X-Men

       Logan struggles to his feet -- dazed.  Suddenly,

       Sabretooth, running at full steam, tackles him.  Slamming

       Logan into the railing.

       The metal railing bends.

       Sabretooth holds Logan by his wrists, trying to push him

       over the edge.  It is several hundred feet to the ground

       below.

       Logan is weakening.  Sabretooth is in complete control,

       he leans down near Loganís ear.

                           SABRETOOTH

                     (whispering)

                 Your girlfriend is next.

       With all his might, Logan pushes his clenched fists as

       close to Sabretoothís face as he can.  SHOOK!  The claws

       pop.  Sabretooth springs back to protect his face.

       LOGAN KICKS WITH ALL HIS MIGHT AND SABRETOOTH flies back

       to the other side of the torch.

       LOGAN leaps up and running at full speed, tackles

       Sabretooth -- like a train plowing into a stalled car.

       The metal railing snaps and they both go flying through

       the air.

       EXT. STATUE - HEAD - NIGHT

       CRACK.

       Sabretooth and Logan slam onto the top of the Statueís

       head.

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

       Sabretooth stands and looks over the edge - nothing.  All

       he can see is the Statueís body curving away towards the

       ground.  He smiles, and turns back to the hole.

       EXT. STATUE - HEAD - NIGHT

       ANGLE ON: LOGAN - Hanging from the ear of the Statue, the

       claws of his right hand embedded in the lobe at the end

       of three sets of long claw-marks.

       He looks up.  A look of brutal determination crosses his

       face.  Straining, he pulls himself up by his right arm.

       The cords stand out on his neck as he tries to get to

       shoulder level.  He aims his left claw a little further

       up on the ear and --

       THUNK.

       He drives it in.

       INT. STATUE - HEAD - NIGHT

       WHAM -- E.C.U. Sabretoothís feet as he lands on the metal

       floor.  He quickly takes in the situation, Magneto and

       Rogue are still unconscious.  He walks towards Storm.

       The air in the room starts to CRACKLE and Sabretoothís

       hair begins to stand on end as it did when these two last

       confronted each other.

                           SABRETOOTH

                 I donít think so.

       Sabretooth backhands Storm across the jaw, knocking her

       out.  As her head drops, he draws his claws and slashes

       it down.  It STOPS, just before tearing open Stormís

       throat, HELD BY AN UNSEEN FORCE.  He turns and sees that

       Jean has focused her power in his arm.  He smiles.

       He walks to Jean and tears off her bonds.  He reaches out

       to grab her neck but his claw is stopped again in mid-

       air.  Sabretooth just smiles wider and forces his hand

       forward.  The outcome never really in doubt, the claw

       wraps around Jeanís neck.  She begins to choke.

                           CYCLOPS

                 Jean!

       Sabretooth lifts Jean by the neck and walks away from

       Cyclops as he chokes her.

                           SABRETOOTH

                 Sorry about this sweetheart, but I

                 made Logan a promise.

       Jean struggles desperately against Sabretoothís

       unbreakable grip, the life draining from her.  Then --

                           LOGAN (O.S.)

                 Hey, ya big pussy.

       Sabretooth whips around, still clutching Jean to see -

       LOGAN -

       Bleeding, beaten and panting, and yet still standing

       defiantly over Magnetoís unconscious body.

                           LOGAN (contíd)

                 I ainít finished with you yet.

       Sabretooth looks at him, disbelieving that this man can

       still be standing, let alone challenging him... and he

       starts to laugh.

                           SABRETOOTH

                 You?

       Logan grins.

                           LOGAN

                 Not just me.

       And with that: he extends ONE CLAW from his right hand,

       squats down, and cuts the piece of metal holding Cyclopsí

       visor to Magnetoís belt.  He lifts it up and it slides

       down his claw to his hand.  He casually throws it in the

       air.

                           LOGAN (contíd)

                 Jean?

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

       It flies across the room, right past Sabretoothís head.

       He lunges at it with his free claw but just misses it.

       The visor lands square on Cyclopsí eyes, and attaches

       itself to Cyclopsí face.

       He turns.

       BOOM!

       A focused OPTIC BLAST hits Sabretooth like a FREIGHT

       TRAIN.  He drops Jean and SLAMS THROUGH THE WALL.

       EXT. STATUE - NIGHT

       We see the side of the Statueís head.  Suddenly,

       Sabretooth BLASTS THROUGH THE EYE.

       For a moment Cyclopsí beam continues to fire through the

       eye as if the Statue itself is imitating Cyclopsí power.

       EXT. SEAWALL - NIGHT

       Magnetoís boat still sits quietly next to the seawall.

       CRASH.

       Sabretoothís body SMASHES THROUGH THE ROOF of the boat.

       The tarp flies up and drifts back down to rest over

       Sabretoothís body.

       INT. STATUE - HEAD - NIGHT

       Loganís breathing is strained, a blood stain in the

       middle of his shirt, but he is in control.  Logan looks

       up, his eyes met by Jeanís.

       He walks over to Storm and Cyclops and SHOOK! cuts them

       loose.  Jean and Cyclops catch Storm, who begins to come

       around.

       Cyclops smiles.  Logan kneels down beside Rogue.  He

       wants to comfort her but cannot touch her.  She opens her

       eyes and sees Logan.

                           ROGUE

                 Hey...  There you are.

                     (sudden apprehension)

                 Is it really you?

                           LOGAN

                     (not quite sure what sheís

                      talking about)

                 Yeah, itís really me.

                           CYCLOPS

                 Come on, letís get out of here.

       Logan stands.  He takes a couple of steps before

       collapsing in Cyclopsí arms.

                           LOGAN

                     (sliding to the ground)

                 Iím o.k.  Iím o.k.

                           CYCLOPS

                 Sure you are, sport.

       EXT. LIBERTY ISLAND - DOCK - NIGHT

       Several Coast Guard cutters and police boats reach the

       island.  Men run across the dock as we pull up --

       EXT. LIBERTY ISLAND - NIGHT

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

       island.

       INT. OLD TORCH ROOM - NIGHT

       Security enters the smoldering remains of the old torch

       room.  The walls blackened by a past inferno.  At the

       center, Pyro lies motionless in a sea of foam.

       INT. MUSEUM - NIGHT

       Push in on MYSTIQUE who is tied up.  Across her feet a

       crack of light as the door begins to open.  Swish pan

       over to the NYPD entering the room.  Swish pan back.

       Mystique has taken the form of a Secret Service agent.

                           AGENT/MYSTIQUE

                 Hey, could somebody untie me!

       EXT. SEAWALL - NIGHT

       A Secret Service spots the wreckage of Magnetoís boat and

       the large tarp which covers it.  He pulls his gun.

                           SECRET SERVICE MAN #3

                     (to other agents)

                 Hey!  Over here.

       Three other agents pull their guns and aim at the tarp.

       The first agent pulls it back to reveal... nothing.

       Sabretooth is gone.

       INT. STATUE - HEAD - NIGHT

       NYPD and Secret Service rush up the stairs and into the

       head.  Magneto lies unconscious on the floor.

       The lead guy, an NYPD OFFICER in a flak jacket, holding a

       shotgun, stares up at the ceiling.  He peers out through

       the gaping hole.  Beyond the damaged torch the star

       filled sky is momentarily eclipsed by a aircraft -- the X-

       Jet.

       The officer turns to say something, but stops --

       wondering if his eyes were merely playing tricks on him.

       INT. MANSION - DAY

       Cyclops, Jean, Storm, Rogue and about two dozen students

       all sit in front of a wide screen TV watching the Special

       Report on the Mutant Registration Act vote.

       As the Anchorman speaks we move over the concerned looks

       on all of their faces.

                           ANCHORMAN (O.S.)

                 Even after last weeks terrorist

                 vandalization of the Statue of Liberty

                 by an unidentified mutant

                 organization, the outcome of the vote

                 was 51 to 49 in opposition to the

                 Mutant Registration Act.

       A LOUD CHEER as the room erupts into celebration.

                           CYCLOPS

                 Quiet.  Quiet everybody.

                           ANCHORMAN

                 This narrow defeat was probably due in

                 large part to the surprising last-

                 minute reversal by Senator Scott

                 ìFrankî Kelly, who until today

                 provided the loudest voice in the cry

                 for Mutant Registration.  Earlier

                 today, Kelly had this to say:

       The TV cuts to a shot of Kelly being grilled by reporters

       as he walks down the Capitol steps.

                           KELLY

                     (struggling to get through)

                 If we can not go into the future

                 together, the divisions of fear and

                 prejudice will tear this country

                 apart.

       As he is speaking, we cut to:

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

       Kelly pushing past reporters.

                           KELLY

                 No more questions.  Please, no more

                 questions.

       E.C.U. The back of Kellyís neck as he passes.  A BLUE

       SCALE is visible above his collar.

       INT. LOGANíS ROOM - DAY

       The FAINT CHEERS are heard through the walls.

       HAZY THEN FOCUS INTO -- light pushes through blinds.  A

       gentle breeze moves them slightly.