剧本〈X战警〉xmen1

X-Men



By



Ed Solomon


Revisions:
Chris McQuarrie
Tom DeSanto
Bryan Singer





February 24, 1999
















BLACK

Sounds of a train rolling to a halt, a shrill whistle.

EXT. CAMP - DAY

UP ON the door of a weathered cattle car as a German
soldier steps into frame wearing that familiar gray of
the all-too familiar era.

He throws the door to reveal a mass of huddled and
frightened people inside.

The words are not necessary. The language is not ours
and the images say enough.

Men, women and children are herded off the train like
cattle toward a large open yard. There they huddle until
the Germans begin to shout and shove through the mob.

EXT. FENCE CORRIDOR - DAY

We are looking up at rows and rows of fences topped with
barbed wire all designed to create a separator for the
thousands of Jew who pour through each day.

Then we see the eyes themselves that look up at them.

A LITTLE BOY. A boy who will not die this day. A boy
who will live to see the end of the war and the world of
the future.

He stares at the metal wire with an unusual fascination.

The boy looks up at HIS WORRIED PARENTS - a sturdy-
looking couple who try to smile and comfort him.

The corridor comes to a junction where it splits in
several different directions.

Soldiers here push the mob using rifles as pikes,
screaming and terrorizing the lot of them. Suddenly it
is clear what they are doing. They are dividing the mob
into smaller groups.

Soon, the groups themselves become evident.

Men from women. Children from adults.

The family tries to stay together, clinging to one
another dearly, until finally, they are put upon by a
number of gray uniforms and pulled apart. The boy is
dragged screaming his feet no longer touching the ground.
Two soldiers carry him as they follow the back of a large
column of children being led through a gate of barbed
wire so dense, it resembles wool.

The gate closes and the boy looks back to see his parents
- along with many others - being restrained by a number
of soldiers. The screaming is deafening.

And the boy's can be heard above it all. The soldiers
seem to be having a hard time carrying such a frail
child. The farther they get from the fence, the heavier
he seems to get, until they are literally pulling him as
though he were anchored to something.

His outstretched fingers claw at the thin air and he
screams until the blood in his face is blue.

The soldiers are literally pulled back a step and they
begin to slip in the mud. They look at one another and
then over their shoulders as they hear a sound.

A groaning, creaking sound. And then the unmistakable
twang of wire stretched to snapping.

ANGLE ON:

The fence. The gate that separates the parents. It bows
toward them like iron filings to a magnet, and several of
the strands of barbed wire have given way.

The boy continues to scream as all the other faces simply
freeze and wonder.

One of the soldiers pulls a wooden baton from his belt
and brains the boy violently.

He slumps and the soldiers carrying him spring forward as
through a rope that was holding them back has been cut.
They nearly fall, looking at one another with some
concern, some confusion....

Then they follow the line of children that has gotten
ahead of them.

ANGLE ON:

The boy's parents watch him as he -- as they, are taken
away.

The rest of their story is as you would expect.

EXT. SKY - DAY

Bright, bright blue framing a blinding white sun.

PAN DOWN AGAIN TO REVEAL:

The cracked, drought-stricken soil of nowhere.

TITLES:

KENYA - 1978

A group of children at play. Tribal children who,
without the help of the titles, could be from any age.

They run through a tiny village of tents, playing. Every
child holds a long reed-like stick and they chase each
other playing their version of tag.

As each child is tapped, they chase the others. Each
trying to avoid being "it", though never going far enough
away to miss the fun.

One girl in particular. A PRETTY GIRL OF 12, with
unusual white hair, is tagged and immediately shunned.

She chases kids this way and that, but to no avail. She
is not strong enough, nor agile enough, to win.

She tumbles and lands on her stick, snapping it. She
stands and, when the children see that her stick is
broken, they begin to giggle.

The giggles become laughter and the laughter becomes a
taunt, and before we even realize, the inherent cruelty
of children let loose becomes evident.

They have now formed a circle, at first avoiding her
touch with distance, but now growing tighter with menace.
In the unspoken manner of children at prey, the group
begins to chant in their native tongue - a song we have
not heard but sung in a way none-too inviting. They
begin to poke at her with the reeds, driving her back.

The girl now moves to the center of the circle, no longer
wishing to tag anyone.

ONE DEVIOUS CHILD seems to get an idea. He takes his
stick and smacks it across her shoulder. She turns to
face the child and another swings his stick across her
back with a solid THWACK. Before long, mob rule gives
way and all the kids are swinging at her and laughing.

It grows to the brink of frenzy, the laughing and the
shouting not too unlike the noise of the previous scene.

So much so, we may miss the first flake of snow. The
children certainly do. It is snowing for a good ten
seconds before the last of them stops.

By then, the snow is thick as flies and wafting down to
melt instantly on the hot African soil that has never
seen snow before.

ANGLE ON:

Adults come out of their huts and in from the fields and
the whole of the village is soon gathered around the
little girl, staring up from the clear blue sky and the
snow that falls from nowhere. From nothing.

One by one, all eyes fall on the little girl and the
looks of curiosity become looks of fear. Of
superstition.

Punctuated by a solid thump.

And then another.

AN OLD MAN looks down at his feet and sees a tiny,
misshapen ball of ice, no bigger than his eye. He looks
at it, bites it, then pops it in his mouth - breath
turning to steam.

Another such chunk of ice pops him on the head. THE
CROWD LAUGHS.

They look up again and see that mixed with the snow are
tiny pellets of hail, seeming to increase in number as
the snow mysteriously wanes.

And the pellets are getting larger. Until they land as
hunks.

The white haired girl drops to the ground and covers her
head as hailstones the size of baseballs plow into the
Earth.

Before long, tents are collapsing and panic ensues.

And all along the white haired girl sits huddled in the
dust, crying.

As hailstones fall in a circle around her, never coming
closer than then a few feet or so.

INT. HIGH SCHOOL GYMNASIUM - NIGHT

ONE MORE SKY. This one a backdrop. Cheap paint and
tissue paper hung with hooks on a wall just behind the
basket on a full court.

As we pull back, we see the skyline of New York, crudely
made out with its silhouette buildings of dark gray and
black - windows of yellow.

Among the famous landmarks represented is the Statue of
Liberty, complete with a real light bulb burning in the
torch.

We are at a prom. The theme is RHAPSODY IN BLUE and the
decor has made tragic efforts to show it. The
tablecloths are blue, the napkins are blue - far too many
of the tuxes are powder blue, and the blue eye shadow is
as heavy as expected.

Peter Gabriel's "In Your Eyes" gives painful indication
of the era, but here it is, nonetheless:

SOUTHERN CALIFORNIA - 1986

MOVE ACROSS THE FLOOR and through the swaying, clutching,
sweating dancers to the bathroom.

Through the door to the usual -

INT. BOYS BATHROOM - NIGHT

Several boys are here, bow ties undone - unclipped in
most cases. Smoking, drinking from whatever inventive
container was used to smuggle in booze. Breath freshener
and Visine are the chaser.

Some of the guys are rolling joints while others make the
sad effort to wave smoke away. Who are they kidding?
It's a fog in here.

MOVE DOWN THE ROW OF TOILET STALLS to one in particular.
Here we find A FRECKLED KID standing in front of mirror,
clearly holding himself up from the effect of God knows
what.

He talks to his friend in the he stall behind him.

FRECKLED KID
Man, what's the matter with you?

His friend is on the toilet with his head in his hands.
He seems to be in some pain. He is SCOTT SUMMERS - AGE
17.

FRECKLED KID (contíd)
Dude. Lighten up. She's just a girl.
You just gotta-

SCOTT
No, my eyes... my eyes are killing me.

The Freckled kid offers a small plastic bottle.

FRECKLED KID
You want some Visine, man?

SCOTT
My... eyes...

The freckled kid looks and sees that Scott's eyes are
watering so badly that tears are literally streaming
through his fingers.

He goes back to the mirror to look at his own.

SCOTT
... they're burning...

The freckled kid turns back to him.

FRECKLED KID
Dude, how much did you smoke?

SCOTT
I didn't smoke anything.

Scott looks up, taking his hands away, revealing for an
instant that his eyes are merely bright red embers in his
head. Featureless but for the color.

Freckles takes a step back.

INT. GYM - OUTSIDE BOYS ROOM - NIGHT

A blinding flash of light shows through the frosted glass
in the double door and cuts through the crack into the
dark of the gym.

All who see it are stunned. Frozen. A lingering moment
of confusion, then:

BOOM, the doors to the Boys Room burst open and the
occupants scatter into the gym.

INT. GYM - STALL - NIGHT

Freckles is still there, legs locked.

FRECKLES' P.O.V.

He looks at Scott who is now crying meekly in the stall,
covering his eyes again -- afraid to open them.

The door of the stall across from him swings closed TO
REVEAL:

A HOLE, PUNCHED THROUGH THE STALL DOOR framing Scott's
face perfectly. Pull back to reveal that the hole
continues through the wall, into the girl's bathroom next
door.

In the corner several girls huddle together, they are
afraid.

INT. SENATE HEARING ROOM - DAY

Packed with reporters and photographers. There's a dais -
a raised panel of senators - and a second, lower panel.
This is where the "experts" are testifying.

Panning across the faces of several G.O.P. creeps as they
watch something with varying degrees of interest.

TITLES:

WASHINGTON D.C. - THE NOT TOO DISTANT FUTURE

A woman's voice holds over the proceedings. It is the
voice of JEAN GREY - whom we will soon meet.

As she is speaking, we come to a large screen television
at one end of the room.

JEAN (O.S.)
In every organism on Earth there
exists a mutator gene - the X-factor,
as it has come to be known. It is the
basic building block of evolution -
the reason we have evolved from homo
habilus...

FOOTAGE REFLECTS THE VARIOUS STAGES OF HUMAN EVOLUTION.
Accompanying it is a GRAPH with a DIAGONAL LINE
indicating the ascent of the "human being" as we know it.
Accompanying the graph are evolving images of the
"evolution of man."

JEAN (O.S.) (contíd)
... to homo erectus, to homo sapiens
Neanderthals, and, finally, to homo
sapiens.

The animated demo on the screen zooms in on the lowest
order of human depicted - homo habilus - a primitive, ape-
like humanoid covered in hair. As he is singled out, the
terrain of his time appears, along with the harsh signs
of his winter.

JEAN (O.S.) (contíd)
Taking it's cues from the climate,
terrain, various sources of
nourishment, the mutator gene tells
the body when it needs to change to
adapt to a new environment. The
process is subtle, normally taking
thousands of years.

As the graphic changes and depicts WARMER CLIMATE, the
HAIR STARTS TO DISAPPEAR ON THE MAN'S BODY - gradually
evolving into the human we now know as ourselves.

Now the terrain is modern, the weather pleasant. The
image pulls back and places this man back in line at the
front of evolution.

JEAN (O.S.) (contíd)
Only in the last few thousand years
did mankind begin to make clothes for
himself, build shelters, use heat and
grow food in large quantities. With
this man-made environment remaining
relatively stable, the X-factor became
dormant.

QUICK SHOTS: early huts, early clothing; then early
homes, later homes, air conditioning, cars, modern high-
rises, etc.

PULL BACK WIDER

JEAN (O.S.) (contíd)
Until now.

On the room, the reactions, and on JEAN herself.

A strong, attractive woman in her early 30's. A simple
placard before her:

JEAN GREY. GENETICALLY ENHANCED RIGHTS ASSOCIATION.

The screen shows the words "PRESENT DAY," where the
"evolution line" has resumed its rise.

JEAN (contíd)
For reasons still not known to us, we
are seeing what some are calling the
beginnings of another stage of
evolution -

A MICROPHONED VOICE interrupts. Bearing down is the
flamboyant SENATOR SCOTT "FRANK" KELLY, a conservative
from Florida, and the hearing's Chairman.

Just behind him sits his aide HENRY GUYRICH - mid 30's,
typical government cog.

KELLY
You're avoiding the question I posed
to you at the beginning of the
hearing, Ms. Grey. Three words: Are
mutants dangerous?

JEAN
I am avoiding a question that is
decidedly loaded, Senator. The wrong
person behind the wheel of a car can
be dangerous.

Another SENATOR (LUCINDA ROWEE) speaks into her
microphone:

SENATOR ROWEE
Well, we do license people to drive.

JEAN
But not to live.

Kelly raises a hand, continuing his tirade.

KELLY
Ms. Grey -- you work at a school for
mutants in Westchester, New York. Can
you tell the members of this committee
what exactly you are teaching these
mutants?

JEAN
Math. History. Science. English.
Athletics --

KELLY
You wouldn't happen to be teaching
them how to use their powers to --

JEAN
Control, Senator... we teach them
control.

Kelly raises a blown-up photograph: a grainy, super-
zoomed, somewhat obscured image of a CAR ON A FREEWAY
which appears to have "melted." Now he's really playing
to the crowd.

KELLY
This was taken by a state police
officer in Secaucus, New Jersey. A
man in a minor altercation literally
melted the car in front of him. I
don't know where you come from, Ms.
Grey, but where I come from, you don't
go melting people's cars when they cut
you off. You do it the old fashioned
way -- you give 'em the finger.
(laughs from the crowd)
But what you presume to tell this
committee -

JEAN
I presume nothing, I am here to tell
you that in time, the mutator gene
will activate in every living human
being on this planet. Perhaps even
your children, Senator.

KELLY
I can assure you, there is no such
creature in my genes.

The room LAUGHS. Kelly mistaken thinks it is for him,
until the double meaning occurs to him. He is
momentarily embarrassed, but he quickly recovers.

KELLY (contíd)
Ms. Grey, we are not here to weed out
mutants. The Registration Act is
designed merely to assess their
potential threat - if any - to
national security.

The crowd reacts loudly in support of the Senator. Some
cheer, some roar, some yell obscenities at Jean.

Jean stands and walks out, pushing her way through
reporters now moving in for her response. All the while,
Kelly is delivering his last words.

KELLY (contíd)
Mutants are very real. They are among
us. We must know who they are. And
above all, we must know what they can
do.

AS THE SHOUTS OF THE MOB RISE AND GIVE WAY TO:

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

An angry mob outside the Senate hearing. Voices roar in
dissent when Jean emerges, coming down the steps without
hesitation.

She sees signs condemning mutants, a scarce few
supporting them.

A group of reporters are behind her and more meet her in
front, closing her in. Microphones are shove in her
face.

REPORTERS/VARIOUS
Dr. Grey, how do you feel about the
Senator's Statement / How is the
mutant community reacting? Is it true
that mutants are dangerous? / Is there
a mutant plot to overthrow the
government?

She ignores them all, trying to push through.

ANGLE ON:

A KID IN THE CROWD holding a full can of Coke. Smiling
to his friend beside him. He fires it over the heads of
everyone toward Jean. Perfect trajectory. Closing fast.

Suddenly:

Silence falls over the crowd. A total silence. An
absolute silence.

All eyes watch in awe at the can and its liquid trail,
frozen in mid-air a few inches from Jean's face. It
simply hovers there.

JEAN
Weíre not the ones to be afraid of.

Using telekinesis she slowly lowers the can to the
ground. She shakes her head, almost ashamed of the
display. Almost as if to say ìI didnít want to do that.î

The can rolls down the steps. People move away from it
as though the can itself were dangerous.

The crowd steps back in genuine fear. Jean simply moves
ahead now, unimpeded, still shaking her head.

EXT. CABIN IN THE SNOW COVERED WILDERNESS - DAY

Smoke curling from the chimney, warm light emanating from
the window.

A well-worn pick-up truck parked axles deep in the snow,
the back filled with a cord of cut wood. A hand painted
scrawl on the door reads:

Firewood for Sales

A slope, just behind the cabin leading to a frozen lake.

PUSH IN SLOWLY TOWARDS THE CABIN. Ten beers sit cooling
in the snow outside the door. We hear LED ZEPPELINíS
ìBLACK DOG.î

INT. CABIN - DAY

Music thunders, quite a contrast to the surroundings. A
cosy little abode, showing signs of neglect, as though
decorated with a gentler touch that passed not too long
ago.

A large shelf replete with books. An electric mix from
Sun Tsuís The Art of War to Mark Twainís The Adventures
of Huckleberry Finn.

A fire burns in the fireplace. On the mantle sit a few
old black and white photos of a slightly younger Logan
posing with a group of HARD-CASE MILITARY TYPES in a
heavily wooded area. We can not tell if they are true
Military or simply mercenaries.

In the wall above the mantle, a sketch of a beautiful
woman.

And finally we come to the occupant of the house, sitting
at the only table in the center of the room. His back is
to us. His hair is coarse and black, sprouting wildly
from his head. He is LOGAN. We will come to know him
well. As well as we can.

Despite the loud, pounding music, he is working with the
meticulousness of a watch maker. At the same time, he
smokes a thick cigar. A tall bottle of beer on the floor
next to his chair. A SINGLE, SILVER DOG TAG hangs from
his neck from a battered chain. As we get closer, we
look over his shoulder and see what he is working on so
intensely.

Pencil rubs against paper furiously. He is sketching,
what we cannot see. But he is definitely caught up in
his own minds eye.

HIS HEAD SUDDENLY TURNS. He listens to something we
cannot begin to hear. A momentary pause, and he goes
back to sketching.

Just as he seems to be settling back into the details
again.

WHACK

He reaches over and shuts off the music coming from the
box beside him. He listens.

He stands, turning around slowly in a circle. He drops
the sketch pad on the chair.

Only the crackle of logs in the fire.

LOGANíS P.O.V.

We follow his gaze around the room. Past the fire which
sounds suddenly like a blazing inferno, past the clock
which ticks as loud as clapping hands, past the simmering
tea-kettle which hisses like a seething cauldron.
Finally, he glances at the cigar which we hear crackling
nearly as loud as the fire.

Loganís senses are amplified many times more then ours,
he walks to the door.

E.C.U.

His nostrils flare.

He raises his fist beside his face. For a moment, it
seems as if he is just chinking. Then -- SHOOK - THREE
STEELY CLAWS some nine inches long, emerge inexplicably
from the skin just above Loganís knuckles.

Logan barley turns his head before.

BOOM

THE WINDOW EXPLODES, letting in freezing wind and
billowing snow.

Logan is hit from behind.

The attack is so ferocious that we are unable to make out
the attacker. Whatever it is, it is HUGE. We can hear
it snarling and see flashes of its claws as it slams
Logan back.

EXT. CABIN - DAY

The front door SMASHES OPEN. The two combatants roll
madly down the hill obscured by flying snow.

Finally, we see Logan separate from his attacker and
CRASH THROUGH THE ICE of the frozen lake.

E.C.U. - A MASSIVE CLAW-LIKE HAND lifts into frame the
SHINING DOG TAG hanging from it. The tagís chain slides
off and too the ground.

UNDER ICE

Logan struggles, already short of breath.

As he struggles -- water starts to fill his lungs. His
skin goes pale. He is drowning.

EXT. ABOVE ICE - DAY

We hear an angry grunt as the thing starts to hunt for
Logan. It stalks across the ice, searching. We catch a
glimpse of shoulder, a CLAWED FOOT, a MANE OF HAIR.

UNDER ICE

Loganís struggle has decreased somewhat as his strength
wanes.

CRACK

The ice above Logan shatters as a clawed hand reaches
through.

EXT. ABOVE ICE - DAY

A violent YANK. The ice gives way to the soaked and half-
frozen Logan.

The creature picks Logan up by his face, CUTTING DEEPLY
into his cheek, and holds him up like a rag doll. The
two are face to face. This is called SABRETOOTH. The
reasons are obvious.

Teeth like said animal and catís eyes to match.

A mutant, certainly a member of a class remote in the
extreme.

And then it speaks.

SABRETOOTH
Itís not gonna be that easy.

Logan, half-drowned, opens his eyes and looks right at
Sabretooth as though heís going to say something.
Instead, a LUNG-FULL OF WATER comes shooting out.

With that, Sabretooth ROARS, as he hoists Logan up and
throws him. Logan flies nearly ten yards. He lands head
first.

Sabretooth skulks over to him.

With the sound of Sabretoothís breathing comes the rising
of the wind...

Snow from the ground begins to swirl in the bitter cold
air.

Sabretooth is nearly upon Logan now and the wind rises
further, until he must shield his eyes from the bitter
icy air.

As he approaches, we see a fresh cut on Loganís face
HEALING BEFORE OUR VERY EYES, leaving not so much as a
scratch.

THEN:

A SUDDEN FLASH OF LIGHT

Lightning. No. Lightning is not red.

Sabretooth looks around, puzzled, then down at Loganís
motionless body. Then to his feet where a hole in the
ice sprouts bubbling water.

The wind blows so violently now that he nearly misses two
figures standing only a few yards away - mere silhouettes
in the icy haze.

A closer look tells us it is a man and a woman, THEY WEAR
STRANGE UNIFORMS of form-fitting material - the man wears
a reflective visor that hides his eyes. The womanís face
is care revealing dark skin, penetrating eyes and unusual
white hair.

ANOTHER FLASH - one that seems to come from the manís
visor itself. An intense beam of red light.

Sabretooth looks down and sees the ice at his feet has
broken away.

He plunges through the ice like a mark in a carnival
dunking tank. His massive weight and hairy coat quickly
suck him down.

The TWO FIGURES - CYCLOPS (Scott Summers) AND STORM
(Ororo Munroe) - obviously two of the children we saw
earlier now grown - move over the hole and calmly watch
Sabretooth gather himself and swim back to the surface.

Storm looks down at the hole, concentrating her intense
gaze. The wind whips further and the water in the hole
begins to freeze over.

UNDER THE ICE

Sabretooth wisely concedes.

With one last look at the two mysterious figures now
nearly obscured by the ice, he turns his body and swims
away with the same agility he had on land.

ABOVE THE ICE

THE SNOW AND WIND ARE NOW VIOLENTLY RAGING

Cyclops and Storm walk over to Logan and look down at him
curiously.

LOGANíS P.O.V.

They look at one another, wondering. Above them, a black
shape looms into frame, bringing with it the whining of
jet engines.

This is the X-JET and it is like no other plane we have
seen before.

Loganís eyes begin to close as they obscure the last of
all perceptible detail.

INT. CAVERNOUS ROOM - NIGHT

CLOSE UP ON:

The Periodic Table of Elements. A chart made up of
blocks depicting the elements and their chemical symbols.

Among the standards like Gold (Au) and Iron (I) and
Oxygen (O2) is a new square on simple red construction
paper tacked to the top.

It contains simply a large letter ìA.î

TRACKING SHOT THROUGH:

We are in a laboratory of sorts, quite different from any
we have ever seen -- and so are its occupants.

MORTIMER TOYNBEE, a dim, loyal thug whose agile leaping
ability and superhuman strength have earned him the name
TOAD.

Across the room, JOHN ALLERDYCE, a wiry redhead whose
ability to control fire with his fingers has earned him
the name PYRO.

In the corner we see BLOB, no explanation needed,
devouring a BUCKET of cereal, preariously balanced on his
huge belly.

They are a bestial and sinister bunch.

Toad and Pyro are working on:

A MACHINE

A fantastic device which occupies a hallowed space in
this lab. It is meticulously designed, and with its
intricate circuitry, wires, and power boards, it
resembles most closely (and only resembles, because truly
itís like nothing weíve ever seen before) a combination
of an upright torpedo and a fantastic light source --
only far more dark and foreboding.

Pyro holds a stick of solder in one hand. He lights a
lighter with the other, then drops it. Strange thing --
the flame remains hovering about his finger. Quickly the
flame intensifies and turns blue, melting the solder over
a small circuit board. Then, the flame is gone.

He sticks out his hand like a surgeon.

PYRO
Hand me the dykes.

Toad, both hands occupied, flicks his long tongue and
grabs a pair of pliers which he rests in Pyroís hand,
leaving them slicked with SLIME. The flame in his finger
goes out. The slimy coat over the pliers quickly
HARDENS, freezing their action.

PYRO (contíd)
I asked you not to do that.

Blob laughs. Toad shrugs.

In the background, almost ignored by them, something is
on the television. The news.

NEWSCASTER (O.S.)
Preparations are nearly completed for
the upcoming anniversary gala
celebrating the formation of the
United Nations. With nearly every
invitation confirmed, the occasion
promises to be the largest single
gathering of world leaders in history.

The image in the screen is a helicopter shot of ELLIS
ISLAND, with Liberty Island and the famous Statue in the
background.

NEWSCASTER (contíd)
Ellis Island, once an arrival point
for thousands of immigrants crossing
the Atlantic with the hopes of a
better life, will open its doors
again. Only this time it will be to
leaders and their families from over
200 nations.

Blob belches his skepticism deafeningly.

TRACK FURTHER THROUGH THE LAIR AND OUT THE DOOR as the
Newscast drones on.

INT. CORRIDOR/OFFICE - NIGHT

WE MOVE through subterranean corridors and past dozens of
projects that share some similarity to the machine we
have seen, including crude designs that have been
rejected or stripped of their good ideas.

FAINTLY we become aware of a clicking sound. Almost like
a stopwatch very far away, always growing louder.

The newscast has faded and another voice is getting
closer from somewhere down the hall.

Sabretooth emerges around a corner heading towards us,
turning just as we get to him. The clicking is loud and
clear now.

Sabretooth enters an office and we follow him. Seated at
a desk in the center of the room is MAX LENSHERR - age -
somewhere after sixty, but strong and vital for his
years. He is more often called MAGNETO.

The clicking is from the sound of an executive pendulum
thingy on his desk. The six steel balls hang onto one
another from string supports in formation depending on
how many are let to fly from either end. One ball
strikes one and one ball swings out from the other. Two
balls and two, and so on.

Slight difference. There are no strings supporting the
balls, thus defying gravity.

A chess set - all of its pieces made of beautifully
crafted iron - sits on the far end of the desk.

He is watching television, or more accurately listening -
his eyes looking off into space, deep in thought.

INTERVIEWER
...and the leading voice in the call
for Mutant registration is Senator
Scott Frank Kelly, of Florida, who
claims to support the constitutional
rights of the genetically enhanced,
but whose crusade to register mutants
is gaining popularity.

Now Kelly is on the screen. Magneto shakes his head.

MAGNETO
Not this one again.

When Sabretooth clears his throat, the clicking balls
instantly freeze and hover there.

The volume on the television drops, though no remote is
in sight.

Magneto notices Sabretoothís apparent exhaustion, his
torn clothing, including the slashes in his side. His
look asks ìwhat happened?î

Sabretooth crosses the room and places the shining dog
tag on the table. The one he ripped from Loganís neck.
He sits at the desk, puzzling over it.

MAGNETO (contíd)
Your expression tells me the news is
not good, brother.

SABRETOOTH
I lost him.

MAGNETO
How?

SABRETOOTH
It was Xavierís people. They knew.

Frustrated. Magneto inspects the dog tag.

MAGNETO
I want him. That is all they know
because that is all you know.

Nothing odd about the tag at a glance, military dog tag,
weathered and beaten, but certainly plain, Canadian
Military, Loganís name, rank, and a faded serial number.

His thumb feels the indention of the word at the bottom
of the tag that does not seem to fit here.

WOLVERINE

We hear the voice of Senator Kelly on the TV. Kelly is
on the screen giving good face.

As he turns up the television, and again, we donít see
how, he places the dog tag on his desk, thinking.

KELLY
I think the Presidentís pre-occupation
with international affairs has drawn
his attention away from this problem.
Americanís deserve the right to decide
whether they want their children to be
in school with mutants. To be taught
by mutants. They also have the right
to know the dangers. Thatís the
purpose of registration. And mark my
words, if the President isnít strong
enough to do what needs to be done...

As the Senator continues we PULL BACK and see Magneto
watching this. He begins speaking over Kellyís diatribe.

MAGNETO
And you may mark my words, Senator
Kelly. All your plotting, all your
hatred. I have plans for you. Iíve
seen you come, and I will see you go.

As Magneto turns Loganís dog tag between his fingers, we
canít help but notice FADED PURPLE SERIAL NUMBERS
TATTOOED IN HIS ARM.
He then drops the dog tag on the desk, Magneto stands and
heads for the door, Sabretooth follows. The television
shuts off and Magneto waves a hand as though beckoning
someone to follow. Or some thing.

He stops and looks back at the dog tag on the desk and
waves again. A paper clip just next to the dog tag skips
off the desk and into Magnetoís hand. He drops it,
annoyed and tries again.

A slight rattle, then nothing more, as though the dog tag
were held down by an unimaginable weight.

He walks over and picks up the dog tag, inspecting it,
then trying to bend it. Nothing.

MAGNETO (contíd)
Can it be..?

He puts it back on the desk. Now Magneto concentrates -
sending a wave of magnetic force that ripples the air
around it.

The tag trembles, but does not budge. He looks at
Sabretooth and smiles.

SABRETOOTH
Is that what youíre looking for?

MAGNETO
A piece. Only a piece.

SABRETOOTH
Is it enough?

MAGNETO
Enough for a test.

And as Magneto looks up at Kelly on the television we:

PAN OVER TO A BULLETIN BOARD on the wall beside him.

To a periodic table, smaller than the first.

But still with that red square and added letter ìAî.

EXT. WHITE HOUSE - PARKING LOT - DAY

Kelly and Guyrich walk out of the White House on their
way to their limousine.

KELLY
I canít believe the President canít
see it. I wouldnít be surprised if he
has a mutant on his staff.

Kelly and Guyrich climb into the limo and slump back in
their seats.

INT. LIMOUSINE - DAY

GUYRICH
Have you thought of a demonstration of
some kind? Maybe use the UN Summit to
our advantage. The whole world will
be watching.

KELLY
Iím not interested in the whole world,
Henry... Iím interested in America.
Let the rest of the world deal with
mutants their own way.

GUYRICH
Where to?

Kelly rubs his eyes.

KELLY
Home.

Guyrich leans to address the driver.

GUYRICH
Dulles Airport.

INT. LABORATORY - DAY

Medical monitors beep, keeping track of the vital signs
of -- Logan, who lies in a bed in the middle of a medical
lab.

In the wall beside Loganís bed is a light board on which
hang Loganís X-rays. Loganís skeleton seems to be more
the creation of a Deco architect than of nature.
Streamlined, refined... almost manufactured.

He is asleep, recovering.

Jean Grey enters the lab. She walks over and examines
the X-rays, fascinated by their unique structure. She
notices what appears to be an unusually complex network
of bones in the forearm. Jean looks down and runs her
fingers over the traces of three incisions on the backs
of Loganís hands. Jeanís eye moves across his body. His
rippling muscles.

Jean uncaps an IV needle and moves to the middle of
Loganís arm. We cannot help but notice a diamond ring on
her left hand.

Jean starts to put an IV in Loganís arm.

Just as she is sticking the needle in his arm HE JOLTS
VIOLENTLY.

SNAP

Loganís hand reaches up quickly, breaking the needle off
in his arm. He grabs a startled Jean by the throat.

He is out of bed. She is unable to speak, choked silent
by his grip.

He places his fist near her face. We see the three faint
scars just above his knuckles.

Hesitation. Logan looks at her for a moment. Taken by
her beauty. Then he is on his feet.

Jean is on the floor, gasping for breath.

Logan realizes something is missing. He reaches to his
chest and feels for the dog tag. Gone. He stifles a
curse.

LOGAN
Where is it?

He looks at Jean who recoils from him in terror. Logan
thinks, then bolts.

INT. HALLWAY - DAY

Logan comes out into an empty hall. Strange. Deathly
quiet. It is very sparse and modern, matching the lab we
have just left. Logan runs and goes through the first
door he comes to, to keep Jean from seeing where he has
gone.

INT. READY ROOM - DAY

He looks around and sees he is in some sort of locker
room. A row of lockers run along one side of the wall.
And hanging from the other side in a row, are UNIFORMS,
much like the ones Cyclops and Storm were wearing in the
snow.

He starts to rummage through the lockers, coming up with
a shirt and pants that almost fit. A pair of sneakers as
well.

He hears the sound of approaching foot-steps coming from
the hallway. He spots another entrance on the far side
of the room and, carrying his clothes, he staggers out,
still in considerable pain.

INT. HANGER - DAY

Logan rushes through the door, looking behind to see if
he has been seen. He closes the door and leans back to
catch his breath... which stops momentarily as he looks
around the massive hanger he has entered.

The X-Jet, the stealth plane we saw in Alaska, now sits
parked and quiet.

Logan walks to the plane and stops -- listening. We hear
a strange THUMPING. He listens for a second. The sound
picks up in speed and we realize that we are listening to
the SOUNDS OF A BASKETBALL GAME coming from above.

As Logan tries to digest this, the door that he had just
come through begins to open, letting in a shaft of light.
Logan looks around wildly for a moment, looking for a
place to hide when -

BING.

An elevator door opens in the wall of the hanger ten feet
from where Logan now stands. He whips around and runs
for it.

There is a button marked ìG.î He presses it.

INT. HALLWAY - DAY

The elevator opens on a hallway that doesnít match the
rooms we have already seen at all. It is plush and
stately, the hallway of a great mansion.

He hears a voice coming from a room.

As he gets closer to it, we can begin to hear:

VOICE
... until the Emperor Constantine
converted to Christianity. With that
one act, history was changed. The
Christians who were once prosecuted
and fed to the lions, became accepted.

Now the voice is clear as a bell, coming from a room with
the door slightly ajar.

INT. CLASSROOM - DAY

Logan peeks in and sees in front of a chalk board, a
massive blue furry creature called BEAST. Besides two
arms and two legs, the only remotely human thing on his
ape-like face is a pair of wire spectacles. He addresses
a class of kids between the ages of 16 and 17.
Besides the occasional physical alterations, there is an
overall oddness to the group, giving way to the fact that
in some way or another these are all mutants.

BEAST
So as their leaders went, so did
follow the hearts and minds of the
people of the Roman empire. Which
made for some very happy Christians.

Now he sees Logan standing in the door, looking back at
him in mute shock.

BEAST (contíd)
Can I help you?

All the students turn to see Logan, standing in a
hospital gown with a mean case of bed head. They start
to giggle.

Logan turns and heads down the hallway to the left.

INT. HALLWAY - DAY

Logan hears footsteps and quickly does a one eighty back
down the hallway. He turns a corner, hugging the wall.
He halts. A large oak door stands down the hall. He
smells something, taking in a deep breath, his head
cocking to the side - listening.

He turns and looks behind him. More foot steps. Someone
is about to enter the hall.

He turns again, ready to run the other way when he sees
the SHADOWS of two more people coming from the other
direction. Logan is trapped. He lunges for the large
oak door and bursts through.

INT. XAVIERíS OFFICE - DAY

Logan shuts the door and leans his head back against it,
exhausted.

VOICE (O.S.)
Good morning, Logan.

Logan, still clutching his stolen clothes, opens his eyes
and sees a man sitting behind a large mahogany desk --
PROFESSOR CHARLES XAVIER, an intense and intelligent man
just to look at him.

XAVIER
Would you like some breakfast?

Logan, who was prepared for anything but this, just
stares.

XAVIER (contíd)
Iím sorry, allow me to formally
introduce myself -- I am Professor
Charles Xavier. This is my school.

LOGAN
How do you know my name?

Xavier taps the side of his head with his finger.

XAVIER
Youíre not the only one with gifts.

When he speaks, his lips do not move. We realize Logan
ìhearsî the voice in his head. In addition, the voice is
accompanied by the FAMILIAR SOUND OF FOOT STEPS
indicating that perhaps Xavier had herded Logan through
the mansion with his mind. He does not like it.

Xavier comes out from behind his desk. We see that he is
in a MOTORED WHEELCHAIR. Realizing that he is safe for
the moment, Logan begins putting on his stolen clothes.

LOGAN
What am I doing here?

XAVIER
I brought you here so that you would
be safe from Magneto.

LOGAN
Who?

XAVIER
A very powerful mutant who for some
reason has taken an interest in you.
Iím not sure why, but until we find
out, I must ask you to stay.

Logan looks Xavier over. He is obviously a kind man who
is offering his help. Logan is silent for a moment.

LOGAN
No thanks.

Logan goes to the door.

Xavier, disappointed, just watches him go.

INT. FRONT HALL - DAY

Logan sees a grand entrance with two huge oak doors and
brightly-polished steel knobs that scream ìexit.î He
starts in that direction when the doors begin to open.

A moment of traffic, laughing, chatter... then they are
all gone.

He gets to the doors and pushes them open. Bright white
sunlight floods in, nearly blinding him.

EXT. MANSION - DAY

The first thing he sees through the haze is wings - GIANT
WHITE, FEATHERY ANGEL WINGS.

A young boy, no more than fourteen, has them sprouting
from his back. He is stretching not only his limbs, but
his unusual appendages in the morning breeze.

Sensing something - the boy turns, and sees this
shambling ruin of a man in the doorway.

Off Loganís expression, we hear the flapping of wings and
see his awestruck face following the boy onto the sky.

This only holds his attention for a moment. Logan looks
across an expanse of grounds that house the Mansion. A
high, wrought-iron gate surrounds the entire property.

He watches as several children play basketball across a
large court.

Logan shakes his head and is out the closing door.

Xavier simply watches from his window.

EXT. MANSION - FRONT GATE - DAY

Logan heads for the gate.

SHOOK -- Logan pops his claws.

Suddenly, the gate slowly opens -- Inviting him to leave.
He pauses, momentarily confused. He takes one long look
back at the mansion. And then leaves.

Stay for a moment. Watch him go. Then pan across a sign
which reads --

PROFESSOR CHARLES XAVIERíS SCHOOL FOR THE GIFTED

Westchester N.Y.

PANNING slowly across the road to the thick woods on the
other side of the street.

SOMETHING MOVES in the trees, catching our eye. Someone
is watching. It is Toad, camouflaged amidst the trees
and branches.

EXT. SKY - DUSK

A helicopter streaks across the sky.

INT. HELICOPTER - DUSK

Kelly sleeps fitfully in the large seat. A bump of
turbulence. He wakes suddenly and looks out the window
seeing the ocean below.

Kelly looks out the window again and sees water. They
are flying low.

He looks at Guyrich, who sleeps as well. He wakes him.

KELLY
Where the hell are we?

Guyrich looks out the window and looks at Kelly, puzzled.
He stands and goes to the door to the cabin of the
helicopter.

GUYRICH
Pilot?

No answer. Guyrich tries to open the door. Itís locked.

GUYRICH (contíd)
Pilot?

Kelly looks out the window now and sees the helicopter is
closing in on an island - where, is anyoneís guess. What
is known is that the place is no pleasure resort.

It is in fact some sort of refurbished island fortress,
complete with turrets, built right into the side of the
cliffs.

EXT. ISLAND HELIPAD - DUSK

A clearing in the middle of a ring of trees at the base
of a rocky rise. The helicopter touches down.

THE PILOT, wrapped from head to toe in a flight suit and
helmet, gets out and opens the side door, exposing Kelly
and Guyrich to the intense wind of the rotors. They
cover their eyes, cowering.

KELLYíS P.O.V.

Two figures come out of a hole in the mountain. One
seems extremely larger than the other.

Guyrich and Kelly step out. As they get closer he can
make out Magneto and Sabretooth.

KELLY
Dear God... Dear... God.

The Pilot removes his helmet to REVEAL:

Pyro, smiling.

KELLY (contíd)
What the hell is this?

Kelly is utterly confused. As Magneto nears, Guyrich
steps forward to greet him, putting arms around Magnetoís
neck and kissing him deeply. Then Magneto looks deep and
lovingly into Guyrichís eyes.

And with that GUY SHAPE SHIFTS into a beautiful woman who
herefore will be known as MYSTIQUE. Her body is covered
in iridescent blue scales, which complement her lovely,
solid yellow eyes.

Kelly, of course, is shocked. Mystique shows a little
hip, raising the scales at her mid-section mockingly, as
the last of what we thought was Guyrich slips underneath.

KELLY
You... wha... Who are you... Where is
Henry?

MAGNETO
Mr. Guyrich has been dead for some
time Senator.

KELLY
You mutant bastards...

Pyro grabs the Senator as he runs back for the helicopter
in vain.

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

MAGNETO
Gosh, I hope so.

As Kelly struggles against all hope.

KELLY
People like you are the reason people
like me exist.

And with that, Mystique walks up.

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

With that, Mystique punches Kelly. Knocking him out
cold.

BLACK

INT. MACHINE ROOM - MAGNETOíS LAIR - NIGHT

Kelly comes to.

Magneto walks past him, holding Loganís dog tag.

His thumb crushes one last time over the curious
ìWolverine.î

PULL OUT TO REVEAL:

Kelly is strapped to a metal chair, bound impossibly
tight. He struggles. Mystique watches from the far side
of the room.

MAGNETO
Are you a ìGod-fearing man,î Senator?

Kellyís reaction tells him he is certainly afraid of
something right now.

MAGNETO (contíd)
That term always confused me. As if
there were something to fear.

Kelly looks around wildly, terrified.

MAGNETO (contíd)
God after all, is often defined as all-
forgiving. A description I rather
like. I think what you really are
afraid of...

Magneto uses his mind to move Kellyís chair a little
closer. Kelly nearly loses it.

MAGNETO (contíd)
...Is me and my kind. The Brotherhood
of Mutants.

He touches Kellyís face and Kelly recoils.

MAGNETO (contíd)
And this law. Your mutant
registration act is only the
beginning.

KELLY
The intention of registration act -

MAGNETO
INTENTION? Intention, Senator? We
are talking about mankind here. His
fear. It is only a matter of time
before mutants will be herded into
camps. Studied for weaknesses. And
eventually wiped off the face of the
Earth.

Kelly shakes his head. There is nothing he can say to
sway this man.

Magneto turns and admires his machine.

MAGNETO (contíd)
Well, weíre much more giving than
that. We simply want to share with
you... To help you understand.

KELLY
What is it you intend to do to me?

MAGNETO
(smiling)
Letís just say, God works too slowly.

Magneto moves to the machine.

MAGNETO (contíd)
Youíre a leader, Senator Kelly -- you
set an example. And if more of you...
were like more of us? Well, youíll
see.

Kelly watches as Magneto takes Loganís dog tag and places
it atop a tube at the bottom of a large spire in the
center of the room some thirty feet high.

He walks toward the opposite side of the room and watches
as the tag is raised to the top of the device, through
the shaft.

MAGNETO (contíd)
Donít fear God, Senator. And
certainly - most certainly... donít
fear me.

A beat.

MAGNETO (contíd)
Not any more.

ANGLE ON:

MAGNETO raises his arms and a series of metal rings up
from the machine platform that holds the dog tag. With a
slight motion of his hand, the rings begin to spin slowly
gaining in speed as Magneto controls it with his power.

The air around it ripples, gaining in intensity.

WAVES OF MAGNETIC ENERGY POURS from Magnetoís hands
toward the machine.

Now, Magneto has the rings spinning around the dog tag at
such speed, the rings themselves are no longer visible -
merely a blur around the stationary tag. Magneto lowers
his hands. The machine is now working on its own.

Kellyís eyes grow wide with fear as the metal dog tag
begins to glow. Dull at first... the brightly... too
brightly.

The deafening whine of the machine builds louder and
louder.

Suddenly -- SILENCE

FIVE SECONDS OF ABSOLUTE SILENCE.

The sphere vanishes, enveloped in a light so white, it
defies description.

But Iíll try:

A light that seems to ooze rather than radiate. A light
that fills the room as it expands outward and engulfs
everything in sight.

It is liquid light. Creeping and unstoppable.

From outside the room, Pyro and Sabretooth watch through
the window. It comes through, first casting its shadows
darkly against the wall, then erasing them as it swallows
them - as though they were never there.

INT. HALLWAY - NIGHT

From under a door, the light leaks in, filling the room.

All through the lair, air vents, keyholes, drainpipes and
the like, the liquid light fills the lair to the gills.

EXT. MAGNETOíS LAIR - NIGHT

THROUGH THE TURRET ATOP THE LAIR, the light beams up into
the night sky, shinning like a beacon for miles.

Then the white light obscures all. Fueled by this tiny
piece of metal, the light extends like an ever growing
bubble, out and up over the ocean.

PULL BACK FROM THE SMALL ISLAND

The bubble of white light is easily five miles across.

INT. MACHINE ROOM - NIGHT

Kelly grits his teeth, barely visible in the whiteness.

Then it is gone. He hangs his head in exhaustion.

Magneto himself is a bit overwhelmed. He looks at his
own skin - no apparent change. He shakes his head,
blinks his eyes.

Sabretooth and Pyro are also a bit struck by the display
and they also seem a bit dazed.

Magneto walks over and reaches into the still steaming
metal device. His hand comes out holding the dog tag -
actually its remains.

A frazzled, blackened wire, warped and spent. Nothing
more. And this turns to dust in his fingers.

Magneto has amazed even himself this time.

The silence is shattered by a phone ringing. Sabretooth
picks it up. He listens, then hands the phone to
Magneto.

SABRETOOTH
Weíve found him.

Magneto puts the phone to his ear. He smiles.

MAGNETO
Where?

ANGLE on Kelly, his skin glistening slightly, almost
luminescent. Pinker (healthier?) then it was when he
came in.

KELLY
Oh... Oh God... what have you done to
me?

Magneto hangs up the phone. He crosses to Kelly, leans
in and whispers in his ear.

MAGNETO
Welcome to the future... brother.

Magneto stands, looks at his machine, then back at Kelly.

MAGNETO (contíd)
Now if youíll excuse me... I have a
train to catch.

EXT. TRAIN - NIGHT

The silver Amtrack moves speedily through the dark
countryside.

INT. TRAIN - NIGHT

A CONDUCTOR makes his way through a half filled car of
commuters taking tickets. He passes a restroom and exits
the car. He takes a seat.

Logan emerges from the restroom, having avoided paying
his fare.

A few seats in front of him, in a grouping of seats that
face one another, sit four large guys, early twenties --
Theyíre the guys from your college named Brad that used
to get drunk and try to drown freshmen in the toilets.
Weíll call them BRADS 1, 2, 3, and 4. They are drinking
from beer cans in paper bags.

Across the aisle from them sits a lone oddly pretty
twenty year old girl. Her name is ROGUE -- a dark-eyed
and somewhat distant creature. From the shawl around her
head to her boots, layers of odd clothing wrap every inch
of her body, except her face and hands. She looks worn,
it is the face of a runaway. Next to her, a dirty duffle
bag.

The Brads are staring at Rogue, making lewd comments
about her. They have obviously been drinking for awhile.

BRAD 1
Hey.

Rogue looks at him, then quickly looks away.

BRAD 1 (contíd)
Hey... Hey Iím talking to you.

The Brads laugh amongst themselves at her reaction.

BRAD 2
(looking at her duffle bag)
Where are you going?

BRAD 1
Awww... look guys sheís shy.

BRAD 3
Maybe thatís why sheís alone. Is that
why youíre alone?

Brad 4, who is closest to Rogue, leans toward her.

BRAD 4
Iíll keep you company.

Rogue is silent and turns her back on him, trying to
ignore him.

BRAD 4 (contíd)
Hey... Iím talking to you.

Rogue continues to ignore him. This gets Brad 4 angry.
The other Brads watch his failure and laugh.

BRAD 4 (contíd)
(louder)
I said Iím talking to you!

ANGLE ON: Logan, his ears picking up everything.

Rogue looks down trying not to look at them.

Brad 4 will not be ignored. He reaches out to the one
place which is not covered by clothing that he can reach -
- Rogueís hand lying at her side.

BRAD 4 (contíd)
(louder still)
I said...!

He grabs her hand.

Suddenly, Brad 4ís eyes open wide as if heís in shock, an
instant later, he COLLAPSES.

Rogue reels back.

Bradís 1, 2, and 3 stand up, they are angry.

BRAD 1
Hey, what did you do?

ROGUE
Donít touch me.

Rogue stands, frightened and confused. Brad blocks her
in.

BRAD 3
Hey Brad, sheís a mutant!

Rogue moves to get away, but Brad 1 shoves Rogue. Rogue
falls to the floor of the train, right next to Loganís
feet. Brad 1 moves toward her.

Suddenly, Logan steps in front of Brad 1.

LOGAN
How about you sit down and leave the
kid alone, alright?

BRAD 1
Sheís a mutant.

LOGAN
Yeah, well, nobodyís perfect.

ANGLE ON: Rogue, she gets up and huddles toward the rear
of the train.

BRAD 1
(who is considerably larger
than Logan)
I think you should take a seat little
fella.

He shoves Logan backward. Logan gathers himself. Brad 4
is very weak but regaining consciousness.

Brads 2 and 3 stand to back their friend against Logan.
Itís now three against one. All the passengers are
watching --

LOGAN
Listen -- I donít want any trouble.

BRAD 1
Well you got trouble.

Brad 1 slams his fist into Loganís stomach. Logan grabs
the manís fist and lifts him up and over, slamming him
into the train floor.

Brad 2 grabs a commuterís briefcase and smashes it on
Loganís head. Bursting open, its contents fly
everywhere.

Logan turns. Brad 2 stares wide-eyed as the gash on
Loganís head starts to heal.

Suddenly, Brad 1 is up. He grabs Logan around the neck
from behind. He holds Logan in his head lock while Brad
2 and 3 start punching him in the stomach and face.
Logan is taking quite a beating and naturally the entire
train of people are doing nothing.

ANGLE ON: Loganís eyes, his pupils are getting smaller.
His brow furrows like a wolf. A low guttural GROWL.

Suddenly rage -- PRIMAL RAGE

Loganís feet kick out, his left foot strikes Brad 1 in
the face knocking him backward, while his right foot
hooks around Brad 2ís head dragging him forward. With
his left hand Logan grabs Brad 2 by the throat, squeezing
the esophagus.

Brad 2 is paralyzed. His eyes roll up as the oxygen is
cut off. Brad 2 collapses.

ANGLE ON: Brad 3 running out of the car with the other
passengers. A TRANSIT COP pushes past the fleeing
passengers, into the car.

Brad 1 still bear hugs Logan from behind. Logan reaches
pushing his knuckles against Brad 1ís leg. Suddenly:

SHOOK -- the sound of metal extending. Brad 1 howls in
pain. SHOOK -- the sound of metal retracting.

Brad 1 releases Logan and stares down at three punctured
holes in his leg. Logan wheels around, kicks him to the
floor, and punches him.

All eyes in the train are on Logan, as he raises his
fist.

SHOOK -- Logan extends his claws.

Logan is at the peak of his rage. The passengers stare
in disbelief. Even Rogue is astonished.

TRANSIT COP
Freeze... transit police. Drop your
weapon.

Logan pauses, only for a second. Brad 1 is wailing for
his life.

But rage has taken over. Logan raises his blades to
finish what he started.

Suddenly, THE TRAIN LURCHES VIOLENTLY. Logan goes flying
backward.

EXT. TRAIN - NIGHT

The train has been brought to a sudden stop -- but the
wheels are still turning. Finally, they are shut down.

INT. TRAIN CAR - NIGHT

The lights are out. Everyone gathers themselves. Then
comes a low grinding creak. The sound of metal bending.
Rivets popping.

EXT. TRAIN - NIGHT

Like the top of a sardine can, the entire side wall of
the train car is peeled off. Revealing the terrified
passengers inside -- and Magneto, Sabretooth, Mystique
Toad and Pyro on the outside. With a final thrust, the
air RIPPLES and Magneto tosses the car wall to the side.

Passengers from the other cars stare wide-eyed out their
windows. The train has stopped at a railroad crossing,
the gates are down.

MAGNETO
You can come out now, Logan. Youíre
among friends.

The transit cop rises to his feet, brandishing his
pistol.

TRANSIT COP
Freeze!

With a turn of his finger, Magneto draws the pistol to
him. The cop holds tight and is yanked off the train,
onto the ground. With another twist of his hand, Magneto
makes the gun leap from the copís grasp and HOVER,
pointing at the copís head.

MAGNETO
You Homo Sapiens and your guns.

The gun cocks.

XAVIER (O.S.)
Thatís enough, Max!

All turn to see Xavier, seated in his wheelchair --
flanked by Cyclops, Jean and Storm. All, save Xavier,
are in uniform.

THUNDER RUMBLES ACROSS THE SKY

ANGLE ON: Storm, a GUST OF WIND.

MAGNETO
Iíll never understand your regard for
them, Charles.

XAVIER
And Iíll never understand terrorists.

MAGNETO
I am trying to save our kind, Charles.
You should do the same.

XAVIER
Not at the cost of lives, Max.

Xavierís metal chair is gripped by magnetic forces. It
shakes and begins to inch towards Magneto.

MAGNETO
Magneto.

The chair is pulled closer to Magneto. Cyclops steps
forward. Xavier need not turn to know help is coming.

Magneto sees and respects Cyclopsís power. The chair
stops moving.

XAVIER
(to Cyclops)
Itís alright... itís alright.

Magneto glances at Storm, then Cyclops.

MAGNETO
The two in Alaska. Just how do you
people manage to be in the right place
at the right time? Still tinkering
with Cerebro?

XAVIER
(referring to Logan)
What do you want with him?

Magneto smiles now, tapping his METAL HELMET.

MAGNETO
Canít read my mind?

Xavierís expression falters. It appears as if the helmet
has been made to block Xavier from doing just that.

MAGNETO (contíd)
Iíll tell you something, Charles, we
are more alike now than we were when
we started.

XAVIER
Is that so?

MAGNETO
Still trying to make the world safe
for our kind. Still trying to find a
way to introduce ourselves --
definitively.

XAVIER
You definition of definitive was
always a bit extreme for me, Max.
What is it like these days?

MAGNETO
Letís just say that I am out to make
some radical changes. Now come on
Charles. For old times sake, for your
sake... Leave him to me.

Logan slowly rises from the huddled passengers.
Sabretooth fighting the urge to move on him. Logan
glares back at Sabretooth.

MAGNETO (contíd)
Ahh... there you are brother. I
believe you possess something I am
very much in need of.

Just then, SABRETOOTH ROARS UNCONTROLLABLY and punches
Toad in the stomach, doubling him over. Oddly - Toad is
laughing. He stands upright.

TOAD
Do it again.

Another roar and another punch. Toad is crying and
laughing at the same time.

TOAD (contíd)
Oh God it hurts. Do it again.

Magneto watches this, momentarily stunned.

Suddenly, Pyro grabs hold of his face.

PYRO
IíM BLIND.

And Mystique MORPHS into a small child and begins tugging
at Magnetoís pant leg.

MYSTIQUE
I have to go to the bathroom.

Magneto looks at the cause of it all: XAVIER, HIS EYES
CONCENTRATING, HAS ALL OF MAGNETOíS MINIONS UNDER HIS
PSYCHIC CONTROL.

Cyclops cannot help laughing. Storm and Jean smile.

Magneto is furious.

MAGNETO
If I could make you understand. If
you could just be made to see it the
way I do. The way itís going to be.

XAVIER
The way what is going to be?

MAGNETO
Iím going to change the world with or
without you as a witness, Charles.
(Points to Logan)
And this one gets a front row seat.

XAVIER
What do you mean to do?

And Magneto steps back a little further. His oddly
behaving consorts follow.

MAGNETO
This checkmate goes to you. I didnít
want to hurt anyone. But you leave me
no choice.

XAVIER
WHAT DO YOU MEAN TO DO?

Sabretooth and Toad walk away, still with the punching
and asking to be punched.

Magneto takes the little girl/Mystique by the hand and
the blind Pyro by the arm and leads them away,
humiliated, to their waiting helicopter.

Xavier turns back to Logan, still standing in the train
car, amidst all the huddled passengers. Suddenly, all
the passengers except Rogue lay on the floor and seats
and go to sleep. A few of them even snore.

XAVIER (contíd)
Now will you come back with us?

A look crosses Loganís face. Uncomfortable.

LOGAN
Look, I appreciate your concern. But,
I do better on my own.

Xavier indicates the wreckage of the train.

XAVIER
You got less than sixty miles today.
Iíll make you a deal. Two days.
If we havenít figured out what Magneto
wants with you by then... Iíll bring
you back myself.

Logan looks up at Xavier suspiciously, hating that he is
making sense. Xavier moves closer.

Logan looks over at Rogue, covered in her layers of
clothes. Storm is helping her off the train, yet taking
care not to touch her skin.

LOGAN
What are you going to do with her?

Xavier looks to Rogue. A warmth comes over his face. An
look of understanding. At a glance he has read her mind.
He knows her pain -- her struggle. Rogue looks to
Xavier. Their eyes meet.

XAVIER
Rogue is a beautiful girl, with an
extraordinary power. One that even
her own family isnít able to accept.
Sheís been on her own for weeks now,
searching for a home. A place to
belong.

Xavier turns to Logan.

XAVIER (contíd)
-- Weíre going to give her that.

Logan looks at rogue, contemplating this. Then to
Xavier.

LOGAN
Forty-eight hours, old man. But if
you cross me, I wonít feel any guilt
about what I do to you.

XAVIER
Deal.

Logan eyes the rest of the gang until he settles his gaze
on Jean. He offers a faint seductive smile. This is not
lost on Cyclops.

INT. MAGNETOíS LAIR - CELL - LATER - NIGHT

A cell with bars, but no visible door.

Kelly is hunched over his toilet, heaving. His suit is
rumpled and dirty, showing signs that time has passed.

There is a television just outside the door:

We see SEVERAL NEWS HELICOPTERS circling a platform built
against the backdrop of the main entrance to Ellis
Island. We see massive security measures, the likes of
which have never been attempted, being prepared.

(Voice plays over the rest of the scene)

NEWSCASTER (V.O.)
Is there such a thing as too much
security? A possible complication
adding to the United Nations
Anniversary is the sheer number of
security personnel for what will be
the largest single summit in the
history of the planet.

He walks towards the cell and tries to look down the
hall, pressing his face to the bars.

NEWSCASTER (V.O. CONTíD)
While the Secret Service has never had
difficulty handling one or even
several world leaders, it has never
had to handle the daunting task of
watching over all of them.

It is only then that he hears a slight crack and his head
squeezes between the bars like a soft-shelled egg. He
gasps in pain, but more from shock. He pulls his head
back with some difficulty and POP, it squeezes right back
through.

KELLY
What have you bastards done to me?

Kelly is horrified. Disgusted. He paces the cell,
unable to comprehend what has happened to himself.

It is only when he hears the sound of a HELICOPTER IN THE
DISTANCE that he reacts. He starts to panic, then
collects himself. Then he goes over to the bars again.
He pauses, afraid... then:

He pops his head through again. He turns his shoulder
toward the bars and begins to push. His feet slip in the
floor and his fingers stretch and crack inside, then his
ribs begin to pop one by one with the brittleness of
undercooked spaghetti. It is agonizing, but Kelly
finally manages to pull his horribly-altered body through
the bars.

INT. HALLWAY - NIGHT

Kellyís whole chest and pelvis are slightly flattened
beneath his clothes, but with a hideous crunching sound,
they seem to inflate again back to normal.

Kelly looks at his body with a mixture of fascination and
disgust.

VOICE
HEY.

Kelly turns and screams. Blob has just walked into the
room and lunges, grabbing him by the arms. Kelly is
enveloped in this fat, hulking mass. He manages to keep
one hand free and all he can do is push it against Blobís
face. It is futile. Until...

Steam begins to come off Blobís face. And Blob SCREAMS
IN PAIN.

EXT. HELIPAD - NIGHT

Senator Kellyís helicopter, which has obviously been
pilfered for Magnetoís use, lands.

Magneto, Sabretooth, Pyro, Mystique (no Toad) all climb
out, having returned from their ill-fated attempt to get
Logan.

INT. HALLWAY - ELSEWHERE - NIGHT

Kelly peers down the hall where we first went on our way
to meet Magneto.

Kelly, with only that way to go, does so, passing once
again the odd assortment of machines, very reminiscent of
the one he was exposed to.

He hears voices coming toward him and he looks around
wildly, wondering what to do. Shadows foretell the
arrival of the brotherhood headed this way.

Kelly turns to run back from where he cam from.

INT. HALLWAY - ELSEWHERE - NIGHT

Magneto and Sabretooth come walking from the other end of
the hall and pass the very spot where we just saw Kelly.
No sign of him.

INT. CELL - NIGHT

From which Kelly has escaped. The bars bend to make room
for Magneto as he walks into the room.

MAGNETO
How are we feeling today, Senator?
Advanced, I hope...

But he freezes when he actually enters the room.

First, he sees that Blob is laying on the floor with a
purple, welt-like hand print across his face. It is
blistered and hideous. Blob is gasping for air.

Magneto looks and sees the cell is empty. He looks at
Sabretooth.

MAGNETO (contíd)
I want him alive.

SABRETOOTH
Iíll find him.

MAGNETO
ALIVE.

And Sabretooth bolts back from where they came.

EXT. MAGNETOíS LAIR - NIGHT

Kelly hits the fresh air, looking around wildly. He runs
for the edge of a cliff high over the ocean.

He raises his hands, we see his palms are covered with
those wicked spines and they are dripping a venomous
fluid not too different in color from the wound on Blobís
face.

But then suddenly, something is wrong. Kelly buckles,
clutching his stomach again. He squelches what would
have been a scream of agony.

He looks at his palms and the spikes are gone.

Kelly hears footsteps. Suddenly out of the darkness
Sabretooth barrels toward him.

Kelly turns and LEAPS. Sabretooth comes to the edge of
the cliff.

When he looks over, Kellyís body has vanished. Swallowed
by the sea.

Only his clothes remain on the rocks below.

INT. LOGANíS ROOM - NIGHT

Jean shows Logan the simple dorm cube with a bed and a
small desk. Jean opens the door for Logan and he
inspects the sparse surroundings grimly. Cyclops stands
just outside the door - eavesdropping.

JEAN
Anything else I can get you?

LOGAN
Some cigars. Case of beer.

JEAN
Thereís no smoking or drinking on the
school grounds.

LOGAN
I wonít light the cigars - how about
that?

JEAN
Iíll see what I can do -- You should
get some sleep. Even with your
healing ability, youíre going to be
hurting for a while.

LOGAN
What if I like the pain?

Jean doesnít know what to make of that. She is about to
leave, then pauses.

JEAN
The Professor said you were a solider.
Actually, I believe he used the word
mercenary.

LOGAN
Yeah? Well I donít like to talk about
my past.

JEAN
Maybe, the Professor could help you
with that.

LOGAN
By reading my thoughts?

JEAN
If necessary.

LOGAN
(smirks)
What if theyíre naughty?

Jean smiles politely at his knowing glance.

JEAN
Get some shut-eye, slick.

She shuts the door.

INT. HALLWAY - NIGHT

Jean hesitates at the door, thinking. Smiling. She
turns and only then does she realize Cyclops is standing
there.

She is startled.

JEAN
Scott.. I -

CYCLOPS
I donít like him being here.

JEAN
What are you talking about?

CYCLOPS
You saw what happened tonight. You
think Magneto wonít come after him
again. You think he wonít come here
if necessary. This is a school, for
Godís sake.

JEAN
If Magneto is planning to use Logan
for some terrible purpose itís our
responsibility to do something.

Cyclops shakes his head.

JEAN (contíd)
Whatís wrong? Thereís something else
bothering you.

Cyclops gets closer to Jean. She puts her hand on his
chest.

CYCLOPS
I have a bad feeling about this.

Jean leans in slowly and kisses Cyclops just beside his
mouth

JEAN
You know I love you, Scott.

Cyclops pulls her close. The hold each other.

INT. LOGANíS ROOM - NIGHT

E.C.U. Loganís ear. His super-sensitive hearing has
picked up the whole conversation.

Logan looks over on the bed and sees a new sketchbook and
several pencils.

A small note is attached.


I hope you donít mind. I understand this
helps you relax.

- X

Logan shakes his head.

INT. XAVIERíS OFFICE - LATER - NIGHT

A white light board. Beastís blue furry hand slides a
long, full-body x-ray in place.

Beast is showing Loganís x-rays to Cyclops, Storm, Jean
and Xavier.

BEAST
Adamantium. Until today I thought it
to be a myth. Impenetrable,
unbendable, resistant to the most
extreme heat, cold, indestructible.

Beast points to the x-ray.

BEAST (CONT'D)
Itís been grafted to his entire
skeleton.

XAVIER
He also has accelerated healing
abilities - uncharted regenerative
capability, making his age impossible
to determine. He could very well be
older than I am.

STORM
Is the Adamantium part of his
mutation?

XAVIER
No. Someone put it there, relying on
his healing abilities to keep him
alive.

CYCLOPS
What do you think Magneto wants with
him?

Xavier wheels himself to the window, starring out, deep
in thought.

XAVIER
Iím not entirely sure itís ìhimî that
Magneto wants.

ANGLE ON: X-ray of Loganís Adamantium skeleton.

INT. MANSION - NIGHT

Rogue. The waifish young thing who hides so well in the
shadows seems more comfortable to be moving through the
mansion at night.

She passes through the halls and rooms not making a sound
in her strangely-swathed body suit.

INT. LOGANíS ROOM - NIGHT

She creaks a door open slowly, letting a shaft of dim
light slice the darkness.

The light shines across a nightstand. Rogue stares down
at the notepad, a sketch it. It is of an animal, small
but fierce - a wolverine.

She walks in to a figure laying in the bed and stands
over him. Over Logan.

He lays under a single sheet, sweating, his eyes moving
quickly this way and that in R.E.M. His hands twitch.

Rogue leans closer.

PUSH IN ON LOGANíS EYES AS THEY MOVE UNDER THE LIDS.

FLASH - DREAM SEQUENCE

INT. MILITARY LAB - THE PAST - NIGHT

Like none we have ever seen thus far. In fact, judging
by most of the instruments here, we are looking at a
laboratory some fifty years old.

Logan looks down and we can see his body, naked, strapped
to a table.

A hand puts a mask over his mouth and -

BLACK

He awakens -

STILL LOGANíS P.O.V.

He struggles weakly with restraints as doctors in lab
coats and thick, red rubber gloves stand over him taking
notes, paying very little attention to him at all.

On the other side of the room is a huge vat filled with
some kind of molten metal.
At the base of the vat is a giant electromagnet
generating a huge gyroscope which created enormous
friction energy - the apparent source of the intense heat
for melting the metal in the vat.

AGAIN THE MASK PUTS HIM UNDER AND:

BLACK

Awake again, but this time sinking into water -
restrained completely now.

Logan looks down and gets only a glance of his body,
seeing that he is a series of incisions from head to toe -
literally split open - the flesh held back with hundreds
of clamps.

HE SINKS INTO THE STRANGE LIQUID - LIKE WATER BUT THICK
AND VISCOUS.

And the sound of a DROWNING SCREAM.

AND THE METAL IS POURED IN AFTER HIM.

THE SOUND OF MOLTEN METAL HITTING LIQUID IS UNNERVING.
Mixed with screams, it is unbearable.

INT. LOGANíS ROOM - NIGHT

SCREAMING

Loganís screaming as he comes to.

Loganís eyes FLASH OPEN. He looks up and sees a figure
looming over him. In a flash he reacts.

THUD. Nothing more. Then silence.

The door bursts open and Cyclops stands in the doorway
shocked. Frozen. Jean is next and finally Storm. They
can only stare.

Logan sits upright in bed, CLAWS EXTENDED, INTO ROGUEíS
CHEST. She is literally frozen at the end of his arm.

Finally, Cyclops breaks the silence and moves to grab
her.

STORM
DONíT TOUCH HER.

Cyclops freezes.

Logan finally pulls his claws free and retracts them.
Rogue staggers, she pitches forward and touches his face
gently with her hands, as though she would like him to be
the last thing she sees on this Earth.

Logan and Rogue, locked in a fatal moment of tenderness
snaring a look of loneliness that only they can
understand.

But suddenly, Logan seems to change.

And before he can say another word, he begins to tremble,
then he starts to howl in pain.

Rogue SNAPS BACK, mouth open in a gaping, silent scream.
What sound comes out does not match the expression at
all. Merely a gasp, like steam escaping. Through the
huge slash in her clothes, we see the wound on her chest
slowly vanish.

Before long, she transforms back into a healthy young
girl with no sign of injury.

Then, her escaping breath begins to accelerate, much in
the way Loganís did - too much like Loganís did. It is
as if she has taken in his trait of berserker rage. Soon
she is smashing things all around her. One hand rakes
the wallpaper like claws.

Finally, she gets a hold of herself, becoming the
introverted Rogue we all know so well.

Then she stands slowly, looks at the others.

And she runs from the room. Storm runs after her.

The rest turn to Logan, who lays on the floor,
convulsing.

Jean goes to help him. She looks back at Cyclops. His
expression makes it clear that his worst fears about
Logan have come to pass.

EXT. PUBLIC BEACH - DAY

A familiar scene of suburban escapism. Crowded enough
that most people can move about unnoticed.

In fact, most people do not notice the very large
jellyfish shooting through the water at remarkable speed.
And only a few notice the COMPLETELY TRANSPARENT MAN
emerging from the water.

It is Senator Kelly, and he resembles in many ways a
jellyfish. His skin and innards are clear and gooey. It
is only when he comes completely and naked out of the
water that he returns to somewhat normal.

He walks up to the beach and people recoil from the very
sight of him. Pointing, whispering. Then just laughing
at the naked man.

Kelly grabs a towel off an empty chair, a Hawaiian shirt
off another.

Suddenly, he buckles, grabbing his stomach and lurching
away in terrible pain.

He barely pauses when he hears a childís voice in semi-
whisper:

CHILDíS VOICE
Mom, is that a mutant?

INT. HALLWAY - DUSK

Storm and Logan walk down the hall. Logan is wearing
sweats. He has obviously just woken up. The sun is low
in the horizon and the hall is suffused with an orange
glow.

Students pass by them. By now, the students have heard
rumors about what happened the night before. They watch
Logan fearfully as they pass by him.

LOGAN
Why is everybody up at sunrise?

STORM
The sun is setting, Logan. Youíve
been asleep for nineteen hours.

LOGAN
What did she do to me?

STORM
She borrowed your power to save her
life. When she touches someone, she
absorbs their strengths -- their
gifts. In your case -- your ability
to heal. Thatís why she keeps her
body covered.

LOGAN
I felt like she almost killed me.

STORM
If she held on any longer she could
have.

LOGAN
And you think it helps calling her
Rogue?

Storm shakes her head, but remains patient.

STORM
Weíve learned to embrace what we are
rather than hide it like an
affliction. For some, it has become
their identity. You mock the names
these people choose but they wear them
as badges of pride.

They arrive at the door to the gym.

LOGAN
Inspiring -- Now what am I doing here?

CYCLOPS (O.S.)
I wanted to talk to you.

Logan turns and sees Cyclops.

CYCLOPS (contíd)
Storm, would you excuse us please?

STORM
Of course.

She exits.

CYCLOPS
Letís take a walk.

Cyclops begins to walk away in the other direction.

Logan just watches him go. After a moment, he decides it
might be more interesting to see where this is going. He
follows. They walk across the hall to:

INT. GYMNASIUM - NIGHT

On first glance, the gym looks really average. A fairly
standard boxing ring in the middle. A fairly standard
weight set nearby.

Then you notice the weights themselves are abnormally
large.

100. 200. 300. 400 pounds. All the way up to 2000.
And that is just one stack.

Cyclops enters first with Logan coming in behind him.

CYCLOPS
How long have you been in Alaska?

LOGAN
I donít remember. Is that what you
wanted to ask me?

Logan is barely through the door when Cyclops whips
around on Logan and thumps his finger into his chest.

CYCLOPS
I just wanted to make you clear on
something. Personally, I donít care
what Magneto wants with you. He can
take those claws of yours and use them
for Barbecue skewers. What I do care
about is the safety of this group.
The Professor is in charge, and after
the Professor, thereís me. So, for
the remainder of your time here,
youíre going to keep that killer
instinct of yours locked down so no
one else gets hurt.

Beat.

LOGAN
(smirks)
Iíve served with men like you before.
Methodical. Systematic -- Naive. You
know what happens to those men in a
real fight?

CYCLOPS
You know, you --

LOGAN
Shut up. I got no interest in you,
Xavier,
(he points mockingly at the
Xís on Cyclopsí uniform)
or your... X-Men.

Logan takes him in for a moment.

LOGAN (contíd)
And I donít think this has anything to
do with my ìkiller instinct.î You
just donít like the way Iím looking at
your girl -- Or maybe you donít like
the way sheís looking back. And maybe
you think youíre man enough to do
something about it.

Cyclops is enraged. A red light begins to glow around
the edge of his visor and the ruby-quartz lens brightens.
We can faintly hear the low hum of immense power that is
now barely contained. Before Cyclops can even react,
Logan puts his fist against Cyclopsí throat. SHOOK!
Logan extends one claw up one side of Cyclopsí neck. He
smiles.

LOGAN (contíd)
Címon sport. You think you can blow
the meat off my bones before I gut
you? Letís find out.

The air is now charged with tension. The two men are
about to attack when-

XAVIER (O.S.)
Cyclops!

Logan whirls and sees Xavier regarding them sternly.
Logan turns his building anger on Xavier.

LOGAN
I have a question for you, Chuck.
Whatís the point?

Xavier sits calmly as Logan, claws still extended,
marches over to him.

XAVIER
The point of what?

LOGAN
This. This whole God damn thing.
(derisively, at Cyclops)
Making yourselves into some sort of
ìteamî of super-powered freaks.
Teaching wayward mutants about
classical literature. For what?

Logan continues to advance on Xavier. Cyclops moves to
stop Logan, but Xavier waves him off.

XAVIER
The point is to step into a more
evolved position of social
responsibility. To recognize that
there is a world out there and that we
mutants are as much a part of it as
normal human beings.

LOGAN
What if it never happens? What if
theyíre so afraid of us that we become
the enemy? -- This place is gonna be
one giant cemetery.

Xavier has heard this argument before.

XAVIER
Now thatís Magneto talking.

LOGAN
No. Thatís me talking. And you know
what? Itís only been thirty-two hours
and you still have no idea what this
guy wants with me.

XAVIER
I believe he wants you for your
Adamantium.

Logan raises his hand to his chest grasping for something
that no longer hangs from his neck.

XAVIER (contíd)
Youíre thinking of your dog tag. It
was made of Adamantium wasnít it?

JEAN (O.S.)
Professor.

Logan turns and sees Jean walking towards them.

XAVIER
What is it?

JEAN
Rogueís missing.

Logan looks at Jean with concern.

INT. CORRIDOR - NIGHT

A long, dark subterranean corridor with gleaming walls
and floor. Well lit and strangely echoless.

Logan follows Xavier, who are in turn followed by Storm,
Cyclops and Jean to a thick steel door at the end of the
hall.

LOGAN
Where are we going?

XAVIER
To find Rogue.

LOGAN
How?

XAVIER
The brainwaves of mutants are quite
different than those of the average
human being.

At Xavierís eye level is a black screen with a chin-rest
like you see at the eye doctor. Xavier rests his head in
it and the screen lights up.

XAVIER (contíd)
Cerebro amplifies my power. It allows
me to browse the worldís consciousness
and find the genetically enhanced.

A vertical beam scans across his eye and a picture of
Xavierís retina appears on the screen next to a
computerized image of the same. The two images overlap
and match perfectly.

XAVIER (contíd)
This is how I found you.

A small beep and a loud KNOCK of tumblers rolling and the
vault door opens.

They walk inside.

INT. CEREBRO - CONTINUOUS - NIGHT

They come into a room with a high sphered ceiling -
entirely black.

In the center of the room is a huge - for lack of a
better term - device. Part computer, part super-
structure, it is the sort of precision tangle of metal
and wire that would make Da Vinci weep. It has a space
in the bottom that seems to fit Xavier and his chair
perfectly. Suspended above its center -- a web of wires,
tubes, and cables all connecting to the heart of the
device -- a CHROME SKULLCAP.

Logan slowly circles the device.

Logan looks at Xavier, perhaps even a little impressed.

LOGAN
You designed this yourself?

XAVIER
Actually, Magneto helped me put it
together.

LOGAN
He helped you?

XAVIER
We were friends once... But that was
a long time ago.

Jean, Logan, Cyclops and Storm watch as Xavier fits his
wheelchair into the huge machine, and the chrome skull
cap lowers onto the Professorís head, fitting like a
second skin. It comes to life. What was dark and
menacing is now a brilliant explosion of colored lights.

CLOSE UP ON:

XAVIER - into and through his eyes and:

EXT. SPACE - NIGHT

Closing in rapidly on the planet Earth.

Passing into its atmosphere, making a few orbits, all the
while hearing the deafening voices of billions.

Every country, every city, every town, berg, hamlet and
village.

Every language.

Every thought.

The voices descend to a sizeable crowd of millions, then
thousands, gradually working their way to one.

EXT. SKY - OVER WESTCHESTER - NIGHT

Down a tree-lined road and around a corner into a parking
lot.

Single out a figure that - by the clothes - can only be
Rogue. Close in faster and faster, lower and lower until
we go right through the back of her head to:

BLACK

SILENCE

ROGUE (O.S.)
I donít belong... I donít belong...
Iím sorry... so sorry... thereís
nowhere...

INT. CEREBRO - NIGHT

Xavierís eyes open.

XAVIER
Iíve found her, Westchester Mall.

LOGAN
Iíll go.

CYCLOPS
No... Iíll go.

Logan looks over to Jean.

LOGAN
O.K. sport... you go.

INT. WESTCHESTER MALL - NIGHT

A mother and child wander in a typical shopping daze.

PULL OUT TO REVEAL

Crowds of shoppers mill about, a typical crowded evening
at the mall. Rogue comes up the escalator, wandering
through them all.

She walks under a high-sphered glass ceiling, revealing
the night sky outside.

She walks over to a Victoriaís Secret store and looks up
at the mannequins in the windows who wear almost nothing
at all. Quite a contrast from her own, stifling garb.
She touches the glass as though trying to reach them,
then she moves on.

ROGUEíS P.O.V.

She looks all around the mall at the many oblivious
people here. Children playing tag on one side. A young
couple holding hands.

Human contact all around.

She walks past a small child, her hand nearly brushing
the girlís hair.

Rogue takes a seat on a bench, alone.

A figure comes into frame.

STORM
Rogue.

Rogue looks up and sees Storm standing right in front of
her. Her eyes dart around, looking for a way out.

STORM (contíd)
You donít have to run.

Finally, Rogue surrenders.

ROGUE
Iím sorry. Iím not like the rest of
you -- Iím tired of hurting people.

She starts to cry now.

STORM
Itís okay.

ROGUE
Why did I have to be like this? What
purpose does it serve?

And when Rogue looks up, she sees another figure - this
one filling the frame behind Storm.

A huge clawed hand grabs Storm around the throat and
lifts her up as she struggles in vain.

INT. MALL - LOWER LEVEL - NIGHT

Cyclops looks up and sees Storm is being CHOKED BY
SABRETOOTH, her feet not touching the ground.

Rogue is frozen with fear.

He tries to get a shot with his visor, but too many
people are in the way.

INT. MALL - UPPER LEVEL - NIGHT

Sabretooth smiles as Storm struggles to turn. He
whispers in her ear.

SABRETOOTH
Scream for me.

CLOSE UP ON:

STORMíS EYES as the life is being squeezed out of her.

INT. XAVIERíS OFFICE - NIGHT

MIRROR SHOT OF XAVIERíS EYES

Suddenly, Xavier touches his throat, then raises a
shaking hand to his head.

XAVIER
Dear God.

Xavier wheels himself from the room.

INT. MALL - LOWER LEVEL - NIGHT

Cyclops has a clear shot now. His eyes start to glow
brightly.

Suddenly, a familiar movement on the pedestal behind him.
Toad has been camouflaged the entire time. He comes down
and FLICKS HIS LIZARD-LIKE TONGUE, snatching the visor
from Cyclopsí face.

Deep red light far greater than anything we have ever
seen before comes blasting out of cyclopsí eyes without
any sort of control, as if a fire hydrant had been ripped
from the ground.

His head comes back and the light blows the whole of the
glass ceiling to smithereens, bringing it down on
panicking shoppers who scatter.

Toad leaps to the second level and then again out of
sight.

INT. MALL - UPPER LEVEL - NIGHT

Sabretooth reacts, surprised by the sudden shift. This
gives Storm one last chance to breath.

We notice now that something is happening to her body.

INT. MALL - LOWER LEVEL - NIGHT

Cyclops stumbles helpless, his eyes are shut to prevent
further destruction.

CYCLOPS
GET OUT OF THE WAY. GET OUT OF THE
WAY.

INT. MALL - UPPER LEVEL - NIGHT

Storm, nearly lifeless now, struggles with what little
strength she has to get free of Sabretooth. He relishes
the slow kill.

But suddenly ALL THE HAIR ON HIS BODY STANDS ON END.
Sabretooth is momentarily confused.

Stormís eyes open wide as her body convulses.

BOOM

A huge bolt of lightning shoot from her body into
Sabretoothís chest, knocking him back in shock. Storm
falls to the ground, not breathing.

Sabretooth, stunned and scorched, gets to his feet and
smiles at his handiwork. He is about to move in and
finish them both when the rumble of a helicopter can be
heard above.

He looks up and sees SENATOR KELLYíS HELICOPTER passing
over the hold in the roof. Sabretooth leaps up and pulls
himself out of the opening.

Toad is a leap behind.

Rogue rushes to Storm, struggling with how to give her
mouth to mouth, CPR, anything to resuscitate her without
touching. She is starting to panic now. She looks
around, but anyone still left in the mall is running for
the doors.

ROGUE
SOMEONE HELP ME. SHEíS NOT BREATHING.

INT. MALL - LOWER LEVEL - NIGHT

Cyclops stumbles blind and helpless, covering his eyes.
He hears Rogue screaming.

CYCLOPS
ROGUE?

ROGUE (O.S.)
HELP ME. STORM ISNíT BREATHING.

Cyclops tries to find a way up, but he trips over all the
debris, helpless.

CYCLOPS
YOU HAVE TO COME AND GET ME. I CANíT
SEE.

EXT. STREETS - NIGHT

Xavier is in a specially designed car that enables him to
drive solely with his hands. He races towards the mall.

INT. MALL - UPPER LEVEL - NIGHT

Rogue is talking, walking backwards towards Storm, trying
her best not to lay a hand on Cyclops.

ROGUE
Here, here, here... a little left.
Careful.

ANGLE ON:

Cyclops drops to his knees, the sprinklers still gushing.
His eyes are tightly shut.

He feels for Stormís face and touches her lips.

CYCLOPS
Oh God.

He immediately begins mouth to mouth, though it may have
been too long.

EXT. MALL - NIGHT

Xavier fights the rush of traffic - people fleeing madly
from the mall.

As he pulls up to the front doors, he sees Cyclops
emerging, carrying Storm. She is conscious, but her
breathing is shallow. His eyes are shut tightly and he
must follow Rogueís direction.

Sirens wail in the distance.

Xavier looks at the lot of them: waifish Rogue, blind
Cyclops, unconscious Storm and his wheelchair-bound self
as their guardian.

XAVIER
But why would they do this?

Then a look of realization...

EXT. MANSION - MEANWHILE - NIGHT

Rogue hurries past several students.

She runs up to the large front doors of the school, but
they are locked. She looks around and then runs toward
the side of the building.

INT. LABORATORY - NIGHT

Beast, continuing his research into Magnetoís plan, is
analyzing the x-rays of Loganís skeleton. Several books
about metallurgy are scattered across the table.

INT. LOGANíS ROOM - NIGHT

Logan is sketching quietly. He chews a cigar, keeping it
politely unlit.

He hears something. He stands, goes to the door and
opens it. He cocks his head... listening... smiling...

We hear it too, sharing his ears.

It is a woman breathing, groaning. He smiles and follows
the noise.

EXT. MANSION - NIGHT

Rogue climbs through a studentís open window.

INT. MANSION - NIGHT

She darts down a hallway and around a corner, looking
around, staying low.

INT. GYMNASIUM - NIGHT

Jean is working out on an average-sized set of free-
weights, sweating, pushing hard. Obviously the sound
Logan heard. She is on her back doing presses.

Suddenly, she looks up and sees Logan standing over. She
is startled and starts to drop the bar. He catches it.

LOGAN
You should always work with a spotter.

JEAN
Heís busy right now.

Logan cannot help but glance at her left hand, still
clinging to the bar. The shimmering diamond on the third
finger.

LOGAN
I was thinking maybe you and me could
go into town.

JEAN
Were you now?

LOGAN
What do you say?

JEAN
Not interested.

Logan shrugs, starts to take his hands away. Jean is not
ready to take the weight of the bar. It almost comes
down on her when he catches it again.

JEAN
Let go.

LOGAN
Suit yourself.

And he does. And so does Jean at the same time. She
gets up and faces Logan - the bar simply hovers in mid-
air.

Logan smiles.

INT. LABORATORY - NIGHT

Beast looks at his watch. Itís stopped. He puts it to
his ear -- shakes it. Then his ears perk up. He hears
something. He glances at the wall. All things METAL --
picture frames, chairs, objects on tables, etc. start to
move one after the other.
It is as if some magnetic force is moving past the wall,
just outside the lab, heading for the open door.

Beast, sensing the danger, makes a run for the metal
door. Just as he reaches it, it SLAMS closed -- knocking
him back across the room.

Beast CRASHES into the wall on the opposite side of the
lab. His leg badly hurt, Beast tries to crawl toward the
door.

But as he does this, METAL OBJECTS from around the lab
fly in front of it sealing him in.

INT. CORRIDOR - NIGHT

Rogue moves quietly down the corridor that leads to
Cerebro.

She comes to the retinal scanner - she brings her eye to
the screen.

It lights up and scans her eye. A PICTURE OF XAVIERíS
RETINA appears on the screen.

A SINGLE WORD APPEARS ON THE SCREEN beneath it:

ACCESS DENIED

The scanner scans again.

E.C.U. ON ROGUEíS EYE

Something is wrong. The eye not being scanned is a
familiar yellow. It is Mystique.

Her other eye changes in the light of the scanner. The
retina reshaping itself in minute ways.

ANGLE ON: The screen -- ACCESS GRANTED -- CHARLES XAVIER

The door to Cerebro opens.

Rogue or rather Mystique, rushes in. She goes to a small
panel on the side of Cerebro.

She opens it. She reaches in. SHE REMOVES A COMPUTER
CHIP -- No more than three inches wide.

INT. HALLWAY - NIGHT

ANGLE ON: The black boots of a man, walk down a hallway,
as students peer from their sleeping quarters, terrified.

INT. GYMNASIUM - NIGHT

Jean is casually wiping sweat from her brow. Loganís
eyes possess a certain focus intent.

LOGAN
Heís uptight.

JEAN
He takes his work seriously.

LOGAN
He takes himself seriously.

JEAN
What is it youíre failing to get at?
Are you interested in me?

JEAN
Iím just interested.

Holding out her left hand.

JEAN
Logan, do you see this ring?

LOGAN
Iíve seen a lot of rings.

JEAN
Yeah, Iíll bet you have.

Before he can reply, Rogue is standing in the doorway
looking at them.

JEAN
Rogue, where have you been?

ROGUE
Logan. The Professor wants you to
come with me right away.

E.C.U. on Loganís nose. His nostrils flare... sensing...

Logan squints the tiniest bit. We know he knows
something is wrong, but he is hiding it.

LOGAN
(to Rogue)
Hey Rogue, tell Jean what you were
telling me last night.

Rogue pauses. Confused.

ROGUE
The Professor--

Logan walks towards her.

LOGAN
You remember. About women.

He moves closer.

ROGUE
Logan--

LOGAN
Whatever you say about them being the
same...

SHOOK. The claws are out. HE LUNGES.

LOGAN (contíd)
No two women smell alike.

He grabs Rogue by the throat.

JEAN
Logan, what are you doing?

Jean, seeing Logan threaten Rogue with his claws for the
second time, RAISES A VAULTING HORSE INTO THE AIR.

LOGAN
This ainít Rogue!

He keeps his claws pointed at her face.

ANGLE TIGHT: Loganís left hand is wrapped around Rogueís
throat but part of it is TOUCHING THE EXPOSED SKIN OF HER
FACE WITH NO ILL EFFECTS.

Jean realizes that Logan is right. ROGUE MORPHS INTO
MYSTIQUE.

MAGNETO (O.S.)
Telekinesis.

Jean spins around and sees MAGNETO. Without hesitation,
the vaulting horse FLIES AT MAGNETO.

Simultaneously, one of the thousand-pound weights flies
from the weight set and smashes the vaulting horse aside.

MAGNETO (contíd)
Fascinating. What I wouldnít give for
that. Alas, metal is all Iím good
for. But it seems to serve me well
enough.

Jean is completely unaware of the huge set of lockers
rising behind her.

LOGAN
Jean!

WHAM.

The lockers hit her in the back, sending her flying.

Jean lies motionless on the floor, unconscious. The
heavy lockers are floating above her, wavering between a
few feet and a few inches.

MAGNETO
I do love a good check mate.

LOGAN
What do you want?

MAGNETO
Come with me and Iíll let her live.

LOGAN
You think I care about her? Iím the
only one whoís sure to walk out of
here.

Pause.

MAGNETO
Then why donít you kill her.

This catches Logan a little off guard.

MAGNETO (contíd)
Go on. Kill her. You can do it
quicker than I will. Maybe Iíll just
cripple her.

The lockers now stand upright, hovering over Jeanís
knees.

MAGNETO (contíd)
So do her the favor. Show her mercy.

Logan thinks for a moment -- looks at Jean still
unconscious on the floor. Then:

Logan retracts his claws.

Mystique has morphed back into her natural state with the
exception of ONE OF ROGUEíS POCKETS, which still clings
to her hip. Mystique produces a large syringe from the
pocket and sticks it in Loganís neck. Loganís legs
weaken instantly.

MAGNETO (contíd)
(to Mystique)
Call the others and tell them we have
what we came for.

EXT. MANSION - LATER - NIGHT

The fence that surrounds the property has been bent and
buckled violently.

INT. MANSION HALLWAY - NIGHT

Xavier wheels down the hallway, pajama clad students are
milling about the halls. Their faces showing that they
are afraid to go back to their rooms. One GIRL, younger
and smaller than the others, seems particularly upset.

Xavier wheels over to her and gently touches the side of
her face.

XAVIER
Itís going to be alright.

She manages a faint smile. Then Xavier looks to the
other students -- their frightened faces.

INT. LABORATORY - LATER - NIGHT

Beast reclines in his lab chair, a splint on his leg.

Jean stands with Cyclops who watches through a new visor.

Rogue sits off to the side, bearing the guilt. While
Storm, her neck badly bruised, stands near her.

For the first time we have seen -- Charles Xavier is
angry.

STORM
When Rogue left the mansion, they must
have followed her.

Xavier shuts his eyes furious.

XAVIER
Yes... they wanted me out of the way.
If I had been here... I...

Xavier opens his eyes and sees Rogue sitting on a chair
in the corner. She is visibly upset. Xavier wheels over
to Rogue. Xavier reaches out and softly touches her
clothing covered shoulder.

XAVIER (contíd)
This was not your fault. I knew there
was a danger, I should have never left
the school.

And with that he turns his wheelchair to the door.

XAVIER (contíd)
I am going to find Logan.

Xavier leaves.

INT. CEREBRO - NIGHT

Xavier enters and wheels himself into the giant machine.
It immediately comes to life - lighting the room. The
chrome skull cap descends onto Xavierís head.

Xavier closes his eyes as the machine powers up.

E.C.U. ON XAVIERíS EYES

They fly open. And then a terrible noise. The sound of
a well tuned machine suddenly going horribly wrong.
Xavier is in terrible pain.

His back arches and he falls from his chair onto the
floor. He struggles to reach for a fire alarm on the
wall. His fingers stretch until finally -- he pulls it.

Warning bells wail. Xavier falls unconscious,
convulsing.

ANGLE ON: Cyclops and Jean as they burst 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.

IN