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MARVEL COMICS IN THE MEDIA

Bob Hoskins as Wolverine

Bob Hoskins as Wolverine

XAVIER ACADEMY IN THE MEDIA




Unproduced script:[]

"X-Men," by Andrew Kevin Walker

<body>





                        Marvel Comics Group presents





                                   X-MEN



                               screenplay by

                            Andrew Kevin Walker






     FIRST DRAFT
     2nd revision June 7, 1994










     EXT.  CITY STREET -- NIGHT

     A BILLBOARD atop one building reads, "MUTANTS MUST REGISTER."
     BELOW, Hollywood Boulevard sidewalks are filled with weirdos,
     tourists and movie-goers.  People stop to watch as a VAN with
     MEGAPHONES on its roof drives past slowly.

                                  VOICE (V.O.)
                           (from van megaphone)
                   ... deadline for mutant registration is
                   August fourth.  All mutants must file for
                   identification papers by this date...

     <u>INSERT TITLE</u> -- LOS ANGELES, CALIFORNIA

     People seem uneasy.  FOLLOW the megaphone van as it makes its way
     down the street, still announcing.  It stops at a red light.  A
     National Guard troop TRUCK races through the intersection.

     ELSEWHERE, on a dark, back street, a few men run towards a
     commotion ahead.  The troop truck rounds a corner and passes them,
     HORN BLARING.  FOLLOW the truck till it arrives at a PARKING LOT
     behind brick apartment buildings.  A rowdy CROWD of curious
     CIVILIANS parts to let the truck through, then regroups.

     NATIONAL GUARDSMEN leap from the truck, heading to the far corner
     of the lot to join other soldiers there.  Military Men have
     surrounded a group of HOMELESS MEN.  Four of the homeless are
     against a wall, held at gunpoint.  It's the FIFTH HOMELESS MAN a
     fearful COMMANDER is concerned with, coming to shove him roughly.

                                  COMMANDER
                   Turn around and face the wall.  Do it!
                   Keep your arms down.

     The scruffy Fifth Man, in a tattered raincoat, looking just as
     frightened, obediently turns his back to the guns leveled at him.
     Commander approaches, cautious, reaching to the raincoat...

     Commander pulls the raincoat down.  Fifth Man is shirtless and
     dirty.  <u>He has four arms</u>.  Muscular arms.  The other homeless men
     react in fear, moving away.  The CROWD begins SHOUTING, calling
     out for Guardsmen to "Kill him!"  "Shoot the mutie!"  "Freak!"
     Soldiers holding the crowd at bay tighten their ranks.

     A National Guardsman steps forward with a CAMERA and a high-
     powered FLASH.  He takes pictures of the mutated Fifth Man,
     FLASHBULB FLASHING... FLASHING... blindingly bright.

     At the edge of the lot, away from the crowd, a well dressed MAN
     stands watching, his face tense with anger.  His hair is pure
     white.  His manner refined and stately.  We will call him MAGNETO.
     Magneto turns and walks away, into a narrow, dark alleyway.


     EXT.  METROPOLITAN SKYLINE -- NIGHT

     A glittering cityscape.  In one sleek skyscraper, in a penthouse 
     window, a man, LOGAN, in a black suit, looks out.

     <u>INSERT TITLE</u> -- TORONTO, CANADA

     INT.  SKYSCRAPER OFFICE, RECEPTION AREA -- NIGHT

     Logan has an animalistic look to him, complimented by thick black 
     sideburns and spiked hair.  He studies the city, lights a cigar.

                                  MALE VOICE (O.S.)
                   Mister Logan...

     Logan looks to the snotty RECEPTIONIST at a desk, blows smoke.

                                  RECEPTIONIST (CONT)
                   This is a non-smoking building.

                                  LOGAN
                   Not anymore, bub.  Unless you're thinking
                   of trying to take this away from me.

     The receptionist shrinks.  Big doors open.  PERKINS enters, suave.

                                  PERKINS
                   Mister Logan.  Follow me.

     INT.  BOSS MAN'S OFFICE -- NIGHT

     Perkins enters, followed by Logan, who carries a BRIEFCASE.
     Across the room, BOSS MAN sits behind a desk, flanked by EIGHT thug-
     brute BODYGUARDS.  Boss Man wears a garish WRESTLING KASK.

                                  BOSS MAN
                   Stay where you are.

                                  LOGAN
                   Whatever you say.  Nice mask.

                                  BOSS MAN
                   You have no need to see my face.  By
                   insisting on meeting me, you've created a
                   atmosphere of mistrust.  However, the
                   customer is always right... especially
                   when he has a suitcase full of cash.  Will
                   you do the honors, Perkins?

     Perkins goes to take a short, BLACK METALLIC ROD off a bookshelf
     He flicks a switch on it.  It HUMS.  Logan eyes the device.

                                  LOGAN
                   Now, hold on a second.  What's that?

                                  BOSS MAN
                   A metal-detector.

                                  LOGAN
                   Yeah?  What happened to a good, old
                   fashioned frisking?

                                  BOSS MAN
                   This is less offensive to most, and more
                   effective.  What seems to be the problem?

     Logan looks unhappy.  VERY CLOSE on his TIE TACK, we can see it's
     tip has a tiny, waffled MICROPHONE HOLE.

     EXT.  TORONTO STREET -- NIGHT

     A large, innocuous van is parked at the curb.  MONITORING:

                                  BOSS MAN'S VOICE (V.O.)
                   You wouldn't have been foolish enough to
                   bring a weapon here.  You wouldn't...

     INT.  INNOCUOUS VAN -- NIGHT

     Inside the van, MANY AGENTS are surrounded by recording devices.
     The team's MONITOR MAN listens through headphones:

                                  BOSS MAN'S VOICE (V.O.,CONT)
                   ... insult me like that, would you?

     Monitor Man looks up to several armored STRIKE-FORCE AGENTS.

                                  MONITOR MAN
                   Things just went sour.

     INT.  BOSS MAN'S OFFICE -- NIGHT

     Logan, in a no-win situation, resides himself, holds up his hands.

                                  LOGAN
                   Knock yourself out.

     Perkins brings the metal-detector under Logan's arm.  It lets out
     a SQUEAL.  Boss Man stands, angry, points a gun at Logan.

                                  BOSS MAN
                   Disarm the gentleman, Perkins.

                                  PERKINS
                           (searching Logan)
                   There's... there's nothing here.

                                  BOSS MAN
                   There must be.  Find the gun.

     The detector gives a WHINING ALARM <u>all over Logan</u>.  Even his head
     triggers it.  Perkins is baffled.  Logan smiles, shrugs -- KICKS 
     Perkins, SLAMS him aside and charges at Boss Man.  Boss Man FIRES.

     Logan hits the floor and rolls.  He tries to get up, but is wracked 
     by a SPASM of pain.  He cringes, his eyes shut tight...

     <u>FLASHBACK</u> -- LOGAN'S MEMORY -- <u>P.O.V.</u> FROM UNDERWATER: through a
     tangle of wires and tubes.  Like looking from inside an aquarium 
     to the outside world.  A FIGURE in a lab coat passes, their image 
     warped and made unrecognizable by the water and glass.

     BACK TO SCENE IN BOSS MAN'S OFFICE

     Logan opens his eyes, gasps, disoriented.  Perkins POUNDS him 
     across the forehead with the metal-detector.  Knocks him out.

     Across the room, Boss Man pushes a button on his desk.  A 
     BOOKSHELF SLIDES UP behind him, revealing a hidden passageway.

     EXT.  TORONTO STREET -- NIGHT

     Four armored Strike-Force Agents run from the innocuous van.

     INT.  CHEMICAL WEAPON TEST LAB -- NIGHT

     Bodyguards carry Logan's body into a futuristic lab.  There's a 
     gleaming GAS CHAMBER ahead.  Logan's body is thrown in.  The 
     chamber door is slammed and sealed shut.

     Logan lies groggy.  CLOSE: the gash on his head, from Perkins'
     blow, pulls shut, already BEGINNING TO HEAL.

     OUTSIDE THE CHAMBER, Boss Man, Perkins and bodyguards look in 
     through the ultra-thick window as Logan comes to his senses.

                                  BOSS MAN
                   The chemical weapon you came here to
                   purchase is called Bio-thrax, Mister
                   Logan.  Within minutes of contacting human
                   flesh it causes blistering ulcers.

     INSIDE THE CHAMBER, Logan gets to his knees.  Through a SPEAKER:

                                  BOSS MAN (CONT)
                   But, that's nothing compared to what it
                   does to your lungs.  Please accept this
                   free sample with my compliments.

     OUTSIDE, Boss Man snaps his fingers.  Perkins pulls a lever. 
     Clouds of GAS begin HISSING into the chamber.  Boss Man laughs. 
     Through the window, Logan looks up, furious, lifts his fists.  
     Just before Logan is enshrouded by the gas -- SNICKT -- three LONG 
     METAL CLAWS shoot out from the backs of his hands.

                                  BOSS MAN
                   What... what was that?

                                  PERKINS
                   Looked like... some sort of knives.

     At the gas filled chamber, SLUNKT -- Logan's metal claws jab 
     through the glass.  Boss Man and the others back away. 
     SKRRREEEEKKK -- Logan's claws cut the glass with ease, then 
     withdraw.  SKKRRRENK - SKKKKKREEEEEK - the claws slash quick, 
     completing a triangular pattern.  The triangle is kicked out.

                                  BOSS MAN
                   Don't just stand there.  Get him!

     Bodyguards, guns out, keep back to avoid the escaping gas which 
     rises to the ceiling.  Then, Logan LEAPS straight out...

     He TACKLES one bodyguard to the floor, crazed, face covered in 
     gas-induced blisters, raising a clawed fist, about to kill...

     INT.  INNOCUOUS VAN -- NIGHT

     Monitor Man hears a SCREAM THROUGH his HEADPHONES.  GUNSHOTS.
     Monitor Man reacts, throws the headphones off.  More SCREAMS. 
     SOUNDS like bodyguards are battling a snarling, murderous beast.

                                  MONITOR MAN
                           (grim, of the sounds)
                   Here we go again.

     INT.  RECEPTION AREA -- NIGHT

     The four Strike-Force Agents cross from the elevator, guns up, 
     past the flustered, lame Receptionist, towards offices.

                                  RECEPTIONIST
                   Um... do you have an appointment?

     INT.  BOSS MAN'S OFFICE -- NIGHT

     BOOM -- the door is kicked in.  Strike-Force Agents enter.  Across 
     the room, the bookshelf slides up.  Strike-Force Agents level 
     their guns, tense, waiting.  After a moment, Logan walks in, 
     disheveled, less blistered, his suit shredded and spotted with 
     blood.  He looks around calmly, straightening his tie.

                                  LOGAN
                   I hope you brought a mop.


     INT.  CIRCUS BIG TOP TENT -- NIGHT

     Under hot spotlights, a RINGMASTER speaks into a microphone.  A
     BANNER behind him reads "FREAK SHOW" in big, red letters.

                                  RINGMASTER
                   Ladies and gentlemen, boys and girls...
                   nothing you have experienced in your
                   lifetime has prepared you for this
                   evening's entertainment.  He will delight
                   you.  He will shock you.  He will make
                   your hair stand on end.  And, so, without
                   further ado, the Malkin Brother's
                   Traveling Circus is proud to present...
                   BLOB!

     MUSIC BLARES.  Spotlights spin, then converge on... BLOB.  Wow. 
     Mountainously obese is an understatement.  He is 500 pounds of 
     sweat-dewy flab in a Speedo bathing suit.  The CROWD is AWED.

                                  RINGMASTER (O.S.,CONT)
                   Yes, friends, yes... here he is.  Let your
                   eyes try to take him all in.

     Blob is bored and irritable, but dutifully raises his arms like a 
     champion.  He walks, flesh quivering, looking to the crowd.

     IN THE CROWD, CHILDREN laugh at Blob.  A pretty WOMAN is repulsed.

     AT CENTER RING, the sights make Blob angry.  He stops in front of
     a cinderblock wall with a bull's eye painted on it.

                                  RINGMASTER (O.S.,CONT)
                   No scale can tell his true weight.  No
                   lone tape measure can accurately reveal
                   his girth.  But, that is not all.  Blob is
                   much more than a man with a severe
                   glandular problem.  Much more indeed...

     DRUM ROLL BUILDS.  Spotlights reveal FIFTEEN CIRCUS COWBOYS with 
     rifles in a semi-circle.  Against the bull's eye wall, Blob holds 
     his arms away from his body.  The CROWD MURMURS excitedly.
     Cowboys cock their rifles.

                                  RINGMASTER (O.S.,CONT)
                   Rifles ready...       Aim...

     Rifles target Blob.  DRUM ROLL BUILDS.  Blob closes his eyes.

                                  RINGMASTER (O.S.,CONT)
                   FIRE!

     Rifles CRACK and POP, echoing.  Clouds of rifle smoke immediately 
     obscure Blob.  SCREAMS are HEARD from the CROWD.

                                  RINGMASTER (O.S.,CONT)
                   Watch very carefully, ladies and
                   gentlemen.  Behold the behemoth!

     Blob walks back into view, arms still up.  There are many 
     indentations in his flesh.  Blob takes a breath... flexes his 
     body.  Bullets pop out from the indentations, all directions: 
     POP... POP POP POP... POP...

     The CROWD ERUPTS, APPLAUDING.  Ringmaster comes to stand beside 
     Blob, soaking in acclaim, but perturbed with Blob.

                                  RINGMASTER (CONT)
                   Don't just stand there, idiot.  Take a
                   bow.  Give them a smile.  They love you.

     IN THE APPLAUDING CROWD, at the back, PALE MAN and TAN MAN, in 
     sunglasses, share a mutual box of popcorn, watching impassively.

     INT.  BLOB'S DRESSING TEXT -- NIGHT

     Irritating MERRY-GO-ROUND MUSIC is HEARD from outside.  Blob, in a 
     big robe, is seated before the remains of an enormous, glutton's 
     delight meal.  He jams food into his maw, eating everything, 
     turkey, corn and mashed potatoes alike, with his hands.

                                  BLOB
                           (grumbling to himself)
                   Give them a smile, Blob... they love you,
                   Blob.  They don't love me.

     Blob stands, wiping his mouth with his sleeve and letting out a 
     bellowing BURP.  He walks towards a giant CANVAS BATHTUB.  A huge 
     bubble bath.  He clips a clothespin to his nose as he disrobes.

                                  BLOB (CONT)
                           (still to himself)
                   Okay, okay... relax.  It's your special
                   time now.  Time to pamper yourself.  Time
                   to treat yourself like a little princess.

     He awkwardly hops into the tub, displacing much water, letting out 
     an "ah" of pleasure.  He submerges.  UNDERWATER: it is silent. 
     Blob holds his breath and rests his head, eyes closed.

     IN THE DRESSING ROOM TENT, designer shoes traverse the wet floor. 
     Pale Man and Tan Man have entered.  Pale Man takes a switchblade 
     out, cuts a slash in the side of the canvas tub.  Water gushes 
     out, leaving Blob high and dry, covered in bubble.  After a 
     moment, Blob realizes and instinctively covers his breasts.

                                  BLOB
                   Hey... what the hell's going on?

                                  PALE
                   Bath-time's over, fat boy.

                                  TAN
                   You don't want to wrinkle.

     Pale Man throws Blob his robe.  Blob puts it on and takes the 
     clothespin off his nose, flustered and getting angry.

                                  BLOB
                   Who... who are you guys?

                                  TAN
                           (flashes I.D.)
                   We're with the government.  We caught your
                   act tonight.  You're quite the performer.

     Tan Man sits down across the room.

                                  PALE
                   The Mutant Registration Act was enacted by
                   Congress several months ago, Mister Blob.
                   Now, are you thinking you can simply
                   ignore the laws of these good United
                   States, or do you only obey those certain
                   laws that please you?

                                  BLOB
                   I don't know what you're talking about,
                   but this is my private dressing area...

     Pale Man backs off.  Tan Man vainly examines his fingernails.

                                  PALE MAN
                   Let me explain something, doughboy.  You
                   have unnatural powers.  You are a mutant
                   and a danger to society.  So, we normal
                   folks need to know "who," "what," and
                   "where" you are at all times.

     Behind Pale Man, on the canvas wall, a HUGE SHADOW rises outside.  
     Blob sees the shadow, not understanding, as... the SHADOW of a CLAWED 
     HAND reaches to the canvas, RIPPING...

     Across the room, Tan Man looks up, horrified by what he sees.
     Pale Man flies past, slides across the food table and his the
     floor, unconscious.  Tan Man jumps up, reaches to his holster.

     SABRETOOTH enters through the ripped canvas, a massive man with
     blonde hair, bushy sideburns and white eyes with no pupils or
     irises.  He wears a fine suit and smiles a fanged smile.

     Tan Man brings his gun up, points it.  But, behind Sabretooth
     another FIGURE LEAPS, springing high -- a somersaulting blur.  Tan
     Man follows with his gun, above, trying to aim.  The figure lands.
     It is TOAD, an ugly, hunched man in a bad suit, crouched, long-
     legged, grinning from under greasy hair.

                                  TOAD
                   Hello.

     Tan Man FIRES.  The bullet misses as Toad springs up, agile.  Toad 
     lands in a crouch on Blob's dressing table.  Tan Man points his
     gun to follow, but his eyes widen.

     Behind Toad, <u>in the dressing mirror</u>, Sabretooth closes in.  Tan 
     Man cries out, turning.  Too late.  Sabretooth is on him...

     Toad leaps away as Tan Man is tossed head-long into the mirror.
     The mirror SHATTERS, and Tan Man falls back, out cold.  Toad lands 
     beside the rather bewildered Blob.

                                  TOAD
                   The name's Mortise Toynbee.  Pleased to
                   meet you.  You really don't look like much
                   of a menace to society.

                                  SABRETOOTH
                   Give him time.

     Sabretooth crouches over Pale Man, about to claw his throat.

                                  MALE VOICE (O.S.)
                   No, Sabretooth.  Let them live to tell
                   others that the Brotherhood was here.

     The owner of the voice, Magneto, comes through the tent's proper
     entrance.  Sabretooth, still poised to rend, GROWLS GUTTURALLY.

                                  MAGNETO (CONT)
                   If you treasure your own life.

     Sabretooth reluctantly relents.  Magneto motions for Sabretooth and 
     Toad to leave, and they obey, exiting.  Blob is wary.

                                  MAGNETO
                   No reason for you to be frightened, Blob.

                                  BLOB
                   I'm not frightened.  And, I could've taken
                   care of those fellows all by myself.
                           (looks at them)
                   What did they want from me, anyway?

                                  MAGNETO
                   What everyone wants... to look upon you
                   and rationalize their own existences.
                   But, the hour has come for you to stop
                   accepting the label of freak.  You are not
                   a freak.  You are the next step in homo-
                   superior evolution.  Homo-superior.

     Magneto puts his hand on Blob's shoulder.  Blob's shy about this.

                                  MAGNETO (CONT)
                   Would like to stop being hurt by humans,
                   and instead be the one who does the
                   hurting for a change?  Would you like
                   that, my handsome friend?

                                  BLOB
                   Yeah... yeah, I'd like that a lot.


     EXT.  RIKER'S ISLAND -- NIGHT

     A souped-up armored car speeds along the lone road leading to a
     concrete bunker of a building: THE VAULT.

     <u>INSERT TITLE</u>--THE VAULT: SUBTERRANEAN PRISON FOR CRIMINAL MUTANTS
                               RIKER'S ISLAND, NEW YORK CITY

     Extremely tall PERIMETER WAILS are topped by razor wire and TWO
     GUARD TOWERS.  A big steel door in the perimeter wall opens to
     allow the armored car's entrance to a concrete courtyard.  Ahead,
     the massive doors of The Vault itself slide open, revealing a huge 
     ELEVATOR RISING from below.  SEVEN PRISON GUARDS exit the elevator 
     with the WARDEN, followed by a FORKLIFT.  Guards take positions.

     The DRIVER exits the armored car and walks to open the rear doors.  
     The forklift goes to work, lifting a pallet from the truck.  On
     the pallet, unconscious, is the mega-mutant JUGGERNAUT, in a
     uniform of thick metal, with wicked brass knuckles and a round-
     topped helmet (all encompassing except for eye and mouth slots).
     The helmet is riveted to his chest armor.

                                  WARDEN
                   Why's he still wearing his metal skivvies?

                                  DRIVER
                   Couldn't get it off.  They tried.  They
                   can't even figure out what it's made of.

                                  WARDEN
                   Well, we'll get it off, believe me.  I
                   don't care if we have to use dynamite.

     They follow the forklift as it labors towards the elevator.

                                  DRIVER
                   How can you hold him, anyway?  I mean, I
                   hear once he's moving, nothing stops him.

                                  WARDEN
                   Is he moving now?

                                  DRIVER
                   No... but, he's all drugged up.

                                  WARDEN
                   And, that's pretty much how he's going to
                   spend the next twenty years.

                                  SABRETOOTH (O.S.)
                   Hie-de-hie-de-ho!  Lookie, lookie...

     All eyes go to Sabretooth.  He's up on the perimeter wall, near a
     guard tower, dangling an UNCONSCIOUS GUARD.

                                  SABRETOOTH (CONT)
                   Drop your guns, screw-heads.  Or, Humpty
                   Dumpty here will have a great fall.

     Several guards point their weapons.  The Warden waves them off.

                                  WARDEN
                   Hold your fire.  Hold on...

     The Warden looks to see the mutant BLOB waddling through the open 
     perimeter gate, then turns to look to the other guard tower...
     Toad is seated up there.  He grins and waves.

     INT.  THE VAULT, CENTRAL CONTROL ROOM -- NIGHT

     Several security MONITORS show Sabretooth.  A TECHNICIAN stands, 
     terrified.  The SECURITY CHIEF is near, talking with a guard.

                                  TECHNICIAN
                   Sir, sir... we've got trouble upstairs.

     The Security Chief comes over, looks.  Yikes.  He grabs a PHONE.

                                  SECURITY CHIEF
                           (into phone)
                   I need men up here, right now!

     EXT.  THE VAULT -- NIGHT

     Toad helps Blob herd everyone into the rear of the armored car.

                                  BLOB
                   Move it... squeeze in.  Plenty of roam.

     Toad closes and locks the doors as Blob goes to the front bumper.
     Blob lifts the truck with a grunt, till it's propped up on it's
     rear, nose-up with the men trapped inside.

     Above, Sabretooth tosses the unconscious guard into the tower,
     then slides down the wall, slowing his fall by dragging his claws.

     The villains converge around the forklift.  Toad leaps onto 
     Juggernaut's chest, takes out a metal-canister and opens it.

                                  TOAD
                   Pure adrenaline.

     Toad produces a big HYPODERMIC.  He presses the long needle
     against Juggernaut's arm, but the needle, unable to pierce, SNAPS.

                                  TOAD (CONT)
                   I was afraid of that.

                                  SABRETOOTH
                   Nice going, Toad.  Now what do we do?

     A RUMBLING is HEARD.  Behind them, the perimeter wall door closes.
     In front of them, The Vault's elevator doors slam shut.

                                  BLOB
                   Uh oh.

     Toad leaps down, goes to look under the forklift's seat.  He pulls
     out a tool box, dumps the contents and picks up JUMPER CABLES.

                                  TOAD
                   I've had a spectacular brainstorm.

     INT.  THE VAULT'S ELEVATOR -- NIGHT

     The elevator doors open to the Central Control Room.  FIFTEEN
     GUARDS run into the elevator as the Security Head barks orders.

     EXT.  THE VAULT -- NIGHT

     Jumper cable jaws are clamped to forklift BATTERY TERMINALS.

     Toad clamps the other cable ends to Juggernaut's thumbs, then
     looks to Sabretooth, who's behind the forklift's wheel.

                                  TOAD
                   Let her rip.

     Sabretooth turns the key.  The engine roars.  ZZ-ZZZ-ZZZ--
     electricity shoots through Juggernaut.  His body spasms.  Not far 
     away, Blob forces open the elevator doors and looks down.  The
     ELEVATOR is RISING.  Blob's worried.  He shoves his hand into the 
     NUMERICAL KEYPAD beside the doors, yanks out the sparking guts.

     INT.  THE VAULT'S ELEVATOR -- NIGHT

     The elevator halts.  The guards look up.  Lights go out.

     EXT.  THE VAULT -- NIGHT

     Blob looks down the shaft, pleased, laughing excitedly.
     Sabretooth keeps revving as Juggernaut convulses violently.

                                  TOAD (CONT)
                   If this doesn't wake him up, nothing will.

     Behind them, the perimeter wall door EXPLODES off it's hinges and 
     falls with a BOOM.  Toad, Sabretooth and Blob turn to look...

     Enter the X-MEN (in armored battle gear).  CYCLOPS leads,
     handsome, lean muscled, eyes hidden behind a visor with a
     horizontal ruby red slit across it.  Behind him is the stunning
     JEAN GREY, and BEAST, surprisingly attractive for a knucklewalker 
     covered head to toe in blue fur.  Hovering above, flapping his
     vast, feathered wings, is ANGEL, the youngest.  ICEMAN brings up
     the rear.  His name says it all.  Composed of rough-hewn ice, when
     he moves you can HEAR his limbs CRACKLING.

                                  CYCLOPS
                   Knock, knock!  Who's there?!

                                  SABRETOOTH
                   X-Men!

                                  CYCLOPS
                   That's right.

     Sabretooth runs at them.  Jean Grey rises into the air.  Cyclops
     SHOOTS a concentrated RED BEAM of ENERGY from his visor slit...

     The ray BLASTS Sabretooth back, into the forklift.  He's hurt.

     Blob looks with shock to the stunned Sabretooth, then runs towards
     the X-Men, angry, while Toad runs and LEAPS another direction.

                                  BLOB
                   You hurt my friend!

     Toad lands on the armored car.  Angel and Jean Grey come to hover 
     above him.  Toad tears the metal front-bumper off the truck and
     swings it, keeping them at bay, hissing angrily.

     Blob charges towards Cyclops, Beast and Iceman.  Iceman steps up
     and holds out his arms -- FIRING big ICE BALLS.  The ice balls
     bounce harmlessly off the thundering Blob's flab.

                                  ICEMAN
                   Who is this guy?

     Cyclops lets out a visor BLAST, but it does not slow Blob one bit.

                                  CYCLOPS
                   Scatter!

     Blob lunges as Cyclops and Iceman split up -- but Beast falls 
     backwards and KICKS with both legs just as Blob arrives, adding to 
     Blob's momentum, sending him past, flipping and screaming...

     Blob lands flat on his back with a huge THUD.

     Across the courtyard, Angel and Jean still hover around Toad.

                                  ANGEL
                   Give it up, Toad.

                                  JEAN GREY
                   We don't want to have to hurt you.

                                  TOAD
                   How's a girl like you going to hurt me?

     Toad flings the bumper, missing Jean.  Angel swoops from behind...

     Toad jumps straight up and Angel grasps empty air, coming up
     behind Toad.  Toad lands.  Angel spins in the air, looking back.

     Toad turns, opens his mouth and SQUIRTS SPITTLE from his tongue...

     The black spittle covers Angel's face.  He cries out, flying up.

                                  JEAN GREY
                   Angel!

     Toad leaps at Jean, but she PROJECTS a BLAST of PSIONIC ENERGY to 
     knock him down.  Toad CRASHES through the armored car windshield.

                                  JEAN GREY (CONT)
                   That's how.

     Jean looks up, rising to follow after Angel.

     Cyclops, Beast and Iceman circle Blob, who gets to his feet.

                                  CYCLOPS
                   You should have stayed down.

                                  BLOB
                   I don't think so.

     Beast LEAPS from one side, but Blob backhand SWATS him away.
     Iceman jumps up behind Blob, wraps his arms around his throat.

                                  CYCLOPS
                   Bobby, no...

     Blob struggles, then falls to one knee and bends forward quickly, 
     throwing Iceman into Cyclops.  Both heros tumble.

     Blob turns to see Beast trying to get up.  He goes to Beast and
     lifts him into a bear hug, crushing.  Beast roars in pain.

                                  BLOB
                   You're going to be my great big Teddy
                   Bear, aren't you?  Aren't you?!

     Blob throws Beast to the ground.  Beast gasps, hurt, crawling.

                                  BLOB (CONT)
                   Where you going, Teddy Bear?

     Beast's still crawling when he stops, face to face with two
     massive, iron clad feet.  Beast slowly looks up in horror...

     Juggernaut towers over him, angry eyes peering from his helmet.

                                  JUGGERNAUT
                   X-Men.  I hate X-Men.

     FAR AWAY, HIGH IN THE NIGHT SKY: Angel flies erratically, pulling
     at the gummy Toad spittle.  Jean soars after him.

                                  JEAN GREY
                   Warren... wait for me...

     She catches up to him, grips him.  He struggles, frightened.

                                  JEAN GREY (CONT)
                   It's me, Warren.  It's Jean.

     FAR BELOW, ON A GRASSY FIELD OF LA GUARDIA AIRPORT: Jean brings
     Angel down to the ground, comforts him as she pulls at the goop.

                                  ANGEL
                   It burns, Jean... it burns.

                                  JEAN GREY
                   It's coming off.  You're going to be okay.
                           (looks away, worried)
                   I have to get back, Warren.  I have to.
                   You just stay here.

     Angel nods.  Jean stands, raises her arms and rises up.

     EXT.  THE VAULT (TIME CUT) -- NIGHT

     Jean moves through the air, heading back towards the Vault.

     She lands on the perimeter wall, aghast.  Below, Iceman, Beast and 
     Cyclops are down, wounded, crawling.  The bad guys are gone.  She 
     lowers herself to Cyclops.  Distant HELICOPTERS are HEARD.

                                  JEAN GREY
                   Scott!

                                  CYCLOPS
                   Jean... where were you?

                                  JEAN GREY
                   Angel was hurt.  I'm sorry...

                                  CYCLOPS
                   We have to get out of here... before the
                   police come.  Can you carry us all?

                                  JEAN GREY
                   I think so.  Hold on to me.

     Cyclops does.  Jean holds out her hands, making a great effort.

     Beast and Iceman rise, still stunned and limp, ENVELOPED in a
     MENTAL ENERGY FIELD.  All four X-Men rise up, into the night air, 
     beyond the Vault's walls.  HELICOPTERS are HEARD CLOSER.


     INT.  UNITED STATES SENATE -- DAY

     Senate is in session.  Packed house.  SENATOR CHESTER, a heavy-
     set, charismatic, boisterous speaker, has the floor.

                                  SENATOR CHESTER
                   We've all heard these stories about the
                   mutant problem.  More and more we hear
                   them.  Anyone who watched the news in the
                   last twenty-four hours knows of the man
                   named Cain Marko.  Wears a gigantic suit
                   of armor... calls himself Juggernaut, for
                   good reason, I might add.  For years, he
                   used his incredible powers to rob banks,
                   and he was supposed to be unstoppable.
                   But, someone stopped him.  The National
                   Guard did.  They had him.  They had him,
                   that is, until last night, when he was set
                   free by a group of mutant terrorists.
                   And, according to witnesses, the X-Men
                   were spotted at the scene of the crime.

     INT.  WAR ROOM -- DAY

     On a vast TV SCREEN, C-SPAN's coverage takes over without pause:

                                  SENATOR CHESTER (V.O.)
                   Well, who are these mysterious X-Men?  If
                   they fight for the common good, like some
                   claim they do, then why haven't they come
                   forward to be accounted for under the
                   Mutant Registration Act?  Why is that?

     ON THE TV, there's APPLAUSE from senators.  IN THE dark WAR ROOM, 
     CHARLES XAVIER, bald, handsome, in a wheelchair, watches sadly.

                                  SENATOR CHESTER (V.O.,CONT)
                   My distinguished colleagues, the problem
                   with mutants is they're different...
                   ... but you can't always tell by looking.
                   They don't carry concealed weapons.  They
                   <u>are</u> concealed weapons.  So, I say it's
                   time to seriously consider internment
                   camps for mutants, and mandatory tattoos.
                   Because, without these... without these,
                   who knows where the danger lies?

     "MUTE" appears on the TV screen.  Cyclops enters, now wearing RUBY
     RED SUNGLASSES in place of his visor, in civilian garb.

                                  XAVIER
                   What were we expecting?  We filled the
                   earth with pollutants.  We depleted the
                   ozone... sprayed every chemical imaginable
                   on our food, and now that our progeny
                   begins to show the evolutionary result, we
                   act surprised, as if it were shocking.

                                  CYCLOPS
                   Sir, I... I, uh, wanted to talk to you...
                   about what happened last night.

                                  XAVIER
                   You did your best, Scott.  Leave it at
                   that.  Amends will be made, eventually.

     Cyclops is troubled.  Xavier wheels up to a keyboard, punches
     keys.  The TV IMAGE is replaced by COMPUTER LANGUAGE DATA...

                                  XAVIER (CONT)
                   I finished my latest excursion on the
                   Internet.  The final C.S.S. UNIX code was
                   nearly impossible, but I broke through.  I
                   found what I was searching for...

     ON THE SCREEN: computer generated IMAGES of LOGAN'S SKELETON.

                                  XAVIER (CONT)
                   He's an agent at Canada's Department H.
                   He has the ability to heal almost any
                   injury with unbelievable efficiency, and
                   his bones are coated with adamantium
                   metal, the strongest alloy known to man.

                                  CYCLOPS
                   What are these... on his hands?

                                  XAVIER
                   Retractable claws.  Also adamantium.  His
                   code name is "Wolverine," and if we don't
                   get to him soon... they will.


     INT.  CANADIAN SECRET SERVICE OFFICE -- DAY

     Logan, in a suit, is slumped in a cushy chair, smoking a cigar.

                                  LOGAN
                   Flashbacks are coming more often now.
                   Full of needles and torture.  They're even
                   working their way into my dreams.

     Across the office, JAMES HUDSON, a scholarly-looking man, fills
     out paperwork.  KA-CHUNK -- Logan imbeds his claws in the papers.

                                  LOGAN (CONT)
                   Somehow I don't think you're giving me
                   your undivided attention.

     Hudson calmly looks up.  Logan retracts.  Hudson caps his pen.

                                  HUDSON
                   You're the best agent we've got, Logan.
                   You've served the Prime Minister well...

                                  LOGAN
                   Don't start whistling "Oh, Canada" at me
                   again.

                                  HUDSON
                   Let me finish, ok?  You've been on Hazard
                   Duty a long time, left a lot of damage in
                   your wake and no one's complaining about
                   that.  But, you've earned some nightmares.

                                  LOGAN
                   No... I think these visions are pieces of
                   memories, rattling around in my head.
                           (long pause)
                   I want to know who I am.  I want to know
                   who made me this way.

                                  HUDSON
                   No one knows.

                                  LOGAN
                   Well, I'm starting to find that harder and
                   harder to stomach.

                                  HUDSON
                   You're exactly the way you were when we
                   found you... adamantium claws and all.
                   Out in the wilds of the Buffalo Woods,
                   half-insane... living like an animal.

                                  LOGAN
                   As opposed to the way I'm living now?

                                  HUDSON
                   What dredged this up again?

                                  LOGAN
                   It's just too convenient.  Secret Service
                   stumbles upon me, cleans me up... has
                   their shrinks give me back some of my
                   sanity.  All done out of the goodness of
                   your heart, right, Hudson?  Oh, but,
                   lucky for you, I also happened to be the
                   ultimate killing machine.

                                  HUDSON
                   Look.  Department H has tried to research
                   your background plenty of times and it's
                   always a dead end.  We can't even verify
                   the name "Logan."  What more do you want?

                                  LOGAN
                   Nothing.  I'm quits.  That's all.  I'll
                   see ya in the funny papers.

                                  HUDSON
                   I can't let that happen.

                                  LOGAN
                   Yeah?  What're you going to do about it?
                   You going to push a button on me?

     Logan waits.  No answer.  He exits, shuts the door behind him.


     EXT.  CANADIAN WILDERNESS -- DAY

     Logan, in flannels and jeans, rides his EXTRA-LOUD Harley down an 
     expansive highway, through scenic mountains.

     EXT.  SMALL CANADIAN TOWN -- DAY

     Logan rides slow through this fishing village, studies buildings.
     He stops in front of the "WHITECAP BAR."  The bar has a log-cabin 
     motif, decorated in blobs of white plaster made to resemble snow.

     Logan digs an old photo from his pocket.  It shows the WHITECAP
     BAR, less dirty, less old.  Same place though.

     INT.  WHITECAP BAR -- DAY

     Surprising number of afternoon customers.  Logan sits at the bar.

                                  BARTENDER
                   What can I do you for, friend?

                                  LOGAN
                   I'm hoping you can answer me some
                   questions.  Like, how long's this place
                   been around, the way it is now, with the
                   whole winter wonderland thing going on?

                                  BARTENDER
                   Oh, I'd say... at least fifteen years.

                                  LOGAN
                   You a townie?

                                  BARTENDER
                   Born and raised.

                                  LOGAN
                   And, how many years you put in here?

                                  BARTENDER
                   Say... what's this all about?  You some
                   kind of reporter or something?

                                  LOGAN
                   Well... that's hard to explain.  You want
                   the long story...
                           (holds up TWENTY DOLLARS)
                   ... or the short?

                                  BARTENDER
                           (takes money)
                   I like stories with happy endings.  I been
                   working this dive for about ten years.

                                  LOGAN
                   Okay, good.  Do me a favor... take a hard
                   look at me.  You ever seen me before?

                                  BARTENDER
                           (studies him, pause)
                   No... no, not that I can recall.

                                  LOGAN
                   You sure?  Take your time.  It might've
                   been a while ago.  Maybe years ago.

                                  BARTENDER
                   Sorry, friend, but I think if I'd have
                   seen that face before, I'd remember.

                                  LOGAN
                   It's alright.  It was a long shot.  How
                   about sliding me a bottle of Jack?

     The bartender brings up a bottle.  Logan uncaps it, pours a drink.
     A WAITRESS comes with an order, eyeing Logan.

                                  WAITRESS
                   Now, how is it you and I are going to get
                   to know each other if you're sitting all
                   the way up at the bar like this?

                                  LOGAN
                           (pause, gulps drink)
                   Darlin', you don't want to know me.  You
                   wouldn't like me very much.

     EXT.  WHITECAP BAR -- NIGHT

     Logan starts his cycle.  It roars.  He sits back, sad, looks to
     the Whitecap Bar.  He takes out the photo of the bar, stares at
     it, then <u>bends one corner</u> -- makes a sharp crease.  Pockets it.


     EXT.  CANADIAN FORESTS -- DAY

     Logan rides a dirt trail, headed for a small HUNTING CABIN.

     INT.  LOGAN'S CABIN -- DAY

     Logan sits at a weathered desk.  There's an old SHOEBOX there,
     full of photographs, hundreds.  Logan puts the <u>photo of the</u> ' 
     <u>Whitecap Bar</u> (corner bent) in the box.  He replaces the lid.

     INT.  LOGAN'S CABIN -- NIGHT

     Logan sleeps, shifting, dreaming.  He opens his eyes and sits up, 
     abruptly alert.  He turns his head and sniffs the air.

     EXT.  FOREST -- NIGHT

     Logan moves, stealth-like.  SOMEONE is HEARD ahead.  In the dark,
     a MAN carries some sort of metal contraption.
     Logan leaps to action, runs... tackles the man.  The contraption
     goes flying.

     Logan hits the ground with Cyclops pinned under him.  Logan POPS
     his claws, holds them close to Cyclops' face.

                                  LOGAN
                   Don't move, pretty boy.

     Logan glances to the metal contraption: a folded wheelchair.

                                  LOGAN (CONT)
                   Good thinking.  You're going to be needing
                   that in a minute.

                                  CYCLOPS
                   Mister Logan, I presume.

                                  LOGAN
                   Well, how about you... all calm, cool and
                   collected.

     Logan retracts his claws, puts his fist against Cyclops' throat --
     lets only the claw to the left POP, close to Cyclops' neck.

                                  LOGAN (CONT)
                   That's one...
                           (POPS right claw)
                   That's two.  You want to go for three?

     Logan looks up just as he's PULLED skyward by an AURA of PSIONIC 
     ENERGY and TOSSED to one side.  He tumbles, but comes up in a
     crouch, pissed.  Jean Grey walks to stand beside Cyclops as he
     gets to his feet.  She carries Professor Xavier in her arms.

                                  XAVIER
                   Back down, Wolverine.  We're friends.

                                  LOGAN
                   How do you know that name?

                                  XAVIER
                   I know a great deal about you.  If you
                   want, we'll leave... but we have no
                   quarrel with you.  Quite the contrary, in
                   fact.  We'd like your assistance.

     Logan studies them.  He retracts his claws.

     INT.  LOGAN'S CABIN -- NIGHT

     Jean, Cyclops and Xavier (in wheelchair) are at the kitchen table. 
     Logan sits on his bed, opens a beer.

                                  LOGAN
                   Ain't this comfy cozy... Goldielocks and
                   the Three Mutants.  So, you want me to
                   join your... what'd you call them?

                                  XAVIER
                   X-Men.  So, named because they possess
                   extra powers which ordinary humans do not.

                                  LOGAN
                   And, how'd you manage to find me?

                                  XAVIER
                   I have contacts in the international
                   intelligence community.  But, you
                   understand, I cannot go into details...
                   not till I have your answer.

                                  LOGAN
                   Well, how would this work, exactly?  I
                   mean, the C.S.S. and Department H ain't
                   just going to give me a goodbye kiss.

                                  XAVIER
                   You would disappear.  Your Canadian
                   citizenship would become null and void.

                                  CYCLOPS
                   You'd live in secrecy, the same as us.

     Logan stands, nonchalantly placing his foot on the old shoebox on
     the floor and kicking it under the bed.  Jean notices this.

                                  LOGAN
                   For the good of humanity, you said.
                           (off Xavier's nod, pause)
                   Humanity.  Are we a part of that?

                                  JEAN GREY
                   We are, unless we make the mistake of
                   excluding ourselves.

                                  LOGAN
                   You know, I could really get to liking
                   you, sweetheart.

                                  CYCLOPS
                   You're out of line, Logan.

                                  LOGAN
                   Maybe.  But, then again, I never was much
                   of a team player.  I'm declining the
                   invitation.  Thanks anyway.

     Logan plops down in a ratty easy chair, turns on the television.

                                  CYCLOPS
                   Let's go.  He's a lost cause.

                                  XAVIER
                   Listen to me, Logan.  Many of the tasks
                   you've performed for your country were
                   questionable, not to mention your methods.
                   I'm willing to forgive that... to put past
                   times behind.

                                  LOGAN
                   I don't remember asking forgiveness.

                                  XAVIER
                   You are a murderer by trade.  This is the
                   label which best defines you, isn't it?
                   Murderer.  Or, will you dispute that?

                                  LOGAN
                   No.  But, I can live with it.

                                  XAVIER
                   Can you?  There is a war on the way.
                   Humans against mutants, mutant against
                   mutant... far worse than anyone imagines.
                   And, as battles escalate, you'll be forced
                   to choose, a side.  I'm offering you an
                   opportunity to fight for something far
                   more honorable than a government agenda...
                   without killing.

                                  LOGAN
                   Sorry... the answer's still "no."

     Logan turns his attention back to the television.  Xavier just
     stares at Logan, unblinking.  After a moment, Logan looks at him.

                                  LOGAN (CONT)
                   You can show yourselves out.

     Xavier wheels back, turning to leave.  Jean and Cyclops follow.


     EXT.  SKY -- DAY

     SCREECHING -- a small, PRIVATE JET streaks across the sky.

     INT.  SENATOR'S JET -- DAY

     Luxurious.  Assistants mill about, on cellular phones.  Senator 
     Chester stands, cocktail in hand, reading paperwork.

                                  SENATOR CHESTER
                   No, no, no, this is all wrong.  Who
                   drafted this?  Start from scratch.  Go!

     Chester throws the papers, drains his drink, then rattles the ice.

                                  SENATOR CHESTER (CONT)
                   Heeellllo... I'm dry here.

     EXT.  SKY -- DAY

     The Senator's jet soars.  Higher up, a SECOND JET flies into view.

     INT.  SECOND JET -- DAY

     On the cockpit floor, a PILOT lies unconscious, tied up.  Toad is
     in the pilot seat, in an oxygen mask.  He looks back to the cabin, 
     gives thumbs up.  Blob stands by the open door, fingers crossed.

     EXT.  SECOND JET -- DAY

     Blob sticks his head out.  The Senator's jet is below and behind.
     Blob swallows.  He leaps out, yelping...

     Free falling.  Blob tumbles through the air, a blubber projectile.

     INT.  SENATOR'S PLANE -- DAY

     Senator Chester sits down.  WHHOOOOMP!! -- the plane lurches 
     violently.  Senator Chester's cocktail spills.  He's furious.

                                  SENATOR CHESTER
                   What in tarnation... ?
                           (looks out window, aghast)
                   There's an enormous fat man on the wing!

     EXT.  SENATOR'S JET -- DAY

     Blob is barely hanging on.  He grips tight with one hand, PUNCHES
     a HOLE in the wing.  Jet fuel spews.

     INT.  SENATOR'S JET -- DAY

     Senator Chester backs away from the window, panicky.  He pushes
     an aide aside, sits again and frantically fastens a seatbelt.  He
     puts his head between his legs, keeping it there.  FROM INTERCOM:

                                  PILOT (V.O.)
                   ... Um, excuse me, gentlemen... this is
                   your pilot.  We have a bit of a problem...

                                  CO-PILOT (B.G.,V.O.)
                   We're all going to die!

                                  PILOT (V.O.)
                   Shut up!

                                  SENATOR CHESTER
                   What am I doing!?  This is madness!

     Senator Chester tries to stand, realizes his seatbelt's on.  He
     pulls it open, bolts down the aisle.  The ENGINE is HEARD
     STRAINING.  Senator Chester reaches the cockpit door and throws it 
     open.  IN THE COCKPIT, the PILOT and CO-PILOT argue heatedly.

                                  SENATOR CHESTER
                   Parachutes!  Where are the parachutes?

                                  PILOT
                   Sir... get back to your seat!

                                  SENATOR CHESTER
                           (grabs pilot, shaking him)
                   Parachutes, man!  We need parachutes!

     EXT.  SENATOR'S JET -- DAY

     The wind-blown Blob is beating the wing.  It's bent out of shape.
     Blob hoots with pleasure as the jet begins to spin.  He lets go of
     the jet, soars away into open sky...

     As he falls, Blob looks back to the SCREAMING jet, which spirals 
     downward, smoking, out of control.  Blob claps like a happy child.

     INT.  SUBURBAN HOME, LIVING ROOM -- DAY

     A SUBURBAN MAN is on his couch, watching FOOTBALL on TV.  He
     cheers a play, then picks up a plate and walks out of the room.

     INT.  SUBURBAN HOME, KITCHEN -- DAY

     Suburban Man comes to a cutting board to slice himself another
     hunk of a submarine sandwich.  Suddenly, a loud KA-BOOM is HEARD
     from the other room.  Suburban Man is thrown to the floor as the 
     kitchen SHUTTERS around him.  Walls crack.  Windows break.

     Shelves dump their contents.  The BOOM reverberates.  Then,
     relative quiet returns.  Suburban Man looks up, terrified.

     INT.  SUBURBAN HOME, LIVING ROOM -- DAY

     Suburban Man enters, scared, clutching the sandwich in his fist.
     The living room is ruined.  There's a huge HOLE in the CEILING.
     Below that, there's a big crater full of debris where the couch
     used to be.  Blob's crawling out from the crater.

     Blob stands, coughing, trying to dust off.  He sees Suburban man
     and sheepishly tries to straighten his hair, backing away.  Blob
     opens the door, gives one last embarrassed look, and exits.

     Suburban Man is left dumbfounded.


     EXT.  FOREST, JET CRASH SITE -- NIGHT

     Wreckage and burnt forest.  Lots of investigative activity.
     GYRICH, a stern man in military-issue glasses and a crew cut,
     stands looking at the jet's severed, Blob-beaten wing.  Gyrich
     turns, walks to meet an arriving Range Rover.  He opens the door.
     Tan Man and Pale Man, in their sunglasses and angry, are inside.

                                  GYRICH
                   Get out.

                                  PALE
                   Who's in charge here?

                                  GYRICH
                   That'd be me.

                                  PALE
                   Yeah, well, what gives you the right to
                   drag us out here into the boondocks
                   without a word of explanation?  Huh?  You
                   think you can strong-arm us, tough-guy?

                                  GYRICH
                   Do you realize you're speaking to a
                   superior officer of the National Security
                   Council?

                                  PALE
                   No, actually I didn't, since you haven't
                   even bothered to show us any i.d.

     Gyrich looks a little annoyed, but smiles, nodding.

                                  GYRICH
                   Let me rectify that.

     Gyrich reaches into his pocket.  He takes his hand out, holds it
     up and <u>turns it to show it's empty</u> -- SLAPS Pale Man's face, hard.

                                  GYRICH
                   There's my identification, soldier.  And,
                   if I hear another peep out of you before I
                   give you permission to speak, I'm going to
                   knock both your heads together so hard
                   you're each going to end up with the other
                   guy's childhood memories.  Got it?  Is
                   that clear?  Just nod if you understand.

     Pale Man and Tan Man, stunned into silence, nod.

                                  GYRICH (CONT)
                   Good.  Now, I have some business to finish
                   up, but when I'm done, you're going to
                   tell me about the mutants you ran into at
                   that freak show, and you're going to tell
                   me in such excruciating detail that I'll
                   feel like I was with you.  Except, if I
                   had been, I wouldn't have let a bunch of
                   filthy muties beat the crap out of me.

     An earnest, young AGENT comes over with a cellular phone.

                                  AGENT
                   Mister Gyrich.  Trask on the line.

                                  GYRICH
                   Why don't you two take a seat on that log
                   there and start collecting your thoughts.
                   I Ill get back to you when I feel like it.

     Gyrich walks away, taking the phone and shouting into it.  Pale
     Man and Tan Man look at each other.  Pause.  They walk over to the
     log and sit down, dejected.  Pale Man rubs his red cheek.


     EXT.  CANADIAN LAKE -- DAY

     Logan is on an outcropping of rock, staring at the lake.  Hudson
     comes from foliage, irritated, pulling burrs out of his suit.

                                  LOGAN
                   Hey there, Hudson.  Looking for me?

                                  HUDSON
                   How you can stand living around all these
                   trees and dirt, it's beyond me.  I know
                   you claim to have quit... but you might
                   like to see this.  It came in on one of
                   our ghost channels.  A request for a
                   meeting, addressed to you, and it's not
                   hard to figure out who sent it.

     Hudson hands over a YELLOW PAPER.  Logan reads, getting angry.

                                  HUDSON (CONT)
                   Department H still considers him absent
                   without leave.  We want him back.

                                  LOGAN
                   I'm in... but, only if I go alone.  No
                   back-up.  No extraction team.

                                  HUDSON
                   I figured as much.  You know, he's
                   probably counting on that.

                                  LOGAN
                   How would you like him?  Alive or dead?

                                  HUDSON
                   Use your discretion.

                                  LOGAN
                   I'll do that.  I'll use my discretion.

     Logan tosses the sheet of paper in the air, POPS claws, swings...

     Four cut strips of paper float onto the lake's placid surface.


     INT.  NIAGARA FALLS RESTAURANT -- NIGHT

     High-class restaurant.  Busy.  CLASSICAL MUSIC PLAYS.  At the 
     entrance, Logan, well dressed, searches the crowd.

                                  MAITRE D'
                   Do you have a reservation, sir?  Sir?

     Logan spots what he came for.  He walks.  One wall of the dining
     room is comprised of windows affording a spectacular view of the 
     HORSESHOE FALLS at night.  Logan reaches a table occupied by 
     Sabretooth.  These two hate each other lots.

                                  SABRETOOTH
                   Logan.  Grab a seat.  We need to talk.

                                  LOGAN
                           (sits, wary)
                   How's the mercenary business these days,
                   Creed?  Assassinate any good foreign
                   dignitaries lately?

                                  SABRETOOTH
                   Actually, I been monogamous for a while
                   now.  Working on a sort of a... crusade.

                                  LOGAN
                   Isn't that special?

     A WAITER approaches timidly.  He puts a plate down in front of 
     Sabretooth.  A completely raw steak, with garnish.

                                  WAITER
                   Your... um, steak, sir.

     The waiter splits.  Creed cuts the meat with a forefinger claw.

                                  SABRETOOTH
                   Hope you don't mind I ordered without you.

                                  LOGAN
                   Nah.  Seeing you again, I doubt I'd be
                   able to keep solid food down.

                                  SABRETOOTH
                   Now, what kinda way is that to talk to
                   your old spying partner?  We been through
                   a lot together, you and me.

                                  LOGAN
                   We worked together, but we were never
                   partners.

                                  SABRETOOTH
                   If looking at it like that makes you feel
                   better, fine.  But, I been sent to ask if
                   you want to team up again.  See... a bunch
                   of us got something going.  It's called
                   the Brotherhood...
                   ... kind of a pussy name if you ask me,
                   but anyway, we're about to be putting a
                   big hurt on a lot a people.

                                  LOGAN
                   I'm not interested, okay?  So, that's all
                   of that, right?  You done jawing?

                                  SABRETOOTH
                   Sure am.

     Logan stands, takes off his jacket, starts rolling his sleeves up.

                                  LOGAN
                   You know, there's not a day goes by I
                   don't think about how much I'd like to
                   take you out.

                                  SABRETOOTH
                   Hey, I was only fulfilling an obligation
                   there.  I'm glad you said no.  Cause now I
                   got an altogether different obligation to
                   stomp you into the ground.  I've been
                   hating you so long, I can't even remember
                   what started it.

     As he talks, Sabretooth takes off his cowboy boots, revealing feet 
     with long-clawed toes.  Logan takes off his tie.

                                  LOGAN
                   I know what started it for me.  You
                   murdered the only woman I ever loved.

                                  SABRETOOTH
                   Hah, that's right.  Now, why did I snuff
                   her again?  Oh, yeah, I remember... didn't
                   really have a reason... I did it for fun.

     SNICKT -- Logan's claws shoot out as he lunges...

     Sabretooth tips back his chair, hits the floor and does a backward 
     somersault.  Logan misses, knocking over the table and slamming
     his claws into the floor.  Sabretooth springs to his feet, takes
     the napkin from around his neck and tosses it aside, ready.

                                  SABRETOOTH (CONT)
                   Step right up.

     Logan pulls his claws free, advances.  Dinner-goers are freaked, 
     starting a panicked rush for the door.  WOMEN SCREAM.  Sabretooth
     and Logan circle, then attack, grappling.  Sabretooth holds
     Logan's wrists to avoid claws, shifts his weight and throws...

     Logan hits the wall, falls to the floor.

     Sabretooth grabs a sharp steak knife, throws it.

     Logan ducks to one side -- THUNK -- the knife imbeds in the wall. 
     Logan charges towards Sabretooth, but Sabretooth leaps up onto a 
     table.  Logan slashes at him, missing.  Again and again, Logan
     swings and misses, chopping tables and chairs to pieces...

     Sabretooth keeps avoiding, leaping from table to table.
     He's amazingly adept, keeping his balance even as he leaps from
     chair back to chair back.  Logan's getting furious, flailing.

                                  LOGAN
                   Hold still, ya freak!

     Logan whiffs as Sabretooth leaps and kicks him across the face.

     Logan goes sprawling.  He struggles to get up, but falls to his
     knees, gripping his head, crying out in pain...

     <u>FLASHBACK</u> -- LOGAN'S MEMORY

     FROM BLACKNESS, a RUSHING SOUND, like a FREIGHT TRAIN.  <u>P.O.V.</u>
     IMAGES APPEAR, MOVING THROUGH an INDUSTRIAL CORRIDOR, fast,
     passing metal doorways, searching.  ROUNDING a CORNER... ahead are 
     high-tech MILITARY MEN in strange uniforms.  The Military Men look 
     this way, alarmed, pointing, raising automatic weapons...

     BACK TO SCENE, IN THE RESTAURANT

     Logan's still wrapped up in the flashback.  Across the room,
     Sabretooth grasps an espresso machine, yanks it out of the wall...

                                  SABRETOOTH
                   Anyone for an after dinner espresso?

     Logan throws his head back and opens his eyes, released by the
     vision.  He looks towards Sabretooth just as Sabretooth throws...

     Logan dodges.  The espresso machine SMASHES, barely missing.

     Logan leaps onto the buffet table, moving.  There's a large ICE 
     SCULPTURE there.  Logan slices off a huge chunk...

     He heaves it.  Sabretooth runs, but the ice chunk CLOBBERS him,
     knocks him down.  Sabretooth's dazed.  Logan leaps down and closes
     in, SCRAPING his claws together.

                                  LOGAN
                   Say goodnight, Gracie.

     Logan brings one hand back for the kill, but several spoons fly
     over - CLINK, CLINK - and attach to his claws.  Logan looks...

     Silverware leaps from everywhere, drawn to his claws.

     CLINK, CLINK, CLINK -- hundreds of knifes, forks and spoons.
     Logan tries to shake them, but his claws are useless, heavy.

     In a corner of the room, one final patron has remained, seated <u>in</u>
     <u>shadows</u>.  He stands into light.  It's Magneto.

                                  MAGNETO
                   You should have joined us, Wolverine.
                   What a pitiful waste of talent.

     Logan sees Sabretooth getting up and moving in for the kill.
     Logan lets out a HOWL of rage, runs ahead, SLAMS into Sabretooth.
     They both SMASH through one of the plate glass windows...

     EXT.  NIAGARA FALLS, HILLSIDE -- NIGHT

     The RAGING SOUND of the HORSESHOE FALLS is DEAFENING.  Logan and 
     Sabretooth fall, surrounded by shards of broken glass and cutlery. 
     They hit a steep, rocky hillside, tumbling down...

     WHOOMP -- they finally land on a rail-bordered ledge.  It's a
     SCENIC LOOK-OUT POINT, very close to the falls.  They're both in
     bad shape.  Sabretooth is the first to rise.  Mist sprays down.

                                  SABRETOOTH
                   You're too much, shrimp.  Trying to kill
                   me... you almost killed yourself.

     Sabretooth picks Logan up, lifts him over his head in both hands.

                                  SABRETOOTH (CONT)
                   Silly me... did I say almost?

     With a grunt, Sabretooth throws Logan's body over the rail.

     Logan's body drops... disappears into the raging fury of Niagara.


     EXT.  X-MANSION -- NIGHT

     <u>INSERT TITLE</u> -- UPSTATE NEW YORK, SALEM CENTER

     It's raining hard.  Lightning illuminates the X-Mansion, an
     expansive, two-winged brick structure.  The sign at the top of the 
     circular drive reads "XAVIER INSTITUTE FOR HIGHER LEARNING."

     INT.  X-MANSION 2ND FLOOR, BEAST'S LIVING QUARTERS -- NIGHT

     Beast, in reading glasses, upside down, clings to ceiling-mounted 
     "monkey-bars" with his feet, reading "TO KILL A MOCKINGBIRD."

     INT.  X-MANSION 2ND FLOOR, ANGEL'S LIVING QUARTERS -- NIGHT

     Angel sleeps on his stomach, shirtless, his wings spread wide.

     INT.  X-MANSION 2ND FLOOR, XAVIER'S LIVING QUARTERS -- NIGHT

     Xavier is at a worktable, using a soldering iron to do delicate
     work on a bread-box sized, ANTENNAED DEVICE.  He looks tired.

     INT.  X-MANSION SUB-BASEMENT, WAR ROOM -- NIGHT

     Iceman (human form) is asleep at a SECURITY STATION of TV and
     radar screens.  An ALARM SOUNDS loudly.  Iceman awakens, startled.
     He stands, ICE FORMING rapidly on his skin, TRANSFORMING him to
     his ICY PERSONA as he punches buttons and studies screens.

     INT.  X-MANSION 2ND FLOOR, XAVIER'S LIVING QUARTERS -- NIGHT

     ALARM.  Xavier looks up, worried, wheels quickly across the room
     into an elevator.  The doors shut.

     EXT.  X-MANSION GROUNDS, LAWN -- NIGHT

     A small door pops open in a LAWN ROCK and a RADAR MAST rises up, 
     starts shifting back and forth, scanning and BEEPING.

     EXT.  X-MANSION, 2ND FLOOR WINDOW -- NIGHT

     ALARM.  A window is thrown open.  Angel climbs out and leaps.
     He spreads his wings and soars into the rainy sky.

     INT.  X-MANSION SUB-BASEMENT, WAR ROOM -- NIGHT

     ALARM.  Elevator doors open and Xavier enters, wheeling to Iceman.

                                  XAVIER
                   What have we got, Robert?

                                  ICEMAN
                   The thermal sensors and radar are going
                   crazy, but they're being taken out before
                   they can cross-reference.  Watch...

     Iceman points to a radar screen.  It shows an erratic BLIP heading
     towards the screen's center.  Then the SCREEN GOES DEAD.

     EXT.  X-MANSION GROUNDS, LAWN -- NIGHT

     At the rock, the RADAR MAST has been ravaged, innards exposed.

     INT.  X-MANSION 2ND FLOOR, LIVING QUARTERS HALLWAY -- NIGHT

     ALARM.  A long hallway.  Beast runs down the hall.  Cyclops comes
     out a door, adjusting his visor.  He waits till Beast is past,
     making sure the coast is clear, then ushers Jean Grey out.

     EXT.  X-MANSION GROUNDS/FRONT-GATE -- NIGHT

     Angel lands gracefully and runs.

     He sees that the wrought-iron of the Institute's main gate has 
     been SLASHED open.  Angel goes to an INTERCOM on the gate pillar.

                                  ANGEL
                           (into intercom)
                   This is Angel.  I'm at the front gate.
                   The perimeter's definitely been breeched.

     EXT.  X-MANSION FRONT DOOR -- NIGHT

     ALARM.  HEAVY BOLTS are HEARD CLUNKING.  The doors swing open. 
     Cyclops, Beast and Jean Grey step out, ready for battle.

     INT.  X-MANSION SUB-BASEMENT, WAR ROOM -- NIGHT

     Iceman and Xavier continue monitoring.  Suddenly, the PITCH of the 
     ALARM CHANGES and the entire War Room is bathed in red light.
     Xavier looks, then sits back in his chair and shuts his eyes...

                                  XAVIER (V.O.)
                           (PROJECTING his thoughts)
                   <i>Jean... can you hear me?</i>

     EXT.  X-MANSION FRONT DOOR -- NIGHT

     Beast, Cyclops and Jean Grey fanning out across the drive when
     Jean turns her head, responding to Xavier, also PROJECTING.

                                  JEAN GREY (V.O.)
                   <i>I'm here, Professor.</i>

                                  XAVIER'S VOICE (V.O.)
                   <i>The intruder has entered the mansion.</i>

     Jean heads back toward the mansion, shouting to Beast and Cyclops.

                                  JEAN GREY
                   Scott, he's inside the house.

     EXT.  X-MANSION GROUNDS/FRONT GATE -- NIGHT

     Angel pushes through the remains of the gate, peering forward. 
     Lightning illuminates a Harley Davidson motorcycle parked ahead.

     INT.  X-MANSION, FRONT DOORS -- NIGHT

     Jean runs into the foyer and halts, looking up in shock just as
     Beast and Scott arrive to back her up.

                                  JEAN GREY
                   Logan.

     Logan sits at the top of the broad, central staircase.  He's still
     in the clothing Sabretooth ruined, soaked, hurt bad.  The entire
     right side of his face is swollen and badly bruised.

                                  LOGAN
                   Your security system could use some
                   improvements.

     He stands, weak, keeping his hand on the rail, tossing a duffel
     bag off his shoulder.  He takes a step down, but blacks out and 
     tumbles.  Jean Grey comes to catch him, cradles his battered form.

                                  LOGAN (CONT)
                   ... nice catch...

                                  JEAN GREY
                   What happened to you?

                                  LOGAN
                   Bad things, darlin'... bad things.

     LOGAN'S DREAM -- LOGAN'S MEMORIES

     <u>P.O.V.</u> FROM UNDERWATER, as before, through a tangle of wires, 
     blood tubes, and bubbles; like from within an aquarium to the
     outside world.  FIGURE in a lab coat passes, warped and made 
     unrecognizable by the water and glass.  It FADES TO BLACKNESS...

     FROM BLACKNESS, a RUSHING SOUND, like a FREIGHT TRAIN.  <u>P.O.V.</u>
     IMAGES APPEAR, MOVING THROUGH an INDUSTRIAL CORRIDOR, fast,
     passing metal doorways, searching.  ROUNDING a CORNER... ahead are 
     high-tech MILITARY MEN in strange uniforms.  The Military Men look 
     this way, alarmed, pointing, raising automatic weapons...

     <u>P.O.V.</u> CHARGES straight at Military Men, heedless of the guns, 
     PICKING UP SPEED, into the BRIGHT, RAPID GUNFIRE.  Everything goes 
     pale.  Then, BLINDING WHITENESS.

     FROM WHITENESS... a different type of image blooms... <u>P.O.V.</u> of a
     FIELD OF FLOWERS.  Peaceful.  Colors so clear.  Even as the <u>P.O.V.</u>
     TURNS: FLOWERS EVERYWHERE, with sky and mountains beyond.

     INT.  X-MANSION, WOLVERINE'S LIVING QUARTERS -- NIGHT

     Logan sleeps, shirtless, still baring his massive wounds.  <u>TIME</u>
     <u>CUT</u> to LATER NIGHT... as Logan sleeps, he HEALS...

     TIME CUT, LATER NIGHT... Logan's face is less swollen.  His torso
     is almost completely healed, but covered in many thick scars.
     TIME CUT, LATER NIGHT... morning.  Logan is whole.  No scars.


     INT.  X-MANSION, VARIOUS ROOMS, LIBRARY, HALLWAY -- DAY

     Xavier leads Logan through the vast library, into a hall.


                                  XAVIER (CONT)
                   The dining rooms, kitchen and parlor are
                   found in the other wing.  As you can see,
                   everything on this floor and above has
                   been designed to be viewed by the general
                   public.  As far as they know, this is
                   merely a school for gifted students.

     They reach an elevator and enter it.  As the door close:

                                  XAVIER (CONT)
                   The sub-basements, however, are an
                   entirely different matter.

     INT.  WAR ROOM -- DAY

     The vault-like door opens.  Xavier and Logan enter.  For the first 
     time we see the War Room's full glory.  There are many futuristic, 
     multi-screened computer stations.

                                  XAVIER
                   The War Room.  We've tapped into NORAD
                   Central Command, the F.B.I. and C.I.A...
                   even your Department H.  All civilian,
                   military, and police data is harvested,
                   twenty four hours a day.

                                  LOGAN
                   I hope you don't expect me to learn Word
                   Perfect.
                           (pause, looking around)
                   Why are you trusting me... showing me all
                   your secrets right off the bat?

                                  XAVIER
                   Trust is the only thing of any value I'm
                   showing you.  You already know the one
                   piece of information that could hurt the
                   X-Men most.  Our location.

                                  LOGAN
                   Now that you mention it, how did I know
                   that?  I mean, I came right here...

                                  XAVIER
                   The night we met, I planted it in your
                   mind, hidden away with a memory trigger
                   attached.  So, the moment you decided to
                   accept my offer, the trigger was activated
                   and the information was revealed to you.

                                  LOGAN
                   You did that, without me even knowing.

                                  XAVIER
                   And, I do apologize.  Normally I feel such
                   uninvited intrusions are wrong, but I felt
                   I had no choice.  As a telepath, I face
                   innumerable moral dilemmas every day.  You
                   can only begin to imagine.  Right now, for
                   example, I could read your every thought
                   with ease... if I choose to.

     Logan ponders this as Xavier wheels to a security door.

     INT.  CEREBRO CHAMBER -- DAY

     The door rises.  A high-tech chair sits surrounded by controls, 
     beneath a techno-amazing CEREBRO HELMET attached to a swing arm.

                                  XAVIER (CONT)
                   This is Cerebro.  Its sensors constantly
                   sweep the globe, piggy backing existing
                   satellite projections.  By linking with
                   it, I have the ability to detect the
                   unique waves of psionic energy emitted by
                   super humanly powerful mutants.

     Xavier hits some keys: producing a 3-D HOLOGRAPHIC MAP of N.Y.C.
     in the air.  Wispy SIGNALS of RED ebb and flow across it.

                                  XAVIER (CONT)
                   It unfortunately cannot specify exact
                   locations.  However, I have recently
                   discovered an unusual gathering of mutants
                   in and around New York City.

                                  LOGAN
                   The Brotherhood... and Sabretooth.  Who's
                   running that road show, anyway?  Who's the
                   guy who turned me into a giant magnet?

                                  XAVIER
                           (troubled pause)
                   The time will come for this discussion.
                   Till then, I have to ask you not to
                   mention that incident to the other X-Men.

     INT.  X-MANSION, DANGER ROOM CONTROL ROOM -- DAY

     Another technological wonderland.  Beast is in the control chair, 
     working controls.  Jean Grey and Cyclops flank him.  We can't see
     what they're looking at through the large, VIEWPORT WINDOW.

                                  JEAN GREY
                   Not bad.

                                  BEAST
                   Not bad at all.

                                  CYCLOPS
                   Not good enough.

     Xavier and Logan enter.  Angel, seated, takes his nose out of his
     Wall Street Journal and stands.  Jean and Cyclops turn.

                                  XAVIER
                   Logan... you've already met Jean Grey, and
                   our team leader, Scott Summer, or Cyclops.
                   And, this is Warren Worthington the Third.
                   Nicknamed Angel, for obvious reasons.

     Angel, rather snobbish, shakes hands, looks like he'd rather not.

                                  LOGAN
                   Worthington, huh?  As in Worthington Industries?

                                  ANGEL
                   I'm Chairman and principal stockholder.

                                  LOGAN
                   How does a mutant manage that?

                                  ANGEL
                   In this age of teleconferencing and fax
                   machines, it's not too hard.

                                  XAVIER
                   This busy gentleman over here is Henry
                   McCoy.  Biochemist and genetic researcher
                   extraordinare, otherwise known as Beast.

                                  BEAST
                   A distinct pleasure meeting you.  I'd
                   shake hands, but I don't have a free one.

                                  XAVIER
                   Beast is putting our young Iceman, Robert
                   Drake, through his paces.
                           (to Logan, of viewport)
                   Come look.  We call this the Danger Room.

     Logan comes to the viewport, looking into a positively enormous
     room.  The dented, greasy, burnt, metal walls and ceiling of the 
     DANGER ROOM are covered in irregularly shaped geometric sections 
     formed by the seams of trap doors, hidden compartments, hinges,
     gun barrel holes and slightly jutting sensors.  Iceman, dwarfed by
     the room, runs for his life, dodging LASER BEAMS.

     IN THE DANGER ROOM, Iceman sprints, LASER BEAMS ZIPPING past.  He
     looks back over his shoulder.  KACHUNG -- a metal WALL suddenly
     juts up from the floor and the oblivious Iceman slams into it.

     Iceman rolls, still under fire.  He places his palms on the floor.
     A PILLAR OF ICE forms under his hands, growing, shooting quickly
     up into the air, carrying him.

     Across the room, LASER CANNONS in the wall shift to retarget.

     At the top of the still forming ice pillar, Iceman FIRES back at
     the cannons with jagged ICE PROJECTILES, disabling them.  Iceman
     lets out a laugh.  Below, a panel whips opens in the wall...

     A BATTERING RAM shoves out and SHATTERS the pillar in the middle.
     Iceman cries out as he falls.  He points with both hands...

     On the floor, a crude ICE SLIDE morphs into existence.  Iceman
     hits it near the top and slides through to slow his fall.  The
     slide spits him out the bottom.  He slides across the floor.

     Iceman comes to a stop.  In front of him, a trap-door slams open
     and a menacing FIRE CANNON rises on pistons, targeting.  The
     cannon SHOOTS a FLAME, engulfing Iceman before he can crawl away.
     A BLARING HORN SOUNDS and the fire cannon lets up, then withdraws
     into its hiding place.  Iceman's sharp edges have melted.

                                  XAVIER (V.O.)
                           (from LOUDSPEAKER)
                   That's enough for today, Robert.

     Iceman reforms his melted edges, pounds the floor in frustration.

     IN THE D.R. CONTROL ROOM, Xavier lets his finger off the intercom 
     button.  Cyclops watches Iceman exit the Danger Room below.

                                  BEAST
                   A disappointing score for Bobby Drake,
                   ladies and gentlemen.  If only he could
                   have landed that triple axle.

                                  CYCLOPS
                   Alright, Beast, alright.  We all know he
                   needs lots of practice.

                                  JEAN GREY
                   He has to learn to react quicker.

                                  BEAST
                   More quickly, actually.

                                  XAVIER
                   He will.  See to it, Scott.  Spend some
                   extra time with him.

     Cyclops nods.  Xavier looks to Logan.

                                  XAVIER (CONT)
                   So... what do you think?

                                  LOGAN
                   It looks fun.  When's my turn?

                                  CYCLOPS
                   It's not fun, Logan.  It's for real.  I
                   doubt you're ready for it.

                                  LOGAN
                   Hey, I'm for real too, Cyke, so it's a
                   perfect match.  Or, didn't your mommy
                   teach you to share your toys?

                                  CYCLOPS
                   You don't know anything about the D.R.
                   except what you just saw.  You go in now,
                   you're just going to get yourself killed.

                                  LOGAN
                   Well, why don't we let the big man decide?

     Logan and Cyclops look to Xavier.

     INT.  THE DANGER ROOM (TIME CUT) -- DAY

     D.R. doors open.  Logan enters.  Doors slam.  Logan walks to the 
     center.  SNICKT -- he pops claws, looks up at the control room.

                                  CYCLOPS (V.O.)
                   You still want to do this?

     Logan looks all around, retracts and extends his claws on both 
     hands... 1,2,3, 1,2,3, 1,2,3, like impatient, drumming fingers.

                                  LOGAN
                   I'm waiting.

     THREE TONES are HEARD.  Then, four irises in one wall open
     quickly.  PHUT - PHUT - PHUT -- leather MEDICINE BALLS are fired. 
     Logan runs, missed by several, but one medicine ball WRACKS him in
     the small of his back and knocks him down.

                                  CYCLOPS
                   Last chance to change your mind.

                                  LOGAN
                   Shut your cake-hole.

     Logan stands.  CLANK -- up pops the FIRE CANNON.
     Logan runs straight at it, leap-frogs over just as it BLASTS.

     Ahead, three long, multi-sectional ARMS fly up from the floor.
     Spider legs with sharp SWORD TIPS.  They swing and jab at Logan,
     but he ducks and dodges.  The swords whistle as they swipe.  Logan 
     blocks them with the backs of his claws, then ducks and runs...

     He CHOPS two of the arms down as he passes.  The third arm
     retracts.  Logan searches for the next threat.

     High above, a mini MISSILE LAUNCH RACK reveals itself.

     Logan books.  Mini-missiles EXPLODE behind him.  Ahead, a semi-
     circular wall jumps up, creating a dead end.  Logan does not slow, 
     leaps, kicks off the wall with one foot and repels, running the
     other direction without missing a step.

     Logan runs to the wall ahead and flattens against it.  He looks
     up.  The missile launcher is directly above.  It stops firing,
     WHIRRING as it tries to target.  It can't make the angle.

     Logan smiles, but that smile wipes away as the wall he's pressed 
     against starts slowly tipping towards him.  Logan runs.  A big
     section of the wall is falling like a ten ton domino.  Logan gets
     out from under as the wall SLAMS flat with a THUNDEROUS BOOM.

     Logan slides to a stop, looks back up at the viewport, cocky.

                                  LOGAN
                   You'll have to do better than...

     Logan looks up.  Uh oh. A spiked, metal RAM ARM hurtles down.
     Logan dives away as the ram POUNDS.  The ram retreats.

     The floor opens in front of Logan, and he is momentarily eye to
     eye with a DRONE ROBOT.  Logan gets up.  The bizarre, lanky drone-
     bot rises into full view as the platform bringing it locks in
     place.  Logan looks behind him.  How about that?  FOUR other
     DRONE-BOTS arrive similarly.  Logan backs up, claws ready.

     The drone-bots attack with buzz-saw hands and serrated fingers.
     Logan kicks one.  Another drone-bot strikes, sends Logan flying.

     Logan lands hard, his shoulder cut up pretty bad.

     IN THE D.R. CONTROL ROOM, Xavier and the rest of the X-Men watch.

                                  CYCLOPS
                   I'm shutting it down.

                                  XAVIER
                   No.  Let him continue.

     IN THE DANGER ROOM, Logan stands, furious.  The drone-bots are
     coming.  Logan goes to meet them with a cry of rage.
     He swings, cutting into the drone-bots as they try to counter.

     Drone-bot pieces fly to the Danger Room floor.

     Logan cuts one drone-bot in half, grabs another drone-bot's arm,
     cuts it off.  A drone-bot buzz-saw SLICES Logan's back with a
     glancing blow, but Logan turns and IMPALES the drone-bot's head.

     Logan keeps swinging, RIPPING, SHREDDING, SMASHING, BASHING.

     IN THE D.R. CONTROL ROOM, Cyclops is amazed, a little frightened.

                                  CYCLOPS
                   My God...

     IN THE DANGER ROOM, Logan tosses the last drone-bot, breathing
     hard, calming.  The HORN BLARES.  Pause.  Logan looks up.

                                  LOGAN
                   I'm going to Disneyland.


     INT.  X-MANSION, XAVIER'S QUARTERS -- NIGHT

     Cyclops broods by the window.  Xavier's in his wheelchair.

                                  CYCLOPS
                   He's not one of us.

                                  XAVIER
                   You must have patience.

                                  CYCLOPS
                   Besides his... his berserker instincts...
                   putting that aside for a moment, we still
                   both know the only reason he's here is to
                   get another crack at Sabretooth.

                                  XAVIER (CONT)
                   Wolverine is an X-Man now, Scott.  Like
                   you, or Iceman... any of you.  One by one,
                   you came to me, or I sought you out.  And
                   now that Logan has come, he is just as
                   deserving of chance to learn to control
                   his abilities.  We need him, and although
                   he may not know it yet... he needs us.


     INT.  X-MANSION, INDOOR SWIMMING POOL -- NIGHT

     Jean Grey swims laps in the pool.  She crosses under the diving
     board, turns and swims back.  At the other end, she climbs out.

                                  LOGAN (O.S.)
                   Nice night for a dip, sweetheart.

     Jean's startled.  Logan's on the diving board, smoking a cigar.

                                  JEAN GREY
                   What can I do for you, Logan?

                                  LOGAN
                   You're doing it.

     She does look good in her bathing suit.  Jean motions.  Her towel,
     far away, leaps into the air and comes to her.  She covers up.

                                  LOGAN (CONT)
                   Aw... you don't have to be shy around me.

                                  JEAN GREY
                   Let me explain something, before you try
                   to take this relationship beyond the
                   leering stage...

                                  LOGAN
                   I know... you already got a boyfriend.  A
                   certain fella goes by the name of Cyclops.
                           (off her confusion)
                   That night in my cabin, I could smell your
                   lipstick on pretty-boy's breath.  So,
                   either you two had been smooching it up,
                   or he was borrowing your shade.  But, it
                   doesn't bother me.  It's a woman's
                   prerogative to change her mind.

                                  JEAN GREY
                   Good night, Logan.  Sleep tight, don't let
                   the bed bugs bite... as if they'd try.

                                  LOGAN
                   What's your hurry?

                                  JEAN GREY
                   Something about being alone in a room with
                   you makes me uneasy.

                                  LOGAN
                   That's my animal magnetism.

                                  JEAN GREY
                   No, it's fear.

                                  LOGAN
                   Afraid you're going to fall in love.

                                  JEAN GREY
                   Afraid you're a lunatic.

                                  LOGAN
                   Crazy for you.

     Jean Grey just shakes her head and exits.  Logan's alone.

                                  LOGAN (CONT)
                   Logan... you are a heel.

     Disgusted with himself, he chucks his cigar into the pool.


     INT.  X-MANSION, CYCLOPS' LIVING QUARTERS -- NIGHT

     Jean Grey is on the bed, drying her hair with her swim towel.  She 
     stops, stares at the wall, thinking.  Cyclops (sunglasses) comes
     from the bathroom in a robe.

                                  CYCLOPS
                   What's the matter?

                                  JEAN GREY
                   Hm?  Oh, nothing.
                           (pause, sees his doubt)
                   Really.  Just thinking.  That's all.

     Cyclops lets it go, sits beside her, kisses her.  Long kiss.

                                  JEAN GREY
                   We have to tell them.

                                  CYCLOPS
                   Tell them what?

     Cyclops leans to kiss again, but she stops him with a weak smile.

                                  JEAN GREY
                   Scott, I'm tired of sneaking in here every
                   night, and then having to hurry back to my
                   own room before the sun comes up.

                                  CYCLOPS
                   But, what are they going to say?  And,
                   with Professor Xavier... around him I
                   still feel like... like some little kid.

                                  JEAN GREY
                   We shouldn't worry what the others will
                   think or say.  We shouldn't <u>have</u> to worry.

     Jean falls back on the bed.  Cyclops joins her, takes her hand.

                                  JEAN GREY (CONT)
                   I wish, just once... I'd give anything to
                   be able to look into your eyes.  Just once
                   in my lifetime.

                                  CYCLOPS
                   You know that can never happen.  These
                   lenses are the only thing keeping me from
                   destroying everything I look at.  Without
                   them... without them, who knows?

     Jean comes close to him, puts her arms around him.  A breeze blows
     the curtains of a nearby window.  MUSIC can be heard, QUIETLY...

     INT.  X-MANSION, WEIGHT TRAINING ROOM -- NIGHT

     The MUSIC comes from a RADIO on a shelf in the weight training
     room.  Iceman (de-iced) lifts weights, straining, covered in
     sweat, pushing himself.

     Across the room, Angel is seated studying financial charts and
     graphs on a LAPTOP COMPUTER while he speaks on the phone.

                                  ANGEL
                           (into phone)
                   I don't care what's hot in the Asian Bond
                   Markets, Jack.  S...E...L...L, got it?
                   Now, what's MRV's close?  Okay... lock in
                   one millions shares.  And, by the way,
                   whatever happened to those ballet tickets?

     INT.  X-MANSION, BEAST'S LIVING QUARTERS -- NIGHT

     Books, books, books.  One half of the suite is a chemical test
     lab.  Beast mixes things in test-tubes, watches for a reaction.
     He gets none, disappointed, goes to write down his findings.

     INT.  X-MANSION, LOGAN'S LIVING QUARTERS -- NIGHT

     A SAMURAI SWORD rests on a display rack.  Logan sits crosslegged
     on the floor, sorts through photos from the shoebox.

     Photos, of different people, different places.  Logan studies one, 
     then puts it on the floor and picks up another.  He seems
     frustrated.  Many photos are laid out on the floor around him.
     Many of have one corner sharply bent.


     EXT.  MANHATTAN -- NIGHT

     If you can make it here, you can make it anywhere.  It's big,
     shiny, and beautiful.  It's the Manhattan skyline.  The CITICORP 
     BUILDING, with its distinctive slanted roof, stands tall.

     All and all, besides the SOUNDS of DISTANT SIRENS, it's a quiet
     night.  Then, a RUMBLE is HEARD.  The Citicorp Building trembles.
     It shifts impossibly, just slightly, to one side, shuttering...

     Thousands of windows shatter, raining glass towards the street.
     Then, it's quiet again, for a moment.  Only a moment.  With a
     SCREAM of TORTURED METAL and a SOUND like ONE THOUSAND
     LOCOMOTIVES, the Citicorp Building falls towards the east river...

     Its lights go dark as it TOPPLES surrounding structures, BURIES 
     streets filled with cars, and SMITES brownstones.

     The DESTRUCTION ECHOES in the sky.  It's over.  A great cloud of
     dust rises.  The Manhattan skyline is forever altered.


     INT.  X-MANSION, XAVIER'S LIVING QUARTERS -- DAY

     The TELEVISION shows NEWS IMAGES of rubble strewn streets and busy 
     emergency rooms.  Xavier listens, his head lowered in sorrow.

                                  ANCHOR'S VOICE (V.O.)
                           (from television)
                   ... alliance of mutant terrorists calling
                   themselves "The Brotherhood" has claimed
                   responsibility for the bombing.  Here is a
                   portion of the message we received just
                   moments before the explosion:

                                  MAGNETO'S VOICE (V.O.)
                   The thunder you hear across a cloudless
                   sky is not the sound of a storm rising.
                   It is the sound of mankind falling.

     Xavier looks to the TV.  This voice fills him with dread.

                                  MAGNETO'S VOICE (V.O.,CONT)
                   If it is your desire to fear mutants, it
                   will be our pleasure to give you something
                   worth fearing.  If you hate us, we gladly
                   hate you back.  And, if you attempt to
                   imprison us, we will rise up, and we will
                   build our cities with your bones.


     INT.  X-MANSION, PARLOR -- DAY

     Xavier sternly faces the assembled X-Men: Beast, Iceman (human), 
     Angel, Jean Grey, Cyclops and Logan.

                                  XAVIER
                   Beast and I leave for Manhattan within the
                   hour.  I would like very much to see a
                   marked improvement in this team upon my
                   return.  Will I see such an improvement,
                   Scott?  Can I depend on that?

                                  CYCLOPS
                   Where there's room for improvement.  Yes.

                                  XAVIER
                   There is one other thing.  Angel... you
                   are no longer required to participate in
                   Danger Room exercises.  I've decided
                   you'll serve as only a pilot and a scout.

     This is surprising to everyone, except Logan, who doesn't care.

                                  ANGEL
                   What?

                                  XAVIER
                   You are talented, son, but your skills are
                   not enough in a combat.  You're too
                   vulnerable.

                                  ANGEL
                   This isn't fair.  You're overreacting to
                   one incident.

                                  JEAN GREY
                   I have to agree with Angel.

                                  XAVIER
                   I'm sorry, it's not open to discussion.
                   The destruction of the Citicorp building
                   was only a prelude...

                                  ANGEL
                   So, that's it?  Suddenly, I'm just some
                   junior-league flunkey?

                                  ICEMAN
                   Since when do we run things this way?

                                  XAVIER
                           (building anger)
                   The darkest days of our lives lie just
                   ahead for all of us and we have little
                   time to make ready.  So, in this one
                   instance, this is how it will be, without
                   question.  Is that understood?


     EXT.  UPSTATE NEW YORK ROADWAY -- DAY

     Xavier's car speeds along through lush, upstate NY forests.

     INT.  XAVIER'S CAR -- DAY

     Beast drives, disguised in an overcoat with the collar pulled up, 
     sunglasses and a hat.  Xavier stares out the passenger window.

                                  BEAST
                   What exactly was that back there, Charles?
                   Tough love?

                                  XAVIER
                   It had to be done.
                           (pause, regretting)
                   How harsh was I?

                                  BEAST
                   Perhaps you were right to limit Angel's
                   participation, but a quote by Mark Twain
                   does come to mind regarding your delivery.

                                  XAVIER
                   And it is... ?

                                  BEAST
                   "Intemperate temperance injures the cause
                   of temperance, while temperate temperance
                   helps it in its fight against intemperant
                   intemperance."  Or, in other words, "chill
                   out."  Just a little.

                                  XAVIER
                   I'll try to remember that.  Thank you.

                                  BEAST
                   Just what do we hope to accomplish on this
                   breezy jaunt into the Big Apple?

                                  XAVIER
                   I'm not certain yet.  We may be looking up
                   an old acquaintance of mine.

                                  BEAST
                   Interesting.  Care to elaborate?

                                  XAVIER
                   No.

                                  BEAST
                   Alright then.  As long as you don't make
                   me sit through "Cats" again.
                           (looks in rearview mirror)
                   Uh oh...

     Xavier looks back.  A POLICE CAR follows, red lights revolving.

                                  XAVIER
                   Oh my.

     EXT.  ROADWAY -- DAY

     Beast and Xavier's car stops.  The police car stops behind.

     INT.  XAVIER'S CAR -- DAY

     Beast looks in the mirror, watches the POLICEMAN get out.
     He takes off his sunglasses, looks expectantly to Xavier.

                                  XAVIER
                   No.  Not this time.  You know how I feel
                   about this.

                                  BEAST
                   I understand your reticence, but what
                   choice do we have.  It's harmless...

                                  XAVIER
                   I won't do it.  I simply will not.

                                  BEAST
                   Okay, okay.  The only other thing I can
                   think of is for you to switch places with
                   me, and I could hunker down and hope he
                   doesn't notice me.  But, that might be a
                   problem, if, say, oh... the officer
                   happens to ask you to step out of the car.

                                  XAVIER
                   Alright... alright.  Take off your hat.

     EXT.  ROADWAY -- DAY

     The policeman walks to the driver's side, taps the window.  The
     tinted window rolls down... reveals MEL GIBSON at the wheel.

                                  MEL GIBSON
                   Howdi there, officer.  Jeez, was I going
                   too fast or something?

                                  POLICEMAN
                   Hey... I know you.  You're that actor
                   guy... in all those great cop movies where
                   everything explodes.

                                  MEL GIBSON
                   Yeah, well, that's me.  I, uh, was also in
                   this thing called "Hamlet," but anyway...

     Xavier has his eyes closed, fingers pressed to his temples.

                                  MEL GIBSON (CONT)
                   Don't mind him.  That's my agent there.
                   He's got a really bad migraine headache...
                   had a busy day back-stabbing and double-
                   dealing.  Listen, I'm on my way into town
                   for a big movie premiere, and I was kind
                   of hoping you might, you know... see your
                   way clear to letting me slide this time.
                   Just this once.

     He smiles his winningest, movie-star smile.


     EXT.  BROOKLYN NAVY DEPOT -- DAY

     TWO massive TRACTOR TRAILERS move through Brooklyn streets.  They 
     approach the sprawling, industrial Brooklyn Navy Yards, across
     from the lower tip of Manhattan.  The yards have definitely seen 
     better days.  Two guards open the gates for the tractor trailers.

     EXT.  BROOKLYN NAVAL YARDS, THE COMPOUND -- DAY

     Doors slide opened to allow the tractor trailers to enter a
     massive, RUSTY BUILDING the size of an airplane hanger.

     INSIDE THE COMPOUND, the doors behind close.  Doors in front open.  
     The tractor trailers move on, into a cavernous, Ken-Adamish, 
     government station.  Shiny, busy and well equipped, it's a sharp 
     contrast to its exterior.  TROOPERS and TECHNICIANS mill about.

     Gyrich walks to meet BOLIVAR TRASK, scientist, nebbish, who climbs 
     from one truck, looking weary.

                                  GYRICH
                   Welcome to the Compound, Trask.  Your
                   illegally siphoned tax dollars at work.

                                  TRASK
                   Thank you.  It's very nice.  Um, now... if
                   I could be shown my room, I'm exhausted...

                                  GYRICH
                   Later.  First, I want a look-see at the
                   goodies you brought me.

     Gyrich grasps Trask and leads him.  AT THE BACK OF ONE TRUCK, men
     open the doors.  MACHINES are HEARD HUMMING.  We ENTER the dark 
     trailer.  All we can make out are THREE PAIRS of GLOWING EYES.


     EXT.  NEW YORK CITY STREET -- NIGHT

     Beast (in overcoat and such) and Xavier come to a red-globed
     SUBWAY ENTRANCE, looking around.  Beast vaults over the rail.
     He lands on the stairs below.  The station is closed, boarded up.
     Beast pulls at the boards.  Xavier keeps watch above.

     INT.  UNDERGROUND PASSAGEWAY -- NIGHT

     A passageway and entrance used for going from building to
     building.  It is dark and empty except for Beast and Xavier.
     Ahead are WARNING SIGNS and yellow POLICE BARRIER RIBBONS.

                                  XAVIER
                   News reports said it was an explosion that
                   took the building down, as if it were a
                   bomb.  But, I have a strong feeling they
                   haven't been told the truth.

     INT.  BELOW CITICORP, PARKING GARAGE -- NIGHT

     A long escalator is covered in rubble.  Hastily assembled boards
     block the escalator off.  Beast shoves through from the other
     side, carrying Xavier.  He stops, looking up in awe.

     The escalator they're on goes only a little further down before it 
     abruptly ends, hanging over a MASSIVE CRATER.  The crater has
     ruined several floors of parking garage.  At its center, many
     massive STEEL girders and thousands of METAL support rods have
     been RIPPED from their concrete moorings and walls, stretched and 
     joined together, TWISTED round and round each other, forming what 
     looks like a giant tornado of heavy metal frozen in time.

                                  BEAST
                   Lord... who could have done this?


     INT.  X-MANSION, DANGER ROOM -- DAY

     Logan leads.  Iceman follows.   They rush through a metal hallway, 
     staying low, cautious.  They come to a corner.  Logan peeks
     around.  Ahead, a MACHINE GUN comes to life and FIRES.  Logan
     pulls back as RUBBER BULLETS pound a nearby wall, meant for him.

                                  LOGAN
                   You want it?

     Iceman nods, steps up.  The machine gun fires.  Rubber bullets
     bounce off Iceman as he raises his arms, PROJECTING COLD...

     The machine gun keeps firing, but frost begins to form.  It
     CREAKS, mechanisms slowing, so cold and brittle, as it fires, it 
     SHATTERS into millions of pieces.  Logan looks around the corner.

                                  LOGAN (CONT)
                   You do quality work, Frosty.  Don't let
                   anybody tell you different.

                                  ICEMAN
                   I aim to please.

     ABOVE THEM, we see they move through a complicated MAZE formed by 
     hundreds of interconnecting walls jutting from the floor of the
     D.R.   ELSEWHERE IN THE MAZE, Jean Grey and Cyclops navigate from
     an opposite corner, also heading towards the center.
     They're a lot closer to the center GOAL than Iceman and Logan.

     Jean is in front.  She moves down a long section of the maze. 
     Suddenly, a panel opens, revealing THREE HOLES.  Three ROUND
     OBJECTS shoot out at incredible speed...

     Jean leans back, furrowing her brow.  The objects freeze in the
     air, inches from her face.  Three GRENADES, spinning, suspended.

                                  CYCLOPS
                   Um... you might want to get rid of those.

     With an upwards glance, Jean sends the grenades into the air.
     They EXPLODE above the maze, harmless.  Jean looks to Cyclops.

                                  JEAN GREY
                   Oh, ye of little faith.

     IN ANOTHER SECTION OF THE MAZE, Logan and Iceman pick up the pace.
     They move around another corner.  DEAD END.

                                  LOGAN
                   Give me a friggin' break.  What's this
                   stupid game supposed to teach us again?

                                  ICEMAN
                   Threat assessment... team work...

                                  LOGAN
                   Truth, justice and the American way.
                   Well, nuts to all that.  You want to win?

                                  ICEMAN
                   I'd love to.  Nobody's ever beaten Cyclops
                   and Jean when they're paired up.

                                  LOGAN
                   Yeah, they got a real synergy going.
                   Well, them days is over.  From here on
                   out, it's you and me and create-tive-ity.

     Logan pops claws, leaps, digs in the wall and climbs.

     INT.  DANGER ROOM CONTROL ROOM -- DAY

     Angel's at the controls, looking down on the maze through the 
     viewport.  He sees Logan's head stick up, pushes buttons.

     INT.  THE DANGER ROOM, MAZE MODE -- DAY

     LASER BEAMS fire, barely missing as Logan ducks down.  INSIDE THE 
     MAZE, Logan lands back beside Iceman.  Over the D.R.INTERCOM:

                                  ANGEL (O.S.,V.O.)
                   No coming over the top, wolverine.

                                  LOGAN
                   Now we know where we're going.  All we go
                   to do is get there.  And, the shortest
                   distance between two points...

     Logan shoves his claws into the metal maze wall, CUTTING.  He cuts
     a big circle, like slicing butter, and kicks it in.

                                  LOGAN (CONT)
                   ... is right through here.  Watch my back.

                                  ICEMAN
                   I'm there.

     AT THE CENTER OF THE MAZE, a RED FLAG sits atop a steep, metal
     hill.  At one side of this open area, Cyclops and Jean enter.

                                  CYCLOPS (CONT)
                   We made it.

     But then, SKKKKKEEEEEERUNK -- SCCCCRREEEEETTTTTCH.  Logan kicks a
     hole in the opposite wall.  Iceman is behind.

     Cyclops books.  Logan runs from the other side.  They both sprint
     up the hill, heading towards the red flag.  Cyclops dives forward
     and grabs the flag, just before Logan gets there.

                                  CYCLOPS
                   Close, Logan, but not close enough.  I bet
                   you could almost taste it.

                                  LOGAN
                   That's alright.  The better man won.  Put
                   her there...

     Cyclops is pleasantly surprised, goes to shake hands, but Logan 
     punches him, sends him tumbling.  Logan picks up the flag.

                                  LOGAN (CONT)
                   I don't remember hearing the final bell.

     The LOUD HORN BLARES.  Logan points up at it.

                                  LOGAN (CONT)
                   <u>Now</u> the game's over, and you lose.  It's
                   mighty nice being king of the hill, but
                   you got to be ready to defend it.

     Logan throws the flag.  It lands on Cyclops as Jean comes to make
     sure Cyclops is alright.  Logan comes down beside Iceman.

                                  ICEMAN
                   That was dirty pool.

                                  LOGAN
                   That was winning, kid.  You'll recognize
                   it after you've done it a few times.

     BLAM -- Cyclops' energy ray SLUGS Logan from behind.  Logan hits a 
     wall.  He gets up, shaking it off, angry.

                                  LOGAN (CONT)
                   What were you thinking?

                                  CYCLOPS
                   Let's go... you and me.

     Cyclops moves forward.  Logan approaches, but Iceman steps in
     front, blocking him while Jean restrains Cyclops.

                                  JEAN GREY
                   Stop this.  Are you crazy?  Stop it!

                                  ICEMAN
                   Ease back, Logan.  Step off.

                                  CYCLOPS
                           (easing off, to Jean)
                   Okay... okay, I'm alright.

                                  LOGAN
                   Nothing worse than a sore loser, One-eye.
                   You should learn to take it like a man.

     Logan walks out.  Iceman and Jean look worried.


     INT.  NEW YORK APARTMENT, OFFICE -- EARLY EVENING

     The door to the office is closed.  Beast is on the phone.

                                  BEAST
                           (into phone)
                   Whomever it is leading the Brotherhood...
                   well, it seems Charles may have had
                   dealings with him in the past.

     INT.  X-MANSION, LIVING ROOM -- EARLY EVENING

     Cyclops, Jean, Angel and Iceman (human) are in attendance, looking
     towards a SPEAKERPHONE on a table.  (Intercut conversation.)

                                  JEAN GREY
                   If that's so, why didn't he tell us?

                                  BEAST (V.O.)
                   He may feel we're not ready to hear the
                   full truth just yet.  In the Battle of
                   Britain, the Royal Air Force was very
                   heavily outnumbered by the German
                   Luftwaffe.  I doubt each man flying for
                   Britain truly comprehended the enormity of
                   the odds against him.  Yet, after three
                   months of fighting, the RAF handed Hitler
                   his first major defeat of world War Two.
                   It was of this battle Churchill said,
                   "Never in the field of human conflict was
                   so much owed by so many to so few."

                                  ICEMAN
                   Man, where do you get all this stuff from?

                                  BEAST (V.O.)
                   Churchill also said, "It is a good thing
                   for an uneducated man to read books of
                   quotations."

                                  CYCLOPS
                   Where's Professor Xavier now?

     INT.  NEW YORK CITY APARTMENT, OFFICE -- NIGHT

     Beast, still on the phone, looks towards the closed door.

                                  BEAST
                   In the other room here.  He's gone into
                   some sort of deep, psionic trance.

                                  CYCLOPS (V.O.)
                   What?

                                  BEAST
                   As far as I can tell, he's reaching out
                   across the entire city with his mind...
                   sorting through the millions of states of
                   consciousness around us...

     INT.  NEW YORK CITY APARTMENT, LIVING ROOM -- DAY

     Xavier faces windows overlooking the city.  He's motionless, Zen-
     like.  His eyes are rolled up and bloodshot.  Rather frightening.

                                  BEAST (V.O.)
                   He's calling out the Brotherhood leader.


     INT.  LOGAN'S LIVING QUARTERS, BALCONY -- NIGHT

     The balcony overlooks a lovely garden.  Logan is on a bench,
     looking at his shoebox of photos.  He senses someone coming and
     puts the pictures away.  Across the room, Jean enters, KNOCKING.

                                  JEAN GREY
                   Can I talk to you for a minute?

     Logan nods.  Jean comes to stand on the balcony with him.

                                  JEAN GREY (CONT)
                   I've been thinking about you.

                                  LOGAN (CONT)
                   Yeah?  With or without clothing?

                                  JEAN GREY
                   Give it a rest for once, Logan.  A little
                   of that garbage goes a long way.

                                  LOGAN
                   Alright.  What's up?

                                  JEAN GREY
                   If I ask you a straight question, will you
                   answer honestly?

                                  LOGAN
                   Depends what the question is.  Try me.

                                  JEAN GREY
                   Why are you still alive?

                                  LOGAN
                   Want to run that by me again?

                                  JEAN GREY
                   If the records Professor Xavier dug up
                   from Department H are anywhere near
                   accurate, you've been shot at least a
                   hundred and twenty times in the line of
                   duty.  You've been stabbed over sixty
                   times.  You've been bludgeoned, burned...
                   you even went over Niagara Falls.  Yet
                   there you sit, alive and well.  But, what
                   keeps you going?  It can't all be because
                   of your healing factor.  Not all of it.
                   To survive what you have, it would take
                   this unbelievable rage to live.

                                  LOGAN
                   What are you getting at?

                                  JEAN GREY
                   Well, like I said, I've been thinking
                   about you, and there's something I don't
                   get.  I mean, what in the world could you
                   possibly be living for?  You don't care
                   about anyone, and it's pretty clear you
                   loath yourself.  Most people have someone
                   they care about.  So, I wonder, what does
                   Logan look forward to?  Does he look
                   forward to the next time he has the
                   pleasure of digging his claws into
                   someone?  Is he just, in his heart of
                   hearts, breathlessly anticipating his next
                   victim's last gasp?  Is that enough?  It
                   couldn't be... but, what else is there
                   for him?

     Logan's getting a sour stomach.  He walks into his room and puts
     the shoebox on his desk.  Jean's not enjoying this anymore.

                                  JEAN GREY
                   Oh my, did I hurt your feelings?

                                  LOGAN
                   Maybe you better leave.

                                  JEAN GREY
                   It's interesting... I was about to say the
                   same thing to you.

     Logan stares down at the shoebox.  He looks to Jean.

                                  LOGAN
                   You asked.  Do you really want to know?

     Pause.  Jean nods.  Logan comes back, sits facing her.

                                  LOGAN (CONT)
                   I'm here, sitting with you.  Right?  Okay.
                   Before that, I worked for Department H a
                   bunch of years, and just before that I was
                   living in a forest in Canada, running
                   around, killing and eating and howling at
                   the moon.  That's as far back as my memory
                   goes, and its got some pretty rough edges
                   as is.  So, while you might have a
                   recollection of some freckled faced brat
                   pulling your pigtails in kindergarten, or
                   the first time you rode a bike without
                   training wheels, I have these...
                           (opens box of photos)
                   I've had them every single day of what
                   little of my life I remember.  I don't
                   even know if they belong to me.  There's
                   not a single picture in here that has me
                   in it, or that means anything when I look
                   at it.  But still... is this my mother?
                   Is this my father, or my brother?  And,
                   that's the whole other thing.  With my
                   healing and all, it's a good bet I don't
                   age too fast.  So, I could be thirty years
                   old, or a hundred, in which case my past
                   is ancient history.

                                  JEAN GREY
                   Why are some of the corners bent?

                                  LOGAN
                   Those are ones where I looked for that
                   person, or went to that place.  I ain't
                   found nothing yet, but someday one of
                   these pictures is going to tell me who I
                   am.  Other than that... I don't do a whole
                   lot of looking forward.

     EXT.  X-MANSION, LIVING QUARTERS HALLWAY -- NIGHT

     Cyclops comes down the hall, notices Logan's door ajar.  He stops, 
     looking in.  Ahead, he sees Logan and Jean on the balcony
     together, facing away, talking.  Cyclops is a bit bothered by
     this.  After a moment, he backs off, then walks away.


     INT.  NEW YORK CITY APARTMENT, LIVING ROOM -- MORNING

     Dawn light.  Beast is asleep on a couch.  Xavier still sits 
     motionless.  Then, he releases from the trance with a gasp.  The 
     nearby ANTENNAED DEVICE, comes to life, flashing and BEEPING.

                                  XAVIER
                   Henry... wake up.  Wake up.

     Beast sits up, awakening as Xavier wheels over to the windows and 
     throws them open. Xavier looks down to the empty streets.

                                  XAVIER (CONT)
                   He's here.  He's very close.

     EXT.  NEW YORK APARTMENT BUILDING, FIRE ESCAPE -- MORNING

     Beast comes out a window to the fire escape, leaps up and climbs.

     ON THE ROOF OF AN ADJACENT BUILDING, higher up and not far away, 
     Magneto watches as Beast climbs the fire escape and springs onto
     the opposite rooftop.  Beast looks around.  He notices something
     at the roof-access door, walks...

     ON THE ROOFTOP OF BEAST'S BUILDING, Beast sees, in raised letters
     on the METAL surface of the roof door: "CENTRAL PARK. THE POND.
     WEST END. 11:00pm TOMORROW."  Beast looks to surrounding
     buildings.  No one in sight.  Magneto's gone.


     EXT.  CENTRAL PARK, THE POND -- NIGHT

     The park is peaceful.  Beast, in overcoat garb, crouches by the
     pond, makes quacking sounds to the ducks on the water.

     Away from Beast, on a path across the lawn, Xavier sits in his 
     wheelchair, looking out into the park, waiting, pensive.

     At the pond's edge, the ducks are suddenly frightened, flying away
     in a group, quacking loudly.  Beast watches them, curious, stands
     and looks around.  Suddenly, THWAP -- a DRUG DART slams Beast's
     chest.  Beast twists, roaring in pain.

     Xavier looks towards Beast, ENGINES are HEARD coming to life.
     Three RANGE ROVERS burst from the surrounding wooded areas,
     tearing across the lawn.  Xavier wheels towards Beast.

                                  XAVIER
                   Henry!

     IN THE FOREST, a SHARPSHOOTER aims his gun through foliage.

     <u>SHARPSHOOTER'S P.O.V.</u>: Xavier's in the NIGHT SCOPE cross hairs.

     ON THE PARK PATH, Xavier's moving quickly.  THUNK - a drug dart
     hits him in the shoulder.  Xavier grips the dart, cringes as his 
     wheelchair jerks to one side.  The chair topples, throws Xavier.

     Beast is pinned down by headlights as the Range Rovers slide to a 
     halt.  Heavily armed, military TROOPERS leap from the vehicles. 
     Gyrich, in protective medical garb (surgical mask and rubber
     gloves) is amongst them.  Beast turns, snarling.

                                  GYRICH
                   He's still standing, boys!

     Trooper one levels a huge barreled weapon at Beast.

                                  TROOPER ONE
                   Fire in the hole!

     POOT, POOT -- the weapon fires two MEGA-TAZER contacts trailing
     wire.  They hit Beast.  He roars as the charge races through him.

     Xavier's trying to crawl towards the attack, losing consciousness.

     Gyrich watches as Beast tries to pull the tazers out.

                                  GYRICH
                   Hit him again!

     Trooper Two FIRES his tazers.  Hits.  Beast tries to get up, tries
     to run, but he falls forward, out cold.  Troopers immediately
     gather to lift him, carrying him to one Range Rover.

     The Sharpshooter runs to Xavier's body.  Xavier's unconscious.
     Sharpshooter pulls and pockets the dart, whistles.  Across the
     lawn, Gyrich looks, then runs towards Sharpshooter.

                                  SHARPSHOOTER
                   Who's Kojak here?

     Gyrich arrives, eyes Xavier.  Shakes his head.  Doesn't know.

                                  SHARPSHOOTER (CONT)
                   Do we take him?

                                  GYRICH
                   What good's a cripple do us?  Leave him
                   where he lays.  Let's go.

     EXT.  NEW YORK CITY STREETS/EDGE OF CENTRAL PARK -- NIGHT

     The Range Rovers move in tandem from the park to New York streets, 
     taking the turns with smoking, screeching tires.

     EXT.  CENTRAL PARK, THE POND -- NIGHT

     Xavier lays unconscious, not far from his fallen wheelchair.
     A shadow falls across him.  It's Magneto.

                                  MAGNETO
                   Xavier... my dear fellow.  What have you
                   gotten yourself into?

     Magneto goes to Xavier, bows and lifts him into his arms, gentle.


     EXT.  STATUE OF LIBERTY -- NIGHT

     Xavier's starting to come around.  He sits up, sees his wheelchair 
     nearby, looks around and realizes he's lying ATOP THE CROWN OF THE 
     STATUE OF LIBERTY, with the mighty, torch-bearing arm above.
     Magneto stands nearby, looking to Manhattan's distant skyline.

                                  MAGNETO
                   Welcome back to the land of the living.

                                  XAVIER
                   Eric.  What have you done with Beast?

     Magneto turns as Xavier pulls himself into his wheelchair.

                                  MAGNETO
                   Not me.  The government took him.  Though,
                   I did help them along with an anonymous
                   call to the National Security Council.

                                  XAVIER
                   If they harm him in any way, I swear...

                                  MAGNETO
                   What?  What do you swear?  You should be
                   grateful.  I spared your life.  I'm
                   sparing it with each passing second, and I
                   could take it with a wave of my hand.

                                  XAVIER
                   And, with a thought, I could destroy your
                   mind.  My abilities are stronger now than
                   they used to be.

                                  MAGNETO
                           (smiles)
                   A stalemate, then... of mutual assured
                   destruction.

                                  XAVIER
                   Why didn't you kill me?

                                  MAGNETO
                   I suppose I don't really want you dead,
                   Charles.  I want you with me, at my
                   side... like the good old days.  The offer
                   I make to you this evening is the offer I
                   will soon make to the world...
                           (to distant skyline)
                   "Give me your tired, your poor, Your
                   huddled mutants yearning to breath free."
                           (back to Xavier)
                   There's a place for you in the
                   Brotherhood, and for your X-Men.

                                  XAVIER
                   We want no part of wholesale slaughter, or
                   of your desire to see homo-sapiens
                   enslaved by homo-superior.

                                  MAGNETO
                   You still dream of co-existence, don't
                   you?  You still think man and mutant can
                   live together.

                                  XAVIER
                   I do.

                                  MAGNETO
                   The battle you've chosen has left great
                   men dead in it's wake.

                                  XAVIER
                   That doesn't mean it's not worth fighting.

                                  MAGNETO
                   Oh, you amaze me.  Look at all the killing
                   and "ethnic cleansing" going on in this
                   world.  Look at what has happened to
                   Beast.  Man's inhumanity to man is ageless
                   and timeless.  If the Congress had their
                   way... the great leaders of this nation,
                   they'd have you in chains, with a number
                   burned into your forehead.

                                  XAVIER
                   But, they won't have their way.

                                  MAGNETO
                   If not for me, they would.

                                  XAVIER
                   No.  Their hatred comes from fear, and you
                   feed that fear.  By the assassination of a
                   United States Senator, by acts of random
                   terrorism, you're only widening the rift.

                                  MAGNETO
                   By the time I'm done, that rift will be a
                   gaping chasm.

                                  XAVIER
                   Then, what good are you doing?  Why not
                   join with me to help heal this bigotry,
                   instead of adding to it?

                                  MAGNETO
                   Because, if you want to be heard in a room
                   full of people screaming at the top of
                   their lungs, you have to be the one who
                   screams the loudest and the longest.  You
                   have to roar into the maelstrom.
                           (pause)
                   I'd love to share my plans with you.  I
                   once thought of you as my only friend.  I
                   give you one last chance to join me,
                   because against me, you will never win.

                                  XAVIER
                   We're ready for you.

                                  MAGNETO
                   You wear your brave face well.  Pity it
                   will soon turn to a mask of sorrow.

     Magneto climbs and walks out onto one of the crown's points.

                                  MAGNETO (CONT)
                   One last thing, Charles.  I know you have
                   him.  Your animal pet, with his big sharp
                   claws.  He will not save you.

     Magneto holds up his arms, fingers spread.  The air CRACKLES as a
     ball of MAGNETIC ENERGY forms around him.  He rises into the dark.

     Xavier watches Magneto go, then looks around.  He realizes his 
     immediate dilemma, wheeling to look towards the ground far below.
     He turns and sees a TRAP DOOR behind him.

     INT.  STATUE OF LIBERTY'S CROWN -- NIGHT

     The TRAP DOOR opens above a ladder.  Xavier pushes his folded 
     wheelchair through and drops it to the ground.  He shifts his
     body, using upper body strength and his arms, lowering his legs.
     He gets a grip on the edge and swings down with a grunt, hanging
     on, legs dangling.  He grasps the ladder and starts down.


     INT.  X-MANSION, KITCHEN -- DAY

     Logan enters, in a foul mood.  He pulls off his cut, dented body
     armor flack jacket and throws it in the kitchen sink, then goes to
     the refrigerator and pulls out a six-pack.  He plops down at the
     table with his feet up as Cyclops enters, also angry.

                                  CYCLOPS
                   You got a problem, Logan?

                                  LOGAN
                   Not anymore I don't.

     Logan pops a beer and guzzles it.  Jean enters, watches with
     concern as Cyclops gets in Logan's face.

                                  CYCLOPS
                   You want to be the lone wolf... you stop
                   breathing... no great loss.  All I care is
                   you're letting down the rest of the team.

                                  LOGAN
                   Hey, you can jump around all day in that
                   Romper-Room world of yours it don't mean
                   squat compared to fighting flesh and
                   blood.  I'm sick of playing games.

                                  CYCLOPS
                   You're pissed because you screwed up down
                   there, and you know it.  What was it you
                   said about taking it like a man?

                                  JEAN GREY
                   Scott... come on.  Let him stew.

                                  LOGAN
                   Chrimany, Jean, what do you see in this
                   nebbish?  What'd he do to deserve you?

                                  JEAN GREY
                           (to angry Cyclops)
                   Let it go.

     Jean pulls him to leave.  Cyclops finally relents, turns to go.

                                  LOGAN
                   You're whipped.

     Cyclops turns back, kicks the table, knocking Logan over.  Logan
     hits the floor, just stays on his back, deceptively calm.

                                  LOGAN
                   You just earned some big time lumps, bub.

                                  CYCLOPS
                   Outside.

     EXT.  X-MANSION, FRONT DRIVE AND LAWN -- NIGHT

     Logan and Cyclops cross the lawn, throwing off body armor.  On the 
     porch, Jean watches, disgusted.  Iceman rushes past.

                                  ICEMAN
                   This I got to see.

                                  JEAN GREY
                   Idiots.  Macho idiots.

     She goes into the mansion, slams the front door.  On the lawn,
     Cyclops and Logan face each other.  Cyclops looks to Iceman.

                                  CYCLOPS
                   This is me and him, Bobby, man to man.
                   You stay out of it.

                                  ICEMAN
                   No kidding.

                                  LOGAN
                   You mean mutant to mutant.

                                  CYCLOPS
                   No.  No powers.  No claws.  No visor.

     Logan nods, spits in his palms, balls up his fists.  In the air
     above, Angel swoops down to land on the mansion's roof.

                                  ANGEL
                   This should be good.

     Cyclops swings first, misses, gets punched.  He backs off, taking
     his time.  He fakes, then swings, and hits Logan hard.  Logan
     shakes off the blow, smiles in admiration.  Iceman circles the
     fight, watches as Logan and Cyclops go at it, playing for keeps.

     Logan doubles Cyclops over, grabs him and throws him.  Cyclops
     knocks over a lawn statue.

                                  LOGAN
                   You're out of your league.

     Cyclops, bleeding out the nose, gets up and approaches for more. 
     Iceman keeps circling as more blows are exchanged.  Major fisty-
     cuffs.  Then, XAVIER'S VOICE is HEARD in Iceman's head:

                                  XAVIER (V.O.)
                   <i>Iceman!</i>

     Iceman looks.  Down the drive, Xavier sits in his wheelchair,
     suitcase nearby, pissed.  Xavier points at the fight.  Iceman
     looks at Logan and Cyclops, then back to Xavier.

                                  ICEMAN
                   You sure about that?

     Xavier nods.  Iceman shrugs, TRANSFORMS to his icy persona and
     turns to face the fight.  Logan and Cyclops are still slugging it
     out.  Iceman opens his hands towards them.

     Logan swings at Cyclops, but Cyclops is suddenly ENCASED in a
     BLOCK OF ICE.  Logan connects with the block.  He backs off,
     yelping in pain, holding his fist.  He looks to Iceman.

                                  LOGAN
                   What the... ?

     Logan is instantly ENCASED IN ICE, solid as a rock.

                                  ICEMAN
                   Sorry, guys.

     The ice block containing Cyclops teeters and falls, knocking the
     Logan ice block over.  They hit the ground with a THUD.


     INT.  X-MANSION, THE WAR ROOM -- MIGHT

     Xavier sits with monitors behind and a keyboard to his left.

                                  XAVIER
                   His name is Eric Magnus Lehnsherr.  He has
                   an ability to control and manipulate
                   magnetic energy.  I knew him during a time
                   I spent wandering from country to country,
                   working in hospitals and psychiatric
                   facilities... wherever they would accept
                   my help.  I first met Magnus in Haifa,
                   Israel.  He was a foreign aid volunteer.

     Cyclops and Logan are in blankets, beside Jean, Iceman and Angel. 
     Xavier punches up grainy photos of Magneto on the monitors.

                                  XAVIER (CONT)
                   Our paths crossed many times after that,
                   and we often traveled together, a two man
                   amnesty force of sorts.  We both know we
                   were different from others, without ever
                   speaking it.  The only times we discussed
                   human evolutionary mutation were to debate
                   its effects on future history.  Magnus
                   believed that as the Homo Superior grew in
                   number...
                   ... their only hope for survival would be
                   to take dominion over man, and he now
                   seems to be making his second attempt to
                   achieve that goal.

                                  JEAN GREY
                   His second?

                                  XAVIER
                   A long time ago, we worked in a small
                   clinic behind the Iron Curtain.  One
                   evening, two badly wounded teenagers were
                   brought in.  Nothing could be done to save
                   them.  We later learned that these two, a
                   boy and girl, had been dragged from their
                   home and beaten by an angry mob.  Because
                   they were mutants.  Because they shared
                   telepathy.  Magnus decided to avenge them,
                   and would not be dissuaded.
                           (long pause)
                   The town we were in was called Chernobyl.

     Xavier punches a button.  On the monitors behind him: MANY IMAGES
     from the CHERNOBYL NUCLEAR DISASTER.  News footage of the ruined 
     reactor.  Of the evacuation.  Of radiation suit clad workers.

                                  XAVIER (CONT)
                   This was the result.  The Chernobyl
                   nuclear disaster.  April 26, 1986.  The
                   first time Magnus and I truly revealed our
                   powers to each other... against each
                   other.  I know I've told you differently
                   before, but it was during this fight that
                   I lost the use of my legs.

     Xavier faces IMAGES of workers shoveling irradiated materials.
     The X-Men are solemn.  Even Logan seems affected.

                                  XAVIER (CONT)
                   I blacked out from the pain, and woke up
                   in a hospital far away from this.  I can
                   only guess at Magnus' regret, because the
                   assault had ended before a meltdown.  But
                   still, more than six hundred thousand
                   people received high doses of radiation,
                   almost half of them children.

                                  CYCLOPS
                   And, now he has his sights set on New York
                   City.

     Xavier wheels to pick up the antennaed device off a table.

                                  XAVIER
                   This sensor array can read the
                   fluctuations in the magnetic spectrum
                   which surround Magnus at all times.  With
                   luck I'll have it adapted to visual mode
                   by this evening.  It will be your job to
                   use it over Manhattan, Angel, under cover
                   of darkness.  You are the best chance we
                   have of locating the Brotherhood.

     Angel nods.

                                  ICEMAN
                   What about Beast?

                                  CYCLOPS
                   If the government has him hidden away, a
                   search party won't do much good.  For all
                   we know, they've taken him out of state.

                                  XAVIER
                   I'll begin a psychic search as soon as
                   possible, once I've fully recovered from
                   the strain of finding Magnus.  Other than
                   that... I don't know what we can do.

                                  LOGAN
                   Okay, look.  With Beast missing in action,
                   you want to get big-time serious, right?
                   So, I feel like I got to say, if we're
                   going to have a fighting chance against
                   these guys, we need a new team leader.
                   Cause Cyclops ain't cutting it.
                           (to Cyclops)
                   No offense.  It's just the truth.

                                  CYCLOPS
                   I suppose you think you're born to lead?

                                  LOGAN
                   You got it, mono-brow.

                                  XAVIER
                   Enough!  Haven't either of you heard a
                   word I've said?  Why must you insist on
                   this inane competition?

                                  LOGAN
                   Maybe I'm not the only one here on the
                   "Island of Misfit Toys" who feels like
                   Cyclops is dropping the ball.  But even if
                   I am,it can't hurt to have a vote.

     Cyclops finds this ludicrous.  Xavier rubs his eyes, weary.

                                  LOGAN (CONT)
                   One man, one ballot.  Let the democracy
                   decide.  That's all I'm asking.

                                  XAVIER
                   Very well... you'll have your vote.

                                  CYCLOPS
                   What?

                                  XAVIER (CONT)
                   It's the only equitable way.  I want each
                   of you to consider this carefully, alone.
                   It's important you not discuss it.  We
                   will meet in the West Wing in two hours.

     Logan's pleased.  The X-Men file out, but Cyclops stands and
     remains.  Jean waits by the door.

                                  CYCLOPS
                   What's going on, Professor?  Are you
                   having your own doubts about me now?

                                  XAVIER
                   We'll speak afterwards.

     Xavier refuses to look up.  Cyclops exits.  Xavier looks up, grim.


     INT.  X-MANSION, JEAN GREY'S LIVING QUARTERS -- DAY

     Jean enters.  She's startled to see Logan in a chair.

                                  JEAN GREY
                   What are you doing in here?

                                  LOGAN
                   Visiting.

                                  JEAN GREY
                   Get out, Logan.  You heard what Professer
                   Xavier said.

                                  LOGAN
                   Yeah, I heard.  But, when else do I get a
                   chance to talk to you without Cyclops
                   hanging around, or you around him?

     Logan crosses and stands close.  Jean backs away a little.

                                  JEAN GREY
                   Just, leave.

                                  LOGAN
                   Why?  You still afraid?

                                  JEAN GREY
                   What do you want from me?

                                  LOGAN
                   Show me you're not afraid.  Why do you
                   keep backing away?

     He steps close.  This time she doesn't back off, looking at him.

                                  JEAN GREY
                   I'm not afraid of you.

                                  LOGAN
                   I'm glad.

     Logan leans in, pauses.  He kisses her.  She closes her eyes,
     upset, but responding just slightly.  She keeps her eyes closed.

                                  JEAN GREY
                   I... I don't want this.

                                  LOGAN
                   I can't help that.
                           (backs off, leaving)
                   Far as I'm concerned, you're deciding on
                   more than just team leader today.


     INT.  X-MANSION, DINING ROOM -- DAY

     "Logan" is written on a small piece of paper.  Logan puts the
     pencil down and folds the paper.  He's voted for himself.

     Xavier sits at the head.  The mood is somber.  Iceman, Jean Grey, 
     Cyclops, Angel and Logan pass a box, putting their folded votes 
     inside.  The box returns to Xavier.  He begins the counting:

                                  XAVIER
                           (unfolds one vote)
                   One ballot for Cyclops.
                           (unfolds 2nd vote)
                   One ballot for Logan.

     Cyclops is sullen.  Xavier takes out a third vote, unfolds it.

                                  XAVIER (CONT)
                   Another vote for Cyclops.

     Xavier unfolds the forth, pauses for the briefest moment.

                                  XAVIER (CONT)
                   Another for Logan.

     Logan looks to Jean.  She shows no emotion.

                                  XAVIER (CONT)
                   So... this will break the tie.
                           (unfolds vote, pause)
                   It's for Cyclops.  He remains team leader.

     Cyclops gets up and walks out, no happier.  Iceman gets up to
     leave and Angel follows along with him.

                                  ICEMAN
                   Well, wasn't that a cheery affair?  I'm so
                   glad I could be here.  Thanks everyone.

                                  ANGEL
                   I hope you had a good reason for putting
                   Scott through that, Professor.

                                  XAVIER
                   I expect you to abide by this decision,
                   Logan.

     Xavier wheels to leave.  Jean and Logan are left alone.

                                  LOGAN
                   Well, you lose some, and you win some.

                                  JEAN GREY
                   I didn't vote for you.

     Logan seems surprised.  Jean pushes her chair back and stands.

                                  JEAN GREY (CONT)
                   This here... this didn't even have
                   anything to do with the fact that I love
                   Scott.  But, I do love him.  I care about
                   you.  But, I love him.

                                  LOGAN
                   Sounds like you're trying to convince
                   yourself.

                                  JEAN GREY
                   You're wrong.

     Jean leaves.  Logan looks around, depressed.  He looks at the
     ballot papers near him on the table.  He blows off the table.


     INT.  X-MANSION GROUNDS -- DAY

     Cyclops walks, brooding.  Xavier wheels along beside him.

                                  XAVIER
                   I feel quite safe making the assumption
                   that Logan cast his own ballot with his
                   name on it.  But, the second vote for
                   Logan... that surprised me.  Especially
                   since it was you who cast it.

                                  CYCLOPS
                           (stops walking, pause)
                   It didn't surprise you at all, did it?

                                  XAVIER
                   The moment Angel locates the Brotherhood,
                   you take the X-Men into battle.  You must
                   believe in yourself as much as they do.

                                  CYCLOPS
                   I'm trying, sir.  Sometimes I feel the
                   only reason I'm team leader is because I
                   was your first student.

                                  XAVIER
                   We all live with doubt, Scott.  How do you
                   think I feel about Henry?  I tried to
                   reach him psionicly, but I failed.  All my
                   wondrous powers and abilities... I still
                   can't help him.

                                  CYCLOPS
                   But, there wasn't anything you could have
                   done to stop them from taking him either.
                   It wasn't your fault.

                                  XAVIER
                   Yes.  And, so I've tried to convince
                   myself.  And I forge on.  And so must you.


     EXT.  SKY ABOVE NEW YORK CITY -- NIGHT

     Over the busy brightness of NYC's boroughs, Angels soars.  He
     wears an unwieldy VISOR, like night-vision goggles, attached by
     cables to the adapted ANTENNAED DEVICE strapped to his chest.

     Angel glides onwards, flaps his majestic wings.  The antennaed
     device begins giving off a LOW BEEPING.  Angel reacts, adjusts a
     knob on the visor as he looks down, searching.

     ANGEL'S P.O.V., THROUGH VISOR: the city below is a jumble of black
     and white patterns, except for one section of RED HOT ENERGY.

     EXT.  JUNK YARD -- NIGHT

     A pile of crushed, junk yard cars.  MACHINERY is HEARD RUMBLING.

     Angel slowly climbs up to peer over, takes off the visor.  Before
     him, an INDUSTRIAL CRANE with a giant ELECTRIC MAGNET is being
     used to stack and lift other ruined cars in the yard.  Angel
     looks disappointed.  He leaps up and flies...

     EXT.  BROOKLYN NAVY YARD, THE COMPOUND -- NIGHT

     Angel gains altitude, heading towards Manhattan, oblivious to the
     fact he's practically passing over Gyrich's H.Q., the Compound.

     INT.  THE COMPOUND, TORTURE ROOM -- NIGHT

     UNDERWATER: Beast is wrapped in CHAINS with LEAD WEIGHTS connected
     to them.  Chains bind his arms behind him and hold his legs as he 
     holds his breath and struggles desperately against the bonds.

     IN THE TORTURE ROOM, a TORTURER turns a giant WHEEL, pulling Beast
     up from a tank of murky water built into the floor.  Beast gasps
     for breath.  Gyrich (medical gloves and mask) and Trask are here.

                                  GYRICH
                   Once more... where are the X-Men?

                                  BEAST
                   The way you're treating me... you honestly
                   think we're still on speaking terms?

                                  GYRICH
                   If you don't want to answer, I could come
                   back after you've had a few hours of this.

                                  BEAST
                   Look... if I tell you where the X-Men are,
                   it's like I'm doing you a favor.  At this
                   particular juncture I just don't feel
                   you've earned it.  Now, sit me down in
                   front of a nice dinner, a bottle of
                   wine... then we'll talk.  Know what I mean?
                   You scratch my back, I'll scratch yours.

     Gyrich sighs in frustration, waves for Trask to step up.

                                  BEAST (CONT)
                   Actually, could you scratch my back while
                   you're down there... ouch!

     Trask injects a hypodermic into Beast's thigh, drawing blood.

                                  GYRICH
                   You're very entertaining, monkey man.
                   Wise cracking and sailing.  It's cute.
                           (to Torturer)
                   Start keeping him under for three minutes.

     Gyrich and Trask walk to leave.  Beast suddenly looks fearful.

                                  BEAST
                   Okay... wait.  Hold on...

                                  GYRICH
                   You have something to say?

                                  BEAST
                   Yes, um... could I get a glass of water?

     Gyrich and Trask exit, disgusted.  Beast turns serious, angry.

                                  BEAST (CONT)
                   Hey ugly... I want you to think about
                   something.  Do you hurt me because you hate
                   me, or do you hate me because you hurt me?

                                  TORTURER
                   Shut your mouth, mutie.

     Torturer releases the wheel.  Beast splashes down again.

     INT.  THE COMPOUND -- NIGHT

     Gyrich and Trask walk a CATWALK high up in the Compound.

                                  TRASK
                   He's not going to betray his friends.

                                  GYRICH
                   Let me worry about that.  I'll dig up more
                   guinea pigs.  You just get started on that
                   blood work.

                                  TRASK
                   You do realize, it doesn't matter how many
                   X-Men we get... the odds of finding the
                   malformations in their genetic structures
                   are still a billion to one.

                                  GYRICH
                   No, no, no.  Don't try haggling with a
                   mouthful of scientific hoop-de-do.  Your
                   price is set and non-negotiable.

                                  TRASK
                   I'm only trying to say...

                                  GYRICH
                   No, no.  You get a hundred thousand for
                   every mutant you create.  Make Uncle Sam
                   an army of mutant super-soldiers, he'll
                   make you a millionaire.  End of story.


     INT.  X-MANSION, LOGAN'S LIVING QUARTERS -- NIGHT

     Logan sits at a desk with his memory box in front of him.
     He's laying down photos, one by one, studying them.

     Suddenly enraged, Logan stands and throws the shoebox.

     Pictures fly everywhere.

     INT.  X-MANSION, XAVIER'S LIVING QUARTERS -- NIGHT

     Xavier sleeps.  He sits up with a start.  He looks across the
     room.  Logan's silhouetted in the doorway.

                                  XAVIER
                   Logan... what is it?

                                  LOGAN
                   I need a favor.

     EXT.  X-MANSION, PSI-LAB -- NIGHT

     The Psi Lab is full of wondrous equipment.  Logan is seated under
     an array of lights.  Xavier straps Logan's arms and legs down.
     Jean Grey crosses, sits in a chair facing Logan.

                                  LOGAN
                   Why does she have to go?

                                  XAVIER
                   She helps me hold the link.

                                  JEAN GREY
                   You have to be accepting of this, without
                   reservation.  Otherwise, it won't work.

                                  XAVIER
                   You will see through my eyes.  We're going
                   to attempt to go beyond your fractured
                   memories, into arenas of unconscious
                   awareness, where things you might once
                   have only been remotely aware of may still
                   exist.  Are you ready?

     Logan looks at Jean, then leans forward to whisper to Xavier.

                                  LOGAN
                   This is going to sound stupid, but there's
                   this place... with lots of flowers.  Try
                   to find the flowers, alright?

     Xavier nods.  He wheels away to Jean's side.

                                  LOGAN (CONT)
                   Okay.  Let's do it.

     Logan puts his head back in the chair's headrest and closes his
     eyes.  Jean closes her eyes.  Xavier closes his.

                                             FADE TO BLACK

     INT.  LOGAN'S MIND -- <u>ETHEREAL PLANE</u>

     Inside Logan's brain on a microscopic level, it's like an alien
     world; a galaxy of neurons and multi-branched dendrites.
     Thousands of electrical signals travel from cell bodies and shoot 
     across axons, giving off flashes.  Lightning storms.

     CLOSE on a synaptic gap, Jean and Xavier walk across the bizarre 
     surface of a dendrite (receiver), looking out into Logan's mind.
     It's like they're standing on a giant, organic pedestal with
     another pedestal just like it looming above.  (In these sequences, 
     neither Jean nor Xavier moves their lips to "speak."  Xavier can
     walk.  "LOGAN'S VOICE" is all V.O.)

                                  XAVIER
                   <i>Can you hear me, Logan?</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>You're coming in loud and clear, but I</i>
                   <i>can't see anything.</i>

                                  XAVIER
                   <i>You shouldn't yet.  We're at the edge of a</i>
                   <i>synaptic gap.  We'll have to catch a ride</i>
                   <i>on a neuro-transmitter to leap the breech</i>
                   <i>between your physical mind and your</i>
                   <i>conscious self.</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>Be gentle.  It's my first time.</i>

                                  JEAN GREY
                   <i>Here we go...</i>

     Xavier joins Jean in looking up at the surface of the axon
     (sender) above them.  The axon's grows bright with energy, and a 
     BRILLIANT ELECTRICAL CHARGE fires down to the dendrite surface
     where Xavier and Jean stand.  ENERGY ENGULFS them.  BLINDING...

     INT.  LOGAN'S MIND -- <u>WEAPON X LAB</u>

     Xavier and Jean are in a science lab with a GLASS VAT at center. 
     VOICES are OVERLAPPING from COMPUTERS and TECHNICIANS in the room.

                                  JEAN GREY
                   <i>Professor... it's Logan...</i>

     Jean and Xavier walk closer to the vat.  Logan is vertical inside, 
     bound, attached to breathing devices, tubes and needles.

     Jean and Xavier are not seen by the technicians working here.

                                  OVERLAPPING VOICES (V.O.)
                   Feed... <i>Steady</i>... <b>Cardiotach, Miss</b>
                   <b>Hines?</b>  Rising rapidly, sir.  <i>Maintain</i>...

                                  XAVIER
                   <i>Do you recognize this place, Logan?</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>I've seen it before, but never like this.</i>

     Inside the vat, Logan's body writhes in semi-conscious agony.  A
     TECHNICIAN moving to check readings PASSES RIGHT THROUGH JEAN.
     Jean goes to look over a WOMAN'S shoulder, studying a computer.

                                  JEAN GREY
                   <i>This is how it happened.  They're bonding</i>
                   <i>the adamantium to his bones.</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>Yeah, but who are they?</i>

                                  XAVIER
                           (looking around)
                   <i>What about the workers?  Do any of them</i>
                   <i>look familiar?</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>No... no.  Wait... what about that doctor,</i>
                   <i>over by the tank?</i>

     A MAN in a white lab coat can be seen through the vat.  Xavier
     walks around to take a look.  The man, red-haired and bearded,
     watches the test and takes notes on pad.

                                  XAVIER
                   <i>Do you know him?</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>Nah.  I'm not getting nothing.</i>

     Abruptly, the lab fades.  EVERYTHING GOES TO BRIGHT, PURE WHITE.

     INT. LOGAN'S MIND -- <u>INDUSTRIAL CORRIDORS</u>

     Jean and Xavier are in an industrial corridor.  An ALARM is HEARD. 

                                  LOGAN'S VOICE (V.O.)
                   <i>What happened?</i>

                                  XAVIER
                   <i>We've moved on.  The last memory was too</i>
                   <i>weak to sustain our intrusion.</i>

     Down the hall, many high-tech MILITARY MEN round a corner.  URGENT
     VOICES are HEARD from staticy RADIOS.  The military men look this
     way, pointing.  Xavier turns to face the other end of the hall...

     Logan is there, long haired, naked except for all kinds of control 
     boxes, receivers and cables attached to metal inputs and pads
     attached to his arms, face and legs.  His claws are sticking out
     from his bandaged hands.  WEAPON X.  Jean finds this horrible.

                                  VOICE FROM RADIO (V.O.)
                   Security at Zone Two... Weapon X has
                   escaped... repeat, emergency...

                                  LOGAN'S VOICE (V.O.)
                   <i>That's me, isn't it?</i>

                                  XAVIER
                   <i>I'm afraid so.  And, it appears your</i>
                   <i>keepers have lost control of you.</i>

     The military let loose.  Rapid fire.  Hundreds of bullets.  Jean
     and Xavier are in the middle, BULLETS PASSING HARMLESSLY THROUGH
     THEM.  The Clockwork Wolverine charges forward, heading towards
     the military men, PASSING THROUGH JEAN and XAVIER.

     Jean and Xavier turn to watch Logan run into storm of gunfire,
     leaping at the military men and swinging his claws.  Jean looks
     away from the <u>O.S.</u> CARNAGE.  Xavier watches, unflinching.

                                  LOGAN'S VOICE (V.O.)
                   <i>Let's keep moving.  You hear me, Charlie?</i>
                   <i>Move on!</i>

                                  XAVIER
                   <i>You don't like seeing this side of</i>
                   <i>yourself, do you?</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>Just, get us out of here.</i>

     Xavier reaches to touch Jean.  They both PASS INTO THE FLOOR, and
     the point where they disappear GIVES OFF RIPPLES, like water.

                                             FADE TO BLACK

                                  LOGAN'S VOICE (V.O.)
                   <i>Where are we?  What is this?</i>

     FAINTLY, BIRDS are HEARD SINGING.  WIND is HEARD BLOWING.  Then, an 
     image <u>FADES INTO VIEW</u>: The <u>P.O.V.</u> of the FIELD OF FLOWERS,
     like in Logan's early dream.  Bright sky and distant mountains.

                                  LOGAN'S VOICE (V.O.,CONT)
                   <i>That's it!  That's the place I see in my</i>
                   <i>dreams.  Can you see it too?</i>

                                  XAVIER (O.S.)
                   <i>Yes.</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>Well, where is it?  Is there anyone with</i>
                   <i>me there?  Can you show me?</i>

     PULL BACK, to REVEAL Xavier.  It's strange.  Xavier's not standing
     in the field so much as in front of it.  KEEP PULLING BACK.
     SOUNDS of BIRDS and WIND DISAPPEAR.  As Xavier turns, REVEAL:

     Xavier stands in a huge BRAINWASH ROOM with Jean.  Logan is before 
     them, tied into a chair, his eyes help open with tape, looking
     crazed.  We'll call him ID-LOGAN.  The FIELD OF FLOWERS is only a 
     MOVIE, PROJECTED onto a FIFTEEN STORY HIGH MOVIE SCREEN in front
     of Id-Logan.  From surrounding darkness, a SYNTHETIC VOICE:

                                  MONOTONOUS VOICE (V.O.)
                           (over and over, non-stop)
                   ... are not an animal.  You are a man.  You
                   are not an animal.  You are a man...

                                  LOGAN'S VOICE (V.O.)
                   <i>No... this has got to be wrong.  The</i>
                   <i>flowers were real... I know they were.</i>

     Jean walks up to look at Id-Logan.  Xavier turns to the huge movie 
     screen.  The movie CHANGES, from the field of flowers, to HOME
     MOVIE-ISH IMAGES of an OLD WOMAN TAKING PIES FROM AN OVEN.

                                  XAVIER
                   <i>I'm sorry, Logan.</i>

                                  LOGAN'S VOICE (V.O.)
                   <i>Damn it!  That's supposed to be my</i>
                   <i>memories?  A bunch of friggin' home movies?</i>

                                  XAVIER
                   <i>Calm down.</i>

     Jean puts her hand over her mouth, made miserable by the wide-eyed
     Id-Logan seated before her.  Tubes force chemicals into his body.
     From the darkness behind Logan, several SCIENTISTS come.

                                  JEAN GREY
                   <i>Professor...</i>

     Xavier looks from the screen, comes to join Jean.  Scientists
     gather to observe Id-Logan.  They talk quietly and take notes.
     Amongst the scientists -- <u>Hudson</u>, Logan's boss from Department H.

                                  XAVIER
                   <i>Do you know these men, Logan?  Logan...</i>
                   <i>can you hear me?</i>

     IN THE X-MANSION'S PSI LAB, Logan, still bound, quivers, teeth
     bared, sweating.  His hands are fists.  His CLAWS THRUST out.

     BACK INSIDE LOGAN'S MIND, IN THE BRAINWASH ROOM, the SCIENTISTS
     behind Logan degrade and DISAPPEAR.  Id-Logan begins to writhe, 
     struggling and howling.  Xavier pulls Jean back.

                                  JEAN GREY
                   <i>What's happening to him?</i>

     Id-Logan begins a rapid and horrible TRANSFORMATION.  His eyes go
     red.  His hair lengthens and hardens, jagged and spiny.

                                  XAVIER
                   <i>They must have planted a trigger, to stop</i>
                   <i>him from exploring these memories.</i>

     Spikes of flesh and bone shoot out from all over Id-Logan's body.
     The monstrous Id-Logan pulls free, stands.  Jean and Xavier keep 
     backing up, towards the SCREEN which shows more IMAGES of BLISS.

                                  XAVIER (CONT)
                   <i>Get out, Jean.  Go!  Your powers won't</i>
                   <i>work here.  Not as well as mine.</i>

     Jean hesitates, then fades to nothingness.  Id-Logan charges.

     Xavier holds out his hands, PSIONICLY GENERATES a BLAST of FLAME
     from his head -- slams Id-Logan back.  Id-Logan's burning.

     IN THE X-MANSION PSI LAB, Jean jerks forward and opens her eyes.
     Logan keeps jerking, his hands struggling in the weakening straps.

                                  JEAN GREY
                   Logan, listen.  You have to help him.  If
                   Professor Xavier's consciousness dies in
                   there, he's dead for real.

     INSIDE LOGAN'S MIND, Id-Logan gets to his feet, advancing again. 
     Xavier closes his eyes.  He is able to encase his body in BIZARRE 
     ARMOR, covered in sharp edges.  The arms of Xavier's armor have
     metal skewers sticking out from both hands.

     Xavier battles Id-Logan, blocking Id-Logan's clawed attack with
     the skewers, trying to stab, against the backdrop of the happy
     mind-wash film.  Id-Logan grabs armored-Xavier and throws...

     Xavier lands with a clatter.  The ARMOR FADES, gone.  Xavier is 
     stunned and vulnerable as Id-Logan closes in.

     IN THE X-MANSION PSI LAB, Jean shakes Logan, desperate.

                                  JEAN GREY
                   I know you can hear me.  Help him!
                           (SLAPS Logan)
                   Fight!

     The CLAWS on Logan's right hand RETRACT.

     Jean swings to slap again, but Logan, still in an eyes-closed
     trance, pulls his right hand free and catches her wrist.

     INSIDE LOGAN'S MIND, Xavier crawls.  Id-Logan's almost on top of
     him when a RIPPING is HEARD.  Id-Logan looks up.  Above Id-Logan, 
     claws tear a portion of the movie screen to ribbons from behind.
     Logan leaps through and lands, claws out.

                                  LOGAN
                   <i>Clear out.  This is between me and me.</i>

     The Id-Logan turns to face his new foe, roaring.

                                  XAVIER
                   <i>You have to kill it.  If you fail...</i>

                                  LOGAN
                   <i>You don't have to tell me.  I already know</i>
                   <i>what's at stake.</i>

     The MONOTONOUS VOICE continues as Logan and Id-Logan begin their 
     battle.  XAVIER DISSIPATES.

     INT.  X-MANSION, SUB-BASEMENT HALLWAY (TIME CUT) -- NIGHT

     Xavier, Jean, Iceman and Cyclops wait outside the closed Psi-Lab
     door, some standing, some sitting.  It's quiet.

                                  ICEMAN
                   It's been three hours now.  Shouldn't we
                   at least check on him?

                                  XAVIER
                   There's no telling what state he'll be in
                   when he comes out... if he comes out.

     A CRASH is HEARD from the Psi Lab, like a file cabinet falling
     over.  The X-Men group themselves on either side of the door.
     After a moment, the Psi Lab door opens, revealing Logan, weary.
     The Psi Lab is a shambles.

                                  XAVIER
                   Logan?

                                  LOGAN
                   Yeah, it's me.  I still got what few
                   marbles I started with.

                                  XAVIER
                   We have to get you to the Med Lab.

                                  LOGAN
                   Med-Lab, Schmed-Lab.  I'm fine.

     Logan walks past the X-Men, in a daze.  The X-Men, nonplused,
     watch him walk down the hall.

                                  ICEMAN
                   Are you sure you're alright?

                                  LOGAN
                   Man... I need a vacation.

     Logan falls to his knees, then falls face forward, unconscious.


     INT.  X-MANSION, LOGAN'S LIVING QUARTERS -- DAY

     Logan is on his bed with his memory box on his chest.  He studies
     a handful of photos.  Xavier is across the room.

                                  LOGAN
                   Is this the stuff they wiped away when
                   they botched their brainwashing job?  Or,
                   did the head-shrinkers at Department H
                   give them to me, to keep their
                   Frankenstein monster docile?

                                  XAVIER
                   It seems probable their forced memories
                   couldn't take root because your mind tried
                   to heal itself, the same way your body
                   heals.  Your mind might still be healing,
                   little by little, day by day.

                                  LOGAN
                   Or maybe not.
                           (pause, looks to Xavier)
                   Can you go back in?

                                  XAVIER
                   It's too dangerous.

                                  LOGAN
                   So, except for finding out my old Secret
                   Service boss helped put the screws to me,
                   I'm right back where I started.

     Xavier doesn't know what to say.

     EXT.  X-MANSION, LIVING QUARTERS HALLWAY  DAY

     Just outside Logan's door, Jean's been listening.  She exits.

     INT.  X-MANSION, PARLOR -- DAY

     Jean walks to a mirror.  Touching the mirror's surface near the
     bottom corner, she causes the glass the slide open, revealing a
     HIDDEN CAMERA.  She punches a few button's on the camera's
     housing.  The camera ejects a CD-ROM DISC.  Jean takes it.

     INT.  X-MANSION SUB-BASEMENT, WAR ROOM -- DAY

     At the security station, Jean loads the CD disc into a computer.
     On one SCREEN: IMAGES of the EMPTY PARLOR, from the mirror-hidden 
     camera P.O.V., with "SECURITY CAMERA 7" super-imposed.

     Jean types on a keyboard.  ON SCREEN: "8/04 12:34pm."  The screen
     goes staticy, then FAST FORWARDING IMAGES fly by, as a night in
     the parlor time lapses into day.  The X-Men are shown arriving
     with Xavier.  Beast, Iceman, Cyclops, Jean, Angel and Logan.  Now,
     the RECORDING goes to normal speed with SOUND:

                                  XAVIER
                           (from video playback)
                   ... to see a marked improvement in this
                   team upon my return.  Will I see such an
                   improvement, Scott?  Can I depend on that?

                                  CYCLOPS
                           (from video playback)
                   Where there's room for improvement, yes.

     The IMAGES FREEZE.  Jean uses a jog shuttle to move a few frames 
     forward.  She uses a MOUSE ICON ON SCREEN to create a FRAMING BOX 
     around the X-Men, fiddles with the composition till she's
     satisfied.  She types.  ON SCREEN, the words: "PRINT HARD COPY."


     INT.  X-MANSION, LOGAN'S LIVING QUARTERS -- NIGHT

     Logan enters.  He shuts the door, then stops, noticing something.
     His memory box sits in the middle of his bed.  Logan walks over
     and opens the memory box.  Inside, on top of all the other snap-
     shots, there's a b+w PHOTO of LOGAN and the other X-MEN.

     It's the photo Jean culled.  Logan picks it up, studies it.


     INT.  THE COMPOUND -- NIGHT

     The Torture Room door opens onto the catwalk. Torturer, toting an
     UZI, follows FOUR ARMED TROOPERS carrying Beast's unconscious
     form.  They do not notice as Beast opens one eye and looks around.

     The guards take Beast to a stairwell, carrying him down.  Suddenly 
     Beast springs to action, grips the two Troopers carrying him by
     his arms, KNOCKS their heads together, and at the same time KICKS.

     The Troopers at his feet tumble down stairs.

     Beast, still gripping one Trooper, turns as Torturer raises his
     gun.  Beast shoves the Trooper back, knocking Torturer over as his 
     machine gun BLASTS into the air.

     Beast leaps up to the catwalk rail and runs, keeping his balance,
     like a tightrope walker in a big hurry.

     On the stairs behind, Troopers recover and shoulder their rifles.

     Beast continues running.  Below, several Troopers spot him and
     raise their machine guns, FIRING.  Bullets RICOCHET.  Beast leaps
     off the rail, into the air, catches a chain hanging from a pulley 
     system above the Compound's work area far below.

     DOWN AT GROUND LEVEL, Gyrich comes from a room, dressed in his 
     pajamas, an automatic pistol in each hand.  He sees guards firing 
     their guns into the air, looks to see Beast climbing the chain.

                                  GYRICH
                   Son of a...

     Gyrich SHOOTS up at Beast, firing both guns at once.  Above, Beast 
     lets go of the chain and grips the roof's metal-girder frame work, 
     swings hand over hand from beam to beam, really moving.  Below,
     Gyrich runs to follow, still double blasting.

     Beast takes one last mighty swing and releases, flying towards a 
     section of translucent windows...

     EXT.  THE COMPOUND, BROOKLYN NAVY YARD -- NIGHT

     With a CRASH, Beast BASHES out through the windows...

     Beast lands on the ground far below, on his feet, crouching. 
     Unfortunitely, a JEEP'S headlights are CLOSING IN on him fast...

     Beast leaps and pushes off of the Jeep's hood with both feet, 
     flipping.  The Jeep (top down) moves below.  Beast lands in back, 
     turns to face the STARTLED TROOPER at the wheel.

                                  BEAST
                   What?  You're not glad to see me?

     Beast throws Startled Trooper out and takes the wheel.

     Behind, Gyrich and guards pour from the Compound, running after
     the Jeep and firing.  Bullets slam the rear of the Jeep.

     Beast accelerates, looking to the chain link fence ahead.
     Beast's Jeep SLAMS into the fence, BURSTING through...

     The Jeep soars high above-the East River's steep bank.  Beast
     leaps clear, diving into the water.  The Jeep SPLASHES down.


     <u>P.O.V.</u>: THROUGH ANGEL'S MAGNETIC DETECTION VISOR -- MANHATTAN

     Again, the city below is a black and white mosaic, except for a
     spot of seething, RED ENERGY.  The image blurs, then sharpens.

     IN THE SKY OVER MANHATTAN, Angel flaps his wings, looking through
     the visor, treading air.  He leans forward, spiraling downwards.

     EXT.  HARLEM STREET -- NIGHT

     On this bleak street, Toad walks towards a boarded-over warehouse, 
     carrying two bags of groceries.  At the front of the warehouse,
     Toad looks around, then pushes through the front door.  Above,
     Angel peers down from the roof, then withdraws.

     ON THE WAREHOUSE ROOFTOP, Angel kneels down and takes off the
     visor and antennaed device.  He sets the device down, flicks a
     switch.  A TRACKING DEVICE BLINKS and BEEPS quietly.

     INT.  X-MANSION SUB-BASEMENT, WAR ROOM -- NIGHT

     A RED LIGHT LIGHTS UP and a BUZZER SOUNDS at the security station. 
     Xavier wheels over to punch some buttons.  In front of him, a MAP 
     appears on screen of MANHATTAN.  A BLUE DOT shines in Harlem.

     Xavier turns quickly, pushes down an X-shaped button.  ALARM.

     EXT.  HARLEM WAREHOUSE ROOFTOP -- NIGHT

     Angel moves across the roof to the back of the building, looks
     over.  He can see light from a window below, can't see in.  He
     looks back across the roof to the tracking device, thinking.

     Deciding, Angel crosses the roof, enters through the roof doorway.

     EXT.  X-MANSION GROUNDS -- NIGHT

     We're high up, looking down at the X-grounds.  Far behind the
     Mansion, beyond the forests, a rocky patch of land rumbles...

     A huge, rock-camouflaged HATCH opens up in the earth.
     The X-CHOPPER, a giant, retro-fitted military helicopter with an
     "X" painted across its nose, rises up and heads out.

     INT.  HARLEM WAREHOUSE, STAIRWELL -- NIGHT

     Angel comes quietly down a pitch dark stairwell.  The only light
     comes from between double, metal doors on the landing below.
     Angel creeps to the doors and peers through the crack.

     ANGEL'S <u>P.O.V.</u>: The warehouse- has been tastefully decorated.  The
     Brotherhood's across the room at a big meeting table.  Magneto, 
     Juggernaut and Sabretooth scheme over maps and construction plans.

     We CAN'T HEAR what they're SAYING.

     Blob is also at the table, but he's occupied with the groceries
     Toad's brought, digging through the bags and stuffing his face.
     At Magneto's end of the table, Sabretooth looks this direction.
     He starts walking this way, towards the double doors.

                                  MAGNETO
                   Where are you off to, Sabretooth?

     IN THE STAIRWELL, Angel backs away, moves quickly up the stairs. 
     Sabretooth throws open the doors.  Angel freezes on the dark
     stairs above, hidden, fearful.  Sabretooth sniffs.

                                  SABRETOOTH
                   Fie-fi-foe-fan... I smell the blood of an
                   X-Man.

     EXT.  MANHATTAN SKY -- NIGHT

     The X-Chopper moves over the city, rotors raging.

     INSIDE THE X-CHOPPER, Xavier's piloting.

     EXT.  HARLEM STREET -- NIGHT

     ABOVE THE HARLEM WAREHOUSE, the X-Chopper comes low, huge
     SPOTLIGHTS shining down.  The side door of the chopper slides
     open.  Cyclops, Iceman, Logan and Jean leap down to the roof.

                                  CYCLOPS
                   Where's Angel?!

     INT.  HARLEM WAREHOUSE, BROTHERHOOD HIDEOUT -- NIGHT

     Logan's CLAWS SLASH locks.  The doors are pushed open.  Cyclops, 
     Iceman, Jean and Logan are attack-ready.  No Brotherhood.  No
     maps.  The meeting table and other pieces of furniture have been 
     overturned.  A fire burns in a fireplace.  The X-Men spread out.

                                  LOGAN
                   I'm checking downstairs.

     Logan exits.  Iceman moves to the fireplace, blows cold air from
     his mouth, till the fire goes out.  He reaches to pick up a few
     edges of paper which have not burned yet.

                                  ICEMAN
                   They're burning some sort of maps...
                   something about the subway systems.

     Jean stops, sees a band sticking out from under the meeting table.

                                  JEAN GREY
                   Scott... here!

     Scott hurries to her side, pushes aside broken chairs, helps her
     flip the heavy table.  They stare down in horror.

                                  CYCLOPS
                   ... oh, Lord... Warren...

     Angel lies face down on the floor, unconscious.  HIS WINGS HAVE
     BEEN BROKEN, bent at extreme angles, dirty.  Crippled.


     INT.  X-MANSION UNDERGROUND HELIPORT -- NIGHT

     The cavernous heliport's lights come to life, illuminating
     darkness as the huge hatch above begins to open.  The X-Chopper 
     arrives, enters slowly into the heliport, landing.

     INSIDE THE X-CHOPPER, Cyclops yanks the door up, revealing Beast.

                                  CYCLOPS
                   Hank?

                                  BEAST
                   In the furry flesh.  What's happened?

                                  CYCLOPS
                   Warren's hurt.  The Brotherhood got him.

     Cyclops, Jean, Iceman and Logan unload Angel's stretcher.

                                  BEAST
                   How bad is he?

                                  CYCLOPS
                   We don't know yet.  We have to get him to
                   the infirmary.

     Jean grabs Beast around the neck and hugs him.

                                  JEAN GREY
                   Thank God you're okay.

                                  ICEMAN
                   Welcome home, buddy.

     Jean kisses his cheek, then releases him and joins the others in 
     wheeling Angel away.  Logan slaps Beast on the back.

                                  BEAST
                   I'll be right behind you.
                           (enters the HELICOPTER)
                   Charles?

     Xavier is still at the controls.  Beast is concerned.

                                  XAVIER
                           (anger, near tears)
                   Why would he go in without us?  Did he
                   think he had something to prove?

                                  BEAST
                   Would you like a moment alone?

     Xavier sucks in his sorrow, refuses to let tears come.  Beast puts
     his hand on his shoulder.  Xavier reaches to clutch Beast's hand.

                                  XAVIER
                   I can't tell you how relieved I am to have
                   you back.  I was worried.

                                  BEAST
                   I'm fine.

     Xavier unclasps his wheelchair from its cockpit fittings.

                                  XAVIER
                   They need us in the med-lab.

     EXT.  BROOKLYN NAVY YARD, THE COMPOUND -- NIGHT

     The two government tractor trailer's speed out from the Navy Yard. 
     They rumble down Brooklyn streets, moving quickly.

     EXT.  MANHATTAN STREETS, EAST SIDE -- NIGHT

     A yellow CAB comes to a halt in a deserted, grim area.

                                  CAB DRIVER
                   Are you sure this is where you want?

     Magneto gets out from the back, throws money in on the front seat.
     The cab leaves.  Magneto walks, carrying a suitcase.  He's below
     vast spans of the Queensboro Bridge.  He opens the suitcase on an 
     overturned trashcan.  The case contains his BODY ARMOR and HELMET.

     EXT.  MANHATTAN ROOFTOPS -- NIGHT

     Toad (body armor) is running, fast, leaping from roof to roof.  He 
     bounds up to great heights, then down great distances.

     He comes to the edge of one roof and stands there crouched,
     looking down.  Below, there's a bright red FIRE STATION.

     INT.  CENTRAL PARK -- NIGHT

     On 57th Street, at the southern edge of Central Park, Juggernaut
     rises to peer over a stone wall.  A horse and carriage passes. 
     Juggernaut walks, crushing the wall as he comes onto the sidewalk.

     He RIPS up the sidewalk grate, leaps into the underground.

     EXT.  FIFTH AVENUE, TRUMP TOWER -- NIGHT

     Little traffic on Fifth Avenue at this hour.  Sabretooth, in a
     large overcoat, comes down the sidewalk.  He looks up to the
     golden splendor of Trump Tower.

     He looks around, throws off his coat (body armor).  He runs and
     leaps, digging his claws into the glass... climbing Trump Tower.

     INT.  TIMES SQUARE UNDERGROUND SUBWAY -- NIGHT

     Blob walks along, carries a pizza box and eats slices.  He seems 
     nervous, passing a cop.  The COP watches, amazed by his girth.

                                  COP
                   No food on the trains, tubby.

     FURTHER ON, DOWN STAIRS, near the change booth, Blob comes to face
     a dilemma.  Ahead are the TURNSTILES.  How's he going fit?

     Inside the change booth, the ATTENDANT'S counting money.  The
     SOUND of CRUNCHING METAL is HEARD.  Attendant looks up, just in
     time to see Blob waddling on past the bent, BROKEN TURNSTILES.

                                  ATTENDANT
                   Hey... hey!

     DOWN OTHER STAIRS, ON THE SUBWAY PLATFORM, Attendant rushes to
     follow, but Blob's gone.  Attendant looks to an APATHETIC MAN.

                                  ATTENDANT
                   You see a fat guy go through here?
                           (Apathetic Man nods)
                   Where'd he go?

     Apathetic Nan points off the platform, to the subway tunnel.

     INSIDE THE SUBWAY TUNNEL, Blob walks the junk-strewn, wet, grimy 
     tracks, still eating pizza and humming a little tune.
     He strolls along facing RED SIGNALS, with GREEN SIGNALS behind.

     INT.  X-MANSION, MEDICAL LABORATORY -- NIGHT

     Inside white curtains, Angel is strapped into a complicated
     bed/stretcher, face down, tubed up.  His wings are supported by
     slings, wrapped in gauze.  Jean stands holding his hand while
     Xavier checks life-support equipment.

     Across the lab, Cyclops works other equipment.  Lensed SCANNING
     DEVICES move back and forth over Beast, who lays on an examination 
     table.  Iceman and Logan watch with Cyclops, studying the VIDEO 
     SCREENS which show images of Beast's SKELETAL SYSTEM and innards.

                                  ICEMAN
                   Are you kidding?  You stole a car?

                                  BEAST
                   Well, I couldn't get a cab, and people
                   tend to stare when I take the bus.

                                  CYCLOPS
                   Turn over on your stomach, Henry.

                                  LOGAN
                   I say we head on down to Brooklyn and give
                   the government boys some payback.

                                  CYCLOPS
                   No time for that.  As soon as we're done
                   here, we're air-mobile.  The Brotherhood's
                   got to figure if we found them once, we
                   might find them again.

     Xavier exits the curtained area, crosses to the exam table.

                                  ICEMAN
                   How's Warren?

                                  XAVIER
                   He'll make it.  But... it's doubtful his
                   wings will be able to heal.

     Collective misery.  Scanners continue moving over Beast.  The 
     monitoring station gives off a BEEP.  Cyclops gets back to it.

                                  BEAST
                   What was that?

                                  CYCLOPS
                   I'm not sure.  Hold still.

     On the monitor: a DARK SPOT on the X-ray image of Beast's
     shoulder.  A loud, BUZZING ALARM is HEARD O.S....

     Logan looks.  Across the room, a RED LIGHT above the door FLASHES.

                                  LOGAN
                   Now what?

                                  XAVIER
                           (looking, worried)
                   I set the War Room systems to monitor
                   Manhattan's emergency broadcast system.

     EXT.  TRUMP TOWER ROOFTOP -- NIGHT

     Sabretooth climbs onto the roof.  Ahead, TWO beautiful HELICOPTERS
     are parked on the heliport.

                                  SABRETOOTH
                   Decisions... decisions.

     Sabretooth goes to one, works his claws into the seam of the door, 
     rips the door off and throws it aside.

     EXT.  FIRE STATION -- NIGHT

     A SIREN is HEARD.  Through the windows of the station's garage
     door, FLASHING LIGHTS start SPINNING just before the garage door
     is MANGLED as a long, hook and ladder FIRETRUCK crashes out.
     Angry firemen chase after the firetruck as it speeds away.

     INSIDE THE FIRETRUCK, Toad drives, looking back, laughing.

     ON ANOTHER STREET, Toad's hook-and-ladder firetruck takes a corner
     at full speed.  Above, Sabretooth's Trump-chopper moves into the 
     canyon formed by the buildings, following.

     EXT.  UPSTATE NEW YORK ROADWAY -- NIGHT

     The two tractor trailers from the Compound rumble onwards.

     INT.  X-MANSION, WAR ROOM -- NIGHT

     Iceman's flipping switches, tuning a complicated SCANNER.  All he's 
     getting is STATIC.  Then: GARBLED, URGENT VOICES...

                                  MAN'S VOICE (V.O.)
                   ... all emergency vehicles... immediately
                   to 59th Street and Fifth Avenue.  This is
                   a eleven-eighty emergency.  Repeating...

                                  ANOTHER OVERLAPPING VOICE (V.O.)
                   ... the hell's going on out there?

                                  FEMALE VOICE (V.O.)
                   You're not going to believe this.
                   Dispatch says the Queensboro Bridge just
                   fell into the East River.

     INT.  X-MANSION, MED-LAB -- NIGHT

     On a MONITOR SCREEN: the black spot inside Beast undergoes 
     "MAGNIFICATION."  It's a small, ELECTRONIC DEVICE.  Xavier's at 
     Beast's shoulder, separating the fur.  He finds STITCHES.

                                  XAVIER
                   There's an incision here, Henry.  When did
                   they do this?

                                  BEAST
                   I don't know.  Not while I was awake.
                   Let me see it, Scott.

     Cyclops swings one monitor around for Beast to look at.

                                  BEAST
                   Oh, hell... they set me up.

                                  CYCLOPS
                   What... ?

                                  BEAST
                   That's a tracking device.  They wanted me
                   to escape.

     A loud ALARM is HEARD.  Everyone looks to the ceiling.

     EXT.  X-MANSION GROUNDS -- NIGHT

     The government tractor trailers SLAM through the main gates.

     INT.  COMMAND CENTER TRAILER -- NIGHT

     TWELVE of Gyrich's TROOPERS are seated along the sides of the
     trailer near the back.  Forward, Gyrich stands with Trask in front
     of a command post of controls and video monitors.

                                  GYRICH
                   Release the Sentinels!

     EXT.  X-MANSION GROUNDS -- NIGHT

     The other tractor trailer takes the lead, speeding along.  Its
     roof splits open... THREE SENTINEL ROBOTS fly out.

     The Sentinels, one RED, one GREEN and one BLUE, are eight foot
     tall monstrosities, eyes glowing, stiff and angry looking robots, 
     rising up via jet propulsion systems built into their feet.

     INT.  X-MANSION, MAIN FOYER -- NIGHT

     ALARM. Cyclops, Beast, Jean, Logan and Iceman charge into the
     foyer, heading towards the front door...

     The front door is SMASHED inwards.  Red Sentinel enters.
     The X-Men come to an abrupt, awe-stricken halt.

                                  RED SENTINEL
                   Mutants.

     A PANEL opens on Red Sentinel's chest.  PLOOT - PLOOT -- two
     SILVER BALLS land on the floor and roll towards the X-Men.

                                  CYCLOPS
                   Take cover!

     X-Men scatter towards the wings of the mansion...

     Cyclops and Logan head left.  Beast, Iceman and Jean head right.

     BOOM -- the silver balls EXPLODE HUGELY, rocking the house,
     throwing Logan and Cyclops into the library...

     In the other wing, the fireball blast and debris follow and SLAM
     Beast, Jean and Iceman as they moves into the parlor.

     IN THE FOYER, Red Sentinel goes left.  Blue Sentinel and Green 
     Sentinel enter.  Blue Sentinel heads into the house.

                                  BLUE SENTINEL
                   Divide and conquer.

     IN THE PARLOR, Beast grabs Jean to help her up.  Green Sentinel 
     enters.  Green Sentinel opens his mouth -- SPEWS a CLOUD of THICK
     GAS.  His HEAD SPINS AROUND, vomiting gas... Iceman, Beast and
     Jean are immediately enshrouded.

     IN THE LIBRARY, Red Sentinel enters, sees Logan on the ground,
     grips a tall bookcase and shoves it over on top of Logan.  Cyclops
     is down.  He turns and looks up as Red Sentinel closes in.

     ELSEWHERE IN THE MANSION, Blue Sentinel comes to the ELEVATOR for
     the sub-basements, grips the doors and begins forcing them open.

     EXT.  MANHATTAN STREETS -- NIGHT

     Toad's firetruck rounds another corner, taking it short.  The
     truck clips a fire plug, which gushes.  The few cars on the street 
     have no chance against the firetruck as it RAMS its way past. 
     Sabretooth's helicopter still follows above.

     INSIDE THE FIRETRUCK, the steering wheel's been torn off and a 
     screwdriver is jammed in the column.  Toad pushes a fire axe down
     on the accelerator and wedges it against the driver's seat.

     OUTSIDE THE FIRETRUCK, Toad smashes the rear window and climbs
     out.  He moves quickly back to the ladder controls.  He turns the 
     elevating cylinder, begins raising and extending the truck's 
     telescoping ladder as the vehicle races onwards.

     UP, IN THE HELICOPTER COCKPIT, Sabretooth watches, pushing the
     stick to take the chopper lower.

     ON THE FIRETRUCK'S BACK, Toad runs to the extending ladder and
     starts climbing.  He looks the direction the truck's heading.

     Ahead, cars are pulling over to make way.  The firetruck heads
     fast towards the wide mouth of the HOLLAND TUNNEL.

     Toad reaches the top of the ladder, and leaps...

     He manages to grip the skid of Sabretooth's helicopter.

     BELOW, the ladder is severed as the firetruck rushes into the
     tunnel, crashing into cars in its lane...

     INSIDE THE TUNNEL, the firetruck slams the wall, then rebounds
     across the median and into oncoming traffic.

     OUTSIDE THE TUNNEL, an EXPLOSION throws outs a FIREBALL.

     INT.  X-MANSION -- NIGHT

     IN THE MANSION'S PARLOR, Green Sentinel's built in vents SUCK the 
     remaining gas in the room, revealing Jean and Beast unconscious.

                                  GREEN SENTINEL
                   Two mutants down.

     Green Sentinel turns, sees a large, ICE EGG nearby.

                                  GREEN SENTINEL (CONT)
                   Third mutant pending...

     Green Sentinel holds up his hands.  SHORT SPIKES POP up from his 
     palms.  He begins pounding on the ice egg, trying to crack it.

     EXT.  X-MANSION -- NIGHT

     Red Sentinel CRASHES through the mansion roof, his arms wrapped
     around Cyclops from behind, carrying Cyclops upwards.

     FOLLOWING with Red Sentinel: Cyclops struggles, can't break the 
     Sentinel's grip.  He looks down... struggles to lean forward...

     Cyclops lets out a BLAST from his visor, manages to hit Red
     Sentinel's right rocket-foot, DESTROYING it...

     Red Sentinel begins flying irregularly... spinning...

                                  RED SENTINEL
                   Propulsion systems damaged.

     Red Sentinel's heading for the forest, out of control.  He hits 
     treetops, dropping Cyclops...

     Cyclops falls through tree limbs and lands on the forest floor.

     INT.  X-MANSION, LIBRARY -- NIGHT

     Logan's hand pushes out from under the toppled bookshelf, looking
     to get a grip.  He strains to push the bookshelf off.

     INT.  X-MANSION, SUB-BASEMENT HALLWAY/MED-LAB -- NIGHT

     Blue Sentinel pounds his way out of the elevator, looks around.

     IN THE MED-LAB, Blue Sentinel peers in, sees the curtained area.

     BLUE SENTINEL'S <u>P.O.V.</u>: read outs and HEAT SENSORS SEE THROUGH the
     hospital curtains and interpret Angel's motionless form.

                                  BLUE SENTINEL
                   Mutant.

     IN THE DOORWAY, Blue Sentinel takes a step forward.  A SHRILL
     WHISTLE is HEARD.  Blue Sentinel halts, looks down the long
     hallway.  Xavier is there.  He waves at Blue Sentinal.

                                  XAVIER
                   Here I am!  Come get me.

     Blue Sentinel moves to follow as Xavier wheels away.

     INT.  TIMES SQUARE SUBWAY TUNNEL -- NIGHT

     Blob stands in darkness, waiting.  A TRAIN is GETTING CLOSE.

     A HEADLIGHT brightens the tunnel.  A SUBWAY TRAIN rounds a bend, 
     WHEELS SQUEAKING, heading right at Blob.  Blob closes his eyes,
     holds his arms up, like waiting to embrace.  The train's HORN
     blares.  BRAKES SCREAM.  Blue sparks fly...

     The train hits Blob full speed, but Blob is IMMOVABLE.  The
     train's lead car crumples, like a metallic accordion...

     Cars jack-knife onto each other, crushed against support pillars.

     INT.  UNDERGROUND SUBWAY SWITCHING STATION -- NIGHT

     A utility door is kicked over.  Juggernaut enters this dank,
     switching station.  No trains.  He takes a giant breath of air,
     holds it and heads across the tracks, towards the opposite wall.

     Juggernaut hits the wall and just plain keeps going.  The wall 
     CRUMBLES as Juggernaut MOVES ON, into the earth, unstoppable...

     EXT.  UNDERWATER, BOTTOM OF THE EAST RIVER -- NIGHT

     The polluted river bottom is covered in muck and garbage.
     Juggernaut's fist punches through the loam.

     INT.  UNDERGROUND SUBWAY SWITCHING STATION -- NIGHT

     The hole Juggernaut made is quiet.  Then, a ROARING SOUND.
     Water begins POURING through, its intensity increasing.  Water
     RAGES in at an incredible rate, flooding the station.

     EXT.  UNDERWATER, BOTTOM OF EAST RIVER -- NIGHT

     Water, water everywhere.  Juggernaut trudges along the murky river 
     bottom, past a rusty car and a few skeletons with feet in cement.

     EXT.  X-MANSION GROUNDS -- NIGHT

     The tractor trailers are parked in front of the mansion.

                                  GYRICH'S VOICE (O.S.)
                   These X-Men are wimps!

     INT.  COMMAND CENTER TRAILER -- NIGHT

     Gyrich and Trask are grinning into the vid-monitor glow.  Gyrich 
     points at a MONITOR where GREEN SENTINEL'S VIDEO-<u>P.O.V.</u> is shown
     as Green Sentinel's hands pound the ice egg.

                                  GYRICH (CONT)
                   There.  Him.  Make him hit harder.

                                  TRASK
                   Mister Gyrich, I told you, we only
                   observe.  That's the beauty of it... the
                   Sentinels think for themselves.

     INT.  X-MANSION, PARLOR -- NIGHT

     Green Sentinel continues pounding on the ice egg with both fists.
     He manages to put a big CRACK in it.  He picks it up and throws.
     The ice egg hits the wall, smashing antiques.

     The ice egg EXPLODES and Iceman stands straight...

     He shoots ICE BALLS into Green Sentinel's chest, but, Green
     Sentinel leans forward and JETTISONS his HEAD like a missile...

     Green Sentinel's head SLAMS Iceman, shoves him against the wall.

     EXT.  X-MANSION GROUNDS, FOREST -- NIGHT

     Cyclops is hurt, running through the forest fast as he can.

     Behind, Red Sentinel follows, slowed by its shattered foot.

     INT.  X-MANSION, DANGER ROOM -- NIGHT

     Xavier wheels quickly across the Danger Room.  He reaches one
     wall, trips a switch on a hidden panel, reveals a KEYPAD.
     At the D.R. doors, Blue Sentinel comes to look in.  Blue Sentinel
     does not enter yet, seems unsure, like he's checking the terrain.

                                  XAVIER
                   Come on... what are you afraid of?

     Blue Sentinel decides, starts charging towards Xavier.

     Xavier quickly punches buttons on the keypad.

     Blue Sentinel is coming.  Xavier pushes keys.  Blue Sentinel is...

     KA-BOOM -- a BATTERING RAM CRUSHES Blue Sentinel from above.
     Blue Sentinel's fuel tanks EXPLODE.  Xavier shields his eyes.

     The ram rises.  Blue Sentinel is a pancake.

     INT.  X-MANSION, PARLOR -- NIGHT

     Green Sentinel's headless body picks Iceman up, lifts him upside
     down.  Green Sentinel's head watches from where it lays.

                                  GREEN SENTINEL'S HEAD
                   Destroy the mutant!

     Green Sentinel's headless body is about to ran Iceman head-first
     onto the floor, but -- CRUNCH -- a thick ICE SPEAR suddenly SHOOTS
     from Iceman's chest, SKEWERING Green Sentinel...

     Green Sentinel drops Iceman and stumbles back, breaking the spear.

                                  GREEN SENTINEL'S HEAD (CONT)
                   Internal breech.

     Ice watches as sparks fly from Green Sentinel.  Green Sentinel's
     body folds to the floor.  He's out of order.

                                  GREEN SENTINEL'S HEAD (CONT)
                   Malfunction.  Malfunction.  Malfunction...

     Iceman grabs Green Sentinel's head, PUNTS it through a window.

     INT.  COMMAND CENTER TRAILER -- NIGHT

     Trask is looking unhappily at two STATIC FILLED MONITORS.

                                  TRASK
                   Oops.

                                  GYRICH
                   Oops?  Oops?!

     Gyrich shoves Trask, then turns to the Troopers, trying to calm.

                                  GYRICH (CONT)
                   Alright, gentlemen... duty calls.  Looks
                   like we're going to have to clean up this
                   spilled milk all by ourselves.

     The Troopers stand in unison, guns up Gyrich dons a helmet and
     grabs a mighty big gun, checking the load.

     EXT.  X-MANSION GROUNDS -- NIGHT

     Cyclops breaks into the open, headed back towards the mansion.
     A METALLIC TENTACLE grips his leg from behind and trips him up.

     Cyclops struggles.  Another tentacle joins the other in snaking
     around him.  They hold like gleaming anacondas.  Red Sentinel 
     approaches, tentacles jutting from his hands, reeling Cyclops in.

                                  RED SENTINEL
                   Mutant apprehended.

                                  LOGAN (O.S.)
                   Not so fast, tin man.

     Logan leaps up from behind and straddles Red Sentinel, wrapping
     his legs around its head, clawing down with both hands...

     Both of Red Sentinel's arms hit the ground, sparking.

     Red Sentinel turns, juking and jerking, till Logan is thrown.

     Logan hits the ground near Cyclops.  Red Sentinel turns to face
     them both, opens his CHEST COMPARTMENT, revealing GUN BARRELS.

                                  RED SENTINEL
                   Emergency procedures warranted.

                                  CYCLOPS
                   Close your eyes, Logan!

     Cyclops UNLEASHES a VISOR BLAST like none other.  The BLAST
     STRIKES Red Sentinel in the chest, sends Red Sentinel flying up
     into the air, flailing, over the X-Mansion...

     INT.  COMMAND CENTER TRAILER -- NIGHT

     Gyrich is by the door, ready to have the Troopers follow.

                                  GYRICH
                   Are we ready?

     "Yes sir," is the in unison response.  But, at the other end of
     the trailer, Trask abruptly stands at his monitors, pale.

                                  TRASK
                   Gyrich... Gyrich!

                                  GYRICH
                   What is it?!

                                  TRASK
                   There's... there's a problem with one of
                   the Sentinels.

     A WHISTLE is HEARD.  Trask listens.  Everyone listens.  The
     WHISTLE sounds like an incoming bomb, getting LOUDER.

     EXT.  X-MANSION GROUNDS -- NIGHT

     Red Sentinel is coming down fast, headed right for the truck.

     INT.  COMMAND CENTER TRAILER -- NIGHT

     BOOM -- one side of the trailer buckles as the Sentinel hits.
     The trailer flips sideways, throwing everyone.  Lights go out.

     Long pause.  MOANS are HEARD.  From pitch darkness:

                                  GYRICH'S VOICE
                           (bitter, mocking whining)
                   That's the beauty of it... Sentinels think
                   for themselves.

     EXT.  X-MANSION GROUNDS -- NIGHT

     Behind the mansion, Logan pulls the metallic tentacle off Cyclops
     and throws it away.  Logan holds out his hand, helps Cyclops up.

                                  CYCLOPS
                   Thanks.

                                  LOGAN
                   Same here.

     Logan gives a grin, then runs to the Mansion.  Cyclops follows.

     EXT.  MANHATTAN, BROOKLYN BRIDGE -- NIGHT

     Manhattan is alive with the SOUNDS of SIRENS.  Black smoke rises
     from several areas.  An OCCASIONAL distant EXPLOSION is HEARD.

     Traffic on the Brooklyn bridge is stopped, jammed up.  The Brooklyn 
     Bridge.  Suspension bridge.  Monument to engineering.

     Magneto arrives, hovering high above the bridge, surrounded by his 
     circle of MAGNETIC POWER, looking down.

     Below, the bridge sways slightly.  Then, the hundreds of metal 
     suspender WIRES and diagonal stays begin to SHAKE and WAVER.
     Lights go dark.  The cables reverberate, like strings on a
     gigantic harp caressed by waves of magnetic disruption...

     Cables start SNAPPING, loudly, PLONKING and PINGING.  First a few,
     and then many.  Snapping, coiling and falling.

     Under the bridge, the steel floor with its 4 ton floor beams is 
     starting to peel away.  Floor beams fall to the river.

     The road surface RUPTURES in many places.  Finally, the strain is
     too much and the middle of the bridge goes.  Car and trucks plunge 
     into the East River.

     Magneto looks down at the continuing destruction with pleasure.

                                  MAGNETO
                   Welcome, New York City... welcome to the
                   new world order!

     The Brooklyn and Manhattan ends of the bridge crash to the water.


     EXT.  UNITED NATIONS BUILDING -- MORNING

     Dawn over the U.N.  Hordes of t.v. news vehicles are here, along
     with hundreds of S.W.A.T. teams and police vehicles and men.

                                  MAGNETO'S VOICE (V.O.)
                   Manhattan, in case you hadn't noticed, has
                   been brought to its knees.  Your subways
                   are flooded, your tunnels blocked...

     INT.  UN BUILDING, GENERAL ASSEMBLY HALL -- MORNING

     Magneto stands at the main speechifying platform, before
     microphones, cameras, and a S.R.O. throng of reporters.
     Toad, Blob, Sabretooth and Juggernaut stand behind Magneto.

                                  MAGNETO (CONT)
                   Your bridges, from Sixtieth Street to
                   Battery Park, are in ruins.  And, the
                   question issuing from the meek mouth of
                   humankind is, "Why, oh why has this bad
                   fate befallen us?"  Well, let my answer be
                   carried to the ends of the earth.  Because
                   you would not give us a place in your
                   world, we have taken this one small piece.
                   From this day on, the isle of Manhattan no
                   longer belongs to man.  It now belongs to
                   me and to mine.  To mutants.
                           (over HUB-BUB from
                           the assembled PRESS)
                   All those of the human persuasion will be
                   banished, while mutants are welcomed...
                   free to live in peace and solitude, away
                   from baseless discrimination, oppression,
                   and prejudice.  And, just so I am not
                   accused as a squatter or thief, I'm
                   offering the Mayor of New York City full
                   payment in exchange for his splendid
                   little borough.  However, I must admit I
                   haven't exactly accounted for inflation...

     Toad and Blob pick up a metal chest and bring it forward.  They
     open it and dump the contents: mounds of trinkets and beads.

                                  MAGNETO (CONT)
                   I'm paying the same price paid to the
                   Manhattan Indians.

     EXT.  X-MANSION GROUNDS -- MORNING

     Trask and Gyrich's Troopers lie on their bellies, all hog-tied and 
     helpless, near the trucks and the trashed Red Sentinel

                                  MAGNETO'S VOICE (V.O.)
                   To those law enforcement officials
                   gathering outside, and to the ever-
                   scheming leaders of the United States
                   military, I say, keep clear in your
                   memories the limitless power demonstrated
                   this morning.

     INT.  X-MANSION, LIVING ROOM -- DAY

     On a TELEVISION: Magneto's U.N. speech continues.

                                  MAGNETO
                           (from television)
                   Unless you wish to see it wielded again,
                   you'll keep us happy, and keep away.  The
                   only thing we Homo Superior further
                   require from man is the continued supply
                   of water and electricity into our city.

     In this damaged room, Xavier, the solemn X-Men, and Gyrich watch. 
     Gyrich is on his knees, hands and feet bound with duct tape.

                                  MAGNETO (CONT)
                   Now... thirteen bridges in and above
                   Harlem still stand untouched.  But, in
                   five short days, they too shall fall.  So,
                   citizens of Manhattan, it's time to go.  I
                   must warn you... looters, pillagers, and
                   stragglers will not be tolerated.  And,
                   with that said, let your exodus begin.

     Magneto steps away with the Brotherhood members following.
     Cameras follow.  The HUNDREDS of REPORTERS SHOUT questions.

                                  XAVIER
                   How does it feel, Gyrich?  You've just
                   cost hundreds, maybe thousands of lives.

                                  GYRICH
                   What are you talking about?

                                  XAVIER
                   If not for your attack, my X-Men might
                   have been there to stop the Brotherhood.

                                  GYRICH
                   Don't try to push off what a bunch of your
                   murdering mutant friends did, cripple.

                                  XAVIER
                   Get him out of my sight.

                                  CYCLOPS
                           (to Beast and Logan)
                   Outside with his friends.

                                  ICEMAN
                   What are we going to do with him?  He
                   knows where we live now.

     Logan and Beast come to pick up Gyrich, but he squirms away,
     backing himself up against the couch, frightened.

                                  GYRICH
                   Don't touch me!

                                  LOGAN
                   Calm down, sissy-boy.  We're not going to
                   hurt you, no matter how much we'd like to.

                                  GYRICH
                   Keep away from me.  I'll crawl out of here
                   on my belly before I let you put your
                   hands on me again.

     Gyrich is crawling awkwardly away, knocking over a table.

                                  BEAST
                   I believe he's under the ignorant
                   impression that we're somehow contagious.

                                  CYCLOPS
                           (watching Gyrich)
                   What a jackass.

                                  LOGAN
                   The popsicle's right though.  What do we
                   do with Gyrich and his barrel of clowns?

     Xavier considers this, then looks to Jean Grey.  Jean looks at
     Xavier, then gives a slight nod.  Xavier looks to Gyrich.

                                  XAVIER
                   Bring him here.  I know what to do.

     Logan and Beast go to pick Gyrich up.  Gyrich freaks, struggling.

                                  GYRICH
                   Get your hands off me!  Don't touch me...

     INT.  TRACTOR TRAILER CABIN -- DAY

     Gyrich jerks, screaming out...

                                  GYRICH
                   Don't touch me!

     He looks around, utterly disoriented.  He's in the driver's seat
     of a truck.  Trask, in the seat beside him, is also confused.

                                  TRASK
                   Did... did you say something?

                                  GYRICH
                   What?  What do you mean?

                                  TRASK
                   I thought you said something.

     They both look around, in a daze.

     EXT.  NEW JERSEY SUPERMARKET, PARKING LOT -- DAY

     Trask and Gyrich get out.  Gyrich walks to the second tractor
     trailer where glassy-eyed Troopers exit.  Trooper One leads.

                                  TROOPER ONE
                   What's going on?

                                  GYRICH
                   I... I don't know.  What is this place?

     Trooper looks towards the supermarket.  Gyrich marvels at the
     damaged on the Control Center trailer.

                                  TROOPER
                   I think it's New Jersey.

                                  GYRICH
                   What happened to this truck?

                                  TROOPER
                   Weren't we... going somewhere?

                                  GYRICH
                   What do you mean?  Where?

     Trooper tries to remember, pained and frustrated.

                                  TRASK
                   Gyrich.  Gyrich... where are my Sentinels?

     Trask comes to grab Gyrich by the arm and pulls him over to look
     into the open, empty rear of the other trailer.

                                  TRASK (CONT)
                   Where are they?  Who stole my robots?

     Gyrich is at a loss.  He watches as a WOMAN passes by with a cart
     full of groceries heading for her car.

                                  GYRICH
                   Something weird happened.

                                  TROOPER ONE
                   Can we go home now?


     EXODUS MONTAGE -- (TO THE TUNE OF RODGERS AND HART'S "MANHATTAN")

     - DAY.  Various MANHATTAN STREETS are full of slow moving traffic
       jams and THRONGS of PEOPLE all heading the same direction.
       Many cars are loaded with belongings.  The exodus has started.

     - The TRIBOROUGH BRIDGE has both lanes of bumper to bumper traffic 
       heading out towards Queens.  Men, women and children walk along
       with and amongst the car and trucks.

       At the QUEENS end of the bridge, POLICE and MILITARY MEN
       do the best they can to keep everything flowing.

     - Atop the EMPIRE STATE BUILDING, Blob and Sabretooth are hanging 
       outside the rail of the observation deck, laughing.  They drop
       pennies towards the street and watch the far O.S. results.

     - NIGHT.  High above COLUMBUS CIRCLE, mammoth MILITARY HELICOPTERS
       fly low with wide-mouthed LOUD SPEAKERS pointed downwards.
       MILITARY MEN throw handfuls of leaflets out into the air.

     - On a crowded STREET, leaflets flutter down.  One lands on the
       hood of a car.  It's on government stationary, announcing: 
       "MANDATORY EVACUATION!  WHY <u>YOU</u> MUST LEAVE."  In the background,
       MILITARY POLICEMEN help transport the sick from a hospital.

     - DAY.  In a ritzy PARK AVENUE SHOP, Toad, surrounded by piles
       of suits and shirts, hunched over as usual, studies himself
       in mirrors, admiring the fine Italian suit he's wearing and his 
       greased back, center-parted hair, feeling quite dapper.

     - Inside a big BANK VAULT, Juggernaut breaks open safe-deposit
       boxes, emptying containers of diamonds into a burlap sack.
       Behind him, Toad sits in a huge pile of money, throwing
       bills in the air, literally rolling in cash.

     - The exodus flows on past the famous Carnegi Deli.

       INSIDE THE CARNEGI DELI, the Blob is seated at a table, eating, 
       eating and eating.  The table is loaded with mounds of food.

     - Sabretooth lays out on a beach chair, sunning himself.  A tiger 
       strolls by.  We see that the relaxation spot Sabretooth's
       chosen is in the middle of the Central Park Zoo's tiger pit.

     - DAY.  The MANHATTAN SKYLINE.  An OBJECT rises from around
       midtown and floats in the air, moving.  The floating object is 
       Rockerfeller Plaza's, 4000 lb bronze statue of ATLAS, hovering
       forward across the city.

       Atlas heads to the Chrysler Building.  Magneto stands on the 
       highest, gargoyle-adorned roof ledge just below the Art Deco
       spire.  The ledge is adorned with lush, potted plants.  Magneto 
       watches as Atlas comes to rest as the ledge's centerpiece. 
       Satisfied, Magneto crosses to enter the building...

       INSIDE THE CHRYSLER BUILDING, Magneto comes through a window
       into what once was several floors of offices.  Now, however,
       this room has been "renovated," many floors torn away to give 
       Magneto's new, well furnished home an airy feel.

       Magneto takes a seat before what once was an elevator.
       It is now a giant fireplace with a roaring fire.  There are
       many unmistakable sculptures in the room, and all the walls are 
       covered in great works of art from New York's finest museums.


     INT.  CEREBRO ROOM -- DAY

     Dark.  Xavier, sweating hard, is seated at the center of the
     Cerebro device, wearing the strange Cerebro helmet.  His eyes are 
     closed.  RED LIGHT pulses strangely from under his eyelids.

                                  XAVIER'S VOICE (V.O.)
                           (projected, through Cerebro)
                   <i>There has been some movement.  As I</i>
                   <i>feared, Magnus' offer is proving to be</i>
                   <i>irresistible to many, despite the</i>
                   <i>bloodshed that facilitated it.</i>

     A translucent, psionicly produced GLOBE of the earth's surface
     hangs hazily in the air, alive with areas of fluctuating red
     energy.  Jean and Cyclops are on the other side of this globe.

                                  XAVIER'S VOICE (V.O.,CONT)
                   <i>None have reached the city yet, but they</i>
                   <i>are on their way.</i>

     INT.  WAR ROOM -- DAY

     Iceman's changing info-gathering reels of one bank of super-
     computers.  Logan's slumped down in a chair, watching the War Room 
     monitor's NEWS REPORT showing a MAN on the street interview.

                                  MAN ON STREET (V.O.)
                           (on television)
                   I say you let all the muties get in there,
                   and then the President drops a nuclear
                   bomb on the place.  That'd solve a lot of
                   problems all at once.

     Logan, angry, points a remote.  On a different channel, a
     NEWSWOMAN is on remote from the Brooklyn Heights Promenade.
     Tanks, trooper transports and soldiers face the waterfront.

                                  NEWSWOMAN (V.O.)
                           (on television)
                   ... at the borders of New Jersey,
                   Brooklyn, Queens and the Bronx,
                   effectively surrounding Manhattan.
                   However, military offensives in the East
                   Village, Tribeca and Times Square have
                   been easily repelled by the Brotherhood...

     Across the room, the door of the Cerebro room rises up as Cyclops, 
     Jean and Xavier exit.  Logan looks to them.

                                  XAVIER
                   Governmental policies being what they are,
                   I should have expected mutants to respond
                   to Magnus.  But, I had hoped for better.

                                  CYCLOPS
                   You've said it before, sir... one battle
                   at a time, to win the war.

                                  LOGAN
                   Speaking of war, Charlie... how much
                   longer you planning to keep us sitting on
                   the sidelines?

                                  XAVIER
                   Must we rehash this again?

                                  LOGAN
                   Yeah, I guess so.  Cause I'm itching,
                   alright?  And, the civilians have cleared
                   out of Manhattan, and the Army-boys and
                   the Marines had their shot and they blew
                   it.  So, what are we waiting for now?

                                  CYCLOPS
                   Cool down, Logan.

                                  LOGAN
                   No.  See, you and Jeanie may think every
                   word out of Xavier's mouth is a pearl of
                   wisdom, but to me it's just a lot of hot
                   air lately.

                                  XAVIER
                   If you feel so strongly, why not go
                   without the others?

                                  LOGAN
                   I would if I thought I could take the
                   Brotherhood alone.  But, even I'm not
                   quite that talented.

                                  JEAN GREY
                   Careful there... you almost came right out
                   and said you needed us.

                                  XAVIER
                           (to Logan)
                   It concerns me that you're so anxious for
                   this fight.

                                  LOGAN
                   What do you want?  You want to hear that
                   you put my Karma back together so great
                   that I'm just a grinning, happy fellow
                   now?  I'm not going to lie to you.
                           (points to t.v. news)
                   All I'm saying is, the longer it take us
                   to start slamming, the deeper they dig in.

                                  XAVIER
                           (nods, smiles)
                   You've made your point.
                           (to the others)
                   Iceman... go with Jean and Cyclops.  You
                   leave for Manhattan tonight.  Collect
                   Beast from the med-lab.  Tell him I'll be
                   along soon to look after Angel.

                                  LOGAN
                   That's more like it.

                                  XAVIER
                   Stay behind a moment, Wolverine.

     Xavier wheels over to take the remote and "MUTES" the TV while 
     Cyclops, Iceman and Jean leave.  Logan waits.

                                  XAVIER (CONT)
                   It's been a long journey for you to get
                   where you are today.  In many ways I've
                   been proud of you...

                                  LOGAN
                   Look, I don't need...

                                  XAVIER
                   Please allow me to finish a sentence
                   without interruption, just this once.
                   Thank you.  As I was saying... you've come
                   far... but not nearly far enough.
                   Before you joined my X-men, they had
                   already faced the Brotherhood and been
                   defeated.  So you see, the status quo
                   would not do.  They lacked experience,
                   which you've helped with.  By introducing
                   them to your peculiar love of violence,
                   you've harden them to a certain extent,
                   and I thank you for that.  However, your
                   services are no longer required.

                                  LOGAN
                   What?

                                  XAVIER
                   I'm asking you to leave.  Gather your
                   things with as little disruption as
                   possible, and I'll have your motorcycle
                   brought around front.

                                  LOGAN
                   You... you can't do this.

                                  XAVIER
                   What do you mean?  Of course I can.  Is
                   this really so unexpected?  After all, you
                   haven't made much of an attempt to become
                   a part of the team.  I think Scott said it
                   best, when you first arrived... he said,
                   "He's not one of us," ... meaning you.
                   And even though Scott has made a martyr's
                   effort to accept you, it's become
                   increasingly obvious to me that he was
                   right from the start.

     Logan initial stunned misery is turning quickly to anger.

                                  XAVIER (CONT)
                   I don't know what else to say.
                           (long pause)
                   What are you waiting for?  Get out.

     Logan turns and walks.  Xavier watches him cross the War Room.

                                  XAVIER (CONT)
                   Logan... I've lied to you.
                           (waiting)
                   Logan, you are an X-Man.  You always will
                   be, till the day you decide otherwise.

     Logan slows to a halt.  He turns back to face Xavier.

                                  LOGAN
                   What is this?  Just another one of your
                   head games?

                                  XAVIER (CONT)
                   Forget what I said before... but never
                   forget how you felt when I said it.
                   Understand?  Remember how it would feel if
                   you lost everything you've gained...
                   everything you treasure so secretly.

     Logan stands there a long moment, letting this soak in.

                                  XAVIER (CONT)
                   Go on.  The Brotherhood's waiting.


     INT.  X-MANSION, UNDERGROUND HELIPORT -- NIGHT

     The X-Chopper's NOISY rotors spin.  Iceman hands cartons of
     medical supplies up to Cyclops.  Everyone's in body armor.

     INSIDE THE X-CHOPPER, Beast is at the controls, making a pre-
     flight check.  Jean's helping Cyclops load the stretcher Iceman's 
     offering up from outside the helicopter.

                                  CYCLOPS
                           (to Iceman, over rotors)
                   Where's Wolverine?

     Iceman looks around the heliport, then shrugs to Cyclops.  Jean
     comes to climb out of the chopper, heading across the heliport.

                                  JEAN GREY
                   I'll find him.

                                  CYCLOPS
                   Make it quick.

     INT.  X-MANSION, VARIOUS ROOMS -- NIGHT

     Jean moves from room to room, searching for Logan.

     IN THE LIVING ROOM, Jean looks in and sees Logan standing by the 
     fireplace, staring in at a fire there.  He's in battle gear.
     Jean's about to say something, but stops herself.  She walks away.

     INT.  X-MANSION, LOGAN'S LIVING QUARTERS -- NIGHT

     Jean pushes the door open and enters, looking around.
     She walks to Logan's desk.  The shoebox is there.  A pause, then
     she opens it.  Inside, there's only <u>one photo</u> left.  It's the 
     picture Jean gave Logan; the picture of Logan with the X-Men.


     EXT.  MANHATTAN SKYLINE -- NIGHT

     The X-chopper, dark, blurs past Manhattan's West Side.

     EXT.  WORLD TRADE CENTER -- NIGHT

     The X-chopper's floodlights come on it flies between the Twin
     Towers, then heads for nose-bleed heights.

     EXT.  CHRYSLER BUILDING -- NIGHT

     Magneto comes out onto the Art Deco ledge, peering forward.  Far
     off, a rigid pillar of light shines up from the Twin Towers.

     INT.  CHRYSLER BUILDING, MAGNETO'S HOME -- NIGHT

     Magneto comes in off the balcony, walking to table where is body
     armor and helmet are laid out.

                                  XAVIER'S VOICE (O.S.)
                   Good evening.

     Magneto wheels.  Xavier is there, in his wheelchair.

                                  MAGNETO
                   Charles... what a surprise.  Goodbye...

     Magneto thrust his hand out, not even looking that direction...

     An ornate SPEAR leaps from its mount on the wall and FLIES towards 
     Xavier -- passes right through Xavier and imbeds in the wall.

                                  XAVIER
                   I'm here in spirit...

     Xavier stands, and his wheelchair DISSOLVES into thin air.

                                  XAVIER (CONT)
                   Not in body.

                                  MAGNETO
                   Clever... though pointless.  You won't
                   mind then if I ignore you.  Your students
                   await their lesson.

     Magneto goes to begin donning his armor.

                                  XAVIER
                   You just don't see why I can't let you win
                   this, do you?  Mankind will never let you
                   keep their city.  They fill never stop
                   fighting to reclaim it.

                                  MAGNETO
                   They'll realize it's futile.

                                  XAVIER
                   You know the truth.

                                  MAGNETO
                   Isn't it a bit late in the game... ?

                                  XAVIER
                   The United States' military-industrial
                   complex needs a war, Eric.  They're
                   starving for one, hot or cold, and you're
                   giving it to them.  Because of you, the
                   Homo-Superior will neatly fill the gap
                   left by the fall of communism.  Mutants
                   will be cast forever as the new world
                   villain.  Is that what you want?

                                  MAGNETO
                   Nothing is gained without sacrifice.

                                  XAVIER
                   Turn back.  It's not too late.
                           (pause, waiting)
                   Don't promise utopia while leading us all
                   to the slaughter.

     Magneto says nothing, still strapping on his armor.

                                  XAVIER (CONT)
                   Then, it's my turn to pity you.

     XAVIER FADES, gone.


     EXT.  VARIOUS CITY STREETS -- NIGHT

     Chinatown Streets are empty.  Only a few abandoned cars.

     The narrow streets of Greenwich Village are dirty and deserted.

     The lights are on in Times Square, but nobody's home, except for a 
     pair of Army jeeps speeding to the north.  It's weird to be in
     this city without commotion or noise.  Creepy.

     EXT.  BROAD STREET, WALL STREET AREA -- NIGHT

     The X-Men walk along in formation.  Logan and Iceman watch behind.

                                  CYCLOPS
                   If anyone wants to pray, now's the time.

     They're passing the Gothic Trinity Church.

                                  BEAST
                   It's ironic we're so close to Wall Street.

                                  ICEMAN
                   Why's that?

                                  BEAST
                   Wall Street got its name from the wall
                   that used to keep Indians out of the city.

                                  LOGAN
                   Well, the cowboys are here.  Where's all
                   the Indians?

                                  JEAN GREY
                   They're on their way.  I can feel it.

     EXT.  STREET OF BROWNSTONES -- NIGHT

     The X-Men come around a corner, watching all directions.  This is
     a street of three-story brownstone buildings and shops.  A few 
     abandoned cars are near the corner.  Cyclops looks ahead, tensing.

                                  CYCLOPS
                   Stay awake, everyone.  Here we go.

     Everyone looks.  Down at the end of the block, Blob calmly waddles 
     into view, carrying Toad on his shoulders.

     Sabretooth and Juggernaut come out to take positions up at the
     other end of the street.  The X-Men move towards the center, book-
     ended by villains.  A show-down pause.

     Above, the air SIZZLES and the GLOW of Magneto's ball of MAGNETIC 
     ENERGY appears just before he does.  Magneto floats over the X-
     Men, moves to land atop one bordering building, looking down.

                                  MAGNETO
                   X-men.  Children of the Atom.  Surrender
                   now, while you still have your lives.

                                  CYCLOPS
                   We're fine... thanks anyway.

                                  MAGNETO
                   It would be so much better if you joined
                   us.  Make my city your homeland, with the
                   Brotherhood as friends.  Otherwise, we
                   have no choice but to kill you, and we
                   don't really want to do that.

                                  SABRETOOTH
                           (up to Magneto)
                   Speak for yourself.

                                  LOGAN
                   Then, what are you waiting for?
                           (POPS CLAWS, steps forward)
                   Let's boogie.

                                  CYCLOPS
                   We stick together, Wolverine.  Make them
                   bring the battle to us.

                                  MAGNETO
                   That is easily arranged, Cyclops.

     Magneto raises his arms and again generates his encompassing ball
     of shimmering MAGNETISM.  He hovers above the X-Men.

                                  MAGNETO (CONT)
                   Here is your doom!

     The SOUND of STATIC ENERGY in the air grows UNBELIEVABLY LOUD.

     The abandoned CARS on the street RISE up.  Metal LAMPPOSTS along
     the sidewalks begin to BEND and CREAK.

     Cyclops FIRES a BLAST from his visor, up at Magneto...

     The RED RAY is repelled by the Magneto's ENERGY FIELD.

     POWER LINES begin WHIPPING in sudden, violent wave patterns. 
     TRANSFORMERS atop telephone poles start FIRING SPARKS.

     The abandoned cars hurtle towards the X-Men.  Cyclops BLASTS one
     away, but the others are still coming.

                                  CYCLOPS
                   Jean!

     Jean raises her arms.  PSIONIC ENERGY WARPS the AIR around them.

     Jean creates a DOME of MENTAL ENERGY, with the X-Men protected
     inside.  The cars slam the dome, held there.

     Lampposts fly loose from the sidewalk cement, drawn inexorably
     towards the X-Men from all sides...

     They join the abandoned cars in POUNDING against the PSIONIC DOME.
     The X-Men are protected, but unable to fight back.  Magneto rises 
     further, teeth clenched and bared.

                                  MAGNETO
                   Impressive, Tinkerbell... but not enough.

     Magneto's spread fingers curl, and the intensity of the MAGNETIC
     BOLTS off his hands increases.  SOUNDS like SPEAKER FEEDBACK from 
     hell.  Up-street, Juggernaut and Sabretooth back away, grinning.

     Down-street, Blob backs off with Toad still on his shoulders.

     METAL STORM:  Metal objects come crashing from surrounding
     buildings, CAREENING through windows.  Silverware, scissors,
     chairs, desks, clocks, bed frames, lamps and stereos...

     All things metal.  From all sides.  Out all the windows of all the 
     tenement buildings...

     Metal objects, big and small, BASH the psionic dome, till you
     can't even see Jean's force field or the X-Men through the first
     coat of metal.  Above, Magneto closes his eyes, concentrating.

     EXT.  VARIOUS MANHATTAN BUILDINGS -- NIGHT

     Massive buildings SPEW metal out SHATTERING windows.

     It's like the Chase Manhattan Bank Building, the Marine Midland
     Bank Building and others are vomiting metal objects: computer 
     monitors, safes, file cabinets by the hundreds...

     ON ONE STREET, more cars are called to service, pulled upwards.

     ON ANOTHER STREET, a construction site is stripped of its steel,
     I-beam GIRDERS, like toothpicks in a single-minded wind.

     EXT.  STREET OF BROWNSTONES -- NIGHT

     Magneto floats to one side, making way, directing his energies.
     Metal rains down on the already impressive mound at mid-street.

     INSIDE JEAN'S PSIONIC DOME: OBJECTS can be HEARD CLUNKING down
     from outside.  Jean's straining.

                                  JEAN GREY
                   I... I can't hold it much longer.

                                  LOGAN
                   We got to find a way out of here.

     Logan gets on his knees, starts CROPPING at the ASPHALT with his 
     claws.  Cyclops backs away to the other side of the dome interior.

                                  CYCLOPS
                           (to Beast and Iceman)
                   Back off.  Clear a space.

     Cyclops looks to the street, lets out a sustained, NEEDLE THIN
     VISOR BEAN, cutting into the street... beginning a circle.

     OUTSIDE JEAN'S PSIONIC DOME: the metal storm continues.  The mound 
     over the X-Men is huge.  Above, I-beam girders hover.  Magneto
     brings one hand down.  ONE GIRDER follows the command, SPEARING...

     The girder RAMS the metal mound.

     INSIDE JEAN'S PSIONIC DOME: Jean reacts in pain as the dome shifts 
     inwards just slightly.  Another GIRDER is HEARD FOUNDING outside.

                                  JEAN GREY
                   Scott... hurry!

                                  CYCLOPS
                   Almost there!

     Beast is with Cyclops.  Cyclops has nearly finished the circle.

     Logan's still cutting his own ditch with Iceman helping throw
     aside chunks of asphalt.  Logan swings down and there's the SOUND
     of METAL AGAINST METAL, followed by a sudden, loud HISSING.

                                  LOGAN
                   Not good...

                                  ICEMAN
                   What?

                                  LOGAN
                   I broke a gas line.

                                  ICEMAN
                   What do we do now?

                                  LOGAN
                           (backing out of ditch)
                   Well, if spark hits it, what we do is we
                   fly up in the air about one thousand feet
                   and scream at the top of our lungs.
                           (to the others)
                   Everybody better start holding their
                   breath real quick!

                                  JEAN GREY
                   Scott!

     Cyclops finishes, stops blasting and looks to Beast.  Beast
     straddles the circle, pushing with both hands, with all his might.

     The circle of asphalt falls through.  Cyclops, Iceman and Logan
     come to look down the hole Beast's still straddling.  They don't
     look at all happy.

                                  BEAST
                   We're in trouble.

     Below, through the hole: a violent TORRENT of RUSHING WATER.

                                  CYCLOPS
                   We don't have any choice.

     CRACKS begin to appear in the asphalt, creeping in from under the 
     edges of the psionic dome.  BIG CRACKS.  Iceman sees them coming.

                                  ICEMAN
                   We sure don't.

     OUTSIDE JEAN'S PSIONIC DOME: Magneto sends the final girder down.

     The METAL MOUND suddenly CAVES IN with a tremendous crash.  Jean's 
     psionic dome has given way beneath.  Then, a jarring EXPLOSION
     sends flames shooting out and throws metal.

     Sabretooth takes cover behind Juggernaut.  Above, Magneto rises.

     The explosion ends, leaving an ARM of FIRE RISING from the gas
     pipe under the pile.  Down the street, Blob and Toad come out from 
     behind a bus shelter as Magneto lowers to look upon the rubble.

                                  BLOB
                           (up to Magneto)
                   Hooty-hoot!  You got them with your magic.
                   You made them go away.

                                  MAGNETO
                   Assume nothing, Blob.
                           (to all villains)
                   All of you, spread out.  Eliminate any
                   survivors.  Make them wish they had been
                   lucky enough to have died here.

     EXT.  EAST RIVER -- NIGHT

     A drainage pipe dumps water into the East River.  The flow tosses 
     Beast into the river.  He goes under.

     After a moment, Beast rises, taking air and looking around.  South 
     Street Seaport is near.  The FOUR MASTED BARK "PEKING" is
     permanently docked there, a sail-less ship from maritime's past.

     EXT.  SOUTH STREET SEAPORT -- NIGHT

     Toad hurries down the cobblestone streets of the seaport,
     searching.  All around are shops and restaurants, closed down.
     Toad stops, sniffing the air, then flicking his tongue, like he's 
     licking the air.  He scurries off in a hurry.

     INT.  UNDERGROUND PIPEWAY -- NIGHT

     Below this laddered pipe/passage, water flows quickly by.  Logan's 
     hand juts from the water and grips a ladder rung.

     INT.  BASEMENT -- NIGHT

     A dank, dark basement.  On one concrete wall, LOGAN'S CLAWS POKE
     OUT, cutting easily through the cement.  The cut SECTION of
     concrete is KICKED IN.  Logan enters, wet and weary.  He looks
     around.  There's an elevator ahead.

     INT.  NEW YORK STOCK EXCHANGE, TRADING FLOOR -- NIGHT

     An elevator DINGS.  The doors open and Logan walks out.

     Logan's stands in the vast, deserted STOCK EXCHANGE.  Hundreds of
     TV MONITORS are suspended over many TRADING POSTS.  The only light
     in the place is from color bars on all the screens and moonlight 
     through multi-storied windows.

     Logan walks across the trading floor.  ABOVE HIM, a SHADOWY FIGURE 
     skirts past the SKYLIGHT.  Logan looks up... sees nothing.  Now
     wary, Logan turns to study the surrounding darkness.

     EXT.  RESIDENTIAL STREET -- NIGHT

     A manhole cover is shoved open.  Iceman crawls out, taking a
     moment to rest on the ground.  Apartment complexes tower above.
     Iceman gets up and crosses to the sidewalk, watchful, moving on, 
     keeping close to the buildings.

     EXT.  BUSINESS DISTRICT STREET -- MIGHT

     A STORM DRAIN is BLOWN TO BITS from the inside by a blast from 
     Cyclops' visor.  Cyclops peers out.  He climbs up and runs down
     this empty street.  He stops, listening.  POUNDING FOOTFALLS can
     be HEARD, distant.  He runs to follow them.

     INT.  NEW YORK STOCK EXCHANGE, TRADING FLOOR -- NIGHT

     Logan's keeping low, moving quickly through, past trade posts.

     Across the room, up on the overhanging PODIUM, Sabretooth rises
     into view.  He sees the opening BELL before him.  He strikes it.

     Hearing the BELL RINGING, Logan turns and heads another direction.
     He stops and looks up at the podium.  No one there.

     EXT.  SOUTH STREET SEAPORT, THE "PEKING" -- NIGHT

     Beast pulls up from the side of the ship and stands on the deck.
     He shakes himself off like a dog who just got an unwanted bath.

                                  BEAST
                   Water sucks.

                                  TOAD'S VOICE (O.S.)
                   Peek-a-boo, I see you!

     A NOOSE suddenly drops around Beast's neck and pulls tight...

     ABOVE, high on the MAINMAST, Toad, holding the other end of the
     rope, leaps far, hooting with joy as he falls.  HIGHER UP, the
     rope whips through a pulley attached to the mast...

     BELOW, Beast looks up, grabbing the noose in one hand.
     He leaps forward and grasps the deck's rail.

     ABOVE, Toad, falling, still holding the rope, comes to a very
     sudden halt.  He swings backwards towards the mainmast...

     Toad SLAMS the mast hard.  He hangs there a beat, stunned.

                                  TOAD
                   That didn't go quite as planned.

     BELOW, Beast grabs the rope and yanks it...

     ABOVE, Toad is pulled upwards, swinging...

     Toad lets go of the rope, flying in open air for a moment before
     he catches a horizontal yard pole and hangs on for dear life.

     BELOW, Beast throws the noose, starts up the web-like rope ladder. 
     Above, Toad moves to the mast's vertical pole, climbing higher.

     EXT.  RESIDENTIAL CITY STREETS -- NIGHT

     Iceman hurries along, crossing a street to the opposite sidewalk.
     He still keeps close to the buildings.  Above, Blob looks down
     from a rooftop.  His eyes widen when he sees Iceman.

     On the sidewalk, Iceman comes to stand right near the building
     Blob's on the roof of.  He pauses, then looks up, just as Blob
     ducks out of sight.  Iceman continues on, around a corner.

     On the roof, Blob keeps down a moment, then cautiously rises and
     looks over again.  Iceman's not there.  Blob's worried.  He
     crosses the roof to look over a different side...

     There's Iceman, standing still in the middle of the street.

     Blob climbs onto the roof edge, trying to contain his excitement.
     Blob jumps... dead weight... falling...

     Blob HITS Iceman and ICEMAN BUSTS into HUNDREDS of PIECES.

     Across the street, the real Iceman comes from his hiding place
     behind a mailbox and charges towards Blob's back.

     Blob gets up from the cracked sidewalk, looks down at the Iceman 
     pieces, confused and scratching his head.

     As Iceman runs, his icy head GROWS and FORMS INTO A BATTERING RAM.

     Blob hears Iceman coming and turns, surprised...

                                  BLOB
                   Hey... ?!

     Iceman slams head first into Blob's gut... BLOOP!
     Blob, unmoved, looks down at Iceman, who's caught there, up to
     his chest in Blob's blubber.  Iceman struggles, can't pull out.

     Annoyed, Blob takes a great big breath, preparing to flex...

     Iceman is sent FLIPPING backwards, head over heels -- HITS the
     side of a building and falls to the sidewalk.

     INT.  NEW YORK STOCK EXCHANGE, TRADING FLOOR -- NIGHT

     Logan comes around a trading post, searching.

                                  SABRETOOTH'S VOICE (V.O.)
                   You really don't know when to just lay
                   down and die, do you, Wolverine?

     Logan turns to sees Sabretooth in darkness.  Logan pops claws.

                                  LOGAN
                   I'm ignorant like that.

                                  SABRETOOTH
                   It's fine with me.  This way I get to kill
                   you all over again.

     Logan lunges, but Sabretooth sidesteps and counters, punching
     Logan in the back of the head as his momentum carries him past.

     Sabretooth pulls a free arm CTR (small t.v. on a metal arm) from a 
     trading post and swings it, POUNDING Logan as he tries to get up.

                                  SABRETOOTH (CONT)
                   Let's see just how unbreakable them
                   adamantium bones of yours really are.

     Sabretooth swings and CLOBBERS Logan again.

     EXT.  BROAD AND WALL STREET AREA -- NIGHT

     Cyclops runs past the NEW YORK STOCK EXCHANGE BUILDING with its 
     stately columns.  POUNDING FOOTFALLS are still HEARD.  Cyclops
     comes to peer around a corner, looking down Broad Street.  Ahead, 
     Juggernaut lumbers forward, his back to Cyke.  Cyclops looks
     around, searching for options.  He sees one.

     Cyclops runs a few hundred feet down the street and then falls to
     one knee.  He waits, watching Juggernaut, then looks up, FIRING...

     Cyclops, wide, thin BLAST slices right through the top corner of a
     granite building, at an angle, CUTTING a BIG PYRAMIDICAL CHUNK.

     Down the street, Juggernaut turns and looks towards Cyclops.

     Cyclops watches, nervous.

     Juggernaut starts walking back towards Cyclops, but above him, the 
     PYRAMIDICAL CHUNK begins to slide free, falling...

     Juggernaut looks up, realizing, but too late... he's BURIED under
     the CRASHING portion of the building.

                                  CYCLOPS
                   Yes!

     Cyclops stands, walks forward.  Ahead, the pile of granite debris 
     settles, dust rising.  Then, there's movement.  Cyclops stops.

                                  CYCLOPS (CONT)
                   No.

     Juggernaut stands up in the debris pile, shaking off bricks.

     Cyclops starts backing away.  He does <u>not</u> see, behind, the huge,
     <u>BRONZE BULL statue in front of Federal Hall rises in the air</u>.

     EXT.  SOUTH STREET SEAPORT, THE "PEKING" -- NIGHT

     At a dizzying height on the mainmast, Toad and Beast are duking it 
     out, swinging, punching, kicking.  Toad is higher, clinging to the 
     mast pole.  He kicks Beast.  Beast falls backwards...

     But, Beast manages to keep hold of the rope ladder with his feet, 
     hanging upside down.  He grabs with his hands, releases with his
     feet and FLIPS, upright once more.  He climbs.

     Toad gets to the highest point on the mast -- SHOOTS SPITTLE.

     Beast swings to one side, avoiding the spittle.  Above, Toad SPITS 
     again, but Beast dodges again.

                                  BEAST
                   That's a disgusting habit.

     Beast grips the mast pole and jerks his body, causing the pole to 
     shake violently.  Toad looses his precarious grip and falls...

     Toad catches a handful of rope, stopping his fall.  He's now just 
     above Beast, on the other side of the mast.  Beast reaches for
     him, but Toad shoves off with his feet, repelling backwards...

     Toad swings forward, KICKING while straddling the mast, WALLOPING 
     Beast.  Beast flies backwards, falling.  It's a long way down...

     Above, Toad watches, laughing.

     Beast falls.  Then, he slows.  He slows, and stops -- held in mid-
     air, motionless, a few feet from the deck.  He looks up.

     Above, Toad stops laughing.  He realizes.

                                  TOAD
                   Hoo-boy.

     Toad turns and looks up.  Jean's there, hovering.  She smiles.

                                  JEAN GREY
                   Hi.

     She PUNCHES Toad.

     INT.  NEW YORK STOCK EXCHANGE, TRADING FLOOR -- NIGHT

     Sabretooth throws aside the CRT arm.  Logan's bad, crawling away. 
     Sabretooth grips both of Logan's wrists from behind, pulls Logan
     up onto his knees.  Sabretooth then presses his foot high on
     Logan's back and pushes hard while pulling Logan's arms back.

                                  SABRETOOTH
                   Know what your problem is, shorty?  You're
                   so desperate to get me, you can't see
                   straight.

     Sabretooth applies more pressure, like he's trying to tear Logan's 
     arms out.  Logan grunts in pain.  His claws pop, useless.

     Logan sees something...

     There's a very thick ELECTRICAL CORD in an outlet at the center of
     one trading post, leading up to the above array of monitors.

     Logan tries to stand, struggling towards the trading post.

                                  SABRETOOTH (CONT)
                   You want me dead so bad, you don't care if
                   you go with me...

     Sabretooth slams him against the trading post wall, keeping his
     grip, increasing pressure.  Logan's face is near the cord.

                                  SABRETOOTH (CONT)
                   And that's when you do something stupid.

     Logan grips the electrical cord in his mouth and BITES DOWN HARD.

     BR-ZAAAAPPPP -- an ELECTRICAL EXPLOSION sends Sabretooth and Logan 
     flying, off the ground, SMASHING into another trade post...

     They land far apart.  Logan rolls over, in great pain.  He wipes
     at his burned face.  Wisps of smoke curl from his lips:

                                  LOGAN
                   ... can't argue with that...

     Sabretooth's face-down, barely moving.  Across the room, Logan
     gets up, heads towards Sabretooth, falls, gets up, determined.

     EXT.  RESIDENTIAL CITY STREETS, PARK -- NIGHT

     A grassy lawned park.  Iceman flies through the air, thrown.  He
     hits the lawn and slides through the grass till - CLUNK - he HITS
     the wall of a big, elegant, spurting FOUNTAIN.

     Iceman turns to get up, supporting himself on the fountain wall, 
     trying to shake off a blow.  He looks at the fountain, thinking.
     He looks to see Blob running this direction.

     Blob's going as fast as his fat body can move.  Ahead, Iceman
     stands, his back to the fountain.  Blob's closing in, gasping and 
     drooling from the exertion.

     Iceman crouches and places his hands on the ground.  A SHEET OF
     ICE shoots out from Iceman's hands, spreading quickly...

     Blob suddenly finds himself running on ice.  He tries to stop, but
     he can't, slipping forward despite his backpeddling...

     Iceman steps aside as Blob SPLASHES face first into the fountain.

     Iceman comes to put one finger in the fountain's water.  Blob
     turns over and sits up as the FOUNTAIN FREEZES, instantly.  Even
     the fountain's VERTICAL SPURT FREEZES...

     Blob is trapped in the ice, with only his head sticking out.  He
     looks around, struggling, unable to move.

                                  BLOB
                   Hey... let me out of here!

                                  ICEMAN
                   Sorry, Blob, no dice.  You know, you look
                   good as a tv dinner.

     A SOUND is HEARD, like THUNDER.  Iceman turns.  Far off, MAGNETO'S
     GLOW reflects off buildings, accompanied by FLASHES OF RED.

                                  ICEMAN (CONT)
                   Scott.

     Iceman runs off.  Blob watches him go, getting scared.

                                  BLOB
                   You're not just going to leave me here
                   like this?  Mister Snowman, please!

     Blob struggles again, but it's no use.  He's frustrated.  He
     begins to cry.  He's BLUBBERING like a great, big baby.

     EXT.  SOUTH STREET SEAPORT, THE "PEKING" -- NIGHT

     Beast is on the bowsprit of the "Peking," tying the unconscious
     Toad there with rope.  Toad appears to be the ship's figurehead.

                                  JEAN GREY (O.S.)
                   Hank...

     Beast looks to Jean on the deck, then towards the city where
     Jean's pointing.  There's a GLOW, like Iceman just saw.

     EXT.  BROAD AND WALL STREET AREA -- NIGHT

     Lots of damage at the intersection of Board and Wall.  The BRONZE
     BULL is imbedded halfway into the street, facing up.  Cyclops is
     down and out.  Juggernaut comes to lift him like a rag doll.

                                  JUGGERNAUT
                   Still breathing, huh?

     Juggernaut turns and shoves Cyclops to Magneto.  Magneto catches 
     Cyclops and holds him to keep him from falling down.

                                  MAGNETO
                   Where are your friends?  Are you the sole
                   survivor?  Last of a dying breed.

                                  ICEMAN (O.S.)
                   Not by a long shot.

     Magneto and Juggernaut turn.  Jean, Beast and Iceman are headed
     down the street, wary, fanning out as they slowly approach.

                                  JEAN GREY
                   Put him down, Magnus.

     Juggernaut lets out a snarl, but Magneto holds up a hand to keep
     him at bay, takes a few steps forward, still gripping Cyclops.

                                  MAGNETO
                   Look there, Cyclops... they came back to
                   save you.  How heart-warming.
                           (to Beast, Jean and Iceman)
                   I'm afraid he doesn't have much to say.
                   He's not feeling well.  But believe me...

     Magneto keeps a grip on Cyclops, and <u>pulls up his visor</u>...

                                  MAGNETO (CONT)
                   He's glad to see you.

     Cyclops' eyes SHOOT wide POWER BEAMS, non-stop now that the
     protective visor isn't there to halt them...

     Jean holds up her arms and rises quickly as the blasts just miss
     her, but Iceman and Beast are hit, KNOCKED backwards.  Iceman goes 
     SLAMMING THROUGH a shop WINDOW.

     Juggernaut runs forward as Magneto turns, still pointing Cyclops
     as his weapon.  Cyclops groggily tries to break Magneto's grip. 
     Magneto pulls back Cyclops' hair, aiming up...

     Jean flies, avoiding the BLASTS, but only for a moment.  She's 
     CLIPPED, and she plummets straight down.

     Jean lands with an exhalation of pain, not far from Magneto.

                                  CYCLOPS
                   No!

     Cyclops JAMS his elbow into Magneto's side and pulls free,
     stumbling away, falling to his knees.  Thin BLASTS still LEAK from
     his closed eyes as he pulls his visor down off his forehead,
     blocking them.  Magneto is angry.

                                  MAGNETO
                   I'm not finished with you.

     He holds out his arm and a BOLT of ENERGY SHOOTS from his palm to
     grab Cyclops, pulling Cyclops back.  Jean sees this, furious.

                                  JEAN GREY
                           (fury)
                   I told you once already... let him go!!

     Jean puts her whole body behind a HUGE WAVE of PSIONIC ENERGY...

     Magneto's blind-sided, THROWN upwards with INCREDIBLE FORCE...

     EXT.  MANHATTAN SKYLINE -- NIGHT

     Magneto SOARS across the sky like a SHOOTING STAR, screaming...

     Magneto continues his flight, SMASHING into the Empire State
     Building with great force, leaving a gaping hole.

     EXT.  BROAD AND WALL STREET AREA -- NIGHT

     Juggernaut pulls a STOP SIGN up from the sidewalk as he moves
     towards Beast.  Beast rolls as Juggernaut swings the sign down
     with a CLANG.  Juggernaut keeps SWINGING.  Beast leaps and dodges.

     Up the street, Cyclops crawls to Jean, whole still on the ground.

                                  CYCLOPS
                   Are you okay?

                                  JEAN GREY
                   Give me a minute.

                                  CYCLOPS
                   Stay down then.  I'll be back.

     Cyclops gets up, heads for the ongoing battle.

     FAR DOWN BROAD STREET, at the towering New York Stock Exchange 
     Building, Sabretooth comes CRASHING out a high window.

     He hits the street, covered in tiny cuts.  He looks down the block
     and can see Juggernaut trying to club Beast, unsuccessfully.

     Sabretooth gets to his feet and runs the other direction.  Away.
     Above, Logan wearily climbs from the broken window and watches 
     Sabretooth go.  Logan leaps...

     He lands.  He looks one way: sees the X-Men and Juggernaut.  Looks
     the other way: Sabretooth's getting away.

                                  LOGAN
                           (frustrated)
                   Errrrrrr...

     Logan glances back at the X-Men, then <u>runs to follow Sabretooth</u>.

     Back up the street, Juggernaut keeps SWINGING the stop sign at
     Beast.  Beast keeps moving, forestalling injury.  Cyclops FIRES at 
     Juggernaut, but it does nothing.

     Behind them, Iceman crawls halfway out of the broken shop window.
     He raises his arms towards Juggernaut, PROJECTING COLD...

     As Juggernaut continues his pursuit of Beast, his breath becomes 
     visible and ICE BEGINS to FORM on his HELMET and ARMOR.

                                  BEAST
                           (taunting)
                   Batter, batter, batter, swwwing!

     CLANK -- Juggernaut misses again.  He's getting very angry.

                                  JUGGERNAUT
                   Your head's going on my trophy wall.

                                  BEAST
                   Don't count your trophy heads before
                   they're stuffed and mounted.

     Beast ducks one jab of the post, but Juggernaut catches him in the 
     side of the head with the flat of the sign.
     Beast goes down.  Juggernaut holds the sign post, READY TO STAB...

                                  JUGGERNAUT
                   See if you can laugh this one off...

                                  ICEMAN
                   Hit him now, Scott!  Now!

     Cyclops visor lets rip with another BLAST...

     JUGGERNAUT'S ice brittle HELMET EXPLODES into pieces and
     Juggernaut stumbles backwards, dropping the stop sign...

     Juggernaut stands there a moment, eyes crossed.  He lets out a
     deep breath, closing his eyes.  Pause.  He falls backwards and
     hits the ground with an echoing BOOM!

     EXT.  HUDSON RIVER DOCKS -- NIGHT

     Sabretooth charges down a dock, takes a leap into the river.

     In the water, Sabretooth swims, heading downriver.  On the dock,
     Logan arrives, winded.  He spots Sabretooth.

     Logan pauses, looking back at the city.  Then, he looks back
     towards Sabretooth. What to do?

     EXT.  BOARD AND WALL STREET AREA -- NIGHT

     Iceman and Beast come to look down at Juggernaut.  Iceman holds up
     his hand and Beast gives him a gentle high-five.

                                  ICEMAN
                   Now we know why he wore the helmet.  To
                   hide his face.

                                  BEAST
                   Juggy's not an attractive gentleman.
                           (points at Juggernaut)
                   Hey... did you see that?

                                  ICEMAN
                   What?

                                  BEAST
                   For a second there, I could have sworn I
                   saw little birds flying around his head.

     Down the street, Cyclops supports the exhausted Jean Grey.

                                  CYCLOPS
                   Let's not congratulate ourselves yet,
                   guys.  Magnus is still out there.

     Suddenly, glowing SUBWAY RAILS BURST from below, through the
     street.  Cyclops turns as two cobra-like rails WRAP themselves
     around his neck and Jean's.  The rails shoot higher, lifting them. 
     Subway rails SLAM UP behind Iceman and Beast, also gripping their 
     necks and hoisting them.

     Magneto arrives, riding MAGNETIC ENERGY over the rooftops.  He
     looks a little banged up.  He lowers to stand on the BRONZE BULL'S
     head, looks to Juggernaut, energy still flying from his fingers.

                                  MAGNETO
                   Pious fools.  How dare you...

     He looks to Beast, Iceman, Jean and Cyclops while they struggle 
     helplessly, held high above.

                                  MAGNETO (CONT)
                   You despoil my paradise!  After all I've
                   done for mutant-kind... for your race!
                   How should such insolence be punished?
                   Death will barely begin to make recompense
                   for the disrespect you've shown me.
                   Perhaps this?  Yes...

     Magneto balls his hands into fists.  ENERGY INCREASES.  Rails
     slither, so the others are brought to face Jean.  Jean tries to
     get her fingers under the rail around her throat.  Can't.

                                  MAGNETO (CONT)
                   The girl will be first to die, while you
                   witness her final moments.

                                  LOGAN (O.S.)
                   Witness this, Grandpa!

     Magneto turns just as Logan leaps from the side, swinging claws...

     Magneto is thrown far, his helmet flying off.  He hits the ground.

     Logan lands and rolls, coming up on his feet.

     The subway RAILS STOP GLOWING and JEAN'S OPENS, dropping her.

     Magneto lifts himself off the ground MAGNETICALLY, turning and 
     examining his side, which bleeds through his armor.

     Logan charges, leaping, but Magneto THROWS a BOLT...

     Logan is SLAMMED to the ground on his back.

     Jean looks to the others, PROJECTING.  Their RAILS RELEASE them.

     Magneto RISES over Logan, furious.  ENERGY BOLTS keep Logan down.

                                  MAGNETO
                   You impudent whelp!  I'll rip those metal
                   bones from your body!

     ENERGY DANCES all over Logan.  He writhes in pain.  But, a BLAST
     from Cyclops, visor sends Magneto CAREENING to one side.

     Cyclops leads Beast, Iceman and Jean, FIRING again while Iceman
     PROPELS ICE MISSILES from his fists...

                                  CYCLOPS
                   Give him hell, X-Men!

     Magneto's HIT again.  His MAGNETIC FIELD FALTERS.  He falls a bit 
     closer to the ground.  Beast runs and leaps, curling into a ball, 
     SLAMMING his body against the FORCE FIELD and bouncing off.  Jean 
     flies forward, giving Magneto a PSIONIC POUNDING from above.

     Logan stands up, recovering, watching.

     Magneto is battered about.  More ICE PROJECTILES strike.
     Magneto's thrown, falling, unprotected...

     Magneto hits the ground, in no condition to fight back.  Logan
     comes to him, yanks him up in one hand and brings his other hand
     back, about to skewer with claws...

                                  CYCLOPS
                   Wolverine.

     Logan's face is filled with anger.  He's trying to decide.  Pause.

     He RETRACTS his CLAWS and PUNCHES.

     Magneto hits the dirt.

                                  LOGAN
                           (to Magneto)
                   You're under arrest.


     EXT.  BROOKLYN SHORELINE, EAST RIVER -- NIGHT

     Army troops are stationed at the shore of the East River.  A
     HELICOPTER is HEARD.  Then, above the river, the X-chopper turns
     on its bright lights.  It's headed this way.  Soldiers see it.

     Soldiers leap to their feet and call to their comrades.  Many
     soldiers awaken.  Some run from tents, guns in hand.  The X-
     chopper glides to hover above them, coming lower.  The door opens
     in the helicopter's side, and a giant BLOCK OF ICE is pushed out.

     The block of ice hits the ground.

     <u>Blob's frozen inside it</u>.

     The X-chopper rises high and moves.  A giant METAL MESH net is
     pushed out, hanging by a steel cable, lowered slowly...

     Once the net's close to the ground, the cable is released.
     Soldiers gather as the X-chopper pulls up and flies away.

     Inside the net: the bound, unconscious forms of Toad, Juggernaut
     and Magneto, all stripped of their armor.


     INT.  WHITE HOUSE, OVAL OFFICE -- DAY

     CABINET MEMBERS stand, waiting patiently.  Gyrich and Trask are 
     seated, contrite.  All eyes are on the grey haired PRESIDENT, who
     is in his comfy chair, facing the window with has back to us.
     After a long silence, the President throws a thick report on the
     desk, without turning.  One ELDERLY OFFICIAL clears his throat.

                                  ELDERLY OFFICIAL
                   What do we tell the world, Mr. President?

     Long pause.


     EXT.  X-MANSION, DINING ROOM -- DAY

     CLOSE on a RADIO.  From the radio:

                                  MALE VOICE (V.O.)
                   ... members of the Brotherhood have been
                   taken into custody, thanks to the combined
                   effort of the United States intelligence
                   community and the Armed Forces.  Though,
                   government officials expressed regret that
                   they were unable to capture the group of
                   mutant terrorists called "X-Men," who are
                   said to have assisted the Brotherhood in
                   the take over.  There will be a ticker-
                   tape parade in Manhattan today...

     Cyclops' hand turns the RADIO OFF.

                                  CYCLOPS
                   Not for us.

     Xavier and all the X-Men are here.  Angel is in a wheelchair, his 
     wings held in supporting splints, still wrapped in bandages.
     Cyclops returns to his seat.  Dinner is served.

                                  ICEMAN
                   Aw... who wants a lousy ticker-tape parade
                   anyway?

                                  ANGEL
                   I do.

                                  ICEMAN
                   Yeah, me too.

     Iceman laughs.  A moment's silence.  Xavier raises a glass.

                                  XAVIER
                   If I may.

     Everyone raises their glass.  Xavier smiles.

                                  XAVIER (CONT)
                   Word won't truly do justice.  So, all I'll
                   say is this...
                           (pause)
                   To you... my family.

     Glasses CLINK together.

     EXT.  X-MANSION -- DAY

     Logan's on his cycle.  Xavier's here, with Angel, Iceman and
     Beast.  Jean and Cyclops are on their way across the lawn.
     Iceman shakes Logan's hand.

                                  LOGAN
                   Remember, kid.  Might makes right.

                                  ICEMAN
                   And, the bigger the might...

                                  LOGAN
                   The bigger the right.

     Iceman steps back as Jean and Cyclops arrive.

                                  XAVIER
                   Are you sure we can't convince you to
                   stay, Logan?

                                  LOGAN
                   Nah.  There is a certain ex-employer of
                   mine up in Canada I'm going to have a chat
                   with.  I'll be back though... someday.

                                  CYCLOPS
                   Is that a promise?

                                  LOGAN
                   It's as close as I get to one.

     Cyclops puts out his hand.  They shake.  Jean comes to give Logan
     a hug.  She holds tight.

                                  JEAN GREY
                   Take care.

                                  LOGAN
                   I will.

     She lets go.  Logan faces front, revs his cycle and drives.

     The X-Men watch him go.  They start back towards the mansion.

                   <u>end</u>



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