X-Men

       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.