X-Men

                           LOGAN

                     (smirks)

                 What if theyíre naughty?

       Jean smiles politely at his knowing glance.

                           JEAN

                 Get some shut-eye, slick.

       She shuts the door.

       INT. HALLWAY - NIGHT

       Jean hesitates at the door, thinking.  Smiling.  She

       turns and only then does she realize Cyclops is standing

       there.

       She is startled.

                           JEAN

                 Scott.. I -

                           CYCLOPS

                 I donít like him being here.

                           JEAN

                 What are you talking about?

                           CYCLOPS

                 You saw what happened tonight.  You

                 think Magneto wonít come after him

                 again.  You think he wonít come here

                 if necessary.  This is a school, for

                 Godís sake.

                           JEAN

                 If Magneto is planning to use Logan

                 for some terrible purpose itís our

                 responsibility to do something.

       Cyclops shakes his head.

                           JEAN (contíd)

                 Whatís wrong?  Thereís something else

                 bothering you.

       Cyclops gets closer to Jean.  She puts her hand on his

       chest.

                           CYCLOPS

                 I have a bad feeling about this.

       Jean leans in slowly and kisses Cyclops just beside his

       mouth

                           JEAN

                 You know I love you, Scott.

       Cyclops pulls her close.  The hold each other.

       INT.  LOGANíS ROOM - NIGHT

       E.C.U. Loganís ear.  His super-sensitive hearing has

       picked up the whole conversation.

       Logan looks over on the bed and sees a new sketchbook and

       several pencils.

       A small note is attached.

            I hope you donít mind.  I understand this

            helps you relax.

                                       - X

       Logan shakes his head.

       INT.  XAVIERíS OFFICE - LATER - NIGHT

       A white light board.  Beastís blue furry hand slides a

       long, full-body x-ray in place.

       Beast is showing Loganís x-rays to Cyclops, Storm, Jean

       and Xavier.

                           BEAST

                 Adamantium.  Until today I thought it

                 to be a myth.  Impenetrable,

                 unbendable, resistant to the most

                 extreme heat, cold, indestructible.

       Beast points to the x-ray.

                           BEAST (CONT'D)

                 Itís been grafted to his entire

                 skeleton.

                           XAVIER

                 He also has accelerated healing

                 abilities - uncharted regenerative

                 capability, making his age impossible

                 to determine.  He could very well be

                 older than I am.

                           STORM

                 Is the Adamantium part of his

                 mutation?

                           XAVIER

                 No.  Someone put it there, relying on

                 his healing abilities to keep him

                 alive.

                           CYCLOPS

                 What do you think Magneto wants with

                 him?

       Xavier wheels himself to the window, starring out, deep

       in thought.

                           XAVIER

                 Iím not entirely sure itís ìhimî that

                 Magneto wants.

       ANGLE ON: X-ray of Loganís Adamantium skeleton.

       INT. MANSION - NIGHT

       Rogue.  The waifish young thing who hides so well in the

       shadows seems more comfortable to be moving through the

       mansion at night.

       She passes through the halls and rooms not making a sound

       in her strangely-swathed body suit.

       INT. LOGANíS ROOM - NIGHT

       She creaks a door open slowly, letting a shaft of dim

       light slice the darkness.

       The light shines across a nightstand.  Rogue stares down

       at the notepad, a sketch it.  It is of an animal, small

       but fierce - a wolverine.

       She walks in to a figure laying in the bed and stands

       over him.  Over Logan.

       He lays under a single sheet, sweating, his eyes moving

       quickly this way and that in R.E.M.  His hands twitch.

       Rogue leans closer.

       PUSH IN ON LOGANíS EYES AS THEY MOVE UNDER THE LIDS.

       FLASH - DREAM SEQUENCE

       INT. MILITARY LAB - THE PAST - NIGHT

       Like none we have ever seen thus far.  In fact, judging

       by most of the instruments here, we are looking at a

       laboratory some fifty years old.

       Logan looks down and we can see his body, naked, strapped

       to a table.

       A hand puts a mask over his mouth and -

       BLACK

       He awakens -

       STILL LOGANíS P.O.V.

       He struggles weakly with restraints as doctors in lab

       coats and thick, red rubber gloves stand over him taking

       notes, paying very little attention to him at all.

       On the other side of the room is a huge vat filled with

       some kind of molten metal.

       At the base of the vat is a giant electromagnet

       generating a huge gyroscope which created enormous

       friction energy - the apparent source of the intense heat

       for melting the metal in the vat.

       AGAIN THE MASK PUTS HIM UNDER AND:

       BLACK

       Awake again, but this time sinking into water -

       restrained completely now.

       Logan looks down and gets only a glance of his body,

       seeing that he is a series of incisions from head to toe -

       literally split open - the flesh held back with hundreds

       of clamps.

       HE SINKS INTO THE STRANGE LIQUID - LIKE WATER BUT THICK

       AND VISCOUS.

       And the sound of a DROWNING SCREAM.

       AND THE METAL IS POURED IN AFTER HIM.

       THE SOUND OF MOLTEN METAL HITTING LIQUID IS UNNERVING.

       Mixed with screams, it is unbearable.

       INT. LOGANíS ROOM - NIGHT

       SCREAMING

       Loganís screaming as he comes to.

       Loganís eyes FLASH OPEN.  He looks up and sees a figure

       looming over him.  In a flash he reacts.

       THUD.  Nothing more.  Then silence.

       The door bursts open and Cyclops stands in the doorway

       shocked.  Frozen.  Jean is next and finally Storm.  They

       can only stare.

       Logan sits upright in bed, CLAWS EXTENDED, INTO ROGUEíS

       CHEST.  She is literally frozen at the end of his arm.

       Finally, Cyclops breaks the silence and moves to grab

       her.

                           STORM

                 DONíT TOUCH HER.

       Cyclops freezes.

       Logan finally pulls his claws free and retracts them.

       Rogue staggers, she pitches forward and touches his face

       gently with her hands, as though she would like him to be

       the last thing she sees on this Earth.

       Logan and Rogue, locked in a fatal moment of tenderness

       snaring a look of loneliness that only they can

       understand.

       But suddenly, Logan seems to change.

       And before he can say another word, he begins to tremble,

       then he starts to howl in pain.

       Rogue SNAPS BACK, mouth open in a gaping, silent scream.

       What sound comes out does not match the expression at

       all.  Merely a gasp, like steam escaping.  Through the

       huge slash in her clothes, we see the wound on her chest

       slowly vanish.

       Before long, she transforms back into a healthy young

       girl with no sign of injury.

       Then, her escaping breath begins to accelerate, much in

       the way Loganís did - too much like Loganís did.  It is

       as if she has taken in his trait of berserker rage.  Soon

       she is smashing things all around her.  One hand rakes

       the wallpaper like claws.

       Finally, she gets a hold of herself, becoming the

       introverted Rogue we all know so well.

       Then she stands slowly, looks at the others.

       And she runs from the room.  Storm runs after her.

       The rest turn to Logan, who lays on the floor,

       convulsing.

       Jean goes to help him.  She looks back at Cyclops.  His

       expression makes it clear that his worst fears about

       Logan have come to pass.

       EXT. PUBLIC BEACH - DAY

       A familiar scene of suburban escapism.  Crowded enough

       that most people can move about unnoticed.

       In fact, most people do not notice the very large

       jellyfish shooting through the water at remarkable speed.

       And only a few notice the COMPLETELY TRANSPARENT MAN

       emerging from the water.

       It is Senator Kelly, and he resembles in many ways a

       jellyfish.  His skin and innards are clear and gooey.  It

       is only when he comes completely and naked out of the

       water that he returns to somewhat normal.

       He walks up to the beach and people recoil from the very

       sight of him.  Pointing, whispering.  Then just laughing

       at the naked man.

       Kelly grabs a towel off an empty chair, a Hawaiian shirt

       off another.

       Suddenly, he buckles, grabbing his stomach and lurching

       away in terrible pain.

       He barely pauses when he hears a childís voice in semi-

       whisper:

                           CHILDíS VOICE

                 Mom, is that a mutant?

       INT. HALLWAY - DUSK

       Storm and Logan walk down the hall.  Logan is wearing

       sweats.  He has obviously just woken up.  The sun is low

       in the horizon and the hall is suffused with an orange

       glow.

       Students pass by them.  By now, the students have heard

       rumors about what happened the night before.  They watch

       Logan fearfully as they pass by him.

                           LOGAN

                 Why is everybody up at sunrise?

                           STORM

                 The sun is setting, Logan.  Youíve

                 been asleep for nineteen hours.

                           LOGAN

                 What did she do to me?

                           STORM

                 She borrowed your power to save her

                 life.  When she touches someone, she

                 absorbs their strengths -- their

                 gifts.  In your case -- your ability

                 to heal.  Thatís why she keeps her

                 body covered.

                           LOGAN

                 I felt like she almost killed me.

                           STORM

                 If she held on any longer she could

                 have.

                           LOGAN

                 And you think it helps calling her

                 Rogue?

       Storm shakes her head, but remains patient.

                           STORM

                 Weíve learned to embrace what we are

                 rather than hide it like an

                 affliction.  For some, it has become

                 their identity.  You mock the names

                 these people choose but they wear them

                 as badges of pride.

       They arrive at the door to the gym.

                           LOGAN

                 Inspiring -- Now what am I doing here?

                           CYCLOPS (O.S.)

                 I wanted to talk to you.

       Logan turns and sees Cyclops.

                           CYCLOPS (contíd)

                 Storm, would you excuse us please?

                           STORM

                 Of course.

       She exits.

                           CYCLOPS

                 Letís take a walk.

       Cyclops begins to walk away in the other direction.

       Logan just watches him go.  After a moment, he decides it

       might be more interesting to see where this is going.  He

       follows.  They walk across the hall to:

       INT. GYMNASIUM - NIGHT

       On first glance, the gym looks really average.  A fairly

       standard boxing ring in the middle.  A fairly standard

       weight set nearby.

       Then you notice the weights themselves are abnormally

       large.

       100.  200.  300.  400 pounds.  All the way up to 2000.

       And that is just one stack.

       Cyclops enters first with Logan coming in behind him.

                           CYCLOPS

                 How long have you been in Alaska?

                           LOGAN

                 I donít remember.  Is that what you

                 wanted to ask me?

       Logan is barely through the door when Cyclops whips

       around on Logan and thumps his finger into his chest.

                           CYCLOPS

                 I just wanted to make you clear on

                 something.  Personally, I donít care

                 what Magneto wants with you.  He can

                 take those claws of yours and use them

                 for Barbecue skewers.  What I do care

                 about is the safety of this group.

                 The Professor is in charge, and after

                 the Professor, thereís me.  So, for

                 the remainder of your time here,

                 youíre going to keep that killer

                 instinct of yours locked down so no

                 one else gets hurt.

       Beat.