X-Men

                           LOGAN

                     (smirks)

                 Iíve served with men like you before.

                 Methodical.  Systematic -- Naive.  You

                 know what happens to those men in a

                 real fight?

                           CYCLOPS

                 You know, you --

                           LOGAN

                 Shut up.  I got no interest in you,

                 Xavier,

                     (he points mockingly at the

                      Xís on Cyclopsí uniform)

                 or your... X-Men.

       Logan takes him in for a moment.

                           LOGAN (contíd)

                 And I donít think this has anything to

                 do with my ìkiller instinct.î  You

                 just donít like the way Iím looking at

                 your girl -- Or maybe you donít like

                 the way sheís looking back.  And maybe

                 you think youíre man enough to do

                 something about it.

       Cyclops is enraged.  A red light begins to glow around

       the edge of his visor and the ruby-quartz lens brightens.

       We can faintly hear the low hum of immense power that is

       now barely contained.  Before Cyclops can even react,

       Logan puts his fist against Cyclopsí throat.  SHOOK!

       Logan extends one claw up one side of Cyclopsí neck.  He

       smiles.

                           LOGAN (contíd)

                 Címon sport.  You think you can blow

                 the meat off my bones before I gut

                 you?  Letís find out.

       The air is now charged with tension.  The two men are

       about to attack when-

                           XAVIER (O.S.)

                 Cyclops!

       Logan whirls and sees Xavier regarding them sternly.

       Logan turns his building anger on Xavier.

                           LOGAN

                 I have a question for you, Chuck.

                 Whatís the point?

       Xavier sits calmly as Logan, claws still extended,

       marches over to him.

                           XAVIER

                 The point of what?

                           LOGAN

                 This.  This whole God damn thing.

                     (derisively, at Cyclops)

                 Making yourselves into some sort of

                 ìteamî of super-powered freaks.

                 Teaching wayward mutants about

                 classical literature.  For what?

       Logan continues to advance on Xavier.  Cyclops moves to

       stop Logan, but Xavier waves him off.

                           XAVIER

                 The point is to step into a more

                 evolved position of social

                 responsibility.  To recognize that

                 there is a world out there and that we

                 mutants are as much a part of it as

                 normal human beings.

                           LOGAN

                 What if it never happens?  What if

                 theyíre so afraid of us that we become

                 the enemy? -- This place is gonna be

                 one giant cemetery.

       Xavier has heard this argument before.

                           XAVIER

                 Now thatís Magneto talking.

                           LOGAN

                 No.  Thatís me talking.  And you know

                 what?  Itís only been thirty-two hours

                 and you still have no idea what this

                 guy wants with me.

                           XAVIER

                 I believe he wants you for your

                 Adamantium.

       Logan raises his hand to his chest grasping for something

       that no longer hangs from his neck.

                           XAVIER (contíd)

                 Youíre thinking of your dog tag.  It

                 was made of Adamantium wasnít it?

                           JEAN (O.S.)

                 Professor.

       Logan turns and sees Jean walking towards them.

                           XAVIER

                 What is it?

                           JEAN

                 Rogueís missing.

       Logan looks at Jean with concern.

       INT. CORRIDOR - NIGHT

       A long, dark subterranean corridor with gleaming walls

       and floor.  Well lit and strangely echoless.

       Logan follows Xavier, who are in turn followed by Storm,

       Cyclops and Jean to a thick steel door at the end of the

       hall.

                           LOGAN

                 Where are we going?

                           XAVIER

                 To find Rogue.

                           LOGAN

                 How?

                           XAVIER

                 The brainwaves of mutants are quite

                 different than those of the average

                 human being.

       At Xavierís eye level is a black screen with a chin-rest

       like you see at the eye doctor.  Xavier rests his head in

       it and the screen lights up.

                           XAVIER (contíd)

                 Cerebro amplifies my power.  It allows

                 me to browse the worldís consciousness

                 and find the genetically enhanced.

       A vertical beam scans across his eye and a picture of

       Xavierís retina appears on the screen next to a

       computerized image of the same.  The two images overlap

       and match perfectly.

                           XAVIER (contíd)

                 This is how I found you.

       A small beep and a loud KNOCK of tumblers rolling and the

       vault door opens.

       They walk inside.

       INT. CEREBRO - CONTINUOUS - NIGHT

       They come into a room with a high sphered ceiling -

       entirely black.

       In the center of the room is a huge - for lack of a

       better term - device.  Part computer, part super-

       structure, it is the sort of precision tangle of metal

       and wire that would make Da Vinci weep.  It has a space

       in the bottom that seems to fit Xavier and his chair

       perfectly.  Suspended above its center -- a web of wires,

       tubes, and cables all connecting to the heart of the

       device -- a CHROME SKULLCAP.

       Logan slowly circles the device.

       Logan looks at Xavier, perhaps even a little impressed.

                           LOGAN

                 You designed this yourself?

                           XAVIER

                 Actually, Magneto helped me put it

                 together.

                           LOGAN

                 He helped you?

                           XAVIER

                 We were friends once...  But that was

                 a long time ago.

       Jean, Logan, Cyclops and Storm watch as Xavier fits his

       wheelchair into the huge machine, and the chrome skull

       cap lowers onto the Professorís head, fitting like a

       second skin.  It comes to life.  What was dark and

       menacing is now a brilliant explosion of colored lights.

       CLOSE UP ON:

       XAVIER - into and through his eyes and:

       EXT. SPACE - NIGHT

       Closing in rapidly on the planet Earth.

       Passing into its atmosphere, making a few orbits, all the

       while hearing the deafening voices of billions.

       Every country, every city, every town, berg, hamlet and

       village.

       Every language.

       Every thought.

       The voices descend to a sizeable crowd of millions, then

       thousands, gradually working their way to one.

       EXT. SKY - OVER WESTCHESTER - NIGHT

       Down a tree-lined road and around a corner into a parking

       lot.

       Single out a figure that - by the clothes - can only be

       Rogue.  Close in faster and faster, lower and lower until

       we go right through the back of her head to:

       BLACK

       SILENCE

                           ROGUE (O.S.)

                 I donít belong...  I donít belong...

                 Iím sorry... so sorry... thereís

                 nowhere...

       INT. CEREBRO - NIGHT

       Xavierís eyes open.

                           XAVIER

                 Iíve found her, Westchester Mall.

                           LOGAN

                 Iíll go.

                           CYCLOPS

                 No...  Iíll go.

       Logan looks over to Jean.

                           LOGAN

                 O.K. sport... you go.

       INT. WESTCHESTER MALL - NIGHT

       A mother and child wander in a typical shopping daze.

       PULL OUT TO REVEAL

       Crowds of shoppers mill about, a typical crowded evening

       at the mall.  Rogue comes up the escalator, wandering

       through them all.

       She walks under a high-sphered glass ceiling, revealing

       the night sky outside.

       She walks over to a Victoriaís Secret store and looks up

       at the mannequins in the windows who wear almost nothing

       at all.  Quite a contrast from her own, stifling garb.

       She touches the glass as though trying to reach them,

       then she moves on.

       ROGUEíS P.O.V.

       She looks all around the mall at the many oblivious

       people here.  Children playing tag on one side.  A young

       couple holding hands.

       Human contact all around.

       She walks past a small child, her hand nearly brushing

       the girlís hair.

       Rogue takes a seat on a bench, alone.

       A figure comes into frame.

                           STORM

                 Rogue.

       Rogue looks up and sees Storm standing right in front of

       her.  Her eyes dart around, looking for a way out.

                           STORM (contíd)

                 You donít have to run.

       Finally, Rogue surrenders.

                           ROGUE

                 Iím sorry.  Iím not like the rest of

                 you -- Iím tired of hurting people.

       She starts to cry now.

                           STORM

                 Itís okay.

                           ROGUE

                 Why did I have to be like this?  What

                 purpose does it serve?

       And when Rogue looks up, she sees another figure - this

       one filling the frame behind Storm.

       A huge clawed hand grabs Storm around the throat and

       lifts her up as she struggles in vain.

       INT. MALL - LOWER LEVEL - NIGHT

       Cyclops looks up and sees Storm is being CHOKED BY

       SABRETOOTH, her feet not touching the ground.

       Rogue is frozen with fear.

       He tries to get a shot with his visor, but too many

       people are in the way.

       INT. MALL - UPPER LEVEL - NIGHT

       Sabretooth smiles as Storm struggles to turn.  He

       whispers in her ear.

                           SABRETOOTH

                 Scream for me.

       CLOSE UP ON:

       STORMíS EYES as the life is being squeezed out of her.

       INT. XAVIERíS OFFICE - NIGHT

       MIRROR SHOT OF XAVIERíS EYES

       Suddenly, Xavier touches his throat, then raises a

       shaking hand to his head.

                           XAVIER

                 Dear God.

       Xavier wheels himself from the room.

       INT. MALL - LOWER LEVEL - NIGHT

       Cyclops has a clear shot now.  His eyes start to glow

       brightly.

       Suddenly, a familiar movement on the pedestal behind him.

       Toad has been camouflaged the entire time.  He comes down

       and FLICKS HIS LIZARD-LIKE TONGUE, snatching the visor

       from Cyclopsí face.

       Deep red light far greater than anything we have ever

       seen before comes blasting out of cyclopsí eyes without

       any sort of control, as if a fire hydrant had been ripped

       from the ground.

       His head comes back and the light blows the whole of the

       glass ceiling to smithereens, bringing it down on

       panicking shoppers who scatter.

       Toad leaps to the second level and then again out of

       sight.

       INT. MALL - UPPER LEVEL - NIGHT

       Sabretooth reacts, surprised by the sudden shift.  This

       gives Storm one last chance to breath.

       We notice now that something is happening to her body.

       INT. MALL - LOWER LEVEL - NIGHT

       Cyclops stumbles helpless, his eyes are shut to prevent

       further destruction.

                           CYCLOPS

                 GET OUT OF THE WAY.  GET OUT OF THE

                 WAY.

       INT. MALL - UPPER LEVEL - NIGHT

       Storm, nearly lifeless now, struggles with what little

       strength she has to get free of Sabretooth.  He relishes

       the slow kill.

       But suddenly ALL THE HAIR ON HIS BODY STANDS ON END.

       Sabretooth is momentarily confused.

       Stormís eyes open wide as her body convulses.

       BOOM

       A huge bolt of lightning shoot from her body into

       Sabretoothís chest, knocking him back in shock.  Storm

       falls to the ground, not breathing.

       Sabretooth, stunned and scorched, gets to his feet and

       smiles at his handiwork.  He is about to move in and

       finish them both when the rumble of a helicopter can be

       heard above.

       He looks up and sees SENATOR KELLYíS HELICOPTER passing

       over the hold in the roof.  Sabretooth leaps up and pulls

       himself out of the opening.

       Toad is a leap behind.

       Rogue rushes to Storm, struggling with how to give her

       mouth to mouth, CPR, anything to resuscitate her without

       touching.  She is starting to panic now.  She looks

       around, but anyone still left in the mall is running for

       the doors.

                           ROGUE

                 SOMEONE HELP ME.  SHEíS NOT BREATHING.

       INT. MALL - LOWER LEVEL - NIGHT

       Cyclops stumbles blind and helpless, covering his eyes.

       He hears Rogue screaming.

                           CYCLOPS

                 ROGUE?

                           ROGUE (O.S.)

                 HELP ME.  STORM ISNíT BREATHING.

       Cyclops tries to find a way up, but he trips over all the

       debris, helpless.

                           CYCLOPS

                 YOU HAVE TO COME AND GET ME.  I CANíT

                 SEE.

       EXT. STREETS - NIGHT

       Xavier is in a specially designed car that enables him to

       drive solely with his hands.  He races towards the mall.

       INT. MALL - UPPER LEVEL - NIGHT

       Rogue is talking, walking backwards towards Storm, trying

       her best not to lay a hand on Cyclops.

                           ROGUE

                 Here, here, here... a little left.

                 Careful.

       ANGLE ON:

       Cyclops drops to his knees, the sprinklers still gushing.

       His eyes are tightly shut.

       He feels for Stormís face and touches her lips.

                           CYCLOPS

                 Oh God.

       He immediately begins mouth to mouth, though it may have

       been too long.

       EXT. MALL - NIGHT

       Xavier fights the rush of traffic - people fleeing madly

       from the mall.

       As he pulls up to the front doors, he sees Cyclops

       emerging, carrying Storm.  She is conscious, but her

       breathing is shallow.  His eyes are shut tightly and he

       must follow Rogueís direction.

       Sirens wail in the distance.

       Xavier looks at the lot of them: waifish Rogue, blind

       Cyclops, unconscious Storm and his wheelchair-bound self

       as their guardian.

                           XAVIER

                 But why would they do this?

       Then a look of realization...

       EXT. MANSION - MEANWHILE - NIGHT

       Rogue hurries past several students.

       She runs up to the large front doors of the school, but

       they are locked.  She looks around and then runs toward

       the side of the building.

       INT. LABORATORY - NIGHT

       Beast, continuing his research into Magnetoís plan, is

       analyzing the x-rays of Loganís skeleton.  Several books

       about metallurgy are scattered across the table.

       INT. LOGANíS ROOM - NIGHT

       Logan is sketching quietly.  He chews a cigar, keeping it

       politely unlit.

       He hears something.  He stands, goes to the door and

       opens it.  He cocks his head... listening... smiling...

       We hear it too, sharing his ears.

       It is a woman breathing, groaning.  He smiles and follows

       the noise.

       EXT. MANSION - NIGHT

       Rogue climbs through a studentís open window.

       INT. MANSION - NIGHT

       She darts down a hallway and around a corner, looking

       around, staying low.

       INT. GYMNASIUM - NIGHT

       Jean is working out on an average-sized set of free-

       weights, sweating, pushing hard.  Obviously the sound

       Logan heard.  She is on her back doing presses.

       Suddenly, she looks up and sees Logan standing over.  She

       is startled and starts to drop the bar.  He catches it.

                           LOGAN

                 You should always work with a spotter.

                           JEAN

                 Heís busy right now.

       Logan cannot help but glance at her left hand, still

       clinging to the bar.  The shimmering diamond on the third

       finger.

                           LOGAN

                 I was thinking maybe you and me could

                 go into town.

                           JEAN

                 Were you now?

                           LOGAN

                 What do you say?

                           JEAN

                 Not interested.

       Logan shrugs, starts to take his hands away.  Jean is not

       ready to take the weight of the bar.  It almost comes

       down on her when he catches it again.

                           JEAN

                 Let go.