X-Men

       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.