X-Men

       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.