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X-men (2000) screenplay

by David Hayter,
story by Tom DeSanto and Bryan Singer
 
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 into the room.

INT. LABORATORY - LATER - NIGHT

Xavier lies asleep in a hospital bed.  Several electrodes
are taped to his head.  A screen next to the bed monitors
his erratic brain waves.

Jean and the splinted Beast stare at the monitor
following its rhythm.  Storm and Rogue stand at the foot
of the bed.  They are each trying to hide their fear, and
not doing a very good job of it.  Cyclops looks on, the
stress shows on his face.

		CYCLOPS
	Whatís wrong with him?

		JEAN
	His vital signs are weak and getting
	weaker.

		BEAST
	Iím in the process of running more
	tests.  But it seems that every minute
	that goes by he gets weaker.

All are silent.  Rogue looks to Beast with desperate
eyes.

		ROGUE
	Can you help him?

		BEAST
	I donít know.

Xavier lies in bed, motionless.

INT. FRONT HALL - DAY

Two huge wooden front doors -- morning light shines
through the jagged holes in the wood where the knobs had
been pulled off.  The antique steel knobs lay twisted and
mangled on the floor.

The small girl from last night kneels in front of the
door with a dustpan, sweeping up the mess.

Something catches her eye.  She sits up and leans in
closer to the jagged hole in the door.

ANGLE ON: The little girl -- light from the hole washes
over her face.  Then suddenly the light is cut off, as if
something is blocking the hole.

DOLLY IN: as the small girl steps back, a look of
fascination comes across her face.  As if she sees
something coming through the hole.

INT. CEREBRO - DAY

Cyclops, Jean and Storm stand before the device.  Beast
rises awkwardly on his splinted leg, his back to the open
control panel.

		BEAST
	Itís gone.  The neuro-filter, someone
	removed it.

Jean stands.

		STORM
	What does that mean?

		BEAST
	The neuro-filter acts like a surge
	protector, regulating the infinite
	flow of information from Cerebro to
	the Professorís mind.  Itís what keeps
	him from being crushed by the
	consciousness of millions.

Cyclops steps away, pondering Beastís words.  He
understands the ramifications -- the damage that has been
done to Xavier.

		CYCLOPS
	Can the Professor repair his own mind?

		BEAST
	Iím afraid without Cerebroís help, he
	wonít have the strength to heal
	himself -- And without the neuro-
	filter... thereís no Cerebro.

Jean is noticeably upset.

		JEAN
	Heís already losing control of his
	vitals.  Respiratory.  Cardiovascular.
	Unless we manage to replace the filter
	by tomorrow morning, Iím afraid.

		CYCLOPS
	We have to find Magneto.

He exits.  Jean follows him.

INT. HALLWAY - DAY

Cyclops is standing, motionless.

		JEAN
	Are you all right?

		CYCLOPS
	No.  Iím...  I donít know if we can do
	this without Charles.

Jean puts her hand lovingly to his face.  Cyclops takes
her hand.

		JEAN
	He put you in charge for a reason,
	Scott.

She goes to kiss him.

		SMALL GIRL
	Dr. Grey?...

The small girl stands alone in the hallway.

		SMALL GIRL (contíd)
	Someone is here to see you.

Jeanís eyes widen -- and around the corner steps Senator
Kelly, wearing the clothing he had taken from the beach.
He trembles as though from a high fever.  His body is
covered with a layer of sweat.

		KELLY
	Dr. Grey.

		JEAN
	Senator?

		CYCLOPS
	How did you get in here?

		KELLY
	Your front door was damaged... there
	was a hole...

Kelly makes a hole with his hands that is not much larger
then that of a coffee can.

		KELLY (contíd)
	... I squeezed through.

Kelly buckles in pain, but then catches himself.

Jean and Cyclops rush to help him.  Beast crutches
himself out to see whatís happening.

Kelly notices Beast.

		KELLY (contíd)
	What in Godís name are you?

		BEAST
	Iím Beast.

		KELLY
	Of course you are.

INT. LABORATORY - LATER - DAY

Xavier is in bed, eyes closed.

Rogue holds vigil at his side.

Kelly is in the bed next to him, trembling, burning up
from what seems to be a bad fever that keeps getting
worse.

Jean has a syringe in her hand and is swabbing some
alcohol on Kellyís skin.

		KELLY
	Iím sorry to come here, Ms. Grey.  I
	was afraid if I went to a hospital,
	they would...

		JEAN
		(interrupting)
	Treat you like a mutant?  We are not
	what you think.  Not all of us.

		KELLY
	Tell it to the ones that did this to
	me.

Jean looks closer at his hands.

		JEAN
	I donít see these spikes youíre
	talking about.  Iím going to give you
	an antibiotic for the - Oh my God.

Jean and Kelly both look as the cotton swab ignites like
flash paper in her hand.  Everyone is shocked.  Jean
pauses and takes the bottle of alcohol from the shelf.
She pours a small amount on Kellyís arm and it instantly
catches fire.

INT. LABORATORY - LATER - DAY

Rogue is still sitting in a chair, next to Xavierís bed --
Xavierís opens his eyes.  He looks at Rogue and smiles
softly.

		XAVIER
	Hello, Rogue?

Rogue almost jumps out of her chair with excitement.

		ROGUE
	Hold on, Iíll get the others.

Rogue exits.  Xavier slowly looks over to Kelly lying in
the bed next to him.  Both men are weak and getting
weaker.

		XAVIER
	Senator... Kelly?

		KELLY
	Yes...  Who are you?

		XAVIER
	I am Charles Xavier.  This is my
	school.

Kelly tries to speak, but his strength is waning.

The two men are a pitiful sight, both slowly coming
apart.

		XAVIER (contíd)
	Can you tell me what happened to you?

Kelly is in pain.  Itís a struggle to speak.

		KELLY
		(weak, delirious)
	I was kidnapped...  They killed
	GUYRICH... mutants...  There was a
	light... a bright... light.

Xavier turns to Kelly, looking deep into his eyes.

He begins to PROBE KELLYíS MIND.

INT. EXT. VARIOUS FLASHBACK - DAY/NIGHT

FLASH

The following is an audio-visual collage of Kellyís
perspective from throughout the film, coming back to us
in a new order.

THE CAGE OF SENATOR KELLY in Magnetoís lair.  NOW HIS
P.O.V. as seen by Xavier.

Vision fades in and out in a sedated haze.

He is laid out of a gurney.

		KELLY (V.O.)
	Whatever you do to me... no matter
	what -- youíll make me right.  Every
	word I have spoken will be confirmed.

He looks up and sees Mystique wheeling the gurney,
smiling down at the Senator.

		MYSTIQUE (V.O.)
	And people like you are the reason I
	was afraid to go to school as a child.

FLASH

Kelly is looking around a large, sphered room.  In the
center is the MACHINE.

		JEAN (V.O.)
	The mutant gene tells the body when it
	needs to change.

		KELLY (V.O.)
	I can assure you, there is no such
	creature in my genes.

FLASH

The DOG TAG as it is elevated into the machine.

		JEAN (V.O.)
	In every organism on Earth there exits
	a mutator gene -- The X-factor.  The
	beginnings of another stage of
	evolution.

SLOWLY BUILDING LIGHT, growing brighter and brighter.

		MAGNETO (V.O.)
	God works too slowly.

Pull back as if the camera is pulling back through his
eye, into his head -- A MICROSCOPEíS VIEW OF HIS CELLS,
suddenly and violently disturbed.

		KELLY (V.O.)
	What have you bastards done to me?

		CHILDíS VOICE (V.O.)
	Mom, is that a mutant?

Kellyís reflection in the metal of the sink in his
prison.

		MAGNETO (V.O.)
	Youíre a leader Senator Kelly, you set
	an example...

Blobís face, burned by Kellyís hands.

Over the cliff.

		GUYRICH (V.O.)
	... A Demonstration of some kind?

The venomous spike emerging from Kellyís hands.

		MAGNETO (V.O.)
	Because if more of you... were like
	more of us... like more of us...

		GUYRICH (V.O.)
	... the UN summit... the whole world
	will be watching.

		KELLY (V.O.)
	What is it you intend to do to me?

The woman staring up at him on the beach.

		KELLY (V.O.)
	Oh...  Oh God... what have you done to
	me?

The boy on the beach.

JARRING FLASH

		KELLY (V.O.)
	Dear God.... dear... God.

		NEWSCASTER (V.O.)
	... the largest single summit in the
	history of the planet.

		JEAN (V.O.)
	... the mutator gene will activate.

		MAGNETO (V.O.)
	Welcome to the future... brother...
	The brotherhood of mutants.

A VIOLENT COLLISION OF NOISE, IMAGE AND LIGHT AND THEN:

Xavierís eyes burst open.

INT. LABORATORY - NIGHT

Rogue leads Storm, Jean, Beast and Cyclops quickly into
the lab.

Xavier is lying in his bed.  Jean looks up at the screen
above him and sees Xavierís brain waves have dropped
severely.

Kelly lies unconscious in his bed, his heart monitor
weakening.

Beast limps over to Xavier.  Xavier struggles to speak.
Beast bends down so that Xavier can whisper into his ear.

E.C.U. Xavierís lips move as he tells Beast what he
knows.

INT. LAB - LATER - NIGHT

Jean, Storm, Beast and Cyclops talk while the news plays
silently on the TV in the background.

		BEAST
	It appears as though Magneto has built
	a machine which somehow triggers the
	mutator gene in normal human beings.
	And he is using Adamantium as its
	core.

		CYCLOPS
	Its core?

Beast grabs a wax pen and draws a lightbulb on a glass
drawing board.

		BEAST
	Thomas Edison knew how to make the
	light bulb.  He had the energy source.
	He had the vacuum.  But he didnít have
	the filament.  He tried metal after
	metal but nothing would hold to power.

		STORM
		(nods -- now understanding)
	... until he found tungsten.

Beast finishes his lightbulb by drawing the filament.

		BEAST
	Correct...  Apparently, Adamantium is
	the only metal strong enough to hold
	the energy this machine produces.  He
	used the Adamantium in Loganís dog tag
	to test it on the Senator.  And I
	assume now he plans to use the rest of
	Loganís skeleton for a larger
	demonstration.

		CYCLOPS
	For what purpose?

		BEAST
	Yes -- Only thereís a problem.  The
	mutator gene is not responding to the
	radiation the way it would in mother
	nature.  Itís forcing the bodyís cells
	to replicate thousands of times faster
	than theyíre accustomed to.  The
	Senatorís body is literally burning
	itself out.  Scott -- this machine
	kills people and I donít think Magneto
	realizes it.

		CYCLOPS
	So where do you think heís planning
	this larger demonstration?

Jean looks down and sees Xavier pointing with a trembling
hand, trying to speak.

Xavier is pointing to the television.

		XAVIER
	There...

He is looking at yet another report on Ellis Island.

Cyclops and Jean walk over.  All they see on the TV is an
aerial shot of Manhattan, slowly coming around toward the
harbor.

The television image is from the P.O.V. of a helicopter
circling Ellis Island, taking in all the security and
construction.  The grand main hall to Ellis Island and
finally, what the helicopter sees as it comes around for
one more pass.

SUDDENLY - The sound of Kellyís heart monitor begins to
PICK UP SPEED.  Jean rushes to Kelly and touches his pale
neck.  She draws her hand back quickly as if burned.  The
heart monitor keeps speeding up until it is racing faster
than a human heart could possibly produce.

Jean backs away helplessly.

The sheet that covers Kellyís body begins to flatten out.
The sweat covering the hapless Senatorís body thickens
into a viscous, clear liquid and begins to run off the
table.  Kelly is literally melting away.  Cyclops holds
Jean as she turns away.

ANGLE ON: THE TV -- the gathering leaders of the world,
the water clogged with boats, and the thousands of
onlookers on Manhattan Island.  All well within range.

INT. READY ROOM - NIGHT

Storm finishes preparing to leave in another section of
the ready room.  Beast stands by on his Beast-size
crutches feeling useless.

		BEAST
	I wish I could go.

		STORM
	We all do.

		BEAST
	Storm.  Try to look for the highest
	vantage point.
	From what I can figure, heíll need to
	gain as much altitude as possible to
	blanket the island.  It is my feeling
	that Magneto has to--

		STORM
	Beast.

Beast looks at her.

		STORM (contíd)
	Weíll be fine.

INT. LAB - NIGHT

Cyclops stands looking down at Professor Xavier.  He
starts to walk away but he is stopped.  He looks down and
sees that the Professor has weakly grabbed his sleeve.
Cyclops looks at Xavier but he is still unconscious.  His
hand falls back to the bed.

		CYCLOPS
	You can still hear me... canít you.

Xavier lies still.

		CYCLOPS (contíd)
	I want to thank you for taking me in.
	Taking us in...  You have taught me
	everything in my life that is worth
	knowing.

Cyclops grimly regards Xavier.

		CYCLOPS (contíd)
	And I want you to know that Iíll take
	care of them.

INT. READY ROOM - NIGHT

Cyclops and Jean get into their uniforms.

Jean is about to go to the hanger when Cyclops stops her.

		CYCLOPS
	Hey.  Iím sorry.  About Logan.  I was
	jealous.

		JEAN
		(putting her arms around him)
	Well, I think thatís perfectly
	understandable.

		CYCLOPS
	Iíll tell you one thing though.

		JEAN
	Whatís that?

		CYCLOPS
	He calls me sport one more time, and
	Iíll blow a watermelon-sized hole
	through him.

She smiles and kisses him.

		CYCLOPS (contíd)
	Now letís go get him.

INT. X-JET - NIGHT

Cyclops, Storm, and Jean board the X-Jet.  They find --
ROGUE, strapped into a seat, ready to go.

INT. HANGER - NIGHT

ROGUE stands outside the jet, obviously having been
kicked off.

INT. X-JET - NIGHT

Jean reaches out a hand.  Cyclops takes it.  They squeeze
tight.  The X-Jetís engines begin to fire up.

INT. HANGER - NIGHT

The hatch slowly starts to swing closed.  From where she
stands Rogue debates, and then runs, dashing inside as
the hatch to the X-Jet closes behind her.

EXT. BASKETBALL COURT - NIGHT

A basketball sits on the ground near the middle of the
court.

Suddenly the asphalt starts to vibrate and the basketball
rolls a few inches.

THEN:  There is a grinding noise and the surface begins
to separate at the half court line.  The basketball falls
through the widening hole and bounces off the wing of the
rising X-Jet.

LIFT-OFF.  The jet turns and clears the hanger before
blasting off into the night sky.

EXT. ELLIS ISLAND - NIGHT

An aerial shot showing us the whole of the event.

Security of every kind covers every inch of the island.

Helicopters are coming in at the rate of about one every
minute to deliver dignitaries and their families from all
over the globe.

EXT. ELLIS ISLAND - BRIDGE TO NEW JERSEY - NIGHT

A steady flow of limos pour onto the island over a simple
two-lane bridge from New Jersey.

A NEWSCASTER IN THE FOREGROUND.

		NEWSCASTER
	With the ceremonies beginning shortly,
	it looks as though the last of the
	dignitaries have landed at Newark and
	Teterboro airports and will be
	arriving momentarily.  It would seem
	the United Nations has had their wish
	tonight.  There doesnít seem to be an
	empty seat in the house.

EXT. BATTERY PARK - NIGHT

The pier of the Ferry to Liberty Island.

A great many families have come to watch curiously the
going on.

EXT. MANHATTAN HARBOR - NIGHT

The harbor is filled with police and Coast Guard vessels
watching the water closely.

INT. NEW YORK CITY APARTMENTS/VARIOUS - NIGHT

A series of shots showing the many folks gathering to
watch the historic event on television.

In some of these apartments, Ellis and Liberty islands
can be seen from their windows in the distance.

INT. SECURITY CONTROL CENTER - NIGHT

The OPERATING COMMANDER monitors the countless video
screens that display nearly every crevice of Ellis Island
as well as other parts of New York Harbor as well as the
network news feeds of the event...

EXT. ELLIS ISLAND - MAIN ENTRANCE - NIGHT

The front of the Great Hall of Ellis Island, where once
immigrants poured into the new world by the millions.

A huge military band off to one side plays music from the
different countries to help with the milling about and
shaking of hands.

The PRESIDENT himself is in the crowd, meeting and
greeting, a mob of Secret Service always right there.
Follow him into:

INT. ELLIS ISLAND - MAIN HALL

A YASSAR ARAFAT TYPE, who we will call Yassir Arafat,
comes up to the President and smiles.

The President introduces his WIFE AND CHILD as more
delegates approach.

The two men LAUGH and then HUG to the flashing of a
million bulbs.

Smattering of ass-kissy applause.  Arafat and the
President wave to press and the like.

EXT. OBSERVATION DECK - ELSEWHERE - NIGHT

We are looking down on what APPEARS TO BE a deserted part
of the island.  Away from the action.

PAN ACROSS THE EDGE OF THE ISLAND

Every fifty feet or so, uniformed Secret Service agents
keep tight watch on the island.

ANGLE ON:

One Secret Service guy in particular.

PUSH IN FROM ABOVE - We realize we are pushing in
unusually fast, as though we are falling.

WHAM.  A sickening crunch.

Toad lands on top of the Secret Service guy.  We have
been watching from his P.O.V.  The Secret Service man is
tumbled into a heap.  A real frog rabbits O.S.

Toad looks around quietly, listens...  THEN LEAPS out of
frame.  Hold on the body of the Secret Service guy.

LONG PAUSE.

ANOTHER SICKENING CRUNCH OFF SCREEN.

EXT. LIBERTY ISLAND - NIGHT

Two Secret Service guys approach one another.  One is
holding a smoke, the other is producing a lighter.  Just
as his smoke is about to hit the flame, the flame dodges
to one side.  He moves the smoke to follow it, and the
flame dodges the other way.

The guy with the smoke looks at the guy with the lighter
as if to say ìknock it off.î  The guy with the lighter
shrugs as:

THE FLAME INSTANTLY GROWS TO A RAGING INTENSITY,
ENGULFING THEM.

As they are incinerated and their ashes fall to the
ground, Pyro climbs into view from the seawall below,
dripping wet.

He has come dressed to make trouble tonight.  Strapped to
his back is an impressive looking flame thrower.  A three
tanker.

EXT. SEAWALL - NIGHT

A Coast Guard boat crawls into view just off shore.  A
Secret Service man in the foreground waves to the boat as
it passes by.

EXT. COAST GUARD BOAT DECK - NIGHT

A thirty footer.  Fast and sturdy.

The PILOT OF THE BOAT, a man in his late forties, waves
back.

EXT. SEAWALL - NIGHT

As the Secret Service guy waves, he jolts upright, his
face contorting in impossible pain.  Slowly, he is lifted
off the ground.

EXT. COAST GUARD BOAT DECK - NIGHT

PILOTíS P.O.V.

Sabretooth holds the last Secret Service man aloft,
impaled on his claws.  He waves now, the body swaying
this way and that before he casually throws it to the
ground.

The Pilot turns to the wheel of the boat as he MORPHS
INTO MYSTIQUE and turns the boat toward the island.

EXT. BOTTOM OF THE SEAWALL - BOAT - NIGHT

Man-made rocky shore.  The boat bumps and grinds on the
rock.  Sabretooth jumps down to the deck and meets
Magneto coming up from below.  They nod to one another
and walk toward the front of the boat.  On the deck is
something covered with a tarp.  Sabretooth pulls back the
tarp to reveal Logan, still unconscious from the drug.

ANOTHER, MUCH LARGER OBJECT is on the back of the boat
under another tarp, but we cannot see what it is.

Magneto steps off the boat and looks up -- up at
someplace we cannot yet see.

EXT. ELLIS ISLAND - GREAT HALL - NIGHT

The dignitaries take their seats as the ceremony
commences.

INT. X-JET - NIGHT

Cyclops pilots the plane as Manhattan comes into view.
They bank to the south.  Cyclops checks his monitors.

		CYCLOPS
	Radar Stealth Mode checks out.  All
	right, thereíll be less security north
	of the George Washington Bridge.  Iím
	taking her down.

		JEAN
	Into the Hudson?

		CYCLOPS
		(smiles)
	Uh-huh.

EXT. HUDSON RIVER - NIGHT

The X-Jet slows to a hover.  Itís Harrier Jet engines
tilt back until they are vertical to the water.  The
engines cycle down and the plane lowers until it is
hovering a few feet off the surface.

INT. X-JET - NIGHT

		CYCLOPS
	V.T.O.L. off.

EXT. HUDSON RIVER - NIGHT

The Jetís engines cut and the plane splashes down into
the water.  It floats there for a moment and then sinks
below the surface.

EXT. BELOW RIVER SURFACE - NIGHT

As the X-Jet sinks, the hatches close off and the wings
retract to transform the plane into a submarine.  The
engines pull tight to the body of the craft and begin to
propel it forward.

EXT. HUDSON RIVER - NIGHT

AERIAL VIEW: The water ripples as the submersed aircraft
passes under the bridge and into the harbor.

INT. SMALL ROOM - NIGHT

C.U. on Logan.  He wakes.  His arms are cuffed behind his
back.  He is delirious and weakened from the drug.

He looks around and sees that he is in an oddly shaped
room with barely enough space for him and Magneto, who
smiles at him in the half darkness.

		LOGAN
		(very weak)
	Where am I?

		MAGNETO
	Youíre backstage at the encore of
	creation.

He looks at his watch.

		MAGNETO (contíd)
	Three minutes to curtain.

		LOGAN
	What are you going to do?

		MAGNETO
	In the road to survival, there is
	always sacrifice Logan.  We are the
	future... not them.  We must protect
	ourselves.  After tonight, when the
	leaders of the world return home --
	They will return as brothers, as
	mutants... and our cause will be
	theirs.  This is survival, I know you
	understand that, Logan... or is it
	Wolverine?

He steps out of the hatch and closes it.

EXT. LIBERTY ISLAND - NIGHT

Magneto who looks down.  From atop what, we cannot tell.

Magneto comes to stand on a railing outside from his high
perch, overlooking the island.  From here we pull out to
reveal at last where he is.

HE IS NOT ON ELLIS ISLAND AT ALL

Instead, he stands on the catwalk around the torch of the
Statue of Liberty, about a mile away.
He has his back to itís gold translucent flame, looking
over at the activity on Ellis Island, hearing the band
and inhaling the cool evening breeze.

		MAGNETO
	Give me your tired, your poor...

And he turns to the bright lights of Manhattan and itís
millions of inhabitants.

		MAGNETO (contíd)
	... Your huddled masses.

He brings a radio to his lips.

		MAGNETO (contíd)
	Lights.

EXT. POWER STATION - NIGHT

Sabretooth is tearing the padlocks off of the generator
shed that powers the island.

INT. POWER STATION - NIGHT

Sabretooth grabs a hold of a fuse lever marked ìLiberty
Display Lightsî and pulls it down.  Turning it off.

INT. TORCH - NIGHT

Logan is now in darkness.  He frantically pulls on his
binds.  No use.

INT. X-JET - NIGHT

Cyclops is monitoring the area above-water on a video
screen.

		JEAN
		(points to the monitor)
	The lights on the Statue of Liberty
	are off.

		STORM
	Beast said that he would have to take
	a high vantage point.

Cyclops, motioning to an open area of water next to
Liberty Island.

		CYCLOPS
	Letís dock over there.

Cyclops pulls a lever.  The X-Jet begins to surface.

		CYCLOPS (contíd)
	Storm, give us some cover.

INT. APARTMENTS/VARIOUS - NIGHT

Televisions all over the city show the Statue sitting
dark to countless curious viewers.

INT. X-JET - NIGHT

The water level outside the X-Jet lowers as the plane
surfaces.

EXT. X-JET - NIGHT

The plane rises until it is nearly flush with the surface
of the water -- Not a hundred yards from an obvious Coast
Guard cutter.  Out the jetís window, the Statue rises
away into the fog that is now rolling in over the Harbor.

INT. SECURITY CONTROL CENTER - NIGHT

ANGLE ON:

The OPERATIONS COMMANDER raises a radio to his mouth.

		OPERATION COMMANDER
	Liberty One, Liberty One, this is
	Horizon, do you copy.

AN AGENTíS VOICE RESPONDS.

		AGENTíS VOICE
	Go, Horizon.

		OPERATION COMMANDER
		(on radio)
	Liberty, whatís the situation with the
	lights, over?

EXT. LIBERTY ISLAND - NIGHT

IT IS MYSTIQUE.  The lower part of her face and the whole
her neck are that of a stocky man.

		MYSTIQUE/AGENTíS VOICE
	Uhhh, Horizon, weíve seem to have had
	a shutdown at the generator, weíre
	five by five.  There now, checking it
	out.  Everything is fine other-wise.

		OPERATION COMMANDER
		(on radio)
	Roger Liberty one.  Horizon out.

She MORPHS back into her full self and smiles.

		MYSTIQUE
	Darling...  Weíre clear.

EXT. SEAWALL - NIGHT

Jean, Cyclops, Storm and Rogue step off the wing tip of
the X-Jet onto the island.  They climb over the fog
encased seawall and stand staring up at the Statue and
the desolate island.

EXT. TORCH - NIGHT

Magneto takes this moment in the darkness to point his
hands and all of his concentration on the bottom of the
torch.

The air RIPPLES with magnetic energy as -- the cap-like
end piece of the torch begins to vibrate, metal groans,
twists...

WITH A CRACK OF METAL, it comes free, dropping to the
ground.

INT. TORCH - NIGHT

Logan stares down through the hollow torch as the cap
falls away into the fog.

EXT. STATUE - BOTTOM - NIGHT

The foursome are deciding how to proceed.

		CYCLOPS
	We should check out operations, see if
	the Secret Service is still around.

Storm is surveying the layout of the island.  She looks
up at the Statue.

		STORM
	LOOK OUT.

They all look up.  The cap of the torch is SCREAMING DOWN
towards them out of the sky.  It crashes down as they
leap out of the way.

		CYCLOPS
	Iím going to assume that means that
	the Secret Service is out of
	commission.  Jean, can you raise me up
	there?

		JEAN
	Itís too far.

		CYCLOPS
		(assessing the situation)
	Storm, Rogue, -- you take the south
	entrance.
		(pointing to the main
		 entrance)
	Jean and I will go in here.

Storm and Rogue start for the south entrance.

		CYCLOPS (contíd)
		(to Storm and Rogue)
	Iíll see you both soon.

EXT. TORCH - NIGHT

Magneto prepares to execute the next stage of his plan
when he looks out over the island.  A DENSE FOG has
rolled in, obscuring his view of the bottom half of the
Statue.  He looks out towards Ellis Island and sees that
the fog is localized over Liberty Island.

		MAGNETO
		(into radio)
	Be careful everyone...  I think we may
	have company.

EXT. SEAWALL - NIGHT

The Coast Guard boat Magneto came in on.  The giant tarp
on the boat and what is under it.

IT RISES IN THE AIR, standing upright.  The tarp slides
to the deck to reveal:

THE MACHINE.  The one Kelly and Xavier saw.  The air
ripples as it rises higher in the air.

INT. MUSEUM - NIGHT

Storm and Rogue quietly enter the Statueís museum.  It is
filled with scale models and full size displays
documenting the history of Lady Liberty.  One display
showcasing the METAL STRIPS which line the Statue for
support.  They quickly head for an exit on the far side
of the room.

SUDDENLY:

The lights go out.  Darkness.

A low guttural CROAK echoes in the void.

		STORM
		(whispering)
	Rogue... run.

Rogue runs into the darkness, heading for the exit.  She
dashes past a six foot copper replica of the Statue and
out the door.

As soon as Rogue is past, the Statueís HEAD TURNS and
watches her go.  The replica blinks and the eyes turn
Mystique yellow.

INT. TORCH - NIGHT

The machine is rising.  Logan yanks at the manacles in an
attempt to pull his hands free.

INT. OLD TORCH ROOM - NIGHT

A giant room that welcomes the many visitors to the
Statue.  In the center is the old torch, placed there
after the Statueís 1986 restoration.  The only light in
the room is a soft red glow that emanates from the old
torch.

Cyclops notices a map of the Statue on a pedestal.

		CYCLOPS
	Over there.

Cyclops and Jean study the map, looking for the way to
the torch.  In front of them is the old torch.  Itís
eerie red glow is growing brighter.

EXT. STATUE - TORCH - NIGHT

THE MACHINE rises up and into the bottom of the torch
itself.

INT. TORCH - NIGHT

The machine is now almost on him.  Loganís struggles
turns to rage.  SHOOK -- He pops his claws and
frantically cuts at the wall behind him, as the machine
draws closer.

INT. MUSEUM - NIGHT

We hear an ominous LOW RUMBLE, as you hear on an overcast
day just before a thunderstorm.  SHEETS OF HEAT LIGHTNING
begin to roll across the ceiling, lighting the room in
sporadic bursts.

Toad darts around the room.

FLASH -- Reptile eyes -- DARKNESS.

FLASH -- A WEBBED CLAW -- closer -- DARKNESS.

FLASH -- leaping body -- closer -- DARKNESS.

Silence.  Darkness.

The heat lightning continues to expose the room in
rolling flashes.

Silence.  Darkness.

Suddenly, behind Storm the sound of ELEVATOR DOORS
OPENING.  Storm spins and unleashes a BOLT OF LIGHTNING.
The lightning strikes an empty GLASS HYDRAULIC ELEVATOR
SHAFT.  No TOAD.

INT. OLD TORCH ROOM - NIGHT

ANGLE ON: The map of the statue.  Cyclops watches as the
dim red glow turns brighter and brighter.  He turns to
look up at the old torch -- it glows FIERY RED HOT.

		CYCLOPS
	Get down!

THE TORCH EXPLODES.

A RING OF FIRE wipes across the room.

Cyclops and Jean duck behind the marble map pedestal as
fire whips around them.

Move up through the CEILING OF FIRE to reveal Pyro at the
center of the old torch.  His eyes wide, manipulating the
fire like an orchestra conductor.

INT. HALLWAY OUTSIDE THE MUSEUM - NIGHT

Rogue runs down the hallway, she stops.  The sound of
footsteps echo from behind her.  The footsteps quicken
from walking to running.  Rogue runs to get away as the
footsteps of her pursuer get closer.

INT. MUSEUM - NIGHT

Darkness.  Silence -- except for the sound of Stormís own
breathing.  Stormís eyes dart around the room, her senses
are in overdrive.

Suddenly, SLIME drips onto her cheek.  A low guttural
CROAK.  Storm looks up -- TOAD clings to the ceiling.

WHAM.  Webbed feet slam into Stormís chest sending her
flying into the elevator shaft.  She crashes helplessly
to the bottom -- stunned.

Toadís head peers through the open elevator doors to the
level below, looking down on the helpless Storm.  Toad
SMILES.  His webbed finger presses the elevator button.

The elevator doors above her close, sealing her in the
glass tubular shaft.
The ROAR of the hydraulic engine coming to life, the
elevator begins its crushing descent down toward Storm as
she lies at the bottom of the shaft dazed.

INT. OLD TORCH ROOM - NIGHT

C.U. on Jean and Cyclops both pinned down.

Fire sweeps around the map pedestal.  Cyclops turns.

BOOM -- He fires a series of OPTIC BLASTS blindly through
the fire, blasting the ceiling.

Chunks of debris from the ceiling shower down onto Pyro.
The inferno stops.

Smoke fills the room, Jean tries to catch her breath.
Cyclops stands and heads toward the old torch trying to
draw a bead on Pyro.  Cyclops doesnít see him.  When:

A COLUMN OF FIRE erupts from the thick smoke, rocketing
at Cyclops.

Cyclops dodges, flipping a heavy wood table with flaming
pamphlets on it -- using it as a shield against Pyroís
fiery onslaught.

EXT. TORCH - BACK - NIGHT

ANGLE FROM DIRECTLY OVERHEAD:

Magneto on the side of the torchís flame raises the huge
machine -- while on the other side -- LOGAN PUSHES
HIMSELF THROUGH THE HOLE -- his hands still bound behind
his back, and slams against the outer railing of the
torch.

Logan looks around in shock.  He realizes where he is.
He looks out at all the activity on Ellis Island, drawing
a greater understanding of Magnetoís plan.

EXT. TORCH - FRONT - NIGHT

With a MAGNETIC RIPPLE of the air Magneto drives the
machine right up through the bottom of the torch like
batteries in a flashlight.

EXT. TORCH - BACK - NIGHT

Logan turns his back to the hole he has just emerged from
and braces his cuffs against the rising machine.  The
machine pushes against Loganís wrists driving his cuffs
up against the top of the hole.

CRACK.

The pressure leaves the cuffs apart.

INT. ELEVATOR SHAFT - NIGHT

Stormís eyes open, looking straight up.

ANGLE ON: The elevator continuing its crushing descent.

Storm struggles to her feet.  Her hand presses against
the thick glass elevator shaft, it surrounds her like a
coffin.

LIGHTNING strike the glass -- to no effect.

Storm frantically searches for a way out.  She looks up
to see the elevator closing fast.

Storm raises her hands above her head.  WIND begins to
lift Stormís hair.  The wind picks up and starts swirling
violently against the sides of the elevator shaft.

Wildly, the wind whips around causing a CYCLONE within
the glass shaft buffeting upwards against the elevator.

The elevator groans as the hydraulics fight the
unrelenting vortex of wind.  Smoke begins to pour from
the hydraulics, which whine in protest.  At the center of
the tornado stands Storm, a force of nature.

As the elevator continues its descent the cyclone pushes
outward.  Small cracks start to appear on the glass
walls.

She is now forced almost to the ground.  The elevator is
now inches from Stormís head.  The floor is made of a
thicker version of the same Plexiglas and we look up
through it, the massive elevator looming over Storm.

BOOM.

The glass walls explode outward, showering the museum.

Storm partly rolls and is partly blown from the shaft to
safety.  The pressure of the cyclone released, the
elevator SLAMS to the bottom.

INT. OLD TORCH ROOM - NIGHT

Jean, having caught her breath, looks over to:

C.U. on Cyclops.  Heís pinned down as fire wraps around
the table -- the fire is burning through.

Jean, seeing Cyclops defenseless, stands up from behind
the marble podium.  She quickly scans the room and spots,
on opposite walls near the old torch, TWO LARGE FIRE
EXTINGUISHERS.

Jean stretches out her fists and focuses her telekinesis.

Pyro spots Jean -- with one hand continuing to blast
Cyclops, he uses the other to unleash an ARM OF FIRE
toward Jean.

Jean focuses as she brings her outstretched fists closer
together.  Suddenly -- the two fire extinguishers crash
through their glass holders.

Like two gunslingers in a showdown.

The extinguishers bullet toward Pyro.

The arm of fire rockets closer to Jean.

Suddenly, the EXTINGUISHERS COLLIDE EXPLODING in front of
Pyro.

Inches from Jeanís face, the ARM OF FIRE disappears.

The COLUMN OF FLAMES against Scott VANISHES.  The flames
once covering the room are gone, a choking smoke is all
that remains.

Through the smoke, at the center of the old torch, Pyro
lies dead, covered in a sea of white foam.

Jean starts choking on the smoke.  Cyclops stands and
motions for her to get out of the smoke filled room.

EXT. TORCH - FRONT - NIGHT

The machine finally locks into place.  Magneto raises a
walkie talkie to his face.

		MAGNETO
	Lights on.

INT. POWER STATION - NIGHT

Sabretooth grabs a hold of the lever for the ìLiberty
Displayî power breaker and pulls up.  Turning it on.

INT. ELLIS ISLAND - GREAT HALL - NIGHT

The lights of the Statue come back on.  The crowd of
dignitaries burst into enthusiastic applause as if it is
part of the proceedings.

INT. SECURITY CONTROL CENTER - NIGHT

The Statue now lit up in the monitors.

		OPERATION COMMANDER
	Roger.  We see the lights.

EXT. TORCH - FRONT - NIGHT

Magneto turns and opens the hatch.  Magneto sees the hole
-- Logan is gone.

EXT. TORCH - BACK - NIGHT

Magneto walks over and stares at the hole, clearly out by
Loganís claws.

Magneto looks at his fingers after wiping the edge of the
hole.  Loganís blood.  Magneto looks down and sees
Loganís claw marks down the arm of the Statue, marking
his escape.

Magneto scans the island from his high perch.  He does
not see Logan.

EXT. STATUE - MAIN ENTRANCE - NIGHT

The doors to the old torch room burst open -- SMOKE
BILLOWS OUT.  Jean runs out coughing violently.

Suddenly, Toad lands in front of Jean, grabs her head and
before she can react, his tongue launches at her face.

His tongue covers her face with an ADHESIVE SLIME.  Jean
falls to the ground.  Toad looks back at the main
entrance, sees Cyclops emerging and LEAPS up, out of
frame.

ANGLE ON:

Cyclops stumbles out of the smoke filled building.
Seeing Jean lying on the ground, he runs to her.

Cyclops turns Jean on her back, ready to perform CPR.  He
is shocked, the slime has now hardened to Jeanís face.
She is suffocating.  He desperately tries to pry it off.

ANGLE ON:

The camera quickly pulls higher and higher revealing --

TOADíS P.O.V.

EXT. OBSERVATION DECK - NIGHT

Toad looks down, perched on top of the railing
surrounding the base of the Statue -- the same position
he had before crushing the Secret Service agent.

Toad arches his back ready to spring downward.  He will
kill two birds with one crushing leap.

The sound of WIND.

C.U. Toadís face static, his eyes slowly look to the
side.  His head twists, looking over his shoulder.  Storm
stands behind him.

Toad turns and hops off the railing towards Storm.

C.U. on TOADíS FACE.  Which is horrible.

		TOAD
	Donít you people die?

Suddenly the wind picks up violently.  Toad moves closer
-- fighting the wind.

Storm is MAD.  A face we remember seeing on a young girl
in Africa.

Toad fights the gale force winds, his webbed feet
adhering to the ground.  He inches closer to Storm.  Toad
bares his FANGS.

EXT. STATUE - MAIN ENTRANCE - NIGHT

On the ground Cyclops notices the wind howling with rage
above him.  He frantically pulls on the encrusted slime
suffocating Jean.

EXT. OBSERVATION DECK - NIGHT

Stormís eyes widen.  HURRICANE force winds blast Toad.
Try as he might to use his sticky feet to hold on, Toad
is blown back off his feet, catching the deck with his
hands.

The piece of the deck TEARS LOOSE still attached to
Toadís hands.  He flies off the deck, past the metal
railing.  Toadís tongue LASHES OUT AND ATTACHES TO THE
RAILING.  For a moment, Toad just flaps there like a
flag.

Storm RAISES HER ARMS.

CRASH -- A huge BOLT OF LIGHTNING strikes the railing.

Toad is blown off the railing in a flash of electricity
and --

EXT. HARBOR - NIGHT

Toad lands in the water.  He disappears below the surface
leaving nothing but bubbles.

EXT. OBSERVATION DECK - NIGHT

Storm moves to the railing.  She looks down at Cyclops
and Jean.  Suddenly, the metal railing on which her hands
rest BEGIN TO BEND TOWARD HER.

EXT. STATUE - MAIN ENTRANCE - NIGHT

Cyclops continues to pull on the slime.  Jeanís struggles
are becoming more panicked.

Cyclops stops and puts his hands on Jeanís shoulders,
pinning her down.

		CYCLOPS
	Jean.  Jean stop.  Stop moving.

Jean continues to struggle for a moment.  She starts to
calm down, her chest still hitching involuntarily for
air.

		CYCLOPS (contíd)
	Jean, trust me.  Donít move.

He takes a hold of her chin and grips it tightly.  He
FIRES A THIN, FOCUSED OPTIC BEAM INTO THE ENCRUSTED
SLIME, splitting it in half.  He pulls the remains away
from her face.

Jean GASPS for air.  Then she looks up.  Her face turns
to horror.  Behind Cyclops, towering over him is --
Sabretooth.

WHAM!  Sabretooth smashes down.

BLACK

INT. HALLWAY OUTSIDE THE MUSEUM - NIGHT

Rogue turns the corner of the hallway and trips, tumbling
to the ground.

Rogue watches from the floor as the shadow of her pursuer
bends around the corner.  The sound of their footsteps
get closer.  The shadow is upon her, turning the corner.

It is LOGAN.

		LOGAN
	I didnít mean to scare you.

		ROGUE
	Thank God.  Logan... we have to help
	Storm we have to.

Logan looks around to make sure itís clear.

		LOGAN
	Iíll go back, but first let me find
	you a safe place.

Logan extends his hand.

		LOGAN (contíd)
	Here, take my hand.

Rogue looks at Logan confused.  Logan grows impatient.

		LOGAN (contíd)
	Take it!

ANGLE ON: Over Loganís shoulder.  On the back of his neck
we see some BLUE SCALES.  Logan is not Logan, Logan is
MYSTIQUE.

INT. STATUE - HEAD - NIGHT

E.C.U.-on Magnetoís belt, which is lined with METAL
STRAPS.  Magnetoís hand comes into frame holding CYCLOPSí
VISOR and places it against one of the straps.  The strap
WRAPS ITSELF BACK AND AROUND, pinning the visor to the
belt.  He brings a radio to his mouth.

		MAGNETO
		(into radio)
	Mystique...  Mystique, where are you?

Magneto turns to Sabretooth.

		MAGNETO (contíd)
	Find Logan.

Sabretooth exits as Magneto turns to reveal --

Jean and Cyclops, without his visor, are trapped in a
hideous tangle of metal (taken from the Statueís steel
bracing) forcing the two to face each other.  Two sharp
points of metal rest on either side of Cyclopsí head,
locking it in position.  Cyclopsí is close enough to feel
Jeanís breath -- if he opens his eyes, he will destroy
everything in his path, including Jean.

Storm is also encased in a myriad of sharp metal bands,
pinning her to the wall.  Razor sharp pieces of metal
warp and close on her throat.

All in all, they are completely disabled.

Jean struggles to free them with her telekinesis, to no
avail.

		CYCLOPS
		(whispering)
	Jean... can you?

		JEAN
		(whispering)
	Iím sorry.  Iím not strong enough.

Magneto stands next to Storm.  Close.

		MAGNETO
		(whispering)
	If the temperature changes a single
	degree...
		(looking at Jean)
	I only need one hostage.

Magneto stares icily at Storm.

As if to accentuate the threat, a piece of metal pokes
ever so slightly into the side of Stormís throat.

		MAGNETO (contíd)
		(raising his voice)
	Now if you can hear me Logan...

EXT. SEAWALL - NIGHT

We find Logan -- The real Logan.  He has made it off the
Statue and is about to jump off the seawall.  He stops
suddenly.

E.C.U. of his ear.  His powerful hearing enables him to
hear Magneto.

		MAGNETO (V.O.)
	... and I know you can -- It is a five
	minute run from the furthest distance
	on this island.  If you are not back
	in this time...  I will kill these
	friends of Xavierís.  Including the
	young lady from the gymnasium.  I
	think they came here to ìrescue you.î

INT. STATUE - HEAD - NIGHT

Magneto looks to his hand -- the CHIP from Cerebro.

		MAGNETO (contíd)
	I also have a small piece of Cerebro
	that might be of interest to you, if
	you hope to save Charles Xavier.

EXT. SEAWALL - NIGHT

		MAGNETO (V.O.)
	Xavier is dying you know.  Five
	minutes Logan.

Loganís face shows the frustration.  Again, he is forced
to make a decision.

INT. STATUE - HEAD - NIGHT

Magneto pulls out the chip taken from Cerebro and walks
over to Jean.

		MAGNETO
	Here -- Xavierís life.

He tucks it in an exposed part of her uniform.

		MAGNETO (contíd)
	If I get what I want, you can try and
	save him... for old times sake.

Magneto turns to Storm.

		MAGNETO (contíd)
	Now... shall we talk about the
	weather.

INT. ELLIS ISLAND - MAIN ENTRANCE - NIGHT

The President addresses the audience.  We move across all
the worldís leaders sitting with their families.  Men,
women and children of every race, color and creed that
the planet Earth has to offer.

INT. STATUE - HEAD - NIGHT

		JEAN
	Magneto.  Iíve seen the results of
	your machine.  Iíve seen Senator
	Kelly.

		MAGNETO
	Ahhhh, so the good Senator survived
	his fall?  And the swim to shore?  He
	is stronger than I ever could have
	imagined.

		JEAN
	The experiment was a failure.  Kelly
	didnít make it.  Yes, you were
	successful in activating his mutator
	gene, but you failed to take into
	account the rest of his body -- it
	wasnít ready for the strain.
	Kelly was dead within hours.  Your
	machine kills.

		MAGNETO
	Quiet...

Magneto pauses.  Shock registering on his face that he
could be wrong.  Thinking.  Considering what Jean is
telling him.  His mind races and calculates the
possibility.  Then:

		MAGNETO (contíd)
	I donít believe you.

		JEAN
	You donít understand.

Magneto gets angry -- squeezing the metal surrounding
Jeanís head.  Jean gasps.  This drives Cyclops crazy, but
he is helpless to stop it.

		CYCLOPS
		(yelling)
	Stop it!

		MAGNETO
	Why canít you see what I am trying to
	do?  Why do you stand in my way?

Magnetoís anger is boiling over.

THUD -- the sound of footsteps, then another and another.
The faces around the room look at the stairs as the
footsteps get closer and louder.

		MAGNETO (contíd)
	Check and mate.

PAUSE.

SUDDENLY:  SHOOK -- Loganís claws shoot up through the
floor, and through Magnetoís feet.  Magneto howls.  The
claws retract and Magneto falls.

Magneto, writhes in pain, rolling onto his stomach.

Logan quickly comes up the stairs and into the Statueís
head.  He stands over the crippled Magneto.

Logan turns to Jean who is still pressed eye to eye with
Cyclops.  He is relieved to see her alive.

ANGLE ON: Storm.  She sees something.  Several of the
steel bands that support the top of the Statueís head
begin to move.

		STORM
	Logan!

THREE METAL BAND peel off the ceiling, coming to life
with magnetic energy.  They leap across the room and wrap
around Logan.  Forcing his fists to press against his
chest.

Should he so much as extend his claws, he will rupture
his own vitals.  The metal bands wrap behind his back.

Magneto raises his hand and MAGNETIC WAVES RIPPLE.  Metal
groans as Magneto peels open a gaping hole in the top of
Lady Libertyís head.  Magneto looks up at the torch.  The
wind howls.

The AIR RIPPLES again as Magneto levitates the steel
bands holding Logan, lifting Logan off the ground and out
the hole in the Statueís head.

EXT. STATUE - HEAD - NIGHT

MAGNETIC WAVES thrust Logan through the air and --

INT. TORCH - NIGHT

WHAM -- THROUGH the metal skin of the flame.  Logan lands
in the center of the sphere on top of the machine.

Inside the sphere is a metal structure resembling the
model of an atom.  Its rings expand as it receives Logan.

Logan looks through the hole in the frame, down into the
hole in the Statueís head, at Magneto.

INT. STATUE - HEAD - NIGHT

Magneto struggles to his feet, pulling himself up by his
hands.  Magneto stares at Logan, impatient.

Magneto stands with a hand raised up toward the machine.
Then a slight motion of his wrist --

INT. TORCH - NIGHT

The rings start revolving just as it did with Kelly, back
at the lair.  Spinning slowly, then gaining in speed.

The air around it RIPPLES, gaining in intensity.

INT. STATUE - HEAD - NIGHT

MAGNETIC ENERGY POURS from Magnetoís hands toward the
machine, behind him Jean and Storm watch helplessly.

INT. TORCH - NIGHT

The rings are spinning around Logan at such a speed, the
rings themselves are no longer visible -- merely a blur
around the stationary Logan.

Logan yells.  Unthinkable pain, his skeleton beginning to
glow through his skin.

His eyes look down, through the hole in the torch, into
the Statueís head, searching for Jean.

The deafening whine builds louder and louder.

INT. STATUE - HEAD - NIGHT

Magneto looks at the incredible displays as MAGNETIC
ENERGY flows from his hands continuing to charge the
machine.

Mystique emerges from the stairwell behind Magneto.  Her
eyes widen in awe.

		MAGNETO
	Ahh, there you are.

Mystique walks slowly toward magneto.  Storm and Jean
watch the torch in horror.

		JEAN
		(to Mystique)
	You have to stop him, the machine...
	it kills people...

Mystique ignores Jean.  She stops behind Magneto.  She
looks up and sees Logan staring back in agony.

		JEAN (contíd)
	... Please do something.

Magneto tilts his head slightly, acknowledging Jean, but
not moving from his task.

		MYSTIQUE
	Donít listen to her... itís a trap.

Magneto turns.

		MAGNETO
	What is?

		MYSTIQUE
	This is.

And she grabs the sides of his face and kisses him
deeply.  There is an awkward moment.  Until:

MAGNETO CONVULSES.  Once, then again.  Then he struggles
to be set free.

And MYSTIQUE TRANSFORMS INTO ROGUE.

It has been her all along, using SHAPE SHIFTING powers
borrowed from the real Mystique.

Magneto fights to get free, but his power is being
drained from him.

		JEAN
	ROGUE, DESTROY THE MACHINE!

Rogue goes to pull away, BUT MAGNETO WONíT LET HER GO.

Magneto grabs hold of Rogueís throat -- CHOKING HER.

INT. TORCH - NIGHT

Logan looking down, through the hole in the Statueís head
for Jean, sees Rogue and Magneto struggle.

Logan watches helplessly as MAGNETO STRANGLES ROGUE.

LOGAN YELLS -- THE WHITE LIGHT BEGINS TO EMANATE FROM HIS
BODY.  His flesh starts to SMOLDER.

INT. STATUE - HEAD - NIGHT

Magneto is strangling Rogue, who clings to his face --
drawing his powers.

The walls GROAN as magnetic energy RIPPLES through the
Statueís head.

ANGLE ON:

Rogue, choking to death, looks frantically at Cyclops for
help.  She raises one of her hands and uses Magnetoís
stolen power to BEND BACK THE METAL POINTS so that
Cyclops is able to move his head again.  Without his
visor however, he is still unable to open his eyes.

Magneto, feeling the last of his power draining from him,
grabs Rogue tightly and SLAMS her into the wall.  Rogue
slumps in Magnetoís arms and the two collapse to the
ground.

INT. TORCH - NIGHT

The sound from the machine is DEAFENING.  SUDDENLY --

SILENCE.

ABSOLUTE SILENCE.

At the silence, all eyes turn to the torch.

It is too late -- THE MACHINE IS FULLY CHARGED.

Loganís eyes tense.  He clenches his teeth.  Logan does
the unthinkable.

SHOOK.

The glowing white claws extend through Loganís chest and
out his back cutting three metal straps binding him.
Logan ROARS in pain as he --

Pulls his claws from his chest.

SLASH -- his claws rip through the inside of the machine -
- cutting apart the rings spinning around him.

The translucent torch of the Statue is CUT TO PIECES BY
THE FLYING METAL.

INT. ELLIS ISLAND - GREAT HALL - NIGHT

The President and the dignitaries turn.  Secret Service
rush to the window.  A wave of panic sweeps the crowd.

INT. SECURITY CONTROL CENTER - NIGHT

The flaming torch lights up one of many screens.

		OPERATION COMMANDER
	Liberty one this is Horizon...  I
	repeat... do you copy?  Liberty one
	this is Horizon ... I repeat... do you
	copy?

EXT. STATUE - TORCH - NIGHT

Where the flame of the torch once stood, now stands
Logan, his skeleton cooling down.

Logan leans on the torchís railing, his chest bleeds from
the six claw wounds.  Logan is exhausted.  He looks down
at his comrades still trapped by the metal bands.  And
Magneto lying powerless on the floor.  SUDDENLY, from
below --

A MASSIVE CLAWED HAND strikes Loganís chest.  The blow
sends Logan sailing back to the far end of the torch.

Logan lies against the railing.  Opening his eyes he sees
--

TWO CLAWED FEET following upward to a very angry, very
large Sabretooth, towering over him.

Sabretooth leaps at Logan.  Against the New York skyline
THEY GO AT IT, SLASHING AND HOWLING.

EXT. MANHATTAN HARBOR - NIGHT

Several Coast Guard cutters head full-speed toward
Liberty Island.

ANGLE ON: Their decks covered with armed Secret Service.

EXT. TORCH - NIGHT

Sabretooth picks up Logan over his head and throws him
like a rag doll into the railing on the other side of the
torch.

Logan struggles to his feet -- dazed.  Suddenly,
Sabretooth, running at full steam, tackles him.  Slamming
Logan into the railing.

The metal railing bends.

Sabretooth holds Logan by his wrists, trying to push him
over the edge.  It is several hundred feet to the ground
below.

Logan is weakening.  Sabretooth is in complete control,
he leans down near Loganís ear.

		SABRETOOTH
		(whispering)
	Your girlfriend is next.

With all his might, Logan pushes his clenched fists as
close to Sabretoothís face as he can.  SHOOK!  The claws
pop.  Sabretooth springs back to protect his face.

LOGAN KICKS WITH ALL HIS MIGHT AND SABRETOOTH flies back
to the other side of the torch.

LOGAN leaps up and running at full speed, tackles
Sabretooth -- like a train plowing into a stalled car.

The metal railing snaps and they both go flying through
the air.

EXT. STATUE - HEAD - NIGHT

CRACK.

Sabretooth and Logan slam onto the top of the Statueís
head.

Logan rolls off the back of the Statueís head and falls.

Sabretooth stands and looks over the edge - nothing.  All
he can see is the Statueís body curving away towards the
ground.  He smiles, and turns back to the hole.

EXT. STATUE - HEAD - NIGHT

ANGLE ON: LOGAN - Hanging from the ear of the Statue, the
claws of his right hand embedded in the lobe at the end
of three sets of long claw-marks.

He looks up.  A look of brutal determination crosses his
face.  Straining, he pulls himself up by his right arm.
The cords stand out on his neck as he tries to get to
shoulder level.  He aims his left claw a little further
up on the ear and --

THUNK.

He drives it in.

INT. STATUE - HEAD - NIGHT

WHAM -- E.C.U. Sabretoothís feet as he lands on the metal
floor.  He quickly takes in the situation, Magneto and
Rogue are still unconscious.  He walks towards Storm.

The air in the room starts to CRACKLE and Sabretoothís
hair begins to stand on end as it did when these two last
confronted each other.

		SABRETOOTH
	I donít think so.

Sabretooth backhands Storm across the jaw, knocking her
out.  As her head drops, he draws his claws and slashes
it down.  It STOPS, just before tearing open Stormís
throat, HELD BY AN UNSEEN FORCE.  He turns and sees that
Jean has focused her power in his arm.  He smiles.

He walks to Jean and tears off her bonds.  He reaches out
to grab her neck but his claw is stopped again in mid-
air.  Sabretooth just smiles wider and forces his hand
forward.  The outcome never really in doubt, the claw
wraps around Jeanís neck.  She begins to choke.

		CYCLOPS
	Jean!

Sabretooth lifts Jean by the neck and walks away from
Cyclops as he chokes her.

		SABRETOOTH
	Sorry about this sweetheart, but I
	made Logan a promise.

Jean struggles desperately against Sabretoothís
unbreakable grip, the life draining from her.  Then --

		LOGAN (O.S.)
	Hey, ya big pussy.

Sabretooth whips around, still clutching Jean to see -
LOGAN -

Bleeding, beaten and panting, and yet still standing
defiantly over Magnetoís unconscious body.

		LOGAN (contíd)
	I ainít finished with you yet.

Sabretooth looks at him, disbelieving that this man can
still be standing, let alone challenging him... and he
starts to laugh.

		SABRETOOTH
	You?

Logan grins.

		LOGAN
	Not just me.

And with that: he extends ONE CLAW from his right hand,
squats down, and cuts the piece of metal holding Cyclopsí
visor to Magnetoís belt.  He lifts it up and it slides
down his claw to his hand.  He casually throws it in the
air.

		LOGAN (contíd)
	Jean?

Logan looks at the visor and it freezes in the air.

It flies across the room, right past Sabretoothís head.
He lunges at it with his free claw but just misses it.

The visor lands square on Cyclopsí eyes, and attaches
itself to Cyclopsí face.

He turns.

BOOM!

A focused OPTIC BLAST hits Sabretooth like a FREIGHT
TRAIN.  He drops Jean and SLAMS THROUGH THE WALL.

EXT. STATUE - NIGHT

We see the side of the Statueís head.  Suddenly,
Sabretooth BLASTS THROUGH THE EYE.

For a moment Cyclopsí beam continues to fire through the
eye as if the Statue itself is imitating Cyclopsí power.

EXT. SEAWALL - NIGHT

Magnetoís boat still sits quietly next to the seawall.

CRASH.

Sabretoothís body SMASHES THROUGH THE ROOF of the boat.
The tarp flies up and drifts back down to rest over
Sabretoothís body.

INT. STATUE - HEAD - NIGHT

Loganís breathing is strained, a blood stain in the
middle of his shirt, but he is in control.  Logan looks
up, his eyes met by Jeanís.

He walks over to Storm and Cyclops and SHOOK! cuts them
loose.  Jean and Cyclops catch Storm, who begins to come
around.

Cyclops smiles.  Logan kneels down beside Rogue.  He
wants to comfort her but cannot touch her.  She opens her
eyes and sees Logan.

		ROGUE
	Hey...  There you are.
		(sudden apprehension)
	Is it really you?

		LOGAN
		(not quite sure what sheís
		 talking about)
	Yeah, itís really me.

		CYCLOPS
	Come on, letís get out of here.

Logan stands.  He takes a couple of steps before
collapsing in Cyclopsí arms.

		LOGAN
		(sliding to the ground)
	Iím o.k.  Iím o.k.

		CYCLOPS
	Sure you are, sport.

EXT. LIBERTY ISLAND - DOCK - NIGHT

Several Coast Guard cutters and police boats reach the
island.  Men run across the dock as we pull up --

EXT. LIBERTY ISLAND - NIGHT

The Coast Guard, Secret Service, and FBI descend upon the
island.

INT. OLD TORCH ROOM - NIGHT

Security enters the smoldering remains of the old torch
room.  The walls blackened by a past inferno.  At the
center, Pyro lies motionless in a sea of foam.

INT. MUSEUM - NIGHT

Push in on MYSTIQUE who is tied up.  Across her feet a
crack of light as the door begins to open.  Swish pan
over to the NYPD entering the room.  Swish pan back.
Mystique has taken the form of a Secret Service agent.

		AGENT/MYSTIQUE
	Hey, could somebody untie me!

EXT. SEAWALL - NIGHT

A Secret Service spots the wreckage of Magnetoís boat and
the large tarp which covers it.  He pulls his gun.

		SECRET SERVICE MAN #3
		(to other agents)
	Hey!  Over here.

Three other agents pull their guns and aim at the tarp.
The first agent pulls it back to reveal... nothing.
Sabretooth is gone.

INT. STATUE - HEAD - NIGHT

NYPD and Secret Service rush up the stairs and into the
head.  Magneto lies unconscious on the floor.

The lead guy, an NYPD OFFICER in a flak jacket, holding a
shotgun, stares up at the ceiling.  He peers out through
the gaping hole.  Beyond the damaged torch the star
filled sky is momentarily eclipsed by a aircraft -- the X-
Jet.

The officer turns to say something, but stops --
wondering if his eyes were merely playing tricks on him.

INT. MANSION - DAY

Cyclops, Jean, Storm, Rogue and about two dozen students
all sit in front of a wide screen TV watching the Special
Report on the Mutant Registration Act vote.

As the Anchorman speaks we move over the concerned looks
on all of their faces.

		ANCHORMAN (O.S.)
	Even after last weeks terrorist
	vandalization of the Statue of Liberty
	by an unidentified mutant
	organization, the outcome of the vote
	was 51 to 49 in opposition to the
	Mutant Registration Act.

A LOUD CHEER as the room erupts into celebration.

		CYCLOPS
	Quiet.  Quiet everybody.

		ANCHORMAN
	This narrow defeat was probably due in
	large part to the surprising last-
	minute reversal by Senator Scott
	ìFrankî Kelly, who until today
	provided the loudest voice in the cry
	for Mutant Registration.  Earlier
	today, Kelly had this to say:

The TV cuts to a shot of Kelly being grilled by reporters
as he walks down the Capitol steps.

		KELLY
		(struggling to get through)
	If we can not go into the future
	together, the divisions of fear and
	prejudice will tear this country
	apart.

As he is speaking, we cut to:

INT. CAPITOL BUILDING - WASHINGTON D.C. - DAY

Kelly pushing past reporters.

		KELLY
	No more questions.  Please, no more
	questions.

E.C.U. The back of Kellyís neck as he passes.  A BLUE
SCALE is visible above his collar.

INT. LOGANíS ROOM - DAY

The FAINT CHEERS are heard through the walls.

HAZY THEN FOCUS INTO -- light pushes through blinds.  A
gentle breeze moves them slightly.

Logan sits up in his bed, his chest bandaged.

VRRRIP -- the sound of blinds being pulled open.  Bright
sunshine fills the room, washing across a box and a card
sitting on a bureau.

ANGLE ON: the card as Logan reads it.

LOGAN -- WELCOME HOME.  It is signed simply, X.

Logan reaches in the box, pulling out -- a UNIFORM.  He
lays it on the bed.  He pulls on one of the gloves,
stretching his fingers in it.  Perfect fit.

SHOOK -- He pops his claws through THREE METAL RINGLETS
on the back of the glove -- clearly it was made
specifically for him.

Logan looks down into the box for him.

INT. LOGANíS ROOM - LATER - DAY

From behind Logan we see him finish putting something on
over his head.  Logan turns into frame, he is wearing a
dark blue MASK.

It fits his head neatly.  The sides arch up shadowing his
ears, giving him a wolf or fox-like appearance.  The
shape is reminiscent of Loganís sketch -- the wolverine.

Logan stands facing a mirror.  The mask looks good on him
and he seems to know it.

Xavier is in the doorway.

Logan pulls off the mask, embarrassed.

		LOGAN
	Donít you knock?

		XAVIER
	Theyíre all asking how youíre doing.
	Are you feeling up to saying hello to
	everyone?

		LOGAN
		(pulling the glove off)
	Actually Iím feeling up to leaving.

Logan walks over to the closet and pulls out a shirt.  He
puts it on.

		XAVIER
		(surprised)
	Why?  You have a home here now, if you
	want it.  Everyone will...

		LOGAN
	What?... miss me?  Charley, Iím gonna
	walk out the front door and trust me,
	it wonít be soon enough for everyone
	here.

Logan pulls a duffle bag out of the closet.

		LOGAN (contíd)
	Can I, umm?

		XAVIER
	Of course.  Everything in this room is
	for you.

Logan seems genuinely touched by the gesture.

		LOGAN
	Thanks, Iíll pay you back.

Logan shoves some clothes into the bag, but not all.

		XAVIER
	Well if youíre going to leave then you
	at least owe them a goodbye.

Logan smirks.  He picks up his bag.  They exit the room
together.

INT. MANSION - DAY

The celebration continues unabated.  The newscaster on
the defeat of the Mutant Registration Act muted, in the
background -- Storm, Jean, and Cyclops all sit around a
table chatting.  Rogue sits on the couch with other
students, trying on a new pair of leather gloves.

		XAVIER (O.S.)
	Excuse me.
		(louder)
	Excuse me.

Xavier is in the doorway.

		XAVIER (contíd)
	Everyone, Logan would like to say...

Logan steps into the doorway.  Everyone can see him now.
Before Xavier can finish his sentence he is interrupted
by --

APPLAUSE -- simple, genuine, applause.

Students slowly stand up.  Proud of Logan.  For he is one
of them.  He is a mutant.  And he is a hero.

As the unconditional applause echoes around him, Logan
seems sincerely touched by their spontaneous outpouring.
He is almost choked up -- almost.

The applause quiet.

		XAVIER (contíd)
	Well, Logan.

All eyes are on Logan.  Logan pauses.  He looks to
Xavier, then back to the room.

		LOGAN
	Whatís a guy gotta do to get a beer
	around here?

Logan puts his duffle bag down.  He walks over to the
table with Storm, Cyclops and Jean.  Jean smiles at him,
so does Cyclops -- his arm around the back of her chair.

Logan sees them together, they are happy, and finally he
offers a smile.

Xavier holds for a moment at the door.  A look of pride
on his face, the pride a father has for his children.

INT. PLASTIC PRISON - DAY

A CLEAR PLASTIC HALLWAY

Thatís right, PLASTIC.  Everything we can see -- walls,
ceiling, floor -- is made, entirely, of thick, clear
plastic.

DOWN THE HALL TO:

A THICK PLASTIC CELL

There, in the middle, at the clear plastic desk, with two
clear plastic cups filled with the only thing of color
other than the two men in the room.

Xavier and Magneto.

They play a friendly game of chess.

Magneto is notably without his trademark helmet.  Two
casts encase his legs from his Logan-inflicted injury.

Xavier is on a modified plastic chair with plastic
wheels.

		MAGNETO
	I wouldnít really have let you die,
	you know.  I just needed...

		XAVIER
		(interrupting)
	I know.

Magneto thinks for a while; then:

		MAGNETO
	Doesnít it ever wake you in the middle
	of the night?  The feeling that some
	day, some day very soon, they will
	pass that foolish law - or one just
	like it - and they will come for you
	and your children?  Take you all away?

		XAVIER
	It does indeed, Max.

		MAGNETO
	And what do you do when you wake up to
	that?

		XAVIER
	I feel a great swell of pity for the
	poor soul who comes to that school
	again looking for trouble.

He stares right at Magneto.

Xavier makes a move, Magneto counters.  Xavier moves
again.

		MAGNETO
	But you know that it is a war, old
	friend.  And to win a war it takes the
	will to fight it at all costs, by any
	means necessary.  And for that reason,
	I will always have the advantage.  No
	matter how you trap me, how I am
	contained -

Chess pieces seem to visually mimic their conversation
Xavierís white pieces slowly surrounding Magnetoís Black
King.

		MAGNETO (contíd)
	- I will always find an escape.

		XAVIER
	And I will always be there, old
	friend.

And with that, Xavier places his queen gently down,
taking away a knight.

		XAVIER (contíd)
	Check.

Just then, the door to the cell opens.  A Guard waits.

Magneto and Xavier stare at one another before Xavier
turns and wheels himself out of the room.

The door closes behind him, leaving Magneto alone with
his plastic chess set in his plastic cell.

And Magneto looks at the pieces before him.  Something
occurs to him.  He smiles a wicked smile.

And his rook LEVITATES, despite its properties, moving
across the board and toppling Xavierís king.

		MAGNETO
	And mate.

BLACK

 
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