, Mystique (no Toad) all climb out, having returned from their ill-fated attempt to get Logan. INT. HALLWAY - ELSEWHERE - NIGHT Kelly peers down the hall where we first went on our way to meet Magneto. Kelly, with only that way to go, does so, passing once again the odd assortment of machines, very reminiscent of the one he was exposed to. He hears voices coming toward him and he looks around wildly, wondering what to do. Shadows foretell the arrival of the brotherhood headed this way. Kelly turns to run back from where he cam from. INT. HALLWAY - ELSEWHERE - NIGHT Magneto and Sabretooth come walking from the other end of the hall and pass the very spot where we just saw Kelly. No sign of him. INT. CELL - NIGHT From which Kelly has escaped. The bars bend to make room for Magneto as he walks into the room. MAGNETO How are we feeling today, Senator? Advanced, I hope... But he freezes when he actually enters the room. First, he sees that Blob is laying on the floor with a purple, welt-like hand print across his face. It is blistered and hideous. Blob is gasping for air. Magneto looks and sees the cell is empty. He looks at Sabretooth. MAGNETO (contíd) I want him alive. SABRETOOTH Iíll find him. MAGNETO ALIVE. And Sabretooth bolts back from where they came. EXT. MAGNETOíS LAIR - NIGHT Kelly hits the fresh air, looking around wildly. He runs for the edge of a cliff high over the ocean. He raises his hands, we see his palms are covered with those wicked spines and they are dripping a venomous fluid not too different in color from the wound on Blobís face. But then suddenly, something is wrong. Kelly buckles, clutching his stomach again. He squelches what would have been a scream of agony. He looks at his palms and the spikes are gone. Kelly hears footsteps. Suddenly out of the darkness Sabretooth barrels toward him. Kelly turns and LEAPS. Sabretooth comes to the edge of the cliff. When he looks over, Kellyís body has vanished. Swallowed by the sea. Only his clothes remain on the rocks below. INT. LOGANíS ROOM - NIGHT Jean shows Logan the simple dorm cube with a bed and a small desk. Jean opens the door for Logan and he inspects the sparse surroundings grimly. Cyclops stands just outside the door - eavesdropping. JEAN Anything else I can get you? LOGAN Some cigars. Case of beer. JEAN Thereís no smoking or drinking on the school grounds. LOGAN I wonít light the cigars - how about that? JEAN Iíll see what I can do -- You should get some sleep. Even with your healing ability, youíre going to be hurting for a while. LOGAN What if I like the pain? Jean doesnít know what to make of that. She is about to leave, then pauses. JEAN The Professor said you were a solider. Actually, I believe he used the word mercenary. LOGAN Yeah? Well I donít like to talk about my past. JEAN Maybe, the Professor could help you with that. LOGAN By reading my thoughts? JEAN If necessary. LOGAN (smirks) What if theyíre naughty? Jean smiles politely at his knowing glance. JEAN Get some shut-eye, slick. She shuts the door. INT. HALLWAY - NIGHT Jean hesitates at the door, thinking. Smiling. She turns and only then does she realize Cyclops is standing there. She is startled. JEAN Scott.. I - CYCLOPS I donít like him being here. JEAN What are you talking about? CYCLOPS You saw what happened tonight. You think Magneto wonít come after him again. You think he wonít come here if necessary. This is a school, for Godís sake. JEAN If Magneto is planning to use Logan for some terrible purpose itís our responsibility to do something. Cyclops shakes his head. JEAN (contíd) Whatís wrong? Thereís something else bothering you. Cyclops gets closer to Jean. She puts her hand on his chest. CYCLOPS I have a bad feeling about this. Jean leans in slowly and kisses Cyclops just beside his mouth JEAN You know I love you, Scott. Cyclops pulls her close. The hold each other. INT. LOGANíS ROOM - NIGHT E.C.U. Loganís ear. His super-sensitive hearing has picked up the whole conversation. Logan looks over on the bed and sees a new sketchbook and several pencils. A small note is attached. I hope you donít mind. I understand this helps you relax. - X Logan shakes his head. INT. XAVIERíS OFFICE - LATER - NIGHT A white light board. Beastís blue furry hand slides a long, full-body x-ray in place. Beast is showing Loganís x-rays to Cyclops, Storm, Jean and Xavier. BEAST Adamantium. Until today I thought it to be a myth. Impenetrable, unbendable, resistant to the most extreme heat, cold, indestructible. Beast points to the x-ray. BEAST (CONT'D) Itís been grafted to his entire skeleton. XAVIER He also has accelerated healing abilities - uncharted regenerative capability, making his age impossible to determine. He could very well be older than I am. STORM Is the Adamantium part of his mutation? XAVIER No. Someone put it there, relying on his healing abilities to keep him alive. CYCLOPS What do you think Magneto wants with him? Xavier wheels himself to the window, starring out, deep in thought. XAVIER Iím not entirely sure itís ìhimî that Magneto wants. ANGLE ON: X-ray of Loganís Adamantium skeleton. INT. MANSION - NIGHT Rogue. The waifish young thing who hides so well in the shadows seems more comfortable to be moving through the mansion at night. She passes through the halls and rooms not making a sound in her strangely-swathed body suit. INT. LOGANíS ROOM - NIGHT She creaks a door open slowly, letting a shaft of dim light slice the darkness. The light shines across a nightstand. Rogue stares down at the notepad, a sketch it. It is of an animal, small but fierce - a wolverine. She walks in to a figure laying in the bed and stands over him. Over Logan. He lays under a single sheet, sweating, his eyes moving quickly this way and that in R.E.M. His hands twitch. Rogue leans closer. PUSH IN ON LOGANíS EYES AS THEY MOVE UNDER THE LIDS. FLASH - DREAM SEQUENCE INT. MILITARY LAB - THE PAST - NIGHT Like none we have ever seen thus far. In fact, judging by most of the instruments here, we are looking at a laboratory some fifty years old. Logan looks down and we can see his body, naked, strapped to a table. A hand puts a mask over his mouth and - BLACK He awakens - STILL LOGANíS P.O.V. He struggles weakly with restraints as doctors in lab coats and thick, red rubber gloves stand over him taking notes, paying very little attention to him at all. On the other side of the room is a huge vat filled with some kind of molten metal. At the base of the vat is a giant electromagnet generating a huge gyroscope which created enormous friction energy - the apparent source of the intense heat for melting the metal in the vat. AGAIN THE MASK PUTS HIM UNDER AND: BLACK Awake again, but this time sinking into water - restrained completely now. Logan looks down and gets only a glance of his body, seeing that he is a series of incisions from head to toe - literally split open - the flesh held back with hundreds of clamps. HE SINKS INTO THE STRANGE LIQUID - LIKE WATER BUT THICK AND VISCOUS. And the sound of a DROWNING SCREAM. AND THE METAL IS POURED IN AFTER HIM. THE SOUND OF MOLTEN METAL HITTING LIQUID IS UNNERVING. Mixed with screams, it is unbearable. INT. LOGANíS ROOM - NIGHT SCREAMING Loganís screaming as he comes to. Loganís eyes FLASH OPEN. He looks up and sees a figure looming over him. In a flash he reacts. THUD. Nothing more. Then silence. The door bursts open and Cyclops stands in the doorway shocked. Frozen. Jean is next and finally Storm. They can only stare. Logan sits upright in bed, CLAWS EXTENDED, INTO ROGUEíS CHEST. She is literally frozen at the end of his arm. Finally, Cyclops breaks the silence and moves to grab her. STORM DONíT TOUCH HER. Cyclops freezes. Logan finally pulls his claws free and retracts them. Rogue staggers, she pitches forward and touches his face gently with her hands, as though she would like him to be the last thing she sees on this Earth. Logan and Rogue, locked in a fatal moment of tenderness snaring a look of loneliness that only they can understand. But suddenly, Logan seems to change. And before he can say another word, he begins to tremble, then he starts to howl in pain. Rogue SNAPS BACK, mouth open in a gaping, silent scream. What sound comes out does not match the expression at all. Merely a gasp, like steam escaping. Through the huge slash in her clothes, we see the wound on her chest slowly vanish. Before long, she transforms back into a healthy young girl with no sign of injury. Then, her escaping breath begins to accelerate, much in the way Loganís did - too much like Loganís did. It is as if she has taken in his trait of berserker rage. Soon she is smashing things all around her. One hand rakes the wallpaper like claws. Finally, she gets a hold of herself, becoming the introverted Rogue we all know so well. Then she stands slowly, looks at the others. And she runs from the room. Storm runs after her. The rest turn to Logan, who lays on the floor, convulsing. Jean goes to help him. She looks back at Cyclops. His expression makes it clear that his worst fears about Logan have come to pass. EXT. PUBLIC BEACH - DAY A familiar scene of suburban escapism. Crowded enough that most people can move about unnoticed. In fact, most people do not notice the very large jellyfish shooting through the water at remarkable speed. And only a few notice the COMPLETELY TRANSPARENT MAN emerging from the water. It is Senator Kelly, and he resembles in many ways a jellyfish. His skin and innards are clear and gooey. It is only when he comes completely and naked out of the water that he returns to somewhat normal. He walks up to the beach and people recoil from the very sight of him. Pointing, whispering. Then just laughing at the naked man. Kelly grabs a towel off an empty chair, a Hawaiian shirt off another. Suddenly, he buckles, grabbing his stomach and lurching away in terrible pain. He barely pauses when he hears a childís voice in semi- whisper: CHILDíS VOICE Mom, is that a mutant? INT. HALLWAY - DUSK Storm and Logan walk down the hall. Logan is wearing sweats. He has obviously just woken up. The sun is low in the horizon and the hall is suffused with an orange glow. Students pass by them. By now, the students have heard rumors about what happened the night before. They watch Logan fearfully as they pass by him. LOGAN Why is everybody up at sunrise? STORM The sun is setting, Logan. Youíve been asleep for nineteen hours. LOGAN What did she do to me? STORM She borrowed your power to save her life. When she touches someone, she absorbs their strengths -- their gifts. In your case -- your ability to heal. Thatís why she keeps her body covered. LOGAN I felt like she almost killed me. STORM If she held on any longer she could have. LOGAN And you think it helps calling her Rogue? Storm shakes her head, but remains patient. STORM Weíve learned to embrace what we are rather than hide it like an affliction. For some, it has become their identity. You mock the names these people choose but they wear them as badges of pride. They arrive at the door to the gym. LOGAN Inspiring -- Now what am I doing here? CYCLOPS (O.S.) I wanted to talk to you. Logan turns and sees Cyclops. CYCLOPS (contíd) Storm, would you excuse us please? STORM Of course. She exits. CYCLOPS Letís take a walk. Cyclops begins to walk away in the other direction. Logan just watches him go. After a moment, he decides it might be more interesting to see where this is going. He follows. They walk across the hall to: INT. GYMNASIUM - NIGHT On first glance, the gym looks really average. A fairly standard boxing ring in the middle. A fairly standard weight set nearby. Then you notice the weights themselves are abnormally large. 100. 200. 300. 400 pounds. All the way up to 2000. And that is just one stack. Cyclops enters first with Logan coming in behind him. CYCLOPS How long have you been in Alaska? LOGAN I donít remember. Is that what you wanted to ask me? Logan is barely through the door when Cyclops whips around on Logan and thumps his finger into his chest. CYCLOPS I just wanted to make you clear on something. Personally, I donít care what Magneto wants with you. He can take those claws of yours and use them for Barbecue skewers. What I do care about is the safety of this group. The Professor is in charge, and after the Professor, thereís me. So, for the remainder of your time here, youíre going to keep that killer instinct of yours locked down so no one else gets hurt. Beat. LOGAN (smirks) Iíve served with men like you before. Methodical. Systematic -- Naive. You know what happens to those men in a real fight? CYCLOPS You know, you -- LOGAN Shut up. I got no interest in you, Xavier, (he points mockingly at the Xís on Cyclopsí uniform) or your... X-Men. Logan takes him in for a moment. LOGAN (contíd) And I donít think this has anything to do with my ìkiller instinct.î You just donít like the way Iím looking at your girl -- Or maybe you donít like the way sheís looking back. And maybe you think youíre man enough to do something about it. Cyclops is enraged. A red light begins to glow around the edge of his visor and the ruby-quartz lens brightens. We can faintly hear the low hum of immense power that is now barely contained. Before Cyclops can even react, Logan puts his fist against Cyclopsí throat. SHOOK! Logan extends one claw up one side of Cyclopsí neck. He smiles. LOGAN (contíd) Címon sport. You think you can blow the meat off my bones before I gut you? Letís find out. The air is now charged with tension. The two men are about to attack when- XAVIER (O.S.) Cyclops! Logan whirls and sees Xavier regarding them sternly. Logan turns his building anger on Xavier. LOGAN I have a question for you, Chuck. Whatís the point? Xavier sits calmly as Logan, claws still extended, marches over to him. XAVIER The point of what? LOGAN This. This whole God damn thing. (derisively, at Cyclops) Making yourselves into some sort of ìteamî of super-powered freaks. Teaching wayward mutants about classical literature. For what? Logan continues to advance on Xavier. Cyclops moves to stop Logan, but Xavier waves him off. XAVIER The point is to step into a more evolved position of social responsibility. To recognize that there is a world out there and that we mutants are as much a part of it as normal human beings. LOGAN What if it never happens? What if theyíre so afraid of us that we become the enemy? -- This place is gonna be one giant cemetery. Xavier has heard this argument before. XAVIER Now thatís Magneto talking. LOGAN No. Thatís me talking. And you know what? Itís only been thirty-two hours and you still have no idea what this guy wants with me. XAVIER I believe he wants you for your Adamantium. Logan raises his hand to his chest grasping for something that no longer hangs from his neck. XAVIER (contíd) Youíre thinking of your dog tag. It was made of Adamantium wasnít it? JEAN (O.S.) Professor. Logan turns and sees Jean walking towards them. XAVIER What is it? JEAN Rogueís missing. Logan looks at Jean with concern. INT. CORRIDOR - NIGHT A long, dark subterranean corridor with gleaming walls and floor. Well lit and strangely echoless. Logan follows Xavier, who are in turn followed by Storm, Cyclops and Jean to a thick steel door at the end of the hall. LOGAN Where are we going? XAVIER To find Rogue. LOGAN How? XAVIER The brainwaves of mutants are quite different than those of the average human being. At Xavierís eye level is a black screen with a chin-rest like you see at the eye doctor. Xavier rests his head in it and the screen lights up. XAVIER (contíd) Cerebro amplifies my power. It allows me to browse the worldís consciousness and find the genetically enhanced. A vertical beam scans across his eye and a picture of Xavierís retina appears on the screen next to a computerized image of the same. The two images overlap and match perfectly. XAVIER (contíd) This is how I found you. A small beep and a loud KNOCK of tumblers rolling and the vault door opens. They walk inside. INT. CEREBRO - CONTINUOUS - NIGHT They come into a room with a high sphered ceiling - entirely black. In the center of the room is a huge - for lack of a better term - device. Part computer, part super- structure, it is the sort of precision tangle of metal and wire that would make Da Vinci weep. It has a space in the bottom that seems to fit Xavier and his chair perfectly. Suspended above its center -- a web of wires, tubes, and cables all connecting to the heart of the device -- a CHROME SKULLCAP. Logan slowly circles the device. Logan looks at Xavier, perhaps even a little impressed. LOGAN You designed this yourself? XAVIER Actually, Magneto helped me put it together. LOGAN He helped you? XAVIER We were friends once... But that was a long time ago. Jean, Logan, Cyclops and Storm watch as Xavier fits his wheelchair into the huge machine, and the chrome skull cap lowers onto the Professorís head, fitting like a second skin. It comes to life. What was dark and menacing is now a brilliant explosion of colored lights. CLOSE UP ON: XAVIER - into and through his eyes and: EXT. SPACE - NIGHT Closing in rapidly on the planet Earth. Passing into its atmosphere, making a few orbits, all the while hearing the deafening voices of billions. Every country, every city, every town, berg, hamlet and village. Every language. Every thought. The voices descend to a sizeable crowd of millions, then thousands, gradually working their way to one. EXT. SKY - OVER WESTCHESTER - NIGHT Down a tree-lined road and around a corner into a parking lot. Single out a figure that - by the clothes - can only be Rogue. Close in faster and faster, lower and lower until we go right through the back of her head to: BLACK SILENCE ROGUE (O.S.) I donít belong... I donít belong... Iím sorry... so sorry... thereís nowhere... INT. CEREBRO - NIGHT Xavierís eyes open. XAVIER Iíve found her, Westchester Mall. LOGAN Iíll go. CYCLOPS No... Iíll go. Logan looks over to Jean. LOGAN O.K. sport... you go. INT. WESTCHESTER MALL - NIGHT A mother and child wander in a typical shopping daze. PULL OUT TO REVEAL Crowds of shoppers mill about, a typical crowded evening at the mall. Rogue comes up the escalator, wandering through them all. She walks under a high-sphered glass ceiling, revealing the night sky outside. She walks over to a Victoriaís Secret store and looks up at the mannequins in the windows who wear almost nothing at all. Quite a contrast from her own, stifling garb. She touches the glass as though trying to reach them, then she moves on. ROGUEíS P.O.V. She looks all around the mall at the many oblivious people here. Children playing tag on one side. A young couple holding hands. Human contact all around. She walks past a small child, her hand nearly brushing the girlís hair. Rogue takes a seat on a bench, alone. A figure comes into frame. STORM Rogue. Rogue looks up and sees Storm standing right in front of her. Her eyes dart around, looking for a way out. STORM (contíd) You donít have to run. Finally, Rogue surrenders. ROGUE Iím sorry. Iím not like the rest of you -- Iím tired of hurting people. She starts to cry now. STORM Itís okay. ROGUE Why did I have to be like this? What purpose does it serve? And when Rogue looks up, she sees another figure - this one filling the frame behind Storm. A huge clawed hand grabs Storm around the throat and lifts her up as she struggles in vain. INT. MALL - LOWER LEVEL - NIGHT Cyclops looks up and sees Storm is being CHOKED BY SABRETOOTH, her feet not touching the ground. Rogue is frozen with fear. He tries to get a shot with his visor, but too many people are in the way. INT. MALL - UPPER LEVEL - NIGHT Sabretooth smiles as Storm struggles to turn. He whispers in her ear. SABRETOOTH Scream for me. CLOSE UP ON: STORMíS EYES as the life is being squeezed out of her. INT. XAVIERíS OFFICE - NIGHT MIRROR SHOT OF XAVIERíS EYES Suddenly, Xavier touches his throat, then raises a shaking hand to his head. XAVIER Dear God. Xavier wheels himself from the room. INT. MALL - LOWER LEVEL - NIGHT Cyclops has a clear shot now. His eyes start to glow brightly. Suddenly, a familiar movement on the pedestal behind him. Toad has been camouflaged the entire time. He comes down and FLICKS HIS LIZARD-LIKE TONGUE, snatching the visor from Cyclopsí face. Deep red light far greater than anything we have ever seen before comes blasting out of cyclopsí eyes without any sort of control, as if a fire hydrant had been ripped from the ground. His head comes back and the light blows the whole of the glass ceiling to smithereens, bringing it down on panicking shoppers who scatter. Toad leaps to the second level and then again out of sight. INT. MALL - UPPER LEVEL - NIGHT Sabretooth reacts, surprised by the sudden shift. This gives Storm one last chance to breath. We notice now that something is happening to her body. INT. MALL - LOWER LEVEL - NIGHT Cyclops stumbles helpless, his eyes are shut to prevent further destruction. CYCLOPS GET OUT OF THE WAY. GET OUT OF THE WAY. INT. MALL - UPPER LEVEL - NIGHT Storm, nearly lifeless now, struggles with what little strength she has to get free of Sabretooth. He relishes the slow kill. But suddenly ALL THE HAIR ON HIS BODY STANDS ON END. Sabretooth is momentarily confused. Stormís eyes open wide as her body convulses. BOOM A huge bolt of lightning shoot from her body into Sabretoothís chest, knocking him back in shock. Storm falls to the ground, not breathing. Sabretooth, stunned and scorched, gets to his feet and smiles at his handiwork. He is about to move in and finish them both when the rumble of a helicopter can be heard above. He looks up and sees SENATOR KELLYíS HELICOPTER passing over the hold in the roof. Sabretooth leaps up and pulls himself out of the opening. Toad is a leap behind. Rogue rushes to Storm, struggling with how to give her mouth to mouth, CPR, anything to resuscitate her without touching. She is starting to panic now. She looks around, but anyone still left in the mall is running for the doors. ROGUE SOMEONE HELP ME. SHEíS NOT BREATHING. INT. MALL - LOWER LEVEL - NIGHT Cyclops stumbles blind and helpless, covering his eyes. He hears Rogue screaming. CYCLOPS ROGUE? ROGUE (O.S.) HELP ME. STORM ISNíT BREATHING. Cyclops tries to find a way up, but he trips over all the debris, helpless. CYCLOPS YOU HAVE TO COME AND GET ME. I CANíT SEE. EXT. STREETS - NIGHT Xavier is in a specially designed car that enables him to drive solely with his hands. He races towards the mall. INT. MALL - UPPER LEVEL - NIGHT Rogue is talking, walking backwards towards Storm, trying her best not to lay a hand on Cyclops. ROGUE Here, here, here... a little left. Careful. ANGLE ON: Cyclops drops to his knees, the sprinklers still gushing. His eyes are tightly shut. He feels for Stormís face and touches her lips. CYCLOPS Oh God. He immediately begins mouth to mouth, though it may have been too long. EXT. MALL - NIGHT Xavier fights the rush of traffic - people fleeing madly from the mall. As he pulls up to the front doors, he sees Cyclops emerging, carrying Storm. She is conscious, but her breathing is shallow. His eyes are shut tightly and he must follow Rogueís direction. Sirens wail in the distance. Xavier looks at the lot of them: waifish Rogue, blind Cyclops, unconscious Storm and his wheelchair-bound self as their guardian. XAVIER But why would they do this? Then a look of realization... EXT. MANSION - MEANWHILE - NIGHT Rogue hurries past several students. She runs up to the large front doors of the school, but they are locked. She looks around and then runs toward the side of the building. INT. LABORATORY - NIGHT Beast, continuing his research into Magnetoís plan, is analyzing the x-rays of Loganís skeleton. Several books about metallurgy are scattered across the table. INT. LOGANíS ROOM - NIGHT Logan is sketching quietly. He chews a cigar, keeping it politely unlit. He hears something. He stands, goes to the door and opens it. He cocks his head... listening... smiling... We hear it too, sharing his ears. It is a woman breathing, groaning. He smiles and follows the noise. EXT. MANSION - NIGHT Rogue climbs through a studentís open window. INT. MANSION - NIGHT She darts down a hallway and around a corner, looking around, staying low. INT. GYMNASIUM - NIGHT Jean is working out on an average-sized set of free- weights, sweating, pushing hard. Obviously the sound Logan heard. She is on her back doing presses. Suddenly, she looks up and sees Logan standing over. She is startled and starts to drop the bar. He catches it. LOGAN You should always work with a spotter. JEAN Heís busy right now. Logan cannot help but glance at her left hand, still clinging to the bar. The shimmering diamond on the third finger. LOGAN I was thinking maybe you and me could go into town. JEAN Were you now? LOGAN What do you say? JEAN Not interested. Logan shrugs, starts to take his hands away. Jean is not ready to take the weight of the bar. It almost comes down on her when he catches it again. JEAN Let go. LOGAN Suit yourself. And he does. And so does Jean at the same time. She gets up and faces Logan - the bar simply hovers in mid- air. Logan smiles. INT. LABORATORY - NIGHT Beast looks at his watch. Itís stopped. He puts it to his ear -- shakes it. Then his ears perk up. He hears something. He glances at the wall. All things METAL -- picture frames, chairs, objects on tables, etc. start to move one after the other. It is as if some magnetic force is moving past the wall, just outside the lab, heading for the open door. Beast, sensing the danger, makes a run for the metal door. Just as he reaches it, it SLAMS closed -- knocking him back across the room. Beast CRASHES into the wall on the opposite side of the lab. His leg badly hurt, Beast tries to crawl toward the door. But as he does this, METAL OBJECTS from around the lab fly in front of it sealing him in. INT. CORRIDOR - NIGHT Rogue moves quietly down the corridor that leads to Cerebro. She comes to the retinal scanner - she brings her eye to the screen. It lights up and scans her eye. A PICTURE OF XAVIERíS RETINA appears on the screen. A SINGLE WORD APPEARS ON THE SCREEN beneath it: ACCESS DENIED The scanner scans again. E.C.U. ON ROGUEíS EYE Something is wrong. The eye not being scanned is a familiar yellow. It is Mystique. Her other eye changes in the light of the scanner. The retina reshaping itself in minute ways. ANGLE ON: The screen -- ACCESS GRANTED -- CHARLES XAVIER The door to Cerebro opens. Rogue or rather Mystique, rushes in. She goes to a small panel on the side of Cerebro. She opens it. She reaches in. SHE REMOVES A COMPUTER CHIP -- No more than three inches wide. INT. HALLWAY - NIGHT ANGLE ON: The black boots of a man, walk down a hallway, as students peer from their sleeping quarters, terrified. INT. GYMNASIUM - NIGHT Jean is casually wiping sweat from her brow. Loganís eyes possess a certain focus intent. LOGAN Heís uptight. JEAN He takes his work seriously. LOGAN He takes himself seriously. JEAN What is it youíre failing to get at? Are you interested in me? JEAN Iím just interested. Holding out her left hand. JEAN Logan, do you see this ring? LOGAN Iíve seen a lot of rings. JEAN Yeah, Iíll bet you have. Before he can reply, Rogue is standing in the doorway looking at them. JEAN Rogue, where have you been? ROGUE Logan. The Professor wants you to come with me right away. E.C.U. on Loganís nose. His nostrils flare... sensing... Logan squints the tiniest bit. We know he knows something is wrong, but he is hiding it. LOGAN (to Rogue) Hey Rogue, tell Jean what you were telling me last night. Rogue pauses. Confused. ROGUE The Professor-- Logan walks towards her. LOGAN You remember. About women. He moves closer. ROGUE Logan-- LOGAN Whatever you say about them being the same... SHOOK. The claws are out. HE LUNGES. LOGAN (contíd) No two women smell alike. He grabs Rogue by the throat. JEAN Logan, what are you doing? Jean, seeing Logan threaten Rogue with his claws for the second time, RAISES A VAULTING HORSE INTO THE AIR. LOGAN This ainít Rogue! He keeps his claws pointed at her face. ANGLE TIGHT: Loganís left hand is wrapped around Rogueís throat but part of it is TOUCHING THE EXPOSED SKIN OF HER FACE WITH NO ILL EFFECTS. Jean realizes that Logan is right. ROGUE MORPHS INTO MYSTIQUE. MAGNETO (O.S.) Telekinesis. Jean spins around and sees MAGNETO. Without hesitation, the vaulting horse FLIES AT MAGNETO. Simultaneously, one of the thousand-pound weights flies from the weight set and smashes the vaulting horse aside. MAGNETO (contíd) Fascinating. What I wouldnít give for that. Alas, metal is all Iím good for. But it seems to serve me well enough. Jean is completely unaware of the huge set of lockers rising behind her. LOGAN Jean! WHAM. The lockers hit her in the back, sending her flying. Jean lies motionless on the floor, unconscious. The heavy lockers are floating above her, wavering between a few feet and a few inches. MAGNETO I do love a good check mate. LOGAN What do you want? MAGNETO Come with me and Iíll let her live. LOGAN You think I care about her? Iím the only one whoís sure to walk out of here. Pause. MAGNETO Then why donít you kill her. This catches Logan a little off guard. MAGNETO (contíd) Go on. Kill her. You can do it quicker than I will. Maybe Iíll just cripple her. The lockers now stand upright, hovering over Jeanís knees. MAGNETO (contíd) So do her the favor. Show her mercy. Logan thinks for a moment -- looks at Jean still unconscious on the floor. Then: Logan retracts his claws. Mystique has morphed back into her natural state with the exception of ONE OF ROGUEíS POCKETS, which still clings to her hip. Mystique produces a large syringe from the pocket and sticks it in Loganís neck. Loganís legs weaken instantly. MAGNETO (contíd) (to Mystique) Call the others and tell them we have what we came for. EXT. MANSION - LATER - NIGHT The fence that surrounds the property has been bent and buckled violently. INT. MANSION HALLWAY - NIGHT Xavier wheels down the hallway, pajama clad students are milling about the halls. Their faces showing that they are afraid to go back to their rooms. One GIRL, younger and smaller than the others, seems particularly upset. Xavier wheels over to her and gently touches the side of her face. XAVIER Itís going to be alright. She manages a faint smile. Then Xavier looks to the other students -- their frightened faces. INT. LABORATORY - LATER - NIGHT Beast reclines in his lab chair, a splint on his leg. Jean stands with Cyclops who watches through a new visor. Rogue sits off to the side, bearing the guilt. While Storm, her neck badly bruised, stands near her. For the first time we have seen -- Charles Xavier is angry. STORM When Rogue left the mansion, they must have followed her. Xavier shuts his eyes furious. XAVIER Yes... they wanted me out of the way. If I had been here... I... Xavier opens his eyes and sees Rogue sitting on a chair in the corner. She is visibly upset. Xavier wheels over to Rogue. Xavier reaches out and softly touches her clothing covered shoulder. XAVIER (contíd) This was not your fault. I knew there was a danger, I should have never left the school. And with that he turns his wheelchair to the door. XAVIER (contíd) I am going to find Logan. Xavier leaves. INT. CEREBRO - NIGHT Xavier enters and wheels himself into the giant machine. It immediately comes to life - lighting the room. The chrome skull cap descends onto Xavierís head. Xavier closes his eyes as the machine powers up. E.C.U. ON XAVIERíS EYES They fly open. And then a terrible noise. The sound of a well tuned machine suddenly going horribly wrong. Xavier is in terrible pain. His back arches and he falls from his chair onto the floor. He struggles to reach for a fire alarm on the wall. His fingers stretch until finally -- he pulls it. Warning bells wail. Xavier falls unconscious, convulsing. ANGLE ON: Cyclops and Jean as they burst