X-Men

                           LOGAN

                 Suit yourself.

       And he does.  And so does Jean at the same time.  She

       gets up and faces Logan - the bar simply hovers in mid-

       air.

       Logan smiles.

       INT. LABORATORY - NIGHT

       Beast looks at his watch.  Itís stopped.  He puts it to

       his ear -- shakes it.  Then his ears perk up.  He hears

       something.  He glances at the wall.  All things METAL --

       picture frames, chairs, objects on tables, etc. start to

       move one after the other.

       It is as if some magnetic force is moving past the wall,

       just outside the lab, heading for the open door.

       Beast, sensing the danger, makes a run for the metal

       door.  Just as he reaches it, it SLAMS closed -- knocking

       him back across the room.

       Beast CRASHES into the wall on the opposite side of the

       lab.  His leg badly hurt, Beast tries to crawl toward the

       door.

       But as he does this, METAL OBJECTS from around the lab

       fly in front of it sealing him in.

       INT. CORRIDOR - NIGHT

       Rogue moves quietly down the corridor that leads to

       Cerebro.

       She comes to the retinal scanner - she brings her eye to

       the screen.

       It lights up and scans her eye.  A PICTURE OF XAVIERíS

       RETINA appears on the screen.

       A SINGLE WORD APPEARS ON THE SCREEN beneath it:

       ACCESS DENIED

       The scanner scans again.

       E.C.U. ON ROGUEíS EYE

       Something is wrong.  The eye not being scanned is a

       familiar yellow.  It is Mystique.

       Her other eye changes in the light of the scanner.  The

       retina reshaping itself in minute ways.

       ANGLE ON:  The screen -- ACCESS GRANTED -- CHARLES XAVIER

       The door to Cerebro opens.

       Rogue or rather Mystique, rushes in.  She goes to a small

       panel on the side of Cerebro.

       She opens it.  She reaches in.  SHE REMOVES A COMPUTER

       CHIP -- No more than three inches wide.

       INT. HALLWAY - NIGHT

       ANGLE ON:  The black boots of a man, walk down a hallway,

       as students peer from their sleeping quarters, terrified.

       INT. GYMNASIUM - NIGHT

       Jean is casually wiping sweat from her brow.  Loganís

       eyes possess a certain focus intent.

                           LOGAN

                 Heís uptight.

                           JEAN

                 He takes his work seriously.

                           LOGAN

                 He takes himself seriously.

                           JEAN

                 What is it youíre failing to get at?

                 Are you interested in me?

                           JEAN

                 Iím just interested.

       Holding out her left hand.

                           JEAN

                 Logan, do you see this ring?

                           LOGAN

                 Iíve seen a lot of rings.

                           JEAN

                 Yeah, Iíll bet you have.

       Before he can reply, Rogue is standing in the doorway

       looking at them.

                           JEAN

                 Rogue, where have you been?

                           ROGUE

                 Logan.  The Professor wants you to

                 come with me right away.

       E.C.U. on Loganís nose.  His nostrils flare... sensing...

       Logan squints the tiniest bit.  We know he knows

       something is wrong, but he is hiding it.

                           LOGAN

                     (to Rogue)

                 Hey Rogue, tell Jean what you were

                 telling me last night.

       Rogue pauses.  Confused.

                           ROGUE

                 The Professor--

       Logan walks towards her.

                           LOGAN

                 You remember.  About women.

       He moves closer.

                           ROGUE

                 Logan--

                           LOGAN

                 Whatever you say about them being the

                 same...

       SHOOK.  The claws are out.  HE LUNGES.

                           LOGAN (contíd)

                 No two women smell alike.

       He grabs Rogue by the throat.

                           JEAN

                 Logan, what are you doing?

       Jean, seeing Logan threaten Rogue with his claws for the

       second time, RAISES A VAULTING HORSE INTO THE AIR.

                           LOGAN

                 This ainít Rogue!

       He keeps his claws pointed at her face.

       ANGLE TIGHT: Loganís left hand is wrapped around Rogueís

       throat but part of it is TOUCHING THE EXPOSED SKIN OF HER

       FACE WITH NO ILL EFFECTS.

       Jean realizes that Logan is right.  ROGUE MORPHS INTO

       MYSTIQUE.

                           MAGNETO (O.S.)

                 Telekinesis.

       Jean spins around and sees MAGNETO.  Without hesitation,

       the vaulting horse FLIES AT MAGNETO.

       Simultaneously, one of the thousand-pound weights flies

       from the weight set and smashes the vaulting horse aside.

                           MAGNETO (contíd)

                 Fascinating.  What I wouldnít give for

                 that.  Alas, metal is all Iím good

                 for.  But it seems to serve me well

                 enough.

       Jean is completely unaware of the huge set of lockers

       rising behind her.

                           LOGAN

                 Jean!

       WHAM.

       The lockers hit her in the back, sending her flying.

       Jean lies motionless on the floor, unconscious.  The

       heavy lockers are floating above her, wavering between a

       few feet and a few inches.

                           MAGNETO

                 I do love a good check mate.

                           LOGAN

                 What do you want?

                           MAGNETO

                 Come with me and Iíll let her live.

                           LOGAN

                 You think I care about her?  Iím the

                 only one whoís sure to walk out of

                 here.

       Pause.

                           MAGNETO

                 Then why donít you kill her.

       This catches Logan a little off guard.

                           MAGNETO (contíd)

                 Go on.  Kill her.  You can do it

                 quicker than I will.  Maybe Iíll just

                 cripple her.

       The lockers now stand upright, hovering over Jeanís

       knees.

                           MAGNETO (contíd)

                 So do her the favor.  Show her mercy.

       Logan thinks for a moment -- looks at Jean still

       unconscious on the floor.  Then:

       Logan retracts his claws.

       Mystique has morphed back into her natural state with the

       exception of ONE OF ROGUEíS POCKETS, which still clings

       to her hip.  Mystique produces a large syringe from the

       pocket and sticks it in Loganís neck.  Loganís legs

       weaken instantly.

                           MAGNETO (contíd)

                     (to Mystique)

                 Call the others and tell them we have

                 what we came for.

       EXT. MANSION - LATER - NIGHT

       The fence that surrounds the property has been bent and

       buckled violently.

       INT. MANSION HALLWAY - NIGHT

       Xavier wheels down the hallway, pajama clad students are

       milling about the halls.  Their faces showing that they

       are afraid to go back to their rooms.  One GIRL, younger

       and smaller than the others, seems particularly upset.

       Xavier wheels over to her and gently touches the side of

       her face.

                           XAVIER

                 Itís going to be alright.

       She manages a faint smile.  Then Xavier looks to the

       other students -- their frightened faces.

       INT. LABORATORY - LATER - NIGHT

       Beast reclines in his lab chair, a splint on his leg.

       Jean stands with Cyclops who watches through a new visor.

       Rogue sits off to the side, bearing the guilt.  While

       Storm, her neck badly bruised, stands near her.

       For the first time we have seen -- Charles Xavier is

       angry.

                           STORM

                 When Rogue left the mansion, they must

                 have followed her.

       Xavier shuts his eyes furious.

                           XAVIER

                 Yes... they wanted me out of the way.

                 If I had been here... I...

       Xavier opens his eyes and sees Rogue sitting on a chair

       in the corner.  She is visibly upset.  Xavier wheels over

       to Rogue.  Xavier reaches out and softly touches her

       clothing covered shoulder.

                           XAVIER (contíd)

                 This was not your fault.  I knew there

                 was a danger, I should have never left

                 the school.

       And with that he turns his wheelchair to the door.

                           XAVIER (contíd)

                 I am going to find Logan.

       Xavier leaves.

       INT. CEREBRO - NIGHT

       Xavier enters and wheels himself into the giant machine.

       It immediately comes to life - lighting the room.  The

       chrome skull cap descends onto Xavierís head.

       Xavier closes his eyes as the machine powers up.

       E.C.U. ON XAVIERíS EYES

       They fly open.  And then a terrible noise.  The sound of

       a well tuned machine suddenly going horribly wrong.

       Xavier is in terrible pain.

       His back arches and he falls from his chair onto the

       floor.  He struggles to reach for a fire alarm on the

       wall.  His fingers stretch until finally -- he pulls it.

       Warning bells wail.  Xavier falls unconscious,

       convulsing.

       ANGLE ON: Cyclops and Jean as they burst into the room.

       INT. LABORATORY - LATER - NIGHT

       Xavier lies asleep in a hospital bed.  Several electrodes

       are taped to his head.  A screen next to the bed monitors

       his erratic brain waves.

       Jean and the splinted Beast stare at the monitor

       following its rhythm.  Storm and Rogue stand at the foot

       of the bed.  They are each trying to hide their fear, and

       not doing a very good job of it.  Cyclops looks on, the

       stress shows on his face.

                           CYCLOPS

                 Whatís wrong with him?

                           JEAN

                 His vital signs are weak and getting

                 weaker.

                           BEAST

                 Iím in the process of running more

                 tests.  But it seems that every minute

                 that goes by he gets weaker.

       All are silent.  Rogue looks to Beast with desperate

       eyes.

                           ROGUE

                 Can you help him?

                           BEAST

                 I donít know.

       Xavier lies in bed, motionless.

       INT. FRONT HALL - DAY

       Two huge wooden front doors -- morning light shines

       through the jagged holes in the wood where the knobs had

       been pulled off.  The antique steel knobs lay twisted and

       mangled on the floor.

       The small girl from last night kneels in front of the

       door with a dustpan, sweeping up the mess.

       Something catches her eye.  She sits up and leans in

       closer to the jagged hole in the door.

       ANGLE ON: The little girl -- light from the hole washes

       over her face.  Then suddenly the light is cut off, as if

       something is blocking the hole.

       DOLLY IN: as the small girl steps back, a look of

       fascination comes across her face.  As if she sees

       something coming through the hole.

       INT. CEREBRO - DAY

       Cyclops, Jean and Storm stand before the device.  Beast

       rises awkwardly on his splinted leg, his back to the open

       control panel.

                           BEAST

                 Itís gone.  The neuro-filter, someone

                 removed it.

       Jean stands.

                           STORM

                 What does that mean?

                           BEAST

                 The neuro-filter acts like a surge

                 protector, regulating the infinite

                 flow of information from Cerebro to

                 the Professorís mind.  Itís what keeps

                 him from being crushed by the

                 consciousness of millions.

       Cyclops steps away, pondering Beastís words.  He

       understands the ramifications -- the damage that has been

       done to Xavier.

                           CYCLOPS

                 Can the Professor repair his own mind?

                           BEAST

                 Iím afraid without Cerebroís help, he

                 wonít have the strength to heal

                 himself -- And without the neuro-

                 filter... thereís no Cerebro.

       Jean is noticeably upset.

                           JEAN

                 Heís already losing control of his

                 vitals.  Respiratory.  Cardiovascular.

                 Unless we manage to replace the filter

                 by tomorrow morning, Iím afraid.

                           CYCLOPS

                 We have to find Magneto.

       He exits.  Jean follows him.

       INT. HALLWAY - DAY

       Cyclops is standing, motionless.

                           JEAN

                 Are you all right?

                           CYCLOPS

                 No.  Iím...  I donít know if we can do

                 this without Charles.

       Jean puts her hand lovingly to his face.  Cyclops takes

       her hand.

                           JEAN

                 He put you in charge for a reason,

                 Scott.

       She goes to kiss him.

                           SMALL GIRL

                 Dr. Grey?...

       The small girl stands alone in the hallway.

                           SMALL GIRL (contíd)

                 Someone is here to see you.

       Jeanís eyes widen -- and around the corner steps Senator

       Kelly, wearing the clothing he had taken from the beach.

       He trembles as though from a high fever.  His body is

       covered with a layer of sweat.

                           KELLY

                 Dr. Grey.

                           JEAN

                 Senator?

                           CYCLOPS

                 How did you get in here?

                           KELLY

                 Your front door was damaged... there

                 was a hole...

       Kelly makes a hole with his hands that is not much larger

       then that of a coffee can.

                           KELLY (contíd)

                 ... I squeezed through.

       Kelly buckles in pain, but then catches himself.

       Jean and Cyclops rush to help him.  Beast crutches

       himself out to see whatís happening.

       Kelly notices Beast.

                           KELLY (contíd)

                 What in Godís name are you?

                           BEAST

                 Iím Beast.

                           KELLY

                 Of course you are.

       INT. LABORATORY - LATER - DAY

       Xavier is in bed, eyes closed.

       Rogue holds vigil at his side.

       Kelly is in the bed next to him, trembling, burning up

       from what seems to be a bad fever that keeps getting

       worse.

       Jean has a syringe in her hand and is swabbing some

       alcohol on Kellyís skin.

                           KELLY

                 Iím sorry to come here, Ms. Grey.  I

                 was afraid if I went to a hospital,

                 they would...

                           JEAN

                     (interrupting)

                 Treat you like a mutant?  We are not

                 what you think.  Not all of us.

                           KELLY

                 Tell it to the ones that did this to

                 me.

       Jean looks closer at his hands.

                           JEAN

                 I donít see these spikes youíre

                 talking about.  Iím going to give you

                 an antibiotic for the - Oh my God.

       Jean and Kelly both look as the cotton swab ignites like

       flash paper in her hand.  Everyone is shocked.  Jean

       pauses and takes the bottle of alcohol from the shelf.

       She pours a small amount on Kellyís arm and it instantly

       catches fire.

       INT. LABORATORY - LATER - DAY

       Rogue is still sitting in a chair, next to Xavierís bed --

       Xavierís opens his eyes.  He looks at Rogue and smiles

       softly.

                           XAVIER

                 Hello, Rogue?

       Rogue almost jumps out of her chair with excitement.

                           ROGUE

                 Hold on, Iíll get the others.

       Rogue exits.  Xavier slowly looks over to Kelly lying in

       the bed next to him.  Both men are weak and getting

       weaker.

                           XAVIER

                 Senator... Kelly?

                           KELLY

                 Yes...  Who are you?

                           XAVIER

                 I am Charles Xavier.  This is my

                 school.

       Kelly tries to speak, but his strength is waning.

       The two men are a pitiful sight, both slowly coming

       apart.

                           XAVIER (contíd)

                 Can you tell me what happened to you?

       Kelly is in pain.  Itís a struggle to speak.

                           KELLY

                     (weak, delirious)

                 I was kidnapped...  They killed

                 GUYRICH... mutants...  There was a

                 light... a bright... light.

       Xavier turns to Kelly, looking deep into his eyes.

       He begins to PROBE KELLYíS MIND.

       INT. EXT. VARIOUS FLASHBACK - DAY/NIGHT

       FLASH

       The following is an audio-visual collage of Kellyís

       perspective from throughout the film, coming back to us

       in a new order.

       THE CAGE OF SENATOR KELLY in Magnetoís lair.  NOW HIS

       P.O.V. as seen by Xavier.

       Vision fades in and out in a sedated haze.

       He is laid out of a gurney.

                           KELLY (V.O.)

                 Whatever you do to me... no matter

                 what -- youíll make me right.  Every

                 word I have spoken will be confirmed.

       He looks up and sees Mystique wheeling the gurney,

       smiling down at the Senator.

                           MYSTIQUE (V.O.)

                 And people like you are the reason I

                 was afraid to go to school as a child.

       FLASH

       Kelly is looking around a large, sphered room.  In the

       center is the MACHINE.

                           JEAN (V.O.)

                 The mutant gene tells the body when it

                 needs to change.

                           KELLY (V.O.)

                 I can assure you, there is no such

                 creature in my genes.

       FLASH