X-Men

       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.