


                                  X-Men



                                    By



                                Ed Solomon


                           





                                 
















       BLACK

       Sounds of a train rolling to a halt, a shrill whistle.

       EXT. CAMP - DAY

       UP ON the door of a weathered cattle car as a German
       soldier steps into frame wearing that familiar gray of
       the all-too familiar era.

       He throws the door to reveal a mass of huddled and
       frightened people inside.

       The words are not necessary.  The language is not ours
       and the images say enough.

       Men, women and children are herded off the train like
       cattle toward a large open yard.  There they huddle until
       the Germans begin to shout and shove through the mob.

       EXT. FENCE CORRIDOR - DAY

       We are looking up at rows and rows of fences topped with
       barbed wire all designed to create a separator for the
       thousands of Jew who pour through each day.

       Then we see the eyes themselves that look up at them.

       A LITTLE BOY.  A boy who will not die this day.  A boy
       who will live to see the end of the war and the world of
       the future.

       He stares at the metal wire with an unusual fascination.

       The boy looks up at HIS WORRIED PARENTS - a sturdy-
       looking couple who try to smile and comfort him.

       The corridor comes to a junction where it splits in
       several different directions.

       Soldiers here push the mob using rifles as pikes,
       screaming and terrorizing the lot of them.  Suddenly it
       is clear what they are doing.  They are dividing the mob
       into smaller groups.

       Soon, the groups themselves become evident.

       Men from women.  Children from adults.

       The family tries to stay together, clinging to one
       another dearly, until finally, they are put upon by a
       number of gray uniforms and pulled apart. The boy is
       dragged screaming his feet no longer touching the ground.
       Two soldiers carry him as they follow the back of a large
       column of children being led through a gate of barbed
       wire so dense, it resembles wool.

       The gate closes and the boy looks back to see his parents
       - along with many others - being restrained by a number
       of soldiers.  The screaming is deafening.

       And the boy's can be heard above it all.  The soldiers
       seem to be having a hard time carrying such a frail
       child.  The farther they get from the fence, the heavier
       he seems to get, until they are literally pulling him as
       though he were anchored to something.

       His outstretched fingers claw at the thin air and he
       screams until the blood in his face is blue.

       The soldiers are literally pulled back a step and they
       begin to slip in the mud. They look at one another and
       then over their shoulders as they hear a sound.

       A groaning, creaking sound.  And then the unmistakable
       twang of wire stretched to snapping.

       ANGLE ON:

       The fence.  The gate that separates the parents.  It bows
       toward them like iron filings to a magnet, and several of
       the strands of barbed wire have given way.

       The boy continues to scream as all the other faces simply
       freeze and wonder.

       One of the soldiers pulls a wooden baton from his belt
       and brains the boy violently.

       He slumps and the soldiers carrying him spring forward as
       through a rope that was holding them back has been cut.
       They nearly fall, looking at one another with some
       concern, some confusion....

       Then they follow the line of children that has gotten
       ahead of them.

       ANGLE ON:

       The boy's parents watch him as he -- as they, are taken
       away.

       The rest of their story is as you would expect.

       EXT. SKY - DAY

       Bright, bright blue framing a blinding white sun.

       PAN DOWN AGAIN TO REVEAL:

       The cracked, drought-stricken soil of nowhere.

       TITLES:

       KENYA - 1978

       A group of children at play.  Tribal children who,
       without the help of the titles, could be from any age.

       They run through a tiny village of tents, playing.  Every
       child holds a long reed-like stick and they chase each
       other playing their version of tag.

       As each child is tapped, they chase the others.  Each
       trying to avoid being "it", though never going far enough
       away to miss the fun.

       One girl in particular.  A PRETTY GIRL OF 12, with
       unusual white hair, is tagged and immediately shunned.

       She chases kids this way and that, but to no avail.  She
       is not strong enough, nor agile enough, to win.

       She tumbles and lands on her stick, snapping it.  She
       stands and, when the children see that her stick is
       broken, they begin to giggle.

       The giggles become laughter and the laughter becomes a
       taunt, and before we even realize, the inherent cruelty
       of children let loose becomes evident.

       They have now formed a circle, at first avoiding her
       touch with distance, but now growing tighter with menace.
       In the unspoken manner of children at prey, the group
       begins to chant in their native tongue - a song we have
       not heard but sung in a way none-too inviting.  They
       begin to poke at her with the reeds, driving her back.

       The girl now moves to the center of the circle, no longer
       wishing to tag anyone.

       ONE DEVIOUS CHILD seems to get an idea.  He takes his
       stick and smacks it across her shoulder.  She turns to
       face the child and another swings his stick across her
       back with a solid THWACK.  Before long, mob rule gives
       way and all the kids are swinging at her and laughing.

       It grows to the brink of frenzy, the laughing and the
       shouting not too unlike the noise of the previous scene.

       So much so, we may miss the first flake of snow.  The
       children certainly do.  It is snowing for a good ten
       seconds before the last of them stops.

       By then, the snow is thick as flies and wafting down to
       melt instantly on the hot African soil that has never
       seen snow before.

       ANGLE ON:

       Adults come out of their huts and in from the fields and
       the whole of the village is soon gathered around the
       little girl, staring up from the clear blue sky and the
       snow that falls from nowhere.  From nothing.

       One by one, all eyes fall on the little girl and the
       looks of curiosity become looks of fear.  Of
       superstition.

       Punctuated by a solid thump.

       And then another.

       AN OLD MAN looks down at his feet and sees a tiny,
       misshapen ball of ice, no bigger than his eye.  He looks
       at it, bites it, then pops it in his mouth - breath
       turning to steam.

       Another such chunk of ice pops him on the head.  THE
       CROWD LAUGHS.

       They look up again and see that mixed with the snow are
       tiny pellets of hail, seeming to increase in number as
       the snow mysteriously wanes.

       And the pellets are getting larger.  Until they land as
       hunks.

       The white haired girl drops to the ground and covers her
       head as hailstones the size of baseballs plow into the
       Earth.

       Before long, tents are collapsing and panic ensues.

       And all along the white haired girl sits huddled in the
       dust, crying.

       As hailstones fall in a circle around her, never coming
       closer than then a few feet or so.

       INT.  HIGH SCHOOL GYMNASIUM - NIGHT

       ONE MORE SKY.  This one a backdrop.  Cheap paint and
       tissue paper hung with hooks on a wall just behind the
       basket on a full court.

       As we pull back, we see the skyline of New York, crudely
       made out with its silhouette buildings of dark gray and
       black - windows of yellow.

       Among the famous landmarks represented is the Statue of
       Liberty, complete with a real light bulb burning in the
       torch.

       We are at a prom. The theme is RHAPSODY IN BLUE and the
       decor has made tragic efforts to show it.  The
       tablecloths are blue, the napkins are blue - far too many
       of the tuxes are powder blue, and the blue eye shadow is
       as heavy as expected.

       Peter Gabriel's "In Your Eyes" gives painful indication
       of the era, but here it is, nonetheless:

       SOUTHERN CALIFORNIA - 1986

       MOVE ACROSS THE FLOOR and through the swaying, clutching,
       sweating dancers to the bathroom.

       Through the door to the usual -

       INT.  BOYS BATHROOM - NIGHT

       Several boys are here, bow ties undone - unclipped in
       most cases.  Smoking, drinking from whatever inventive
       container was used to smuggle in booze.  Breath freshener
       and Visine are the chaser.

       Some of the guys are rolling joints while others make the
       sad effort to wave smoke away.  Who are they kidding?
       It's a fog in here.

       MOVE DOWN THE ROW OF TOILET STALLS to one in particular.
       Here we find A FRECKLED KID standing in front of mirror,
       clearly holding himself up from the effect of God knows
       what.

       He talks to his friend in the he stall behind him.

                           FRECKLED KID
                 Man, what's the matter with you?

       His friend is on the toilet with his head in his hands.
       He seems to be in some pain.  He is SCOTT SUMMERS - AGE
       17.

                           FRECKLED KID (contid)
                 Dude.  Lighten up.  She's just a girl.
                 You just gotta-

                           SCOTT
                 No, my eyes... my eyes are killing me.

       The Freckled kid offers a small plastic bottle.

                           FRECKLED KID
                 You want some Visine, man?

                           SCOTT
                 My... eyes...

       The freckled kid looks and sees that Scott's eyes are
       watering so badly that tears are literally streaming
       through his fingers.

       He goes back to the mirror to look at his own.

                           SCOTT
                 ... they're burning...

       The freckled kid turns back to him.

                           FRECKLED KID
                 Dude, how much did you smoke?

                           SCOTT
                 I didn't smoke anything.

       Scott looks up, taking his hands away, revealing for an
       instant that his eyes are merely bright red embers in his
       head.  Featureless but for the color.

       Freckles takes a step back.

       INT. GYM - OUTSIDE BOYS ROOM - NIGHT

       A blinding flash of light shows through the frosted glass
       in the double door and cuts through the crack into the
       dark of the gym.

       All who see it are stunned. Frozen.  A lingering moment
       of confusion, then:

       BOOM, the doors to the Boys Room burst open and the
       occupants scatter into the gym.

       INT. GYM - STALL - NIGHT

       Freckles is still there, legs locked.

       FRECKLES' P.O.V.

       He looks at Scott who is now crying meekly in the stall,
       covering his eyes again -- afraid to open them.

       The door of the stall across from him swings closed TO
       REVEAL:

       A HOLE, PUNCHED THROUGH THE STALL DOOR framing Scott's
       face perfectly.  Pull back to reveal that the hole
       continues through the wall, into the girl's bathroom next
       door.

       In the corner several girls huddle together, they are
       afraid.

       INT. SENATE HEARING ROOM - DAY

       Packed with reporters and photographers.  There's a dais -
       a raised panel of senators - and a second, lower panel.
       This is where the "experts" are testifying.

       Panning across the faces of several G.O.P. creeps as they
       watch something with varying degrees of interest.

       TITLES:

       WASHINGTON D.C. - THE NOT TOO DISTANT FUTURE

       A woman's voice holds over the proceedings.  It is the
       voice of JEAN GREY - whom we will soon meet.

       As she is speaking, we come to a large screen television
       at one end of the room.

                           JEAN (O.S.)
                 In every organism on Earth there
                 exists a mutator gene - the X-factor,
                 as it has come to be known.  It is the
                 basic building block of evolution -
                 the reason we have evolved from homo
                 habilus...

       FOOTAGE REFLECTS THE VARIOUS STAGES OF HUMAN EVOLUTION.
       Accompanying it is a GRAPH with a DIAGONAL LINE
       indicating the ascent of the "human being" as we know it.
       Accompanying the graph are evolving images of the
       "evolution of man."

                           JEAN (O.S.) (contid)
                 ... to homo erectus, to homo sapiens
                 Neanderthals, and, finally, to homo
                 sapiens.

       The animated demo on the screen zooms in on the lowest
       order of human depicted - homo habilus - a primitive, ape-
       like humanoid covered in hair.  As he is singled out, the
       terrain of his time appears, along with the harsh signs
       of his winter.

                           JEAN (O.S.) (contid)
                 Taking it's cues from the climate,
                 terrain, various sources of
                 nourishment, the mutator gene tells
                 the body when it needs to change to
                 adapt to a new environment.  The
                 process is subtle, normally taking
                 thousands of years.

       As the graphic changes and depicts WARMER CLIMATE, the
       HAIR STARTS TO DISAPPEAR ON THE MAN'S BODY - gradually
       evolving into the human we now know as ourselves.

       Now the terrain is modern, the weather pleasant.  The
       image pulls back and places this man back in line at the
       front of evolution.

                           JEAN (O.S.) (contid)
                 Only in the last few thousand years
                 did mankind begin to make clothes for
                 himself, build shelters, use heat and
                 grow food in large quantities.  With
                 this man-made environment remaining
                 relatively stable, the X-factor became
                 dormant.

       QUICK SHOTS: early huts, early clothing; then early
       homes, later homes, air conditioning, cars, modern high-
       rises, etc.

       PULL BACK WIDER

                           JEAN (O.S.) (contid)
                 Until now.

       On the room, the reactions, and on JEAN herself.

       A strong, attractive woman in her early 30's.  A simple
       placard before her:

       JEAN GREY.  GENETICALLY ENHANCED RIGHTS ASSOCIATION.

       The screen shows the words "PRESENT DAY," where the
       "evolution line" has resumed its rise.

                           JEAN (contid)
                 For reasons still not known to us, we
                 are seeing what some are calling the
                 beginnings of another stage of
                 evolution -

       A MICROPHONED VOICE interrupts.  Bearing down is the
       flamboyant SENATOR SCOTT "FRANK" KELLY, a conservative
       from Florida, and the hearing's Chairman.

       Just behind him sits his aide HENRY GUYRICH - mid 30's,
       typical government cog.

                           KELLY
                 You're avoiding the question I posed
                 to you at the beginning of the
                 hearing, Ms. Grey.  Three words: Are
                 mutants dangerous?

                           JEAN
                 I am avoiding a question that is
                 decidedly loaded, Senator.  The wrong
                 person behind the wheel of a car can
                 be dangerous.

       Another SENATOR (LUCINDA ROWEE) speaks into her
       microphone:

                           SENATOR ROWEE
                 Well, we do license people to drive.

                           JEAN
                 But not to live.

       Kelly raises a hand, continuing his tirade.

                           KELLY
                 Ms. Grey -- you work at a school for
                 mutants in Westchester, New York.  Can
                 you tell the members of this committee
                 what exactly you are teaching these
                 mutants?

                           JEAN
                 Math.  History.  Science.  English.
                 Athletics --

                           KELLY
                 You wouldn't happen to be teaching
                 them how to use their powers to --

                           JEAN
                 Control, Senator...  we teach them
                 control.

       Kelly raises a blown-up photograph: a grainy, super-
       zoomed, somewhat obscured image of a CAR ON A FREEWAY
       which appears to have "melted."  Now he's really playing
       to the crowd.

                           KELLY
                 This was taken by a state police
                 officer in Secaucus, New Jersey.  A
                 man in a minor altercation literally
                 melted the car in front of him.  I
                 don't know where you come from, Ms.
                 Grey, but where I come from, you don't
                 go melting people's cars when they cut
                 you off.  You do it the old fashioned
                 way -- you give 'em the finger.
                     (laughs from the crowd)
                 But what you presume to tell this
                 committee -

                           JEAN
                 I presume nothing, I am here to tell
                 you that in time, the mutator gene
                 will activate in every living human
                 being on this planet.  Perhaps even
                 your children, Senator.

                           KELLY
                 I can assure you, there is no such
                 creature in my genes.

       The room LAUGHS.  Kelly mistaken thinks it is for him,
       until the double meaning occurs to him.  He is
       momentarily embarrassed, but he quickly recovers.

                           KELLY (contid)
                 Ms. Grey, we are not here to weed out
                 mutants.  The Registration Act is
                 designed merely to assess their
                 potential threat - if any - to
                 national security.

       The crowd reacts loudly in support of the Senator.  Some
       cheer, some roar, some yell obscenities at Jean.

       Jean stands and walks out, pushing her way through
       reporters now moving in for her response. All the while,
       Kelly is delivering his last words.

                           KELLY (contid)
                 Mutants are very real.  They are among
                 us.  We must know who they are.  And
                 above all, we must know what they can
                 do.

       AS THE SHOUTS OF THE MOB RISE AND GIVE WAY TO:

       EXT.  CAPITOL BUILDING - WASHINGTON D.C. - DAY

       An angry mob outside the Senate hearing.  Voices roar in
       dissent when Jean emerges, coming down the steps without
       hesitation.

       She sees signs condemning mutants, a scarce few
       supporting them.

       A group of reporters are behind her and more meet her in
       front, closing her in.  Microphones are shove in her
       face.

                           REPORTERS/VARIOUS
                 Dr. Grey, how do you feel about the
                 Senator's Statement / How is the
                 mutant community reacting?  Is it true
                 that mutants are dangerous? / Is there
                 a mutant plot to overthrow the
                 government?

       She ignores them all, trying to push through.

       ANGLE ON:

       A KID IN THE CROWD holding a full can of Coke.  Smiling
       to his friend beside him.  He fires it over the heads of
       everyone toward Jean.  Perfect trajectory.  Closing fast.

       Suddenly:

       Silence falls over the crowd.  A total silence.  An
       absolute silence.

       All eyes watch in awe at the can and its liquid trail,
       frozen in mid-air a few inches from Jean's face.  It
       simply hovers there.

                           JEAN
                 Weire not the ones to be afraid of.

       Using telekinesis she slowly lowers the can to the
       ground.  She shakes her head, almost ashamed of the
       display.  Almost as if to say iI didnit want to do that.i

       The can rolls down the steps.  People move away from it
       as though the can itself were dangerous.

       The crowd steps back in genuine fear.  Jean simply moves
       ahead now, unimpeded, still shaking her head.

       EXT. CABIN IN THE SNOW COVERED WILDERNESS - DAY

       Smoke curling from the chimney, warm light emanating from
       the window.

       A well-worn pick-up truck parked axles deep in the snow,
       the back filled with a cord of cut wood.  A hand painted
       scrawl on the door reads:

       Firewood for Sales

       A slope, just behind the cabin leading to a frozen lake.

       PUSH IN SLOWLY TOWARDS THE CABIN.  Ten beers sit cooling
       in the snow outside the door.  We hear LED ZEPPELINiS
       iBLACK DOG.i

       INT. CABIN - DAY

       Music thunders, quite a contrast to the surroundings.  A
       cosy little abode, showing signs of neglect, as though
       decorated with a gentler touch that passed not too long
       ago.

       A large shelf replete with books.  An electric mix from
       Sun Tsuis The Art of War to Mark Twainis The Adventures
       of Huckleberry Finn.

       A fire burns in the fireplace.  On the mantle sit a few
       old black and white photos of a slightly younger Logan
       posing with a group of HARD-CASE MILITARY TYPES in a
       heavily wooded area.  We can not tell if they are true
       Military or simply mercenaries.

       In the wall above the mantle, a sketch of a beautiful
       woman.

       And finally we come to the occupant of the house, sitting
       at the only table in the center of the room.  His back is
       to us.  His hair is coarse and black, sprouting wildly
       from his head.  He is LOGAN.  We will come to know him
       well.  As well as we can.

       Despite the loud, pounding music, he is working with the
       meticulousness of a watch maker.  At the same time, he
       smokes a thick cigar.  A tall bottle of beer on the floor
       next to his chair.  A SINGLE, SILVER DOG TAG hangs from
       his neck from a battered chain.  As we get closer, we
       look over his shoulder and see what he is working on so
       intensely.

       Pencil rubs against paper furiously.  He is sketching,
       what we cannot see.  But he is definitely caught up in
       his own minds eye.

       HIS HEAD SUDDENLY TURNS.  He listens to something we
       cannot begin to hear.   A momentary pause, and he goes
       back to sketching.

       Just as he seems to be settling back into the details
       again.

       WHACK

       He reaches over and shuts off the music coming from the
       box beside him.  He listens.

       He stands, turning around slowly in a circle.  He drops
       the sketch pad on the chair.

       Only the crackle of logs in the fire.

       LOGANiS P.O.V.

       We follow his gaze around the room.  Past the fire which
       sounds suddenly like a blazing inferno, past the clock
       which ticks as loud as clapping hands, past the simmering
       tea-kettle which hisses like a seething cauldron.
       Finally, he glances at the cigar which we hear crackling
       nearly as loud as the fire.

       Loganis senses are amplified many times more then ours,
       he walks to the door.

       E.C.U.

       His nostrils flare.

       He raises his fist beside his face.  For a moment, it
       seems as if he is just chinking.  Then -- SHOOK - THREE
       STEELY CLAWS some nine inches long, emerge inexplicably
       from the skin just above Loganis knuckles.

       Logan barley turns his head before.

       BOOM

       THE WINDOW EXPLODES, letting in freezing wind and
       billowing snow.

       Logan is hit from behind.

       The attack is so ferocious that we are unable to make out
       the attacker.  Whatever it is, it is HUGE.  We can hear
       it snarling and see flashes of its claws as it slams
       Logan back.

       EXT. CABIN - DAY

       The front door SMASHES OPEN.  The two combatants roll
       madly down the hill obscured by flying snow.

       Finally, we see Logan separate from his attacker and
       CRASH THROUGH THE ICE of the frozen lake.

       E.C.U. - A MASSIVE CLAW-LIKE HAND lifts into frame the
       SHINING DOG TAG hanging from it.  The tagis chain slides
       off and too the ground.

       UNDER ICE

       Logan struggles, already short of breath.

       As he struggles -- water starts to fill his lungs.  His
       skin goes pale.  He is drowning.

       EXT. ABOVE ICE - DAY

       We hear an angry grunt as the thing starts to hunt for
       Logan.  It stalks across the ice, searching.  We catch a
       glimpse of shoulder, a CLAWED FOOT, a MANE OF HAIR.

       UNDER ICE

       Loganis struggle has decreased somewhat as his strength
       wanes.

       CRACK

       The ice above Logan shatters as a clawed hand reaches
       through.

       EXT. ABOVE ICE - DAY

       A violent YANK.  The ice gives way to the soaked and half-
       frozen Logan.

       The creature picks Logan up by his face, CUTTING DEEPLY
       into his cheek, and holds him up like a rag doll.  The
       two are face to face.  This is called SABRETOOTH.  The
       reasons are obvious.

       Teeth like said animal and catis eyes to match.

       A mutant, certainly a member of a class remote in the
       extreme.

       And then it speaks.

                           SABRETOOTH
                 Itis not gonna be that easy.

       Logan, half-drowned, opens his eyes and looks right at
       Sabretooth as though heis going to say something.
       Instead, a LUNG-FULL OF WATER comes shooting out.

       With that, Sabretooth ROARS, as he hoists Logan up and
       throws him.  Logan flies nearly ten yards.  He lands head
       first.

       Sabretooth skulks over to him.

       With the sound of Sabretoothis breathing comes the rising
       of the wind...

       Snow from the ground begins to swirl in the bitter cold
       air.

       Sabretooth is nearly upon Logan now and the wind rises
       further, until he must shield his eyes from the bitter
       icy air.

       As he approaches, we see a fresh cut on Loganis face
       HEALING BEFORE OUR VERY EYES, leaving not so much as a
       scratch.

       THEN:

       A SUDDEN FLASH OF LIGHT

       Lightning.  No.  Lightning is not red.

       Sabretooth looks around, puzzled, then down at Loganis
       motionless body.  Then to his feet where a hole in the
       ice sprouts bubbling water.

       The wind blows so violently now that he nearly misses two
       figures standing only a few yards away - mere silhouettes
       in the icy haze.

       A closer look tells us it is a man and a woman, THEY WEAR
       STRANGE UNIFORMS of form-fitting material - the man wears
       a reflective visor that hides his eyes.  The womanis face
       is care revealing dark skin, penetrating eyes and unusual
       white hair.

       ANOTHER FLASH - one that seems to come from the manis
       visor itself.  An intense beam of red light.

       Sabretooth looks down and sees the ice at his feet has
       broken away.

       He plunges through the ice like a mark in a carnival
       dunking tank.  His massive weight and hairy coat quickly
       suck him down.

       The TWO FIGURES - CYCLOPS (Scott Summers) AND STORM
       (Ororo Munroe) - obviously two of the children we saw
       earlier now grown - move over the hole and calmly watch
       Sabretooth gather himself and swim back to the surface.

       Storm looks down at the hole, concentrating her intense
       gaze.  The wind whips further and the water in the hole
       begins to freeze over.

       UNDER THE ICE

       Sabretooth wisely concedes.

       With one last look at the two mysterious figures now
       nearly obscured by the ice, he turns his body and swims
       away with the same agility he had on land.

       ABOVE THE ICE

       THE SNOW AND WIND ARE NOW VIOLENTLY RAGING

       Cyclops and Storm walk over to Logan and look down at him
       curiously.

       LOGANiS P.O.V.

       They look at one another, wondering.  Above them, a black
       shape looms into frame, bringing with it the whining of
       jet engines.

       This is the X-JET and it is like no other plane we have
       seen before.

       Loganis eyes begin to close as they obscure the last of
       all perceptible detail.

       INT. CAVERNOUS ROOM - NIGHT

       CLOSE UP ON:

       The Periodic Table of Elements.  A chart made up of
       blocks depicting the elements and their chemical symbols.

       Among the standards like Gold (Au) and Iron (I) and
       Oxygen (O2) is a new square on simple red construction
       paper tacked to the top.

       It contains simply a large letter iA.i

       TRACKING SHOT THROUGH:

       We are in a laboratory of sorts, quite different from any
       we have ever seen -- and so are its occupants.

       MORTIMER TOYNBEE, a dim, loyal thug whose agile leaping
       ability and superhuman strength have earned him the name
       TOAD.

       Across the room, JOHN ALLERDYCE, a wiry redhead whose
       ability to control fire with his fingers has earned him
       the name PYRO.

       In the corner we see BLOB, no explanation needed,
       devouring a BUCKET of cereal, preariously balanced on his
       huge belly.

       They are a bestial and sinister bunch.

       Toad and Pyro are working on:

       A MACHINE

       A fantastic device which occupies a hallowed space in
       this lab.  It is meticulously designed, and with its
       intricate circuitry, wires, and power boards, it
       resembles most closely (and only resembles, because truly
       itis like nothing weive ever seen before) a combination
       of an upright torpedo and a fantastic light source --
       only far more dark and foreboding.

       Pyro holds a stick of solder in one hand.  He lights a
       lighter with the other, then drops it.  Strange thing --
       the flame remains hovering about his finger.  Quickly the
       flame intensifies and turns blue, melting the solder over
       a small circuit board.  Then, the flame is gone.

       He sticks out his hand like a surgeon.

                           PYRO
                 Hand me the dykes.

       Toad, both hands occupied, flicks his long tongue and
       grabs a pair of pliers which he rests in Pyrois hand,
       leaving them slicked with SLIME.  The flame in his finger
       goes out.  The slimy coat over the pliers quickly
       HARDENS, freezing their action.

                           PYRO (contid)
                 I asked you not to do that.

       Blob laughs.  Toad shrugs.

       In the background, almost ignored by them, something is
       on the television.  The news.

                           NEWSCASTER (O.S.)
                 Preparations are nearly completed for
                 the upcoming anniversary gala
                 celebrating the formation of the
                 United Nations.  With nearly every
                 invitation confirmed, the occasion
                 promises to be the largest single
                 gathering of world leaders in history.

       The image in the screen is a helicopter shot of ELLIS
       ISLAND, with Liberty Island and the famous Statue in the
       background.

                           NEWSCASTER (contid)
                 Ellis Island, once an arrival point
                 for thousands of immigrants crossing
                 the Atlantic with the hopes of a
                 better life, will open its doors
                 again.  Only this time it will be to
                 leaders and their families from over
                 200 nations.

       Blob belches his skepticism deafeningly.

       TRACK FURTHER THROUGH THE LAIR AND OUT THE DOOR as the
       Newscast drones on.

       INT. CORRIDOR/OFFICE - NIGHT

       WE MOVE through subterranean corridors and past dozens of
       projects that share some similarity to the machine we
       have seen, including crude designs that have been
       rejected or stripped of their good ideas.

       FAINTLY we become aware of a clicking sound.  Almost like
       a stopwatch very far away, always growing louder.

       The newscast has faded and another voice is getting
       closer from somewhere down the hall.

       Sabretooth emerges around a corner heading towards us,
       turning just as we get to him.  The clicking is loud and
       clear now.

       Sabretooth enters an office and we follow him.  Seated at
       a desk in the center of the room is MAX LENSHERR - age -
       somewhere after sixty, but strong and vital for his
       years.  He is more often called MAGNETO.

       The clicking is from the sound of an executive pendulum
       thingy on his desk.  The six steel balls hang onto one
       another from string supports in formation depending on
       how many are let to fly from either end.  One ball
       strikes one and one ball swings out from the other.  Two
       balls and two, and so on.

       Slight difference.  There are no strings supporting the
       balls, thus defying gravity.

       A chess set - all of its pieces made of beautifully
       crafted iron - sits on the far end of the desk.

       He is watching television, or more accurately listening -
       his eyes looking off into space, deep in thought.

                           INTERVIEWER
                 ...and the leading voice in the call
                 for Mutant registration is Senator
                 Scott Frank Kelly, of Florida, who
                 claims to support the constitutional
                 rights of the genetically enhanced,
                 but whose crusade to register mutants
                 is gaining popularity.

       Now Kelly is on the screen.  Magneto shakes his head.

                           MAGNETO
                 Not this one again.

       When Sabretooth clears his throat, the clicking balls
       instantly freeze and hover there.

       The volume on the television drops, though no remote is
       in sight.

       Magneto notices Sabretoothis apparent exhaustion, his
       torn clothing, including the slashes in his side.  His
       look asks iwhat happened?i

       Sabretooth crosses the room and places the shining dog
       tag on the table.  The one he ripped from Loganis neck.
       He sits at the desk, puzzling over it.

                           MAGNETO (contid)
                 Your expression tells me the news is
                 not good, brother.

                           SABRETOOTH
                 I lost him.

                           MAGNETO
                 How?

                           SABRETOOTH
                 It was Xavieris people.  They knew.

       Frustrated.  Magneto inspects the dog tag.

                           MAGNETO
                 I want him.  That is all they know
                 because that is all you know.

       Nothing odd about the tag at a glance, military dog tag,
       weathered and beaten, but certainly plain, Canadian
       Military, Loganis name, rank, and a faded serial number.

       His thumb feels the indention of the word at the bottom
       of the tag that does not seem to fit here.

       WOLVERINE

       We hear the voice of Senator Kelly on the TV.  Kelly is
       on the screen giving good face.

       As he turns up the television, and again, we donit see
       how, he places the dog tag on his desk, thinking.

                           KELLY
                 I think the Presidentis pre-occupation
                 with international affairs has drawn
                 his attention away from this problem.
                 Americanis deserve the right to decide
                 whether they want their children to be
                 in school with mutants.  To be taught
                 by mutants.  They also have the right
                 to know the dangers.  Thatis the
                 purpose of registration.  And mark my
                 words, if the President isnit strong
                 enough to do what needs to be done...

       As the Senator continues we PULL BACK and see Magneto
       watching this.  He begins speaking over Kellyis diatribe.

                           MAGNETO
                 And you may mark my words, Senator
                 Kelly.  All your plotting, all your
                 hatred.  I have plans for you.  Iive
                 seen you come, and I will see you go.

       As Magneto turns Loganis dog tag between his fingers, we
       canit help but notice FADED PURPLE SERIAL NUMBERS
       TATTOOED IN HIS ARM.
       He then drops the dog tag on the desk, Magneto stands and
       heads for the door, Sabretooth follows.  The television
       shuts off and Magneto waves a hand as though beckoning
       someone to follow.  Or some thing.

       He stops and looks back at the dog tag on the desk and
       waves again.  A paper clip just next to the dog tag skips
       off the desk and into Magnetois hand.  He drops it,
       annoyed and tries again.

       A slight rattle, then nothing more, as though the dog tag
       were held down by an unimaginable weight.

       He walks over and picks up the dog tag, inspecting it,
       then trying to bend it.  Nothing.

                           MAGNETO (contid)
                 Can it be..?

       He puts it back on the desk.  Now Magneto concentrates -
       sending a wave of magnetic force that ripples the air
       around it.

       The tag trembles, but does not budge.  He looks at
       Sabretooth and smiles.

                           SABRETOOTH
                 Is that what youire looking for?

                           MAGNETO
                 A piece.  Only a piece.

                           SABRETOOTH
                 Is it enough?

                           MAGNETO
                 Enough for a test.

       And as Magneto looks up at Kelly on the television we:

       PAN OVER TO A BULLETIN BOARD on the wall beside him.

       To a periodic table, smaller than the first.

       But still with that red square and added letter iAi.

       EXT. WHITE HOUSE - PARKING LOT - DAY

       Kelly and Guyrich walk out of the White House on their
       way to their limousine.

                           KELLY
                 I canit believe the President canit
                 see it.  I wouldnit be surprised if he
                 has a mutant on his staff.

       Kelly and Guyrich climb into the limo and slump back in
       their seats.

       INT. LIMOUSINE - DAY

                           GUYRICH
                 Have you thought of a demonstration of
                 some kind?  Maybe use the UN Summit to
                 our advantage.  The whole world will
                 be watching.

                           KELLY
                 Iim not interested in the whole world,
                 Henry... Iim interested in America.
                 Let the rest of the world deal with
                 mutants their own way.

                           GUYRICH
                 Where to?

       Kelly rubs his eyes.

                           KELLY
                 Home.

       Guyrich leans to address the driver.

                           GUYRICH
                 Dulles Airport.

       INT. LABORATORY - DAY

       Medical monitors beep, keeping track of the vital signs
       of -- Logan, who lies in a bed in the middle of a medical
       lab.

       In the wall beside Loganis bed is a light board on which
       hang Loganis X-rays.  Loganis skeleton seems to be more
       the creation of a Deco architect than of nature.
       Streamlined, refined... almost manufactured.

       He is asleep, recovering.

       Jean Grey enters the lab.  She walks over and examines
       the X-rays, fascinated by their unique structure.  She
       notices what appears to be an unusually complex network
       of bones in the forearm.  Jean looks down and runs her
       fingers over the traces of three incisions on the backs
       of Loganis hands.  Jeanis eye moves across his body.  His
       rippling muscles.

       Jean uncaps an IV needle and moves to the middle of
       Loganis arm.  We cannot help but notice a diamond ring on
       her left hand.

       Jean starts to put an IV in Loganis arm.

       Just as she is sticking the needle in his arm HE JOLTS
       VIOLENTLY.

       SNAP

       Loganis hand reaches up quickly, breaking the needle off
       in his arm.  He grabs a startled Jean by the throat.

       He is out of bed.  She is unable to speak, choked silent
       by his grip.

       He places his fist near her face.  We see the three faint
       scars just above his knuckles.

       Hesitation.  Logan looks at her for a moment.  Taken by
       her beauty.  Then he is on his feet.

       Jean is on the floor, gasping for breath.

       Logan realizes something is missing.  He reaches to his
       chest and feels for the dog tag.  Gone.  He stifles a
       curse.

                           LOGAN
                 Where is it?

       He looks at Jean who recoils from him in terror.  Logan
       thinks, then bolts.

       INT. HALLWAY - DAY

       Logan comes out into an empty hall.  Strange.  Deathly
       quiet.  It is very sparse and modern, matching the lab we
       have just left.  Logan runs and goes through the first
       door he comes to, to keep Jean from seeing where he has
       gone.

       INT. READY ROOM - DAY

       He looks around and sees he is in some sort of locker
       room.  A row of lockers run along one side of the wall.
       And hanging from the other side in a row, are UNIFORMS,
       much like the ones Cyclops and Storm were wearing in the
       snow.

       He starts to rummage through the lockers, coming up with
       a shirt and pants that almost fit.  A pair of sneakers as
       well.

       He hears the sound of approaching foot-steps coming from
       the hallway.  He spots another entrance on the far side
       of the room and, carrying his clothes, he staggers out,
       still in considerable pain.

       INT. HANGER - DAY

       Logan rushes through the door, looking behind to see if
       he has been seen.  He closes the door and leans back to
       catch his breath... which stops momentarily as he looks
       around the massive hanger he has entered.

       The X-Jet, the stealth plane we saw in Alaska, now sits
       parked and quiet.

       Logan walks to the plane and stops -- listening.  We hear
       a strange THUMPING.  He listens for a second.  The sound
       picks up in speed and we realize that we are listening to
       the SOUNDS OF A BASKETBALL GAME coming from above.

       As Logan tries to digest this, the door that he had just
       come through begins to open, letting in a shaft of light.
       Logan looks around wildly for a moment, looking for a
       place to hide when -

       BING.

       An elevator door opens in the wall of the hanger ten feet
       from where Logan now stands.  He whips around and runs
       for it.

       There is a button marked iG.i  He presses it.

       INT. HALLWAY - DAY

       The elevator opens on a hallway that doesnit match the
       rooms we have already seen at all.  It is plush and
       stately, the hallway of a great mansion.

       He hears a voice coming from a room.

       As he gets closer to it, we can begin to hear:

                           VOICE
                 ... until the Emperor Constantine
                 converted to Christianity.  With that
                 one act, history was changed.  The
                 Christians who were once prosecuted
                 and fed to the lions, became accepted.

       Now the voice is clear as a bell, coming from a room with
       the door slightly ajar.

       INT. CLASSROOM - DAY

       Logan peeks in and sees in front of a chalk board, a
       massive blue furry creature called BEAST.  Besides two
       arms and two legs, the only remotely human thing on his
       ape-like face is a pair of wire spectacles.  He addresses
       a class of kids between the ages of 16 and 17.
       Besides the occasional physical alterations, there is an
       overall oddness to the group, giving way to the fact that
       in some way or another these are all mutants.

                           BEAST
                 So as their leaders went, so did
                 follow the hearts and minds of the
                 people of the Roman empire.  Which
                 made for some very happy Christians.

       Now he sees Logan standing in the door, looking back at
       him in mute shock.

                           BEAST (contid)
                 Can I help you?

       All the students turn to see Logan, standing in a
       hospital gown with a mean case of bed head.  They start
       to giggle.

       Logan turns and heads down the hallway to the left.

       INT. HALLWAY - DAY

       Logan hears footsteps and quickly does a one eighty back
       down the hallway.  He turns a corner, hugging the wall.
       He halts.  A large oak door stands down the hall.  He
       smells something, taking in a deep breath, his head
       cocking to the side - listening.

       He turns and looks behind him.  More foot steps.  Someone
       is about to enter the hall.

       He turns again, ready to run the other way when he sees
       the SHADOWS of two more people coming from the other
       direction.  Logan is trapped.  He lunges for the large
       oak door and bursts through.

       INT. XAVIERiS OFFICE - DAY

       Logan shuts the door and leans his head back against it,
       exhausted.

                           VOICE (O.S.)
                 Good morning, Logan.

       Logan, still clutching his stolen clothes, opens his eyes
       and sees a man sitting behind a large mahogany desk --
       PROFESSOR CHARLES XAVIER, an intense and intelligent man
       just to look at him.

                           XAVIER
                 Would you like some breakfast?

       Logan, who was prepared for anything but this, just
       stares.

                           XAVIER (contid)
                 Iim sorry, allow me to formally
                 introduce myself -- I am Professor
                 Charles Xavier.  This is my school.

                           LOGAN
                 How do you know my name?

       Xavier taps the side of his head with his finger.

                           XAVIER
                 Youire not the only one with gifts.

       When he speaks, his lips do not move.  We realize Logan
       ihearsi the voice in his head.  In addition, the voice is
       accompanied by the FAMILIAR SOUND OF FOOT STEPS
       indicating that perhaps Xavier had herded Logan through
       the mansion with his mind.  He does not like it.

       Xavier comes out from behind his desk.  We see that he is
       in a MOTORED WHEELCHAIR.  Realizing that he is safe for
       the moment, Logan begins putting on his stolen clothes.

                           LOGAN
                 What am I doing here?

                           XAVIER
                 I brought you here so that you would
                 be safe from Magneto.

                           LOGAN
                 Who?

                           XAVIER
                 A very powerful mutant who for some
                 reason has taken an interest in you.
                 Iim not sure why, but until we find
                 out, I must ask you to stay.

       Logan looks Xavier over.  He is obviously a kind man who
       is offering his help.  Logan is silent for a moment.

                           LOGAN
                 No thanks.

       Logan goes to the door.

       Xavier, disappointed, just watches him go.

       INT. FRONT HALL - DAY

       Logan sees a grand entrance with two huge oak doors and
       brightly-polished steel knobs that scream iexit.i  He
       starts in that direction when the doors begin to open.

       A moment of traffic, laughing, chatter... then they are
       all gone.

       He gets to the doors and pushes them open.  Bright white
       sunlight floods in, nearly blinding him.

       EXT. MANSION - DAY

       The first thing he sees through the haze is wings - GIANT
       WHITE, FEATHERY ANGEL WINGS.

       A young boy, no more than fourteen, has them sprouting
       from his back.  He is stretching not only his limbs, but
       his unusual appendages in the morning breeze.

       Sensing something - the boy turns, and sees this
       shambling ruin of a man in the doorway.

       Off Loganis expression, we hear the flapping of wings and
       see his awestruck face following the boy onto the sky.

       This only holds his attention for a moment.  Logan looks
       across an expanse of grounds that house the Mansion.  A
       high, wrought-iron gate surrounds the entire property.

       He watches as several children play basketball across a
       large court.

       Logan shakes his head and is out the closing door.

       Xavier simply watches from his window.

       EXT. MANSION - FRONT GATE - DAY

       Logan heads for the gate.

       SHOOK -- Logan pops his claws.

       Suddenly, the gate slowly opens -- Inviting him to leave.
       He pauses, momentarily confused.  He takes one long look
       back at the mansion.  And then leaves.

       Stay for a moment.  Watch him go.  Then pan across a sign
       which reads --

           PROFESSOR CHARLES XAVIERiS SCHOOL FOR THE GIFTED

                        Westchester N.Y.

       PANNING slowly across the road to the thick woods on the
       other side of the street.

       SOMETHING MOVES in the trees, catching our eye.  Someone
       is watching.  It is Toad, camouflaged amidst the trees
       and branches.

       EXT. SKY - DUSK

       A helicopter streaks across the sky.

       INT. HELICOPTER - DUSK

       Kelly sleeps fitfully in the large seat.  A bump of
       turbulence.  He wakes suddenly and looks out the window
       seeing the ocean below.

       Kelly looks out the window again and sees water.  They
       are flying low.

       He looks at Guyrich, who sleeps as well.  He wakes him.

                           KELLY
                 Where the hell are we?

       Guyrich looks out the window and looks at Kelly, puzzled.
       He stands and goes to the door to the cabin of the
       helicopter.

                           GUYRICH
                 Pilot?

       No answer.  Guyrich tries to open the door.  Itis locked.

                           GUYRICH (contid)
                 Pilot?

       Kelly looks out the window now and sees the helicopter is
       closing in on an island - where, is anyoneis guess.  What
       is known is that the place is no pleasure resort.

       It is in fact some sort of refurbished island fortress,
       complete with turrets, built right into the side of the
       cliffs.

       EXT. ISLAND HELIPAD - DUSK

       A clearing in the middle of a ring of trees at the base
       of a rocky rise.  The helicopter touches down.

       THE PILOT, wrapped from head to toe in a flight suit and
       helmet, gets out and opens the side door, exposing Kelly
       and Guyrich to the intense wind of the rotors.  They
       cover their eyes, cowering.

       KELLYiS P.O.V.

       Two figures come out of a hole in the mountain.  One
       seems extremely larger than the other.

       Guyrich and Kelly step out.  As they get closer he can
       make out Magneto and Sabretooth.

                           KELLY
                 Dear God... Dear... God.

       The Pilot removes his helmet to REVEAL:

       Pyro, smiling.

                           KELLY (contid)
                 What the hell is this?

       Kelly is utterly confused.  As Magneto nears, Guyrich
       steps forward to greet him, putting arms around Magnetois
       neck and kissing him deeply.  Then Magneto looks deep and
       lovingly into Guyrichis eyes.

       And with that GUY SHAPE SHIFTS into a beautiful woman who
       herefore will be known as MYSTIQUE.  Her body is covered
       in iridescent blue scales, which complement her lovely,
       solid yellow eyes.

       Kelly, of course, is shocked.  Mystique shows a little
       hip, raising the scales at her mid-section mockingly, as
       the last of what we thought was Guyrich slips underneath.

                           KELLY
                 You... wha... Who are you... Where is
                 Henry?

                           MAGNETO
                 Mr. Guyrich has been dead for some
                 time Senator.

                           KELLY
                 You mutant bastards...

       Pyro grabs the Senator as he runs back for the helicopter
       in vain.

                           KELLY
                 Whatever you do to me... no matter
                 what youill make me right.  Every word
                 I have spoken will be confirmed.

                           MAGNETO
                 Gosh, I hope so.

       As Kelly struggles against all hope.

                           KELLY
                 People like you are the reason people
                 like me exist.

       And with that, Mystique walks up.

                           MYSTIQUE
                 And people like you are the reason I
                 was afraid to go to school as a child.

       With that, Mystique punches Kelly.  Knocking him out
       cold.

       BLACK

       INT. MACHINE ROOM - MAGNETOiS LAIR - NIGHT

       Kelly comes to.

       Magneto walks past him, holding Loganis dog tag.

       His thumb crushes one last time over the curious
       iWolverine.i

       PULL OUT TO REVEAL:

       Kelly is strapped to a metal chair, bound impossibly
       tight.  He struggles.  Mystique watches from the far side
       of the room.

                           MAGNETO
                 Are you a iGod-fearing man,i Senator?

       Kellyis reaction tells him he is certainly afraid of
       something right now.

                           MAGNETO (contid)
                 That term always confused me.  As if
                 there were something to fear.

       Kelly looks around wildly, terrified.

                           MAGNETO (contid)
                 God after all, is often defined as all-
                 forgiving.  A description I rather
                 like.  I think what you really are
                 afraid of...

       Magneto uses his mind to move Kellyis chair a little
       closer.  Kelly nearly loses it.

                           MAGNETO (contid)
                 ...Is me and my kind.  The Brotherhood
                 of Mutants.

       He touches Kellyis face and Kelly recoils.

                           MAGNETO (contid)
                 And this law.  Your mutant
                 registration act is only the
                 beginning.

                           KELLY
                 The intention of registration act -

                           MAGNETO
                 INTENTION?  Intention, Senator?  We
                 are talking about mankind here.  His
                 fear.  It is only a matter of time
                 before mutants will be herded into
                 camps.  Studied for weaknesses.  And
                 eventually wiped off the face of the
                 Earth.

       Kelly shakes his head.  There is nothing he can say to
       sway this man.

       Magneto turns and admires his machine.

                           MAGNETO (contid)
                 Well, weire much more giving than
                 that.  We simply want to share with
                 you... To help you understand.

                           KELLY
                 What is it you intend to do to me?

                           MAGNETO
                     (smiling)
                 Letis just say, God works too slowly.

       Magneto moves to the machine.

                           MAGNETO (contid)
                 Youire a leader, Senator Kelly -- you
                 set an example.  And if more of you...
                 were like more of us?  Well, youill
                 see.

       Kelly watches as Magneto takes Loganis dog tag and places
       it atop a tube at the bottom of a large spire in the
       center of the room some thirty feet high.

       He walks toward the opposite side of the room and watches
       as the tag is raised to the top of the device, through
       the shaft.

                           MAGNETO (contid)
                 Donit fear God, Senator.  And
                 certainly - most certainly... donit
                 fear me.

       A beat.

                           MAGNETO (contid)
                 Not any more.

       ANGLE ON:

       MAGNETO raises his arms and a series of metal rings up
       from the machine platform that holds the dog tag.  With a
       slight motion of his hand, the rings begin to spin slowly
       gaining in speed as Magneto controls it with his power.

       The air around it ripples, gaining in intensity.

       WAVES OF MAGNETIC ENERGY POURS from Magnetois hands
       toward the machine.

       Now, Magneto has the rings spinning around the dog tag at
       such speed, the rings themselves are no longer visible -
       merely a blur around the stationary tag.  Magneto lowers
       his hands.  The machine is now working on its own.

       Kellyis eyes grow wide with fear as the metal dog tag
       begins to glow.  Dull at first... the brightly... too
       brightly.

       The deafening whine of the machine builds louder and
       louder.

       Suddenly -- SILENCE

       FIVE SECONDS OF ABSOLUTE SILENCE.

       The sphere vanishes, enveloped in a light so white, it
       defies description.

       But Iill try:

       A light that seems to ooze rather than radiate.  A light
       that fills the room as it expands outward and engulfs
       everything in sight.

       It is liquid light.  Creeping and unstoppable.

       From outside the room, Pyro and Sabretooth watch through
       the window.  It comes through, first casting its shadows
       darkly against the wall, then erasing them as it swallows
       them -  as though they were never there.

       INT. HALLWAY - NIGHT

       From under a door, the light leaks in, filling the room.

       All through the lair, air vents, keyholes, drainpipes and
       the like, the liquid light fills the lair to the gills.

       EXT. MAGNETOiS LAIR - NIGHT

       THROUGH THE TURRET ATOP THE LAIR, the light beams up into
       the night sky, shinning like a beacon for miles.

       Then the white light obscures all.  Fueled by this tiny
       piece of metal, the light extends like an ever growing
       bubble, out and up over the ocean.

       PULL BACK FROM THE SMALL ISLAND

       The bubble of white light is easily five miles across.

       INT. MACHINE ROOM - NIGHT

       Kelly grits his teeth, barely visible in the whiteness.

       Then it is gone.  He hangs his head in exhaustion.

       Magneto himself is a bit overwhelmed.  He looks at his
       own skin - no apparent change.  He shakes his head,
       blinks his eyes.

       Sabretooth and Pyro are also a bit struck by the display
       and they also seem a bit dazed.

       Magneto walks over and reaches into the still steaming
       metal device.  His hand comes out holding the dog tag -
       actually its remains.

       A frazzled, blackened wire, warped and spent.  Nothing
       more.  And this turns to dust in his fingers.

       Magneto has amazed even himself this time.

       The silence is shattered by a phone ringing.  Sabretooth
       picks it up.  He listens, then hands the phone to
       Magneto.

                           SABRETOOTH
                 Weive found him.

       Magneto puts the phone to his ear.  He smiles.

                           MAGNETO
                 Where?

       ANGLE on Kelly, his skin glistening slightly, almost
       luminescent.  Pinker (healthier?) then it was when he
       came in.

                           KELLY
                 Oh... Oh God... what have you done to
                 me?

       Magneto hangs up the phone.  He crosses to Kelly, leans
       in and whispers in his ear.

                           MAGNETO
                 Welcome to the future... brother.

       Magneto stands, looks at his machine, then back at Kelly.

                           MAGNETO (contid)
                 Now if youill excuse me...  I have a
                 train to catch.

       EXT. TRAIN - NIGHT

       The silver Amtrack moves speedily through the dark
       countryside.

       INT. TRAIN - NIGHT

       A CONDUCTOR makes his way through a half filled car of
       commuters taking tickets.  He passes a restroom and exits
       the car.  He takes a seat.

       Logan emerges from the restroom, having avoided paying
       his fare.

       A few seats in front of him, in a grouping of seats that
       face one another, sit four large guys, early twenties --
       Theyire the guys from your college named Brad that used
       to get drunk and try to drown freshmen in the toilets.
       Weill call them BRADS 1, 2, 3, and 4.  They are drinking
       from beer cans in paper bags.

       Across the aisle from them sits a lone oddly pretty
       twenty year old girl.  Her name is ROGUE -- a dark-eyed
       and somewhat distant creature.  From the shawl around her
       head to her boots, layers of odd clothing wrap every inch
       of her body, except her face and hands.  She looks worn,
       it is the face of a runaway.  Next to her, a dirty duffle
       bag.

       The Brads are staring at Rogue, making lewd comments
       about her.  They have obviously been drinking for awhile.

                           BRAD 1
                 Hey.

       Rogue looks at him, then quickly looks away.

                           BRAD 1 (contid)
                 Hey... Hey Iim talking to you.

       The Brads laugh amongst themselves at her reaction.

                           BRAD 2
                     (looking at her duffle bag)
                 Where are you going?

                           BRAD 1
                 Awww... look guys sheis shy.

                           BRAD 3
                 Maybe thatis why sheis alone.  Is that
                 why youire alone?

       Brad 4, who is closest to Rogue, leans toward her.

                           BRAD 4
                 Iill keep you company.

       Rogue is silent and turns her back on him, trying to
       ignore him.

                           BRAD 4 (contid)
                 Hey...  Iim talking to you.

       Rogue continues to ignore him.  This gets Brad 4 angry.
       The other Brads watch his failure and laugh.

                           BRAD 4 (contid)
                     (louder)
                 I said Iim talking to you!

       ANGLE ON: Logan, his ears picking up everything.

       Rogue looks down trying not to look at them.

       Brad 4 will not be ignored.  He reaches out to the one
       place which is not covered by clothing that he can reach -
       - Rogueis hand lying at her side.

                           BRAD 4 (contid)
                     (louder still)
                 I said...!

       He grabs her hand.

       Suddenly, Brad 4is eyes open wide as if heis in shock, an
       instant later, he COLLAPSES.

       Rogue reels back.

       Bradis 1, 2, and 3 stand up, they are angry.

                           BRAD 1
                 Hey, what did you do?

                           ROGUE
                 Donit touch me.

       Rogue stands, frightened and confused.  Brad blocks her
       in.

                           BRAD 3
                 Hey Brad, sheis a mutant!

       Rogue moves to get away, but Brad 1 shoves Rogue.  Rogue
       falls to the floor of the train, right next to Loganis
       feet.  Brad 1 moves toward her.

       Suddenly, Logan steps in front of Brad 1.

                           LOGAN
                 How about you sit down and leave the
                 kid alone, alright?

                           BRAD 1
                 Sheis a mutant.

                           LOGAN
                 Yeah, well, nobodyis perfect.

       ANGLE ON: Rogue, she gets up and huddles toward the rear
       of the train.

                           BRAD 1
                     (who is considerably larger
                      than Logan)
                 I think you should take a seat little
                 fella.

       He shoves Logan backward.  Logan gathers himself.  Brad 4
       is very weak but regaining consciousness.

       Brads 2 and 3 stand to back their friend against Logan.
       Itis now three against one.  All the passengers are
       watching --

                           LOGAN
                 Listen -- I donit want any trouble.

                           BRAD 1
                 Well you got trouble.

       Brad 1 slams his fist into Loganis stomach.  Logan grabs
       the manis fist and lifts him up and over, slamming him
       into the train floor.

       Brad 2 grabs a commuteris briefcase and smashes it on
       Loganis head.  Bursting open, its contents fly
       everywhere.

       Logan turns.  Brad 2 stares wide-eyed as the gash on
       Loganis head starts to heal.

       Suddenly, Brad 1 is up.  He grabs Logan around the neck
       from behind.  He holds Logan in his head lock while Brad
       2 and 3 start punching  him in the stomach and face.
       Logan is taking quite a beating and naturally the entire
       train of people are doing nothing.

       ANGLE ON: Loganis eyes, his pupils are getting smaller.
       His brow furrows like a wolf.  A low guttural GROWL.

       Suddenly rage -- PRIMAL RAGE

       Loganis feet kick out, his left foot strikes Brad 1 in
       the face knocking him backward, while his right foot
       hooks around Brad 2is head dragging him forward.  With
       his left hand Logan grabs Brad 2 by the throat, squeezing
       the esophagus.

       Brad 2 is paralyzed.  His eyes roll up as the oxygen is
       cut off.  Brad 2 collapses.

       ANGLE ON: Brad 3 running out of the car with the other
       passengers.  A TRANSIT COP pushes past the fleeing
       passengers, into the car.

       Brad 1 still bear hugs Logan from behind.  Logan reaches
       pushing his knuckles against Brad 1is leg.  Suddenly:

       SHOOK -- the sound of metal extending.  Brad 1 howls in
       pain.  SHOOK -- the sound of metal retracting.

       Brad 1 releases Logan and stares down at three punctured
       holes in his leg.  Logan wheels around, kicks him to the
       floor, and punches him.

       All eyes in the train are on Logan, as he raises his
       fist.

       SHOOK -- Logan extends his claws.

       Logan is at the peak of his rage.  The passengers stare
       in disbelief.  Even Rogue is astonished.

                           TRANSIT COP
                 Freeze... transit police.  Drop your
                 weapon.

       Logan pauses, only for a second.  Brad 1 is wailing for
       his life.

       But rage has taken over.  Logan raises his blades to
       finish what he started.

       Suddenly, THE TRAIN LURCHES VIOLENTLY.  Logan goes flying
       backward.

       EXT. TRAIN - NIGHT

       The train has been brought to a sudden stop -- but the
       wheels are still turning.  Finally, they are shut down.

       INT. TRAIN CAR - NIGHT

       The lights are out.  Everyone gathers themselves.  Then
       comes a low grinding creak.  The sound of metal bending.
       Rivets popping.

       EXT. TRAIN - NIGHT

       Like the top of a sardine can, the entire side wall of
       the train car is peeled off.  Revealing the terrified
       passengers inside -- and Magneto, Sabretooth, Mystique
       Toad and Pyro on the outside.  With a final thrust, the
       air RIPPLES and Magneto tosses the car wall to the side.

       Passengers from the other cars stare wide-eyed out their
       windows.  The train has stopped at a railroad crossing,
       the gates are down.

                           MAGNETO
                 You can come out now, Logan.  Youire
                 among friends.

       The transit cop rises to his feet, brandishing his
       pistol.

                           TRANSIT COP
                 Freeze!

       With a turn of his finger, Magneto draws the pistol to
       him.  The cop holds tight and is yanked off the train,
       onto the ground.  With another twist of his hand, Magneto
       makes the gun leap from the copis grasp and HOVER,
       pointing at the copis head.

                           MAGNETO
                 You Homo Sapiens and your guns.

       The gun cocks.

                           XAVIER (O.S.)
                 Thatis enough, Max!

       All turn to see Xavier, seated in his wheelchair --
       flanked by Cyclops, Jean and Storm.  All, save Xavier,
       are in uniform.

       THUNDER RUMBLES ACROSS THE SKY

       ANGLE ON: Storm, a GUST OF WIND.

                           MAGNETO
                 Iill never understand your regard for
                 them, Charles.

                           XAVIER
                 And Iill never understand terrorists.

                           MAGNETO
                 I am trying to save our kind, Charles.
                 You should do the same.

                           XAVIER
                 Not at the cost of lives, Max.

       Xavieris metal chair is gripped by magnetic forces.  It
       shakes and begins to inch towards Magneto.

                           MAGNETO
                 Magneto.

       The chair is pulled closer to Magneto.  Cyclops steps
       forward.  Xavier need not turn to know help is coming.

       Magneto sees and respects Cyclopsis power.  The chair
       stops moving.

                           XAVIER
                     (to Cyclops)
                 Itis alright... itis alright.

       Magneto glances at Storm, then Cyclops.

                           MAGNETO
                 The two in Alaska.  Just how do you
                 people manage to be in the right place
                 at the right time?  Still tinkering
                 with Cerebro?

                           XAVIER
                     (referring to Logan)
                 What do you want with him?

       Magneto smiles now, tapping his METAL HELMET.

                           MAGNETO
                 Canit read my mind?

       Xavieris expression falters.  It appears as if the helmet
       has been made to block Xavier from doing just that.

                           MAGNETO (contid)
                 Iill tell you something, Charles, we
                 are more alike now than we were when
                 we started.

                           XAVIER
                 Is that so?

                           MAGNETO
                 Still trying to make the world safe
                 for our kind.  Still trying to find a
                 way to introduce ourselves --
                 definitively.

                           XAVIER
                 You definition of definitive was
                 always a bit extreme for me, Max.
                 What is it like these days?

                           MAGNETO
                 Letis just say that I am out to make
                 some radical changes.  Now come on
                 Charles.  For old times sake, for your
                 sake...  Leave him to me.

       Logan slowly rises from the huddled passengers.
       Sabretooth fighting the urge to move on him.  Logan
       glares back at Sabretooth.

                           MAGNETO (contid)
                 Ahh... there you are brother.  I
                 believe you possess something I am
                 very much in need of.

       Just then, SABRETOOTH ROARS UNCONTROLLABLY and punches
       Toad in the stomach, doubling him over.  Oddly - Toad is
       laughing.  He stands upright.

                           TOAD
                 Do it again.

       Another roar and another punch.  Toad is crying and
       laughing at the same time.

                           TOAD (contid)
                 Oh God it hurts.  Do it again.

       Magneto watches this, momentarily stunned.

       Suddenly, Pyro grabs hold of his face.

                           PYRO
                 IiM BLIND.

       And Mystique MORPHS into a small child and begins tugging
       at Magnetois pant leg.

                           MYSTIQUE
                 I have to go to the bathroom.

       Magneto looks at the cause of it all: XAVIER, HIS EYES
       CONCENTRATING, HAS ALL OF MAGNETOiS MINIONS UNDER HIS
       PSYCHIC CONTROL.

       Cyclops cannot help laughing.  Storm and Jean smile.

       Magneto is furious.

                           MAGNETO
                 If I could make you understand.  If
                 you could just be made to see it the
                 way I do.  The way itis going to be.

                           XAVIER
                 The way what is going to be?

                           MAGNETO
                 Iim going to change the world with or
                 without you as a witness, Charles.
                     (Points to Logan)
                 And this one gets a front row seat.

                           XAVIER
                 What do you mean to do?

       And Magneto steps back a little further.  His oddly
       behaving consorts follow.

                           MAGNETO
                 This checkmate goes to you.  I didnit
                 want to hurt anyone.  But you leave me
                 no choice.

                           XAVIER
                 WHAT DO YOU MEAN TO DO?

       Sabretooth and Toad walk away, still with the punching
       and asking to be punched.

       Magneto takes the little girl/Mystique by the hand and
       the blind Pyro by the arm and leads them away,
       humiliated, to their waiting helicopter.

       Xavier turns back to Logan, still standing in the train
       car, amidst all the huddled passengers.  Suddenly, all
       the passengers except Rogue lay on the floor and seats
       and go to sleep.  A few of them even snore.

                           XAVIER (contid)
                 Now will you come back with us?

       A look crosses Loganis face.  Uncomfortable.

                           LOGAN
                 Look, I appreciate your concern.  But,
                 I do better on my own.

       Xavier indicates the wreckage of the train.

                           XAVIER
                 You got less than sixty miles today.
                 Iill make you a deal.  Two days.
                 If we havenit figured out what Magneto
                 wants with you by then...  Iill bring
                 you back myself.

       Logan looks up at Xavier suspiciously, hating that he is
       making sense.  Xavier moves closer.

       Logan looks over at Rogue, covered in her layers of
       clothes.  Storm is helping her off the train, yet taking
       care not to touch her skin.

                           LOGAN
                 What are you going to do with her?

       Xavier looks to Rogue.  A warmth comes over his face.  An
       look of understanding.  At a glance he has read her mind.
       He knows her pain -- her struggle.  Rogue looks to
       Xavier.  Their eyes meet.

                           XAVIER
                 Rogue is a beautiful girl, with an
                 extraordinary power.  One that even
                 her own family isnit able to accept.
                 Sheis been on her own for weeks now,
                 searching for a home.  A place to
                 belong.

       Xavier turns to Logan.

                           XAVIER (contid)
                 -- Weire going to give her that.

       Logan looks at rogue, contemplating this.  Then to
       Xavier.

                           LOGAN
                 Forty-eight hours, old man.  But if
                 you cross me, I wonit feel any guilt
                 about what I do to you.

                           XAVIER
                 Deal.

       Logan eyes the rest of the gang until he settles his gaze
       on Jean.  He offers a faint seductive smile.  This is not
       lost on Cyclops.

       INT. MAGNETOiS LAIR - CELL - LATER - NIGHT

       A cell with bars, but no visible door.

       Kelly is hunched over his toilet, heaving.  His suit is
       rumpled and dirty, showing signs that time has passed.

       There is a television just outside the door:

       We see SEVERAL NEWS HELICOPTERS circling a platform built
       against the backdrop of the main entrance to Ellis
       Island.  We see massive security measures, the likes of
       which have never been attempted, being prepared.

       (Voice plays over the rest of the scene)

                           NEWSCASTER (V.O.)
                 Is there such a thing as too much
                 security?  A possible complication
                 adding to the United Nations
                 Anniversary is the sheer number of
                 security personnel for what will be
                 the largest single summit in the
                 history of the planet.

       He walks towards the cell and tries to look down the
       hall, pressing his face to the bars.

                           NEWSCASTER (V.O. CONTiD)
                 While the Secret Service has never had
                 difficulty handling one or even
                 several world leaders, it has never
                 had to handle the daunting task of
                 watching over all of them.

       It is only then that he hears a slight crack and his head
       squeezes between the bars like a soft-shelled egg.  He
       gasps in pain, but more from shock.  He pulls his head
       back with some difficulty and POP, it squeezes right back
       through.

                           KELLY
                 What have you bastards done to me?

       Kelly is horrified.  Disgusted.  He paces the cell,
       unable to comprehend what has happened to himself.

       It is only when he hears the sound of a HELICOPTER IN THE
       DISTANCE that he reacts.  He starts to panic, then
       collects himself.  Then he goes over to the bars again.
       He pauses, afraid... then:

       He pops his head through again.  He turns his shoulder
       toward the bars and begins to push.  His feet slip in the
       floor and his fingers stretch and crack inside, then his
       ribs begin to pop one by one with the brittleness of
       undercooked spaghetti.  It is agonizing, but Kelly
       finally manages to pull his horribly-altered body through
       the bars.

       INT. HALLWAY - NIGHT

       Kellyis whole chest and pelvis are slightly flattened
       beneath his clothes, but with a hideous crunching sound,
       they seem to inflate again back to normal.

       Kelly looks at his body with a mixture of fascination and
       disgust.

                           VOICE
                 HEY.

       Kelly turns and screams.  Blob has just walked into the
       room and lunges, grabbing him by the arms.  Kelly is
       enveloped in this fat, hulking mass.  He manages to keep
       one hand free and all he can do is push it against Blobis
       face.  It is futile.  Until...

       Steam begins to come off Blobis face.  And Blob SCREAMS
       IN PAIN.

       EXT. HELIPAD - NIGHT

       Senator Kellyis helicopter, which has obviously been
       pilfered for Magnetois use, lands.

       Magneto, Sabretooth, Pyro, Mystique (no Toad) all climb
       out, having returned from their ill-fated attempt to get
       Logan.

       INT. HALLWAY - ELSEWHERE - NIGHT

       Kelly peers down the hall where we first went on our way
       to meet Magneto.

       Kelly, with only that way to go, does so, passing once
       again the odd assortment of machines, very reminiscent of
       the one he was exposed to.

       He hears voices coming toward him and he looks around
       wildly, wondering what to do.  Shadows foretell the
       arrival of the brotherhood headed this way.

       Kelly turns to run back from where he cam from.

       INT. HALLWAY - ELSEWHERE - NIGHT

       Magneto and Sabretooth come walking from the other end of
       the hall and pass the very spot where we just saw Kelly.
       No sign of him.

       INT. CELL - NIGHT

       From which Kelly has escaped.  The bars bend to make room
       for Magneto as he walks into the room.

                           MAGNETO
                 How are we feeling today, Senator?
                 Advanced, I hope...

       But he freezes when he actually enters the room.

       First, he sees that Blob is laying on the floor with a
       purple, welt-like hand print across his face.  It is
       blistered and hideous.  Blob is gasping for air.

       Magneto looks and sees the cell is empty.  He looks at
       Sabretooth.

                           MAGNETO (contid)
                 I want him alive.

                           SABRETOOTH
                 Iill find him.

                           MAGNETO
                 ALIVE.

       And Sabretooth bolts back from where they came.

       EXT. MAGNETOiS LAIR - NIGHT

       Kelly hits the fresh air, looking around wildly.  He runs
       for the edge of a cliff high over the ocean.

       He raises his hands, we see his palms are covered with
       those wicked spines and they are dripping a venomous
       fluid not too different in color from the wound on Blobis
       face.

       But then suddenly, something is wrong.  Kelly buckles,
       clutching his stomach again.  He squelches what would
       have been a scream of agony.

       He looks at his palms and the spikes are gone.

       Kelly hears footsteps.  Suddenly out of the darkness
       Sabretooth barrels toward him.

       Kelly turns and LEAPS.  Sabretooth comes to the edge of
       the cliff.

       When he looks over, Kellyis body has vanished.  Swallowed
       by the sea.

       Only his clothes remain on the rocks below.

       INT. LOGANiS ROOM - NIGHT

       Jean shows Logan the simple dorm cube with a bed and a
       small desk.  Jean opens the door for Logan and he
       inspects the sparse surroundings grimly.  Cyclops stands
       just outside the door - eavesdropping.

                           JEAN
                 Anything else I can get you?

                           LOGAN
                 Some cigars.  Case of beer.

                           JEAN
                 Thereis no smoking or drinking on the
                 school grounds.

                           LOGAN
                 I wonit light the cigars - how about
                 that?

                           JEAN
                 Iill see what I can do -- You should
                 get some sleep.  Even with your
                 healing ability, youire going to be
                 hurting for a while.

                           LOGAN
                 What if I like the pain?

       Jean doesnit know what to make of that.  She is about to
       leave, then pauses.

                           JEAN
                 The Professor said you were a solider.
                 Actually, I believe he used the word
                 mercenary.

                           LOGAN
                 Yeah?  Well I donit like to talk about
                 my past.

                           JEAN
                 Maybe, the Professor could help you
                 with that.

                           LOGAN
                 By reading my thoughts?

                           JEAN
                 If necessary.

                           LOGAN
                     (smirks)
                 What if theyire naughty?

       Jean smiles politely at his knowing glance.

                           JEAN
                 Get some shut-eye, slick.

       She shuts the door.

       INT. HALLWAY - NIGHT

       Jean hesitates at the door, thinking.  Smiling.  She
       turns and only then does she realize Cyclops is standing
       there.

       She is startled.

                           JEAN
                 Scott.. I -

                           CYCLOPS
                 I donit like him being here.

                           JEAN
                 What are you talking about?

                           CYCLOPS
                 You saw what happened tonight.  You
                 think Magneto wonit come after him
                 again.  You think he wonit come here
                 if necessary.  This is a school, for
                 Godis sake.

                           JEAN
                 If Magneto is planning to use Logan
                 for some terrible purpose itis our
                 responsibility to do something.

       Cyclops shakes his head.

                           JEAN (contid)
                 Whatis wrong?  Thereis something else
                 bothering you.

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

                           CYCLOPS
                 I have a bad feeling about this.

       Jean leans in slowly and kisses Cyclops just beside his
       mouth

                           JEAN
                 You know I love you, Scott.

       Cyclops pulls her close.  The hold each other.

       INT.  LOGANiS ROOM - NIGHT

       E.C.U. Loganis ear.  His super-sensitive hearing has
       picked up the whole conversation.

       Logan looks over on the bed and sees a new sketchbook and
       several pencils.

       A small note is attached.


       					I hope you donit mind.  I understand this
       					helps you relax.

                                       - X

       Logan shakes his head.

       INT.  XAVIERiS OFFICE - LATER - NIGHT

       A white light board.  Beastis blue furry hand slides a
       long, full-body x-ray in place.

       Beast is showing Loganis x-rays to Cyclops, Storm, Jean
       and Xavier.

                           BEAST
                 Adamantium.  Until today I thought it
                 to be a myth.  Impenetrable,
                 unbendable, resistant to the most
                 extreme heat, cold, indestructible.

       Beast points to the x-ray.

                           BEAST (CONT'D)
                 Itis been grafted to his entire
                 skeleton.

                           XAVIER
                 He also has accelerated healing
                 abilities - uncharted regenerative
                 capability, making his age impossible
                 to determine.  He could very well be
                 older than I am.

                           STORM
                 Is the Adamantium part of his
                 mutation?

                           XAVIER
                 No.  Someone put it there, relying on
                 his healing abilities to keep him
                 alive.

                           CYCLOPS
                 What do you think Magneto wants with
                 him?

       Xavier wheels himself to the window, starring out, deep
       in thought.

                           XAVIER
                 Iim not entirely sure itis ihimi that
                 Magneto wants.

       ANGLE ON: X-ray of Loganis Adamantium skeleton.

       INT. MANSION - NIGHT

       Rogue.  The waifish young thing who hides so well in the
       shadows seems more comfortable to be moving through the
       mansion at night.

       She passes through the halls and rooms not making a sound
       in her strangely-swathed body suit.

       INT. LOGANiS ROOM - NIGHT

       She creaks a door open slowly, letting a shaft of dim
       light slice the darkness.

       The light shines across a nightstand.  Rogue stares down
       at the notepad, a sketch it.  It is of an animal, small
       but fierce - a wolverine.

       She walks in to a figure laying in the bed and stands
       over him.  Over Logan.

       He lays under a single sheet, sweating, his eyes moving
       quickly this way and that in R.E.M.  His hands twitch.

       Rogue leans closer.

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

       FLASH - DREAM SEQUENCE

       INT. MILITARY LAB - THE PAST - NIGHT

       Like none we have ever seen thus far.  In fact, judging
       by most of the instruments here, we are looking at a
       laboratory some fifty years old.

       Logan looks down and we can see his body, naked, strapped
       to a table.

       A hand puts a mask over his mouth and -

       BLACK

       He awakens -

       STILL LOGANiS P.O.V.

       He struggles weakly with restraints as doctors in lab
       coats and thick, red rubber gloves stand over him taking
       notes, paying very little attention to him at all.

       On the other side of the room is a huge vat filled with
       some kind of molten metal.
       At the base of the vat is a giant electromagnet
       generating a huge gyroscope which created enormous
       friction energy - the apparent source of the intense heat
       for melting the metal in the vat.

       AGAIN THE MASK PUTS HIM UNDER AND:

       BLACK

       Awake again, but this time sinking into water -
       restrained completely now.

       Logan looks down and gets only a glance of his body,
       seeing that he is a series of incisions from head to toe -
       literally split open - the flesh held back with hundreds
       of clamps.

       HE SINKS INTO THE STRANGE LIQUID - LIKE WATER BUT THICK
       AND VISCOUS.

       And the sound of a DROWNING SCREAM.

       AND THE METAL IS POURED IN AFTER HIM.

       THE SOUND OF MOLTEN METAL HITTING LIQUID IS UNNERVING.
       Mixed with screams, it is unbearable.

       INT. LOGANiS ROOM - NIGHT

       SCREAMING

       Loganis screaming as he comes to.

       Loganis eyes FLASH OPEN.  He looks up and sees a figure
       looming over him.  In a flash he reacts.

       THUD.  Nothing more.  Then silence.

       The door bursts open and Cyclops stands in the doorway
       shocked.  Frozen.  Jean is next and finally Storm.  They
       can only stare.

       Logan sits upright in bed, CLAWS EXTENDED, INTO ROGUEiS
       CHEST.  She is literally frozen at the end of his arm.

       Finally, Cyclops breaks the silence and moves to grab
       her.

                           STORM
                 DONiT TOUCH HER.

       Cyclops freezes.

       Logan finally pulls his claws free and retracts them.
       Rogue staggers, she pitches forward and touches his face
       gently with her hands, as though she would like him to be
       the last thing she sees on this Earth.

       Logan and Rogue, locked in a fatal moment of tenderness
       snaring a look of loneliness that only they can
       understand.

       But suddenly, Logan seems to change.

       And before he can say another word, he begins to tremble,
       then he starts to howl in pain.

       Rogue SNAPS BACK, mouth open in a gaping, silent scream.
       What sound comes out does not match the expression at
       all.  Merely a gasp, like steam escaping.  Through the
       huge slash in her clothes, we see the wound on her chest
       slowly vanish.

       Before long, she transforms back into a healthy young
       girl with no sign of injury.

       Then, her escaping breath begins to accelerate, much in
       the way Loganis did - too much like Loganis did.  It is
       as if she has taken in his trait of berserker rage.  Soon
       she is smashing things all around her.  One hand rakes
       the wallpaper like claws.

       Finally, she gets a hold of herself, becoming the
       introverted Rogue we all know so well.

       Then she stands slowly, looks at the others.

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

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

       Jean goes to help him.  She looks back at Cyclops.  His
       expression makes it clear that his worst fears about
       Logan have come to pass.

       EXT. PUBLIC BEACH - DAY

       A familiar scene of suburban escapism.  Crowded enough
       that most people can move about unnoticed.

       In fact, most people do not notice the very large
       jellyfish shooting through the water at remarkable speed.
       And only a few notice the COMPLETELY TRANSPARENT MAN
       emerging from the water.

       It is Senator Kelly, and he resembles in many ways a
       jellyfish.  His skin and innards are clear and gooey.  It
       is only when he comes completely and naked out of the
       water that he returns to somewhat normal.

       He walks up to the beach and people recoil from the very
       sight of him.  Pointing, whispering.  Then just laughing
       at the naked man.

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

       Suddenly, he buckles, grabbing his stomach and lurching
       away in terrible pain.

       He barely pauses when he hears a childis voice in semi-
       whisper:

                           CHILDiS VOICE
                 Mom, is that a mutant?

       INT. HALLWAY - DUSK

       Storm and Logan walk down the hall.  Logan is wearing
       sweats.  He has obviously just woken up.  The sun is low
       in the horizon and the hall is suffused with an orange
       glow.

       Students pass by them.  By now, the students have heard
       rumors about what happened the night before.  They watch
       Logan fearfully as they pass by him.

                           LOGAN
                 Why is everybody up at sunrise?

                           STORM
                 The sun is setting, Logan.  Youive
                 been asleep for nineteen hours.

                           LOGAN
                 What did she do to me?

                           STORM
                 She borrowed your power to save her
                 life.  When she touches someone, she
                 absorbs their strengths -- their
                 gifts.  In your case -- your ability
                 to heal.  Thatis why she keeps her
                 body covered.

                           LOGAN
                 I felt like she almost killed me.

                           STORM
                 If she held on any longer she could
                 have.

                           LOGAN
                 And you think it helps calling her
                 Rogue?

       Storm shakes her head, but remains patient.

                           STORM
                 Weive learned to embrace what we are
                 rather than hide it like an
                 affliction.  For some, it has become
                 their identity.  You mock the names
                 these people choose but they wear them
                 as badges of pride.

       They arrive at the door to the gym.

                           LOGAN
                 Inspiring -- Now what am I doing here?

                           CYCLOPS (O.S.)
                 I wanted to talk to you.

       Logan turns and sees Cyclops.

                           CYCLOPS (contid)
                 Storm, would you excuse us please?

                           STORM
                 Of course.

       She exits.

                           CYCLOPS
                 Letis take a walk.

       Cyclops begins to walk away in the other direction.

       Logan just watches him go.  After a moment, he decides it
       might be more interesting to see where this is going.  He
       follows.  They walk across the hall to:

       INT. GYMNASIUM - NIGHT

       On first glance, the gym looks really average.  A fairly
       standard boxing ring in the middle.  A fairly standard
       weight set nearby.

       Then you notice the weights themselves are abnormally
       large.

       100.  200.  300.  400 pounds.  All the way up to 2000.
       And that is just one stack.

       Cyclops enters first with Logan coming in behind him.

                           CYCLOPS
                 How long have you been in Alaska?

                           LOGAN
                 I donit remember.  Is that what you
                 wanted to ask me?

       Logan is barely through the door when Cyclops whips
       around on Logan and thumps his finger into his chest.

                           CYCLOPS
                 I just wanted to make you clear on
                 something.  Personally, I donit care
                 what Magneto wants with you.  He can
                 take those claws of yours and use them
                 for Barbecue skewers.  What I do care
                 about is the safety of this group.
                 The Professor is in charge, and after
                 the Professor, thereis me.  So, for
                 the remainder of your time here,
                 youire going to keep that killer
                 instinct of yours locked down so no
                 one else gets hurt.

       Beat.

                           LOGAN
                     (smirks)
                 Iive served with men like you before.
                 Methodical.  Systematic -- Naive.  You
                 know what happens to those men in a
                 real fight?

                           CYCLOPS
                 You know, you --

                           LOGAN
                 Shut up.  I got no interest in you,
                 Xavier,
                     (he points mockingly at the
                      Xis on Cyclopsi uniform)
                 or your... X-Men.

       Logan takes him in for a moment.

                           LOGAN (contid)
                 And I donit think this has anything to
                 do with my ikiller instinct.i  You
                 just donit like the way Iim looking at
                 your girl -- Or maybe you donit like
                 the way sheis looking back.  And maybe
                 you think youire man enough to do
                 something about it.

       Cyclops is enraged.  A red light begins to glow around
       the edge of his visor and the ruby-quartz lens brightens.
       We can faintly hear the low hum of immense power that is
       now barely contained.  Before Cyclops can even react,
       Logan puts his fist against Cyclopsi throat.  SHOOK!
       Logan extends one claw up one side of Cyclopsi neck.  He
       smiles.

                           LOGAN (contid)
                 Cimon sport.  You think you can blow
                 the meat off my bones before I gut
                 you?  Letis find out.

       The air is now charged with tension.  The two men are
       about to attack when-

                           XAVIER (O.S.)
                 Cyclops!

       Logan whirls and sees Xavier regarding them sternly.
       Logan turns his building anger on Xavier.

                           LOGAN
                 I have a question for you, Chuck.
                 Whatis the point?

       Xavier sits calmly as Logan, claws still extended,
       marches over to him.

                           XAVIER
                 The point of what?

                           LOGAN
                 This.  This whole God damn thing.
                     (derisively, at Cyclops)
                 Making yourselves into some sort of
                 iteami of super-powered freaks.
                 Teaching wayward mutants about
                 classical literature.  For what?

       Logan continues to advance on Xavier.  Cyclops moves to
       stop Logan, but Xavier waves him off.

                           XAVIER
                 The point is to step into a more
                 evolved position of social
                 responsibility.  To recognize that
                 there is a world out there and that we
                 mutants are as much a part of it as
                 normal human beings.

                           LOGAN
                 What if it never happens?  What if
                 theyire so afraid of us that we become
                 the enemy? -- This place is gonna be
                 one giant cemetery.

       Xavier has heard this argument before.

                           XAVIER
                 Now thatis Magneto talking.

                           LOGAN
                 No.  Thatis me talking.  And you know
                 what?  Itis only been thirty-two hours
                 and you still have no idea what this
                 guy wants with me.

                           XAVIER
                 I believe he wants you for your
                 Adamantium.

       Logan raises his hand to his chest grasping for something
       that no longer hangs from his neck.

                           XAVIER (contid)
                 Youire thinking of your dog tag.  It
                 was made of Adamantium wasnit it?

                           JEAN (O.S.)
                 Professor.

       Logan turns and sees Jean walking towards them.

                           XAVIER
                 What is it?

                           JEAN
                 Rogueis missing.

       Logan looks at Jean with concern.

       INT. CORRIDOR - NIGHT

       A long, dark subterranean corridor with gleaming walls
       and floor.  Well lit and strangely echoless.

       Logan follows Xavier, who are in turn followed by Storm,
       Cyclops and Jean to a thick steel door at the end of the
       hall.

                           LOGAN
                 Where are we going?

                           XAVIER
                 To find Rogue.

                           LOGAN
                 How?

                           XAVIER
                 The brainwaves of mutants are quite
                 different than those of the average
                 human being.

       At Xavieris eye level is a black screen with a chin-rest
       like you see at the eye doctor.  Xavier rests his head in
       it and the screen lights up.

                           XAVIER (contid)
                 Cerebro amplifies my power.  It allows
                 me to browse the worldis consciousness
                 and find the genetically enhanced.

       A vertical beam scans across his eye and a picture of
       Xavieris retina appears on the screen next to a
       computerized image of the same.  The two images overlap
       and match perfectly.

                           XAVIER (contid)
                 This is how I found you.

       A small beep and a loud KNOCK of tumblers rolling and the
       vault door opens.

       They walk inside.

       INT. CEREBRO - CONTINUOUS - NIGHT

       They come into a room with a high sphered ceiling -
       entirely black.

       In the center of the room is a huge - for lack of a
       better term - device.  Part computer, part super-
       structure, it is the sort of precision tangle of metal
       and wire that would make Da Vinci weep.  It has a space
       in the bottom that seems to fit Xavier and his chair
       perfectly.  Suspended above its center -- a web of wires,
       tubes, and cables all connecting to the heart of the
       device -- a CHROME SKULLCAP.

       Logan slowly circles the device.

       Logan looks at Xavier, perhaps even a little impressed.

                           LOGAN
                 You designed this yourself?

                           XAVIER
                 Actually, Magneto helped me put it
                 together.

                           LOGAN
                 He helped you?

                           XAVIER
                 We were friends once...  But that was
                 a long time ago.

       Jean, Logan, Cyclops and Storm watch as Xavier fits his
       wheelchair into the huge machine, and the chrome skull
       cap lowers onto the Professoris head, fitting like a
       second skin.  It comes to life.  What was dark and
       menacing is now a brilliant explosion of colored lights.

       CLOSE UP ON:

       XAVIER - into and through his eyes and:

       EXT. SPACE - NIGHT

       Closing in rapidly on the planet Earth.

       Passing into its atmosphere, making a few orbits, all the
       while hearing the deafening voices of billions.

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

       Every language.

       Every thought.

       The voices descend to a sizeable crowd of millions, then
       thousands, gradually working their way to one.

       EXT. SKY - OVER WESTCHESTER - NIGHT

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

       Single out a figure that - by the clothes - can only be
       Rogue.  Close in faster and faster, lower and lower until
       we go right through the back of her head to:

       BLACK

       SILENCE

                           ROGUE (O.S.)
                 I donit belong...  I donit belong...
                 Iim sorry... so sorry... thereis
                 nowhere...

       INT. CEREBRO - NIGHT

       Xavieris eyes open.

                           XAVIER
                 Iive found her, Westchester Mall.

                           LOGAN
                 Iill go.

                           CYCLOPS
                 No...  Iill go.

       Logan looks over to Jean.

                           LOGAN
                 O.K. sport... you go.

       INT. WESTCHESTER MALL - NIGHT

       A mother and child wander in a typical shopping daze.

       PULL OUT TO REVEAL

       Crowds of shoppers mill about, a typical crowded evening
       at the mall.  Rogue comes up the escalator, wandering
       through them all.

       She walks under a high-sphered glass ceiling, revealing
       the night sky outside.

       She walks over to a Victoriais Secret store and looks up
       at the mannequins in the windows who wear almost nothing
       at all.  Quite a contrast from her own, stifling garb.
       She touches the glass as though trying to reach them,
       then she moves on.

       ROGUEiS P.O.V.

       She looks all around the mall at the many oblivious
       people here.  Children playing tag on one side.  A young
       couple holding hands.

       Human contact all around.

       She walks past a small child, her hand nearly brushing
       the girlis hair.

       Rogue takes a seat on a bench, alone.

       A figure comes into frame.

                           STORM
                 Rogue.

       Rogue looks up and sees Storm standing right in front of
       her.  Her eyes dart around, looking for a way out.

                           STORM (contid)
                 You donit have to run.

       Finally, Rogue surrenders.

                           ROGUE
                 Iim sorry.  Iim not like the rest of
                 you -- Iim tired of hurting people.

       She starts to cry now.

                           STORM
                 Itis okay.

                           ROGUE
                 Why did I have to be like this?  What
                 purpose does it serve?

       And when Rogue looks up, she sees another figure - this
       one filling the frame behind Storm.

       A huge clawed hand grabs Storm around the throat and
       lifts her up as she struggles in vain.

       INT. MALL - LOWER LEVEL - NIGHT

       Cyclops looks up and sees Storm is being CHOKED BY
       SABRETOOTH, her feet not touching the ground.

       Rogue is frozen with fear.

       He tries to get a shot with his visor, but too many
       people are in the way.

       INT. MALL - UPPER LEVEL - NIGHT

       Sabretooth smiles as Storm struggles to turn.  He
       whispers in her ear.

                           SABRETOOTH
                 Scream for me.

       CLOSE UP ON:

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

       INT. XAVIERiS OFFICE - NIGHT

       MIRROR SHOT OF XAVIERiS EYES

       Suddenly, Xavier touches his throat, then raises a
       shaking hand to his head.

                           XAVIER
                 Dear God.

       Xavier wheels himself from the room.

       INT. MALL - LOWER LEVEL - NIGHT

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

       Suddenly, a familiar movement on the pedestal behind him.
       Toad has been camouflaged the entire time.  He comes down
       and FLICKS HIS LIZARD-LIKE TONGUE, snatching the visor
       from Cyclopsi face.

       Deep red light far greater than anything we have ever
       seen before comes blasting out of cyclopsi eyes without
       any sort of control, as if a fire hydrant had been ripped
       from the ground.

       His head comes back and the light blows the whole of the
       glass ceiling to smithereens, bringing it down on
       panicking shoppers who scatter.

       Toad leaps to the second level and then again out of
       sight.

       INT. MALL - UPPER LEVEL - NIGHT

       Sabretooth reacts, surprised by the sudden shift.  This
       gives Storm one last chance to breath.

       We notice now that something is happening to her body.

       INT. MALL - LOWER LEVEL - NIGHT

       Cyclops stumbles helpless, his eyes are shut to prevent
       further destruction.

                           CYCLOPS
                 GET OUT OF THE WAY.  GET OUT OF THE
                 WAY.

       INT. MALL - UPPER LEVEL - NIGHT

       Storm, nearly lifeless now, struggles with what little
       strength she has to get free of Sabretooth.  He relishes
       the slow kill.

       But suddenly ALL THE HAIR ON HIS BODY STANDS ON END.
       Sabretooth is momentarily confused.

       Stormis eyes open wide as her body convulses.

       BOOM

       A huge bolt of lightning shoot from her body into
       Sabretoothis chest, knocking him back in shock.  Storm
       falls to the ground, not breathing.

       Sabretooth, stunned and scorched, gets to his feet and
       smiles at his handiwork.  He is about to move in and
       finish them both when the rumble of a helicopter can be
       heard above.

       He looks up and sees SENATOR KELLYiS HELICOPTER passing
       over the hold in the roof.  Sabretooth leaps up and pulls
       himself out of the opening.

       Toad is a leap behind.

       Rogue rushes to Storm, struggling with how to give her
       mouth to mouth, CPR, anything to resuscitate her without
       touching.  She is starting to panic now.  She looks
       around, but anyone still left in the mall is running for
       the doors.

                           ROGUE
                 SOMEONE HELP ME.  SHEiS NOT BREATHING.

       INT. MALL - LOWER LEVEL - NIGHT

       Cyclops stumbles blind and helpless, covering his eyes.
       He hears Rogue screaming.

                           CYCLOPS
                 ROGUE?

                           ROGUE (O.S.)
                 HELP ME.  STORM ISNiT BREATHING.

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

                           CYCLOPS
                 YOU HAVE TO COME AND GET ME.  I CANiT
                 SEE.

       EXT. STREETS - NIGHT

       Xavier is in a specially designed car that enables him to
       drive solely with his hands.  He races towards the mall.

       INT. MALL - UPPER LEVEL - NIGHT

       Rogue is talking, walking backwards towards Storm, trying
       her best not to lay a hand on Cyclops.

                           ROGUE
                 Here, here, here... a little left.
                 Careful.

       ANGLE ON:

       Cyclops drops to his knees, the sprinklers still gushing.
       His eyes are tightly shut.

       He feels for Stormis face and touches her lips.

                           CYCLOPS
                 Oh God.

       He immediately begins mouth to mouth, though it may have
       been too long.

       EXT. MALL - NIGHT

       Xavier fights the rush of traffic - people fleeing madly
       from the mall.

       As he pulls up to the front doors, he sees Cyclops
       emerging, carrying Storm.  She is conscious, but her
       breathing is shallow.  His eyes are shut tightly and he
       must follow Rogueis direction.

       Sirens wail in the distance.

       Xavier looks at the lot of them: waifish Rogue, blind
       Cyclops, unconscious Storm and his wheelchair-bound self
       as their guardian.

                           XAVIER
                 But why would they do this?

       Then a look of realization...

       EXT. MANSION - MEANWHILE - NIGHT

       Rogue hurries past several students.

       She runs up to the large front doors of the school, but
       they are locked.  She looks around and then runs toward
       the side of the building.

       INT. LABORATORY - NIGHT

       Beast, continuing his research into Magnetois plan, is
       analyzing the x-rays of Loganis skeleton.  Several books
       about metallurgy are scattered across the table.

       INT. LOGANiS ROOM - NIGHT

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

       He hears something.  He stands, goes to the door and
       opens it.  He cocks his head... listening... smiling...

       We hear it too, sharing his ears.

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

       EXT. MANSION - NIGHT

       Rogue climbs through a studentis open window.

       INT. MANSION - NIGHT

       She darts down a hallway and around a corner, looking
       around, staying low.

       INT. GYMNASIUM - NIGHT

       Jean is working out on an average-sized set of free-
       weights, sweating, pushing hard.  Obviously the sound
       Logan heard.  She is on her back doing presses.

       Suddenly, she looks up and sees Logan standing over.  She
       is startled and starts to drop the bar.  He catches it.

                           LOGAN
                 You should always work with a spotter.

                           JEAN
                 Heis busy right now.

       Logan cannot help but glance at her left hand, still
       clinging to the bar.  The shimmering diamond on the third
       finger.

                           LOGAN
                 I was thinking maybe you and me could
                 go into town.

                           JEAN
                 Were you now?

                           LOGAN
                 What do you say?

                           JEAN
                 Not interested.

       Logan shrugs, starts to take his hands away.  Jean is not
       ready to take the weight of the bar.  It almost comes
       down on her when he catches it again.

                           JEAN
                 Let go.

                           LOGAN
                 Suit yourself.

       And he does.  And so does Jean at the same time.  She
       gets up and faces Logan - the bar simply hovers in mid-
       air.

       Logan smiles.

       INT. LABORATORY - NIGHT

       Beast looks at his watch.  Itis stopped.  He puts it to
       his ear -- shakes it.  Then his ears perk up.  He hears
       something.  He glances at the wall.  All things METAL --
       picture frames, chairs, objects on tables, etc. start to
       move one after the other.
       It is as if some magnetic force is moving past the wall,
       just outside the lab, heading for the open door.

       Beast, sensing the danger, makes a run for the metal
       door.  Just as he reaches it, it SLAMS closed -- knocking
       him back across the room.

       Beast CRASHES into the wall on the opposite side of the
       lab.  His leg badly hurt, Beast tries to crawl toward the
       door.

       But as he does this, METAL OBJECTS from around the lab
       fly in front of it sealing him in.

       INT. CORRIDOR - NIGHT

       Rogue moves quietly down the corridor that leads to
       Cerebro.

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

       It lights up and scans her eye.  A PICTURE OF XAVIERiS
       RETINA appears on the screen.

       A SINGLE WORD APPEARS ON THE SCREEN beneath it:

       ACCESS DENIED

       The scanner scans again.

       E.C.U. ON ROGUEiS EYE

       Something is wrong.  The eye not being scanned is a
       familiar yellow.  It is Mystique.

       Her other eye changes in the light of the scanner.  The
       retina reshaping itself in minute ways.

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

       The door to Cerebro opens.

       Rogue or rather Mystique, rushes in.  She goes to a small
       panel on the side of Cerebro.

       She opens it.  She reaches in.  SHE REMOVES A COMPUTER
       CHIP -- No more than three inches wide.

       INT. HALLWAY - NIGHT

       ANGLE ON:  The black boots of a man, walk down a hallway,
       as students peer from their sleeping quarters, terrified.

       INT. GYMNASIUM - NIGHT

       Jean is casually wiping sweat from her brow.  Loganis
       eyes possess a certain focus intent.

                           LOGAN
                 Heis uptight.

                           JEAN
                 He takes his work seriously.

                           LOGAN
                 He takes himself seriously.

                           JEAN
                 What is it youire failing to get at?
                 Are you interested in me?

                           JEAN
                 Iim just interested.

       Holding out her left hand.

                           JEAN
                 Logan, do you see this ring?

                           LOGAN
                 Iive seen a lot of rings.

                           JEAN
                 Yeah, Iill bet you have.

       Before he can reply, Rogue is standing in the doorway
       looking at them.

                           JEAN
                 Rogue, where have you been?

                           ROGUE
                 Logan.  The Professor wants you to
                 come with me right away.

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

       Logan squints the tiniest bit.  We know he knows
       something is wrong, but he is hiding it.

                           LOGAN
                     (to Rogue)
                 Hey Rogue, tell Jean what you were
                 telling me last night.

       Rogue pauses.  Confused.

                           ROGUE
                 The Professor--

       Logan walks towards her.

                           LOGAN
                 You remember.  About women.

       He moves closer.

                           ROGUE
                 Logan--

                           LOGAN
                 Whatever you say about them being the
                 same...

       SHOOK.  The claws are out.  HE LUNGES.

                           LOGAN (contid)
                 No two women smell alike.

       He grabs Rogue by the throat.

                           JEAN
                 Logan, what are you doing?

       Jean, seeing Logan threaten Rogue with his claws for the
       second time, RAISES A VAULTING HORSE INTO THE AIR.

                           LOGAN
                 This ainit Rogue!

       He keeps his claws pointed at her face.

       ANGLE TIGHT: Loganis left hand is wrapped around Rogueis
       throat but part of it is TOUCHING THE EXPOSED SKIN OF HER
       FACE WITH NO ILL EFFECTS.

       Jean realizes that Logan is right.  ROGUE MORPHS INTO
       MYSTIQUE.

                           MAGNETO (O.S.)
                 Telekinesis.

       Jean spins around and sees MAGNETO.  Without hesitation,
       the vaulting horse FLIES AT MAGNETO.

       Simultaneously, one of the thousand-pound weights flies
       from the weight set and smashes the vaulting horse aside.

                           MAGNETO (contid)
                 Fascinating.  What I wouldnit give for
                 that.  Alas, metal is all Iim good
                 for.  But it seems to serve me well
                 enough.

       Jean is completely unaware of the huge set of lockers
       rising behind her.

                           LOGAN
                 Jean!

       WHAM.

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

       Jean lies motionless on the floor, unconscious.  The
       heavy lockers are floating above her, wavering between a
       few feet and a few inches.

                           MAGNETO
                 I do love a good check mate.

                           LOGAN
                 What do you want?

                           MAGNETO
                 Come with me and Iill let her live.

                           LOGAN
                 You think I care about her?  Iim the
                 only one whois sure to walk out of
                 here.

       Pause.

                           MAGNETO
                 Then why donit you kill her.

       This catches Logan a little off guard.

                           MAGNETO (contid)
                 Go on.  Kill her.  You can do it
                 quicker than I will.  Maybe Iill just
                 cripple her.

       The lockers now stand upright, hovering over Jeanis
       knees.

                           MAGNETO (contid)
                 So do her the favor.  Show her mercy.

       Logan thinks for a moment -- looks at Jean still
       unconscious on the floor.  Then:

       Logan retracts his claws.

       Mystique has morphed back into her natural state with the
       exception of ONE OF ROGUEiS POCKETS, which still clings
       to her hip.  Mystique produces a large syringe from the
       pocket and sticks it in Loganis neck.  Loganis legs
       weaken instantly.

                           MAGNETO (contid)
                     (to Mystique)
                 Call the others and tell them we have
                 what we came for.

       EXT. MANSION - LATER - NIGHT

       The fence that surrounds the property has been bent and
       buckled violently.

       INT. MANSION HALLWAY - NIGHT

       Xavier wheels down the hallway, pajama clad students are
       milling about the halls.  Their faces showing that they
       are afraid to go back to their rooms.  One GIRL, younger
       and smaller than the others, seems particularly upset.

       Xavier wheels over to her and gently touches the side of
       her face.

                           XAVIER
                 Itis going to be alright.

       She manages a faint smile.  Then Xavier looks to the
       other students -- their frightened faces.

       INT. LABORATORY - LATER - NIGHT

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

       Jean stands with Cyclops who watches through a new visor.

       Rogue sits off to the side, bearing the guilt.  While
       Storm, her neck badly bruised, stands near her.

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

                           STORM
                 When Rogue left the mansion, they must
                 have followed her.

       Xavier shuts his eyes furious.

                           XAVIER
                 Yes... they wanted me out of the way.
                 If I had been here... I...

       Xavier opens his eyes and sees Rogue sitting on a chair
       in the corner.  She is visibly upset.  Xavier wheels over
       to Rogue.  Xavier reaches out and softly touches her
       clothing covered shoulder.

                           XAVIER (contid)
                 This was not your fault.  I knew there
                 was a danger, I should have never left
                 the school.

       And with that he turns his wheelchair to the door.

                           XAVIER (contid)
                 I am going to find Logan.

       Xavier leaves.

       INT. CEREBRO - NIGHT

       Xavier enters and wheels himself into the giant machine.
       It immediately comes to life - lighting the room.  The
       chrome skull cap descends onto Xavieris head.

       Xavier closes his eyes as the machine powers up.

       E.C.U. ON XAVIERiS EYES

       They fly open.  And then a terrible noise.  The sound of
       a well tuned machine suddenly going horribly wrong.
       Xavier is in terrible pain.

       His back arches and he falls from his chair onto the
       floor.  He struggles to reach for a fire alarm on the
       wall.  His fingers stretch until finally -- he pulls it.

       Warning bells wail.  Xavier falls unconscious,
       convulsing.

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

       INT. LABORATORY - LATER - NIGHT

       Xavier lies asleep in a hospital bed.  Several electrodes
       are taped to his head.  A screen next to the bed monitors
       his erratic brain waves.

       Jean and the splinted Beast stare at the monitor
       following its rhythm.  Storm and Rogue stand at the foot
       of the bed.  They are each trying to hide their fear, and
       not doing a very good job of it.  Cyclops looks on, the
       stress shows on his face.

                           CYCLOPS
                 Whatis wrong with him?

                           JEAN
                 His vital signs are weak and getting
                 weaker.

                           BEAST
                 Iim in the process of running more
                 tests.  But it seems that every minute
                 that goes by he gets weaker.

       All are silent.  Rogue looks to Beast with desperate
       eyes.

                           ROGUE
                 Can you help him?

                           BEAST
                 I donit know.

       Xavier lies in bed, motionless.

       INT. FRONT HALL - DAY

       Two huge wooden front doors -- morning light shines
       through the jagged holes in the wood where the knobs had
       been pulled off.  The antique steel knobs lay twisted and
       mangled on the floor.

       The small girl from last night kneels in front of the
       door with a dustpan, sweeping up the mess.

       Something catches her eye.  She sits up and leans in
       closer to the jagged hole in the door.

       ANGLE ON: The little girl -- light from the hole washes
       over her face.  Then suddenly the light is cut off, as if
       something is blocking the hole.

       DOLLY IN: as the small girl steps back, a look of
       fascination comes across her face.  As if she sees
       something coming through the hole.

       INT. CEREBRO - DAY

       Cyclops, Jean and Storm stand before the device.  Beast
       rises awkwardly on his splinted leg, his back to the open
       control panel.

                           BEAST
                 Itis gone.  The neuro-filter, someone
                 removed it.

       Jean stands.

                           STORM
                 What does that mean?

                           BEAST
                 The neuro-filter acts like a surge
                 protector, regulating the infinite
                 flow of information from Cerebro to
                 the Professoris mind.  Itis what keeps
                 him from being crushed by the
                 consciousness of millions.

       Cyclops steps away, pondering Beastis words.  He
       understands the ramifications -- the damage that has been
       done to Xavier.

                           CYCLOPS
                 Can the Professor repair his own mind?

                           BEAST
                 Iim afraid without Cerebrois help, he
                 wonit have the strength to heal
                 himself -- And without the neuro-
                 filter... thereis no Cerebro.

       Jean is noticeably upset.

                           JEAN
                 Heis already losing control of his
                 vitals.  Respiratory.  Cardiovascular.
                 Unless we manage to replace the filter
                 by tomorrow morning, Iim afraid.

                           CYCLOPS
                 We have to find Magneto.

       He exits.  Jean follows him.

       INT. HALLWAY - DAY

       Cyclops is standing, motionless.

                           JEAN
                 Are you all right?

                           CYCLOPS
                 No.  Iim...  I donit know if we can do
                 this without Charles.

       Jean puts her hand lovingly to his face.  Cyclops takes
       her hand.

                           JEAN
                 He put you in charge for a reason,
                 Scott.

       She goes to kiss him.

                           SMALL GIRL
                 Dr. Grey?...

       The small girl stands alone in the hallway.

                           SMALL GIRL (contid)
                 Someone is here to see you.

       Jeanis eyes widen -- and around the corner steps Senator
       Kelly, wearing the clothing he had taken from the beach.
       He trembles as though from a high fever.  His body is
       covered with a layer of sweat.

                           KELLY
                 Dr. Grey.

                           JEAN
                 Senator?

                           CYCLOPS
                 How did you get in here?

                           KELLY
                 Your front door was damaged... there
                 was a hole...

       Kelly makes a hole with his hands that is not much larger
       then that of a coffee can.

                           KELLY (contid)
                 ... I squeezed through.

       Kelly buckles in pain, but then catches himself.

       Jean and Cyclops rush to help him.  Beast crutches
       himself out to see whatis happening.

       Kelly notices Beast.

                           KELLY (contid)
                 What in Godis name are you?

                           BEAST
                 Iim Beast.

                           KELLY
                 Of course you are.

       INT. LABORATORY - LATER - DAY

       Xavier is in bed, eyes closed.

       Rogue holds vigil at his side.

       Kelly is in the bed next to him, trembling, burning up
       from what seems to be a bad fever that keeps getting
       worse.

       Jean has a syringe in her hand and is swabbing some
       alcohol on Kellyis skin.

                           KELLY
                 Iim sorry to come here, Ms. Grey.  I
                 was afraid if I went to a hospital,
                 they would...

                           JEAN
                     (interrupting)
                 Treat you like a mutant?  We are not
                 what you think.  Not all of us.

                           KELLY
                 Tell it to the ones that did this to
                 me.

       Jean looks closer at his hands.

                           JEAN
                 I donit see these spikes youire
                 talking about.  Iim going to give you
                 an antibiotic for the - Oh my God.

       Jean and Kelly both look as the cotton swab ignites like
       flash paper in her hand.  Everyone is shocked.  Jean
       pauses and takes the bottle of alcohol from the shelf.
       She pours a small amount on Kellyis arm and it instantly
       catches fire.

       INT. LABORATORY - LATER - DAY

       Rogue is still sitting in a chair, next to Xavieris bed --
       Xavieris opens his eyes.  He looks at Rogue and smiles
       softly.

                           XAVIER
                 Hello, Rogue?

       Rogue almost jumps out of her chair with excitement.

                           ROGUE
                 Hold on, Iill get the others.

       Rogue exits.  Xavier slowly looks over to Kelly lying in
       the bed next to him.  Both men are weak and getting
       weaker.

                           XAVIER
                 Senator... Kelly?

                           KELLY
                 Yes...  Who are you?

                           XAVIER
                 I am Charles Xavier.  This is my
                 school.

       Kelly tries to speak, but his strength is waning.

       The two men are a pitiful sight, both slowly coming
       apart.

                           XAVIER (contid)
                 Can you tell me what happened to you?

       Kelly is in pain.  Itis a struggle to speak.

                           KELLY
                     (weak, delirious)
                 I was kidnapped...  They killed
                 GUYRICH... mutants...  There was a
                 light... a bright... light.

       Xavier turns to Kelly, looking deep into his eyes.

       He begins to PROBE KELLYiS MIND.

       INT. EXT. VARIOUS FLASHBACK - DAY/NIGHT

       FLASH

       The following is an audio-visual collage of Kellyis
       perspective from throughout the film, coming back to us
       in a new order.

       THE CAGE OF SENATOR KELLY in Magnetois lair.  NOW HIS
       P.O.V. as seen by Xavier.

       Vision fades in and out in a sedated haze.

       He is laid out of a gurney.

                           KELLY (V.O.)
                 Whatever you do to me... no matter
                 what -- youill make me right.  Every
                 word I have spoken will be confirmed.

       He looks up and sees Mystique wheeling the gurney,
       smiling down at the Senator.

                           MYSTIQUE (V.O.)
                 And people like you are the reason I
                 was afraid to go to school as a child.

       FLASH

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

                           JEAN (V.O.)
                 The mutant gene tells the body when it
                 needs to change.

                           KELLY (V.O.)
                 I can assure you, there is no such
                 creature in my genes.

       FLASH

       The DOG TAG as it is elevated into the machine.

                           JEAN (V.O.)
                 In every organism on Earth there exits
                 a mutator gene -- The X-factor.  The
                 beginnings of another stage of
                 evolution.

       SLOWLY BUILDING LIGHT, growing brighter and brighter.

                           MAGNETO (V.O.)
                 God works too slowly.

       Pull back as if the camera is pulling back through his
       eye, into his head -- A MICROSCOPEiS VIEW OF HIS CELLS,
       suddenly and violently disturbed.

                           KELLY (V.O.)
                 What have you bastards done to me?

                           CHILDiS VOICE (V.O.)
                 Mom, is that a mutant?

       Kellyis reflection in the metal of the sink in his
       prison.

                           MAGNETO (V.O.)
                 Youire a leader Senator Kelly, you set
                 an example...

       Blobis face, burned by Kellyis hands.

       Over the cliff.

                           GUYRICH (V.O.)
                 ... A Demonstration of some kind?

       The venomous spike emerging from Kellyis hands.

                           MAGNETO (V.O.)
                 Because if more of you... were like
                 more of us... like more of us...

                           GUYRICH (V.O.)
                 ... the UN summit... the whole world
                 will be watching.

                           KELLY (V.O.)
                 What is it you intend to do to me?

       The woman staring up at him on the beach.

                           KELLY (V.O.)
                 Oh...  Oh God... what have you done to
                 me?

       The boy on the beach.

       JARRING FLASH

                           KELLY (V.O.)
                 Dear God.... dear... God.

                           NEWSCASTER (V.O.)
                 ... the largest single summit in the
                 history of the planet.

                           JEAN (V.O.)
                 ... the mutator gene will activate.

                           MAGNETO (V.O.)
                 Welcome to the future... brother...
                 The brotherhood of mutants.

       A VIOLENT COLLISION OF NOISE, IMAGE AND LIGHT AND THEN:

       Xavieris eyes burst open.

       INT. LABORATORY - NIGHT

       Rogue leads Storm, Jean, Beast and Cyclops quickly into
       the lab.

       Xavier is lying in his bed.  Jean looks up at the screen
       above him and sees Xavieris brain waves have dropped
       severely.

       Kelly lies unconscious in his bed, his heart monitor
       weakening.

       Beast limps over to Xavier.  Xavier struggles to speak.
       Beast bends down so that Xavier can whisper into his ear.

       E.C.U. Xavieris lips move as he tells Beast what he
       knows.

       INT. LAB - LATER - NIGHT

       Jean, Storm, Beast and Cyclops talk while the news plays
       silently on the TV in the background.

                           BEAST
                 It appears as though Magneto has built
                 a machine which somehow triggers the
                 mutator gene in normal human beings.
                 And he is using Adamantium as its
                 core.

                           CYCLOPS
                 Its core?

       Beast grabs a wax pen and draws a lightbulb on a glass
       drawing board.

                           BEAST
                 Thomas Edison knew how to make the
                 light bulb.  He had the energy source.
                 He had the vacuum.  But he didnit have
                 the filament.  He tried metal after
                 metal but nothing would hold to power.

                           STORM
                     (nods -- now understanding)
                 ... until he found tungsten.

       Beast finishes his lightbulb by drawing the filament.

                           BEAST
                 Correct...  Apparently, Adamantium is
                 the only metal strong enough to hold
                 the energy this machine produces.  He
                 used the Adamantium in Loganis dog tag
                 to test it on the Senator.  And I
                 assume now he plans to use the rest of
                 Loganis skeleton for a larger
                 demonstration.

                           CYCLOPS
                 For what purpose?

                           BEAST
                 Yes -- Only thereis a problem.  The
                 mutator gene is not responding to the
                 radiation the way it would in mother
                 nature.  Itis forcing the bodyis cells
                 to replicate thousands of times faster
                 than theyire accustomed to.  The
                 Senatoris body is literally burning
                 itself out.  Scott -- this machine
                 kills people and I donit think Magneto
                 realizes it.

                           CYCLOPS
                 So where do you think heis planning
                 this larger demonstration?

       Jean looks down and sees Xavier pointing with a trembling
       hand, trying to speak.

       Xavier is pointing to the television.

                           XAVIER
                 There...

       He is looking at yet another report on Ellis Island.

       Cyclops and Jean walk over.  All they see on the TV is an
       aerial shot of Manhattan, slowly coming around toward the
       harbor.

       The television image is from the P.O.V. of a helicopter
       circling Ellis Island, taking in all the security and
       construction.  The grand main hall to Ellis Island and
       finally, what the helicopter sees as it comes around for
       one more pass.

       SUDDENLY - The sound of Kellyis heart monitor begins to
       PICK UP SPEED.  Jean rushes to Kelly and touches his pale
       neck.  She draws her hand back quickly as if burned.  The
       heart monitor keeps speeding up until it is racing faster
       than a human heart could possibly produce.

       Jean backs away helplessly.

       The sheet that covers Kellyis body begins to flatten out.
       The sweat covering the hapless Senatoris body thickens
       into a viscous, clear liquid and begins to run off the
       table.  Kelly is literally melting away.  Cyclops holds
       Jean as she turns away.

       ANGLE ON: THE TV -- the gathering leaders of the world,
       the water clogged with boats, and the thousands of
       onlookers on Manhattan Island.  All well within range.

       INT. READY ROOM - NIGHT

       Storm finishes preparing to leave in another section of
       the ready room.  Beast stands by on his Beast-size
       crutches feeling useless.

                           BEAST
                 I wish I could go.

                           STORM
                 We all do.

                           BEAST
                 Storm.  Try to look for the highest
                 vantage point.
                 From what I can figure, heill need to
                 gain as much altitude as possible to
                 blanket the island.  It is my feeling
                 that Magneto has to--

                           STORM
                 Beast.

       Beast looks at her.

                           STORM (contid)
                 Weill be fine.

       INT. LAB - NIGHT

       Cyclops stands looking down at Professor Xavier.  He
       starts to walk away but he is stopped.  He looks down and
       sees that the Professor has weakly grabbed his sleeve.
       Cyclops looks at Xavier but he is still unconscious.  His
       hand falls back to the bed.

                           CYCLOPS
                 You can still hear me... canit you.

       Xavier lies still.

                           CYCLOPS (contid)
                 I want to thank you for taking me in.
                 Taking us in...  You have taught me
                 everything in my life that is worth
                 knowing.

       Cyclops grimly regards Xavier.

                           CYCLOPS (contid)
                 And I want you to know that Iill take
                 care of them.

       INT. READY ROOM - NIGHT

       Cyclops and Jean get into their uniforms.

       Jean is about to go to the hanger when Cyclops stops her.

                           CYCLOPS
                 Hey.  Iim sorry.  About Logan.  I was
                 jealous.

                           JEAN
                     (putting her arms around him)
                 Well, I think thatis perfectly
                 understandable.

                           CYCLOPS
                 Iill tell you one thing though.

                           JEAN
                 Whatis that?

                           CYCLOPS
                 He calls me sport one more time, and
                 Iill blow a watermelon-sized hole
                 through him.

       She smiles and kisses him.

                           CYCLOPS (contid)
                 Now letis go get him.

       INT. X-JET - NIGHT

       Cyclops, Storm, and Jean board the X-Jet.  They find --
       ROGUE, strapped into a seat, ready to go.

       INT. HANGER - NIGHT

       ROGUE stands outside the jet, obviously having been
       kicked off.

       INT. X-JET - NIGHT

       Jean reaches out a hand.  Cyclops takes it.  They squeeze
       tight.  The X-Jetis engines begin to fire up.

       INT. HANGER - NIGHT

       The hatch slowly starts to swing closed.  From where she
       stands Rogue debates, and then runs, dashing inside as
       the hatch to the X-Jet closes behind her.

       EXT. BASKETBALL COURT - NIGHT

       A basketball sits on the ground near the middle of the
       court.

       Suddenly the asphalt starts to vibrate and the basketball
       rolls a few inches.

       THEN:  There is a grinding noise and the surface begins
       to separate at the half court line.  The basketball falls
       through the widening hole and bounces off the wing of the
       rising X-Jet.

       LIFT-OFF.  The jet turns and clears the hanger before
       blasting off into the night sky.

       EXT. ELLIS ISLAND - NIGHT

       An aerial shot showing us the whole of the event.

       Security of every kind covers every inch of the island.

       Helicopters are coming in at the rate of about one every
       minute to deliver dignitaries and their families from all
       over the globe.

       EXT. ELLIS ISLAND - BRIDGE TO NEW JERSEY - NIGHT

       A steady flow of limos pour onto the island over a simple
       two-lane bridge from New Jersey.

       A NEWSCASTER IN THE FOREGROUND.

                           NEWSCASTER
                 With the ceremonies beginning shortly,
                 it looks as though the last of the
                 dignitaries have landed at Newark and
                 Teterboro airports and will be
                 arriving momentarily.  It would seem
                 the United Nations has had their wish
                 tonight.  There doesnit seem to be an
                 empty seat in the house.

       EXT. BATTERY PARK - NIGHT

       The pier of the Ferry to Liberty Island.

       A great many families have come to watch curiously the
       going on.

       EXT. MANHATTAN HARBOR - NIGHT

       The harbor is filled with police and Coast Guard vessels
       watching the water closely.

       INT. NEW YORK CITY APARTMENTS/VARIOUS - NIGHT

       A series of shots showing the many folks gathering to
       watch the historic event on television.

       In some of these apartments, Ellis and Liberty islands
       can be seen from their windows in the distance.

       INT. SECURITY CONTROL CENTER - NIGHT

       The OPERATING COMMANDER monitors the countless video
       screens that display nearly every crevice of Ellis Island
       as well as other parts of New York Harbor as well as the
       network news feeds of the event...

       EXT. ELLIS ISLAND - MAIN ENTRANCE - NIGHT

       The front of the Great Hall of Ellis Island, where once
       immigrants poured into the new world by the millions.

       A huge military band off to one side plays music from the
       different countries to help with the milling about and
       shaking of hands.

       The PRESIDENT himself is in the crowd, meeting and
       greeting, a mob of Secret Service always right there.
       Follow him into:

       INT. ELLIS ISLAND - MAIN HALL

       A YASSAR ARAFAT TYPE, who we will call Yassir Arafat,
       comes up to the President and smiles.

       The President introduces his WIFE AND CHILD as more
       delegates approach.

       The two men LAUGH and then HUG to the flashing of a
       million bulbs.

       Smattering of ass-kissy applause.  Arafat and the
       President wave to press and the like.

       EXT. OBSERVATION DECK - ELSEWHERE - NIGHT

       We are looking down on what APPEARS TO BE a deserted part
       of the island.  Away from the action.

       PAN ACROSS THE EDGE OF THE ISLAND

       Every fifty feet or so, uniformed Secret Service agents
       keep tight watch on the island.

       ANGLE ON:

       One Secret Service guy in particular.

       PUSH IN FROM ABOVE - We realize we are pushing in
       unusually fast, as though we are falling.

       WHAM.  A sickening crunch.

       Toad lands on top of the Secret Service guy.  We have
       been watching from his P.O.V.  The Secret Service man is
       tumbled into a heap.  A real frog rabbits O.S.

       Toad looks around quietly, listens...  THEN LEAPS out of
       frame.  Hold on the body of the Secret Service guy.

       LONG PAUSE.

       ANOTHER SICKENING CRUNCH OFF SCREEN.

       EXT. LIBERTY ISLAND - NIGHT

       Two Secret Service guys approach one another.  One is
       holding a smoke, the other is producing a lighter.  Just
       as his smoke is about to hit the flame, the flame dodges
       to one side.  He moves the smoke to follow it, and the
       flame dodges the other way.

       The guy with the smoke looks at the guy with the lighter
       as if to say iknock it off.i  The guy with the lighter
       shrugs as:

       THE FLAME INSTANTLY GROWS TO A RAGING INTENSITY,
       ENGULFING THEM.

       As they are incinerated and their ashes fall to the
       ground, Pyro climbs into view from the seawall below,
       dripping wet.

       He has come dressed to make trouble tonight.  Strapped to
       his back is an impressive looking flame thrower.  A three
       tanker.

       EXT. SEAWALL - NIGHT

       A Coast Guard boat crawls into view just off shore.  A
       Secret Service man in the foreground waves to the boat as
       it passes by.

       EXT. COAST GUARD BOAT DECK - NIGHT

       A thirty footer.  Fast and sturdy.

       The PILOT OF THE BOAT, a man in his late forties, waves
       back.

       EXT. SEAWALL - NIGHT

       As the Secret Service guy waves, he jolts upright, his
       face contorting in impossible pain.  Slowly, he is lifted
       off the ground.

       EXT. COAST GUARD BOAT DECK - NIGHT

       PILOTiS P.O.V.

       Sabretooth holds the last Secret Service man aloft,
       impaled on his claws.  He waves now, the body swaying
       this way and that before he casually throws it to the
       ground.

       The Pilot turns to the wheel of the boat as he MORPHS
       INTO MYSTIQUE and turns the boat toward the island.

       EXT. BOTTOM OF THE SEAWALL - BOAT - NIGHT

       Man-made rocky shore.  The boat bumps and grinds on the
       rock.  Sabretooth jumps down to the deck and meets
       Magneto coming up from below.  They nod to one another
       and walk toward the front of the boat.  On the deck is
       something covered with a tarp.  Sabretooth pulls back the
       tarp to reveal Logan, still unconscious from the drug.

       ANOTHER, MUCH LARGER OBJECT is on the back of the boat
       under another tarp, but we cannot see what it is.

       Magneto steps off the boat and looks up -- up at
       someplace we cannot yet see.

       EXT. ELLIS ISLAND - GREAT HALL - NIGHT

       The dignitaries take their seats as the ceremony
       commences.

       INT. X-JET - NIGHT

       Cyclops pilots the plane as Manhattan comes into view.
       They bank to the south.  Cyclops checks his monitors.

                           CYCLOPS
                 Radar Stealth Mode checks out.  All
                 right, thereill be less security north
                 of the George Washington Bridge.  Iim
                 taking her down.

                           JEAN
                 Into the Hudson?

                           CYCLOPS
                     (smiles)
                 Uh-huh.

       EXT. HUDSON RIVER - NIGHT

       The X-Jet slows to a hover.  Itis Harrier Jet engines
       tilt back until they are vertical to the water.  The
       engines cycle down and the plane lowers until it is
       hovering a few feet off the surface.

       INT. X-JET - NIGHT

                           CYCLOPS
                 V.T.O.L. off.

       EXT. HUDSON RIVER - NIGHT

       The Jetis engines cut and the plane splashes down into
       the water.  It floats there for a moment and then sinks
       below the surface.

       EXT. BELOW RIVER SURFACE - NIGHT

       As the X-Jet sinks, the hatches close off and the wings
       retract to transform the plane into a submarine.  The
       engines pull tight to the body of the craft and begin to
       propel it forward.

       EXT. HUDSON RIVER - NIGHT

       AERIAL VIEW: The water ripples as the submersed aircraft
       passes under the bridge and into the harbor.

       INT. SMALL ROOM - NIGHT

       C.U. on Logan.  He wakes.  His arms are cuffed behind his
       back.  He is delirious and weakened from the drug.

       He looks around and sees that he is in an oddly shaped
       room with barely enough space for him and Magneto, who
       smiles at him in the half darkness.

                           LOGAN
                     (very weak)
                 Where am I?

                           MAGNETO
                 Youire backstage at the encore of
                 creation.

       He looks at his watch.

                           MAGNETO (contid)
                 Three minutes to curtain.

                           LOGAN
                 What are you going to do?

                           MAGNETO
                 In the road to survival, there is
                 always sacrifice Logan.  We are the
                 future... not them.  We must protect
                 ourselves.  After tonight, when the
                 leaders of the world return home --
                 They will return as brothers, as
                 mutants... and our cause will be
                 theirs.  This is survival, I know you
                 understand that, Logan... or is it
                 Wolverine?

       He steps out of the hatch and closes it.

       EXT. LIBERTY ISLAND - NIGHT

       Magneto who looks down.  From atop what, we cannot tell.

       Magneto comes to stand on a railing outside from his high
       perch, overlooking the island.  From here we pull out to
       reveal at last where he is.

       HE IS NOT ON ELLIS ISLAND AT ALL

       Instead, he stands on the catwalk around the torch of the
       Statue of Liberty, about a mile away.
       He has his back to itis gold translucent flame, looking
       over at the activity on Ellis Island, hearing the band
       and inhaling the cool evening breeze.

                           MAGNETO
                 Give me your tired, your poor...

       And he turns to the bright lights of Manhattan and itis
       millions of inhabitants.

                           MAGNETO (contid)
                 ... Your huddled masses.

       He brings a radio to his lips.

                           MAGNETO (contid)
                 Lights.

       EXT. POWER STATION - NIGHT

       Sabretooth is tearing the padlocks off of the generator
       shed that powers the island.

       INT. POWER STATION - NIGHT

       Sabretooth grabs a hold of a fuse lever marked iLiberty
       Display Lightsi and pulls it down.  Turning it off.

       INT. TORCH - NIGHT

       Logan is now in darkness.  He frantically pulls on his
       binds.  No use.

       INT. X-JET - NIGHT

       Cyclops is monitoring the area above-water on a video
       screen.

                           JEAN
                     (points to the monitor)
                 The lights on the Statue of Liberty
                 are off.

                           STORM
                 Beast said that he would have to take
                 a high vantage point.

       Cyclops, motioning to an open area of water next to
       Liberty Island.

                           CYCLOPS
                 Letis dock over there.

       Cyclops pulls a lever.  The X-Jet begins to surface.

                           CYCLOPS (contid)
                 Storm, give us some cover.

       INT. APARTMENTS/VARIOUS - NIGHT

       Televisions all over the city show the Statue sitting
       dark to countless curious viewers.

       INT. X-JET - NIGHT

       The water level outside the X-Jet lowers as the plane
       surfaces.

       EXT. X-JET - NIGHT

       The plane rises until it is nearly flush with the surface
       of the water -- Not a hundred yards from an obvious Coast
       Guard cutter.  Out the jetis window, the Statue rises
       away into the fog that is now rolling in over the Harbor.

       INT. SECURITY CONTROL CENTER - NIGHT

       ANGLE ON:

       The OPERATIONS COMMANDER raises a radio to his mouth.

                           OPERATION COMMANDER
                 Liberty One, Liberty One, this is
                 Horizon, do you copy.

       AN AGENTiS VOICE RESPONDS.

                           AGENTiS VOICE
                 Go, Horizon.

                           OPERATION COMMANDER
                     (on radio)
                 Liberty, whatis the situation with the
                 lights, over?

       EXT. LIBERTY ISLAND - NIGHT

       IT IS MYSTIQUE.  The lower part of her face and the whole
       her neck are that of a stocky man.

                           MYSTIQUE/AGENTiS VOICE
                 Uhhh, Horizon, weive seem to have had
                 a shutdown at the generator, weire
                 five by five.  There now, checking it
                 out.  Everything is fine other-wise.

                           OPERATION COMMANDER
                     (on radio)
                 Roger Liberty one.  Horizon out.

       She MORPHS back into her full self and smiles.

                           MYSTIQUE
                 Darling...  Weire clear.

       EXT. SEAWALL - NIGHT

       Jean, Cyclops, Storm and Rogue step off the wing tip of
       the X-Jet onto the island.  They climb over the fog
       encased seawall and stand staring up at the Statue and
       the desolate island.

       EXT. TORCH - NIGHT

       Magneto takes this moment in the darkness to point his
       hands and all of his concentration on the bottom of the
       torch.

       The air RIPPLES with magnetic energy as -- the cap-like
       end piece of the torch begins to vibrate, metal groans,
       twists...

       WITH A CRACK OF METAL, it comes free, dropping to the
       ground.

       INT. TORCH - NIGHT

       Logan stares down through the hollow torch as the cap
       falls away into the fog.

       EXT. STATUE - BOTTOM - NIGHT

       The foursome are deciding how to proceed.

                           CYCLOPS
                 We should check out operations, see if
                 the Secret Service is still around.

       Storm is surveying the layout of the island.  She looks
       up at the Statue.

                           STORM
                 LOOK OUT.

       They all look up.  The cap of the torch is SCREAMING DOWN
       towards them out of the sky.  It crashes down as they
       leap out of the way.

                           CYCLOPS
                 Iim going to assume that means that
                 the Secret Service is out of
                 commission.  Jean, can you raise me up
                 there?

                           JEAN
                 Itis too far.

                           CYCLOPS
                     (assessing the situation)
                 Storm, Rogue, -- you take the south
                 entrance.
                     (pointing to the main
                      entrance)
                 Jean and I will go in here.

       Storm and Rogue start for the south entrance.

                           CYCLOPS (contid)
                     (to Storm and Rogue)
                 Iill see you both soon.

       EXT. TORCH - NIGHT

       Magneto prepares to execute the next stage of his plan
       when he looks out over the island.  A DENSE FOG has
       rolled in, obscuring his view of the bottom half of the
       Statue.  He looks out towards Ellis Island and sees that
       the fog is localized over Liberty Island.

                           MAGNETO
                     (into radio)
                 Be careful everyone...  I think we may
                 have company.

       EXT. SEAWALL - NIGHT

       The Coast Guard boat Magneto came in on.  The giant tarp
       on the boat and what is under it.

       IT RISES IN THE AIR, standing upright.  The tarp slides
       to the deck to reveal:

       THE MACHINE.  The one Kelly and Xavier saw.  The air
       ripples as it rises higher in the air.

       INT. MUSEUM - NIGHT

       Storm and Rogue quietly enter the Statueis museum.  It is
       filled with scale models and full size displays
       documenting the history of Lady Liberty.  One display
       showcasing the METAL STRIPS which line the Statue for
       support.  They quickly head for an exit on the far side
       of the room.

       SUDDENLY:

       The lights go out.  Darkness.

       A low guttural CROAK echoes in the void.

                           STORM
                     (whispering)
                 Rogue... run.

       Rogue runs into the darkness, heading for the exit.  She
       dashes past a six foot copper replica of the Statue and
       out the door.

       As soon as Rogue is past, the Statueis HEAD TURNS and
       watches her go.  The replica blinks and the eyes turn
       Mystique yellow.

       INT. TORCH - NIGHT

       The machine is rising.  Logan yanks at the manacles in an
       attempt to pull his hands free.

       INT. OLD TORCH ROOM - NIGHT

       A giant room that welcomes the many visitors to the
       Statue.  In the center is the old torch, placed there
       after the Statueis 1986 restoration.  The only light in
       the room is a soft red glow that emanates from the old
       torch.

       Cyclops notices a map of the Statue on a pedestal.

                           CYCLOPS
                 Over there.

       Cyclops and Jean study the map, looking for the way to
       the torch.  In front of them is the old torch.  Itis
       eerie red glow is growing brighter.

       EXT. STATUE - TORCH - NIGHT

       THE MACHINE rises up and into the bottom of the torch
       itself.

       INT. TORCH - NIGHT

       The machine is now almost on him.  Loganis struggles
       turns to rage.  SHOOK -- He pops his claws and
       frantically cuts at the wall behind him, as the machine
       draws closer.

       INT. MUSEUM - NIGHT

       We hear an ominous LOW RUMBLE, as you hear on an overcast
       day just before a thunderstorm.  SHEETS OF HEAT LIGHTNING
       begin to roll across the ceiling, lighting the room in
       sporadic bursts.

       Toad darts around the room.

       FLASH -- Reptile eyes -- DARKNESS.

       FLASH -- A WEBBED CLAW -- closer -- DARKNESS.

       FLASH -- leaping body -- closer -- DARKNESS.

       Silence.  Darkness.

       The heat lightning continues to expose the room in
       rolling flashes.

       Silence.  Darkness.

       Suddenly, behind Storm the sound of ELEVATOR DOORS
       OPENING.  Storm spins and unleashes a BOLT OF LIGHTNING.
       The lightning strikes an empty GLASS HYDRAULIC ELEVATOR
       SHAFT.  No TOAD.

       INT. OLD TORCH ROOM - NIGHT

       ANGLE ON: The map of the statue.  Cyclops watches as the
       dim red glow turns brighter and brighter.  He turns to
       look up at the old torch -- it glows FIERY RED HOT.

                           CYCLOPS
                 Get down!

       THE TORCH EXPLODES.

       A RING OF FIRE wipes across the room.

       Cyclops and Jean duck behind the marble map pedestal as
       fire whips around them.

       Move up through the CEILING OF FIRE to reveal Pyro at the
       center of the old torch.  His eyes wide, manipulating the
       fire like an orchestra conductor.

       INT. HALLWAY OUTSIDE THE MUSEUM - NIGHT

       Rogue runs down the hallway, she stops.  The sound of
       footsteps echo from behind her.  The footsteps quicken
       from walking to running.  Rogue runs to get away as the
       footsteps of her pursuer get closer.

       INT. MUSEUM - NIGHT

       Darkness.  Silence -- except for the sound of Stormis own
       breathing.  Stormis eyes dart around the room, her senses
       are in overdrive.

       Suddenly, SLIME drips onto her cheek.  A low guttural
       CROAK.  Storm looks up -- TOAD clings to the ceiling.

       WHAM.  Webbed feet slam into Stormis chest sending her
       flying into the elevator shaft.  She crashes helplessly
       to the bottom -- stunned.

       Toadis head peers through the open elevator doors to the
       level below, looking down on the helpless Storm.  Toad
       SMILES.  His webbed finger presses the elevator button.

       The elevator doors above her close, sealing her in the
       glass tubular shaft.
       The ROAR of the hydraulic engine coming to life, the
       elevator begins its crushing descent down toward Storm as
       she lies at the bottom of the shaft dazed.

       INT. OLD TORCH ROOM - NIGHT

       C.U. on Jean and Cyclops both pinned down.

       Fire sweeps around the map pedestal.  Cyclops turns.

       BOOM -- He fires a series of OPTIC BLASTS blindly through
       the fire, blasting the ceiling.

       Chunks of debris from the ceiling shower down onto Pyro.
       The inferno stops.

       Smoke fills the room, Jean tries to catch her breath.
       Cyclops stands and heads toward the old torch trying to
       draw a bead on Pyro.  Cyclops doesnit see him.  When:

       A COLUMN OF FIRE erupts from the thick smoke, rocketing
       at Cyclops.

       Cyclops dodges, flipping a heavy wood table with flaming
       pamphlets on it -- using it as a shield against Pyrois
       fiery onslaught.

       EXT. TORCH - BACK - NIGHT

       ANGLE FROM DIRECTLY OVERHEAD:

       Magneto on the side of the torchis flame raises the huge
       machine -- while on the other side -- LOGAN PUSHES
       HIMSELF THROUGH THE HOLE -- his hands still bound behind
       his back, and slams against the outer railing of the
       torch.

       Logan looks around in shock.  He realizes where he is.
       He looks out at all the activity on Ellis Island, drawing
       a greater understanding of Magnetois plan.

       EXT. TORCH - FRONT - NIGHT

       With a MAGNETIC RIPPLE of the air Magneto drives the
       machine right up through the bottom of the torch like
       batteries in a flashlight.

       EXT. TORCH - BACK - NIGHT

       Logan turns his back to the hole he has just emerged from
       and braces his cuffs against the rising machine.  The
       machine pushes against Loganis wrists driving his cuffs
       up against the top of the hole.

       CRACK.

       The pressure leaves the cuffs apart.

       INT. ELEVATOR SHAFT - NIGHT

       Stormis eyes open, looking straight up.

       ANGLE ON: The elevator continuing its crushing descent.

       Storm struggles to her feet.  Her hand presses against
       the thick glass elevator shaft, it surrounds her like a
       coffin.

       LIGHTNING strike the glass -- to no effect.

       Storm frantically searches for a way out.  She looks up
       to see the elevator closing fast.

       Storm raises her hands above her head.  WIND begins to
       lift Stormis hair.  The wind picks up and starts swirling
       violently against the sides of the elevator shaft.

       Wildly, the wind whips around causing a CYCLONE within
       the glass shaft buffeting upwards against the elevator.

       The elevator groans as the hydraulics fight the
       unrelenting vortex of wind.  Smoke begins to pour from
       the hydraulics, which whine in protest.  At the center of
       the tornado stands Storm, a force of nature.

       As the elevator continues its descent the cyclone pushes
       outward.  Small cracks start to appear on the glass
       walls.

       She is now forced almost to the ground.  The elevator is
       now inches from Stormis head.  The floor is made of a
       thicker version of the same Plexiglas and we look up
       through it, the massive elevator looming over Storm.

       BOOM.

       The glass walls explode outward, showering the museum.

       Storm partly rolls and is partly blown from the shaft to
       safety.  The pressure of the cyclone released, the
       elevator SLAMS to the bottom.

       INT. OLD TORCH ROOM - NIGHT

       Jean, having caught her breath, looks over to:

       C.U. on Cyclops.  Heis pinned down as fire wraps around
       the table -- the fire is burning through.

       Jean, seeing Cyclops defenseless, stands up from behind
       the marble podium.  She quickly scans the room and spots,
       on opposite walls near the old torch, TWO LARGE FIRE
       EXTINGUISHERS.

       Jean stretches out her fists and focuses her telekinesis.

       Pyro spots Jean -- with one hand continuing to blast
       Cyclops, he uses the other to unleash an ARM OF FIRE
       toward Jean.

       Jean focuses as she brings her outstretched fists closer
       together.  Suddenly -- the two fire extinguishers crash
       through their glass holders.

       Like two gunslingers in a showdown.

       The extinguishers bullet toward Pyro.

       The arm of fire rockets closer to Jean.

       Suddenly, the EXTINGUISHERS COLLIDE EXPLODING in front of
       Pyro.

       Inches from Jeanis face, the ARM OF FIRE disappears.

       The COLUMN OF FLAMES against Scott VANISHES.  The flames
       once covering the room are gone, a choking smoke is all
       that remains.

       Through the smoke, at the center of the old torch, Pyro
       lies dead, covered in a sea of white foam.

       Jean starts choking on the smoke.  Cyclops stands and
       motions for her to get out of the smoke filled room.

       EXT. TORCH - FRONT - NIGHT

       The machine finally locks into place.  Magneto raises a
       walkie talkie to his face.

                           MAGNETO
                 Lights on.

       INT. POWER STATION - NIGHT

       Sabretooth grabs a hold of the lever for the iLiberty
       Displayi power breaker and pulls up.  Turning it on.

       INT. ELLIS ISLAND - GREAT HALL - NIGHT

       The lights of the Statue come back on.  The crowd of
       dignitaries burst into enthusiastic applause as if it is
       part of the proceedings.

       INT. SECURITY CONTROL CENTER - NIGHT

       The Statue now lit up in the monitors.

                           OPERATION COMMANDER
                 Roger.  We see the lights.

       EXT. TORCH - FRONT - NIGHT

       Magneto turns and opens the hatch.  Magneto sees the hole
       -- Logan is gone.

       EXT. TORCH - BACK - NIGHT

       Magneto walks over and stares at the hole, clearly out by
       Loganis claws.

       Magneto looks at his fingers after wiping the edge of the
       hole.  Loganis blood.  Magneto looks down and sees
       Loganis claw marks down the arm of the Statue, marking
       his escape.

       Magneto scans the island from his high perch.  He does
       not see Logan.

       EXT. STATUE - MAIN ENTRANCE - NIGHT

       The doors to the old torch room burst open -- SMOKE
       BILLOWS OUT.  Jean runs out coughing violently.

       Suddenly, Toad lands in front of Jean, grabs her head and
       before she can react, his tongue launches at her face.

       His tongue covers her face with an ADHESIVE SLIME.  Jean
       falls to the ground.  Toad looks back at the main
       entrance, sees Cyclops emerging and LEAPS up, out of
       frame.

       ANGLE ON:

       Cyclops stumbles out of the smoke filled building.
       Seeing Jean lying on the ground, he runs to her.

       Cyclops turns Jean on her back, ready to perform CPR.  He
       is shocked, the slime has now hardened to Jeanis face.
       She is suffocating.  He desperately tries to pry it off.

       ANGLE ON:

       The camera quickly pulls higher and higher revealing --

       TOADiS P.O.V.

       EXT. OBSERVATION DECK - NIGHT

       Toad looks down, perched on top of the railing
       surrounding the base of the Statue -- the same position
       he had before crushing the Secret Service agent.

       Toad arches his back ready to spring downward.  He will
       kill two birds with one crushing leap.

       The sound of WIND.

       C.U. Toadis face static, his eyes slowly look to the
       side.  His head twists, looking over his shoulder.  Storm
       stands behind him.

       Toad turns and hops off the railing towards Storm.

       C.U. on TOADiS FACE.  Which is horrible.

                           TOAD
                 Donit you people die?

       Suddenly the wind picks up violently.  Toad moves closer
       -- fighting the wind.

       Storm is MAD.  A face we remember seeing on a young girl
       in Africa.

       Toad fights the gale force winds, his webbed feet
       adhering to the ground.  He inches closer to Storm.  Toad
       bares his FANGS.

       EXT. STATUE - MAIN ENTRANCE - NIGHT

       On the ground Cyclops notices the wind howling with rage
       above him.  He frantically pulls on the encrusted slime
       suffocating Jean.

       EXT. OBSERVATION DECK - NIGHT

       Stormis eyes widen.  HURRICANE force winds blast Toad.
       Try as he might to use his sticky feet to hold on, Toad
       is blown back off his feet, catching the deck with his
       hands.

       The piece of the deck TEARS LOOSE still attached to
       Toadis hands.  He flies off the deck, past the metal
       railing.  Toadis tongue LASHES OUT AND ATTACHES TO THE
       RAILING.  For a moment, Toad just flaps there like a
       flag.

       Storm RAISES HER ARMS.

       CRASH -- A huge BOLT OF LIGHTNING strikes the railing.

       Toad is blown off the railing in a flash of electricity
       and --

       EXT. HARBOR - NIGHT

       Toad lands in the water.  He disappears below the surface
       leaving nothing but bubbles.

       EXT. OBSERVATION DECK - NIGHT

       Storm moves to the railing.  She looks down at Cyclops
       and Jean.  Suddenly, the metal railing on which her hands
       rest BEGIN TO BEND TOWARD HER.

       EXT. STATUE - MAIN ENTRANCE - NIGHT

       Cyclops continues to pull on the slime.  Jeanis struggles
       are becoming more panicked.

       Cyclops stops and puts his hands on Jeanis shoulders,
       pinning her down.

                           CYCLOPS
                 Jean.  Jean stop.  Stop moving.

       Jean continues to struggle for a moment.  She starts to
       calm down, her chest still hitching involuntarily for
       air.

                           CYCLOPS (contid)
                 Jean, trust me.  Donit move.

       He takes a hold of her chin and grips it tightly.  He
       FIRES A THIN, FOCUSED OPTIC BEAM INTO THE ENCRUSTED
       SLIME, splitting it in half.  He pulls the remains away
       from her face.

       Jean GASPS for air.  Then she looks up.  Her face turns
       to horror.  Behind Cyclops, towering over him is --
       Sabretooth.

       WHAM!  Sabretooth smashes down.

       BLACK

       INT. HALLWAY OUTSIDE THE MUSEUM - NIGHT

       Rogue turns the corner of the hallway and trips, tumbling
       to the ground.

       Rogue watches from the floor as the shadow of her pursuer
       bends around the corner.  The sound of their footsteps
       get closer.  The shadow is upon her, turning the corner.

       It is LOGAN.

                           LOGAN
                 I didnit mean to scare you.

                           ROGUE
                 Thank God.  Logan... we have to help
                 Storm we have to.

       Logan looks around to make sure itis clear.

                           LOGAN
                 Iill go back, but first let me find
                 you a safe place.

       Logan extends his hand.

                           LOGAN (contid)
                 Here, take my hand.

       Rogue looks at Logan confused.  Logan grows impatient.

                           LOGAN (contid)
                 Take it!

       ANGLE ON: Over Loganis shoulder.  On the back of his neck
       we see some BLUE SCALES.  Logan is not Logan, Logan is
       MYSTIQUE.

       INT. STATUE - HEAD - NIGHT

       E.C.U.-on Magnetois belt, which is lined with METAL
       STRAPS.  Magnetois hand comes into frame holding CYCLOPSi
       VISOR and places it against one of the straps.  The strap
       WRAPS ITSELF BACK AND AROUND, pinning the visor to the
       belt.  He brings a radio to his mouth.

                           MAGNETO
                     (into radio)
                 Mystique...  Mystique, where are you?

       Magneto turns to Sabretooth.

                           MAGNETO (contid)
                 Find Logan.

       Sabretooth exits as Magneto turns to reveal --

       Jean and Cyclops, without his visor, are trapped in a
       hideous tangle of metal (taken from the Statueis steel
       bracing) forcing the two to face each other.  Two sharp
       points of metal rest on either side of Cyclopsi head,
       locking it in position.  Cyclopsi is close enough to feel
       Jeanis breath -- if he opens his eyes, he will destroy
       everything in his path, including Jean.

       Storm is also encased in a myriad of sharp metal bands,
       pinning her to the wall.  Razor sharp pieces of metal
       warp and close on her throat.

       All in all, they are completely disabled.

       Jean struggles to free them with her telekinesis, to no
       avail.

                           CYCLOPS
                     (whispering)
                 Jean... can you?

                           JEAN
                     (whispering)
                 Iim sorry.  Iim not strong enough.

       Magneto stands next to Storm.  Close.

                           MAGNETO
                     (whispering)
                 If the temperature changes a single
                 degree...
                     (looking at Jean)
                 I only need one hostage.

       Magneto stares icily at Storm.

       As if to accentuate the threat, a piece of metal pokes
       ever so slightly into the side of Stormis throat.

                           MAGNETO (contid)
                     (raising his voice)
                 Now if you can hear me Logan...

       EXT. SEAWALL - NIGHT

       We find Logan -- The real Logan.  He has made it off the
       Statue and is about to jump off the seawall.  He stops
       suddenly.

       E.C.U. of his ear.  His powerful hearing enables him to
       hear Magneto.

                           MAGNETO (V.O.)
                 ... and I know you can -- It is a five
                 minute run from the furthest distance
                 on this island.  If you are not back
                 in this time...  I will kill these
                 friends of Xavieris.  Including the
                 young lady from the gymnasium.  I
                 think they came here to irescue you.i

       INT. STATUE - HEAD - NIGHT

       Magneto looks to his hand -- the CHIP from Cerebro.

                           MAGNETO (contid)
                 I also have a small piece of Cerebro
                 that might be of interest to you, if
                 you hope to save Charles Xavier.

       EXT. SEAWALL - NIGHT

                           MAGNETO (V.O.)
                 Xavier is dying you know.  Five
                 minutes Logan.

       Loganis face shows the frustration.  Again, he is forced
       to make a decision.

       INT. STATUE - HEAD - NIGHT

       Magneto pulls out the chip taken from Cerebro and walks
       over to Jean.

                           MAGNETO
                 Here -- Xavieris life.

       He tucks it in an exposed part of her uniform.

                           MAGNETO (contid)
                 If I get what I want, you can try and
                 save him... for old times sake.

       Magneto turns to Storm.

                           MAGNETO (contid)
                 Now... shall we talk about the
                 weather.

       INT. ELLIS ISLAND - MAIN ENTRANCE - NIGHT

       The President addresses the audience.  We move across all
       the worldis leaders sitting with their families.  Men,
       women and children of every race, color and creed that
       the planet Earth has to offer.

       INT. STATUE - HEAD - NIGHT

                           JEAN
                 Magneto.  Iive seen the results of
                 your machine.  Iive seen Senator
                 Kelly.

                           MAGNETO
                 Ahhhh, so the good Senator survived
                 his fall?  And the swim to shore?  He
                 is stronger than I ever could have
                 imagined.

                           JEAN
                 The experiment was a failure.  Kelly
                 didnit make it.  Yes, you were
                 successful in activating his mutator
                 gene, but you failed to take into
                 account the rest of his body -- it
                 wasnit ready for the strain.
                 Kelly was dead within hours.  Your
                 machine kills.

                           MAGNETO
                 Quiet...

       Magneto pauses.  Shock registering on his face that he
       could be wrong.  Thinking.  Considering what Jean is
       telling him.  His mind races and calculates the
       possibility.  Then:

                           MAGNETO (contid)
                 I donit believe you.

                           JEAN
                 You donit understand.

       Magneto gets angry -- squeezing the metal surrounding
       Jeanis head.  Jean gasps.  This drives Cyclops crazy, but
       he is helpless to stop it.

                           CYCLOPS
                     (yelling)
                 Stop it!

                           MAGNETO
                 Why canit you see what I am trying to
                 do?  Why do you stand in my way?

       Magnetois anger is boiling over.

       THUD -- the sound of footsteps, then another and another.
       The faces around the room look at the stairs as the
       footsteps get closer and louder.

                           MAGNETO (contid)
                 Check and mate.

       PAUSE.

       SUDDENLY:  SHOOK -- Loganis claws shoot up through the
       floor, and through Magnetois feet.  Magneto howls.  The
       claws retract and Magneto falls.

       Magneto, writhes in pain, rolling onto his stomach.

       Logan quickly comes up the stairs and into the Statueis
       head.  He stands over the crippled Magneto.

       Logan turns to Jean who is still pressed eye to eye with
       Cyclops.  He is relieved to see her alive.

       ANGLE ON: Storm.  She sees something.  Several of the
       steel bands that support the top of the Statueis head
       begin to move.

                           STORM
                 Logan!

       THREE METAL BAND peel off the ceiling, coming to life
       with magnetic energy.  They leap across the room and wrap
       around Logan.  Forcing his fists to press against his
       chest.

       Should he so much as extend his claws, he will rupture
       his own vitals.  The metal bands wrap behind his back.

       Magneto raises his hand and MAGNETIC WAVES RIPPLE.  Metal
       groans as Magneto peels open a gaping hole in the top of
       Lady Libertyis head.  Magneto looks up at the torch.  The
       wind howls.

       The AIR RIPPLES again as Magneto levitates the steel
       bands holding Logan, lifting Logan off the ground and out
       the hole in the Statueis head.

       EXT. STATUE - HEAD - NIGHT

       MAGNETIC WAVES thrust Logan through the air and --

       INT. TORCH - NIGHT

       WHAM -- THROUGH the metal skin of the flame.  Logan lands
       in the center of the sphere on top of the machine.

       Inside the sphere is a metal structure resembling the
       model of an atom.  Its rings expand as it receives Logan.

       Logan looks through the hole in the frame, down into the
       hole in the Statueis head, at Magneto.

       INT. STATUE - HEAD - NIGHT

       Magneto struggles to his feet, pulling himself up by his
       hands.  Magneto stares at Logan, impatient.

       Magneto stands with a hand raised up toward the machine.
       Then a slight motion of his wrist --

       INT. TORCH - NIGHT

       The rings start revolving just as it did with Kelly, back
       at the lair.  Spinning slowly, then gaining in speed.

       The air around it RIPPLES, gaining in intensity.

       INT. STATUE - HEAD - NIGHT

       MAGNETIC ENERGY POURS from Magnetois hands toward the
       machine, behind him Jean and Storm watch helplessly.

       INT. TORCH - NIGHT

       The rings are spinning around Logan at such a speed, the
       rings themselves are no longer visible -- merely a blur
       around the stationary Logan.

       Logan yells.  Unthinkable pain, his skeleton beginning to
       glow through his skin.

       His eyes look down, through the hole in the torch, into
       the Statueis head, searching for Jean.

       The deafening whine builds louder and louder.

       INT. STATUE - HEAD - NIGHT

       Magneto looks at the incredible displays as MAGNETIC
       ENERGY flows from his hands continuing to charge the
       machine.

       Mystique emerges from the stairwell behind Magneto.  Her
       eyes widen in awe.

                           MAGNETO
                 Ahh, there you are.

       Mystique walks slowly toward magneto.  Storm and Jean
       watch the torch in horror.

                           JEAN
                     (to Mystique)
                 You have to stop him, the machine...
                 it kills people...

       Mystique ignores Jean.  She stops behind Magneto.  She
       looks up and sees Logan staring back in agony.

                           JEAN (contid)
                 ... Please do something.

       Magneto tilts his head slightly, acknowledging Jean, but
       not moving from his task.

                           MYSTIQUE
                 Donit listen to her... itis a trap.

       Magneto turns.

                           MAGNETO
                 What is?

                           MYSTIQUE
                 This is.

       And she grabs the sides of his face and kisses him
       deeply.  There is an awkward moment.  Until:

       MAGNETO CONVULSES.  Once, then again.  Then he struggles
       to be set free.

       And MYSTIQUE TRANSFORMS INTO ROGUE.

       It has been her all along, using SHAPE SHIFTING powers
       borrowed from the real Mystique.

       Magneto fights to get free, but his power is being
       drained from him.

                           JEAN
                 ROGUE, DESTROY THE MACHINE!

       Rogue goes to pull away, BUT MAGNETO WONiT LET HER GO.

       Magneto grabs hold of Rogueis throat -- CHOKING HER.

       INT. TORCH - NIGHT

       Logan looking down, through the hole in the Statueis head
       for Jean, sees Rogue and Magneto struggle.

       Logan watches helplessly as MAGNETO STRANGLES ROGUE.

       LOGAN YELLS -- THE WHITE LIGHT BEGINS TO EMANATE FROM HIS
       BODY.  His flesh starts to SMOLDER.

       INT. STATUE - HEAD - NIGHT

       Magneto is strangling Rogue, who clings to his face --
       drawing his powers.

       The walls GROAN as magnetic energy RIPPLES through the
       Statueis head.

       ANGLE ON:

       Rogue, choking to death, looks frantically at Cyclops for
       help.  She raises one of her hands and uses Magnetois
       stolen power to BEND BACK THE METAL POINTS so that
       Cyclops is able to move his head again.  Without his
       visor however, he is still unable to open his eyes.

       Magneto, feeling the last of his power draining from him,
       grabs Rogue tightly and SLAMS her into the wall.  Rogue
       slumps in Magnetois arms and the two collapse to the
       ground.

       INT. TORCH - NIGHT

       The sound from the machine is DEAFENING.  SUDDENLY --

       SILENCE.

       ABSOLUTE SILENCE.

       At the silence, all eyes turn to the torch.

       It is too late -- THE MACHINE IS FULLY CHARGED.

       Loganis eyes tense.  He clenches his teeth.  Logan does
       the unthinkable.

       SHOOK.

       The glowing white claws extend through Loganis chest and
       out his back cutting three metal straps binding him.
       Logan ROARS in pain as he --

       Pulls his claws from his chest.

       SLASH -- his claws rip through the inside of the machine -
       - cutting apart the rings spinning around him.

       The translucent torch of the Statue is CUT TO PIECES BY
       THE FLYING METAL.

       INT. ELLIS ISLAND - GREAT HALL - NIGHT

       The President and the dignitaries turn.  Secret Service
       rush to the window.  A wave of panic sweeps the crowd.

       INT. SECURITY CONTROL CENTER - NIGHT

       The flaming torch lights up one of many screens.

                           OPERATION COMMANDER
                 Liberty one this is Horizon...  I
                 repeat... do you copy?  Liberty one
                 this is Horizon ... I repeat... do you
                 copy?

       EXT. STATUE - TORCH - NIGHT

       Where the flame of the torch once stood, now stands
       Logan, his skeleton cooling down.

       Logan leans on the torchis railing, his chest bleeds from
       the six claw wounds.  Logan is exhausted.  He looks down
       at his comrades still trapped by the metal bands.  And
       Magneto lying powerless on the floor.  SUDDENLY, from
       below --

       A MASSIVE CLAWED HAND strikes Loganis chest.  The blow
       sends Logan sailing back to the far end of the torch.

       Logan lies against the railing.  Opening his eyes he sees
       --

       TWO CLAWED FEET following upward to a very angry, very
       large Sabretooth, towering over him.

       Sabretooth leaps at Logan.  Against the New York skyline
       THEY GO AT IT, SLASHING AND HOWLING.

       EXT. MANHATTAN HARBOR - NIGHT

       Several Coast Guard cutters head full-speed toward
       Liberty Island.

       ANGLE ON: Their decks covered with armed Secret Service.

       EXT. TORCH - NIGHT

       Sabretooth picks up Logan over his head and throws him
       like a rag doll into the railing on the other side of the
       torch.

       Logan struggles to his feet -- dazed.  Suddenly,
       Sabretooth, running at full steam, tackles him.  Slamming
       Logan into the railing.

       The metal railing bends.

       Sabretooth holds Logan by his wrists, trying to push him
       over the edge.  It is several hundred feet to the ground
       below.

       Logan is weakening.  Sabretooth is in complete control,
       he leans down near Loganis ear.

                           SABRETOOTH
                     (whispering)
                 Your girlfriend is next.

       With all his might, Logan pushes his clenched fists as
       close to Sabretoothis face as he can.  SHOOK!  The claws
       pop.  Sabretooth springs back to protect his face.

       LOGAN KICKS WITH ALL HIS MIGHT AND SABRETOOTH flies back
       to the other side of the torch.

       LOGAN leaps up and running at full speed, tackles
       Sabretooth -- like a train plowing into a stalled car.

       The metal railing snaps and they both go flying through
       the air.

       EXT. STATUE - HEAD - NIGHT

       CRACK.

       Sabretooth and Logan slam onto the top of the Statueis
       head.

       Logan rolls off the back of the Statueis head and falls.

       Sabretooth stands and looks over the edge - nothing.  All
       he can see is the Statueis body curving away towards the
       ground.  He smiles, and turns back to the hole.

       EXT. STATUE - HEAD - NIGHT

       ANGLE ON: LOGAN - Hanging from the ear of the Statue, the
       claws of his right hand embedded in the lobe at the end
       of three sets of long claw-marks.

       He looks up.  A look of brutal determination crosses his
       face.  Straining, he pulls himself up by his right arm.
       The cords stand out on his neck as he tries to get to
       shoulder level.  He aims his left claw a little further
       up on the ear and --

       THUNK.

       He drives it in.

       INT. STATUE - HEAD - NIGHT

       WHAM -- E.C.U. Sabretoothis feet as he lands on the metal
       floor.  He quickly takes in the situation, Magneto and
       Rogue are still unconscious.  He walks towards Storm.

       The air in the room starts to CRACKLE and Sabretoothis
       hair begins to stand on end as it did when these two last
       confronted each other.

                           SABRETOOTH
                 I donit think so.

       Sabretooth backhands Storm across the jaw, knocking her
       out.  As her head drops, he draws his claws and slashes
       it down.  It STOPS, just before tearing open Stormis
       throat, HELD BY AN UNSEEN FORCE.  He turns and sees that
       Jean has focused her power in his arm.  He smiles.

       He walks to Jean and tears off her bonds.  He reaches out
       to grab her neck but his claw is stopped again in mid-
       air.  Sabretooth just smiles wider and forces his hand
       forward.  The outcome never really in doubt, the claw
       wraps around Jeanis neck.  She begins to choke.

                           CYCLOPS
                 Jean!

       Sabretooth lifts Jean by the neck and walks away from
       Cyclops as he chokes her.

                           SABRETOOTH
                 Sorry about this sweetheart, but I
                 made Logan a promise.

       Jean struggles desperately against Sabretoothis
       unbreakable grip, the life draining from her.  Then --

                           LOGAN (O.S.)
                 Hey, ya big pussy.

       Sabretooth whips around, still clutching Jean to see -
       LOGAN -

       Bleeding, beaten and panting, and yet still standing
       defiantly over Magnetois unconscious body.

                           LOGAN (contid)
                 I ainit finished with you yet.

       Sabretooth looks at him, disbelieving that this man can
       still be standing, let alone challenging him... and he
       starts to laugh.

                           SABRETOOTH
                 You?

       Logan grins.

                           LOGAN
                 Not just me.

       And with that: he extends ONE CLAW from his right hand,
       squats down, and cuts the piece of metal holding Cyclopsi
       visor to Magnetois belt.  He lifts it up and it slides
       down his claw to his hand.  He casually throws it in the
       air.

                           LOGAN (contid)
                 Jean?

       Logan looks at the visor and it freezes in the air.

       It flies across the room, right past Sabretoothis head.
       He lunges at it with his free claw but just misses it.

       The visor lands square on Cyclopsi eyes, and attaches
       itself to Cyclopsi face.

       He turns.

       BOOM!

       A focused OPTIC BLAST hits Sabretooth like a FREIGHT
       TRAIN.  He drops Jean and SLAMS THROUGH THE WALL.

       EXT. STATUE - NIGHT

       We see the side of the Statueis head.  Suddenly,
       Sabretooth BLASTS THROUGH THE EYE.

       For a moment Cyclopsi beam continues to fire through the
       eye as if the Statue itself is imitating Cyclopsi power.

       EXT. SEAWALL - NIGHT

       Magnetois boat still sits quietly next to the seawall.

       CRASH.

       Sabretoothis body SMASHES THROUGH THE ROOF of the boat.
       The tarp flies up and drifts back down to rest over
       Sabretoothis body.

       INT. STATUE - HEAD - NIGHT

       Loganis breathing is strained, a blood stain in the
       middle of his shirt, but he is in control.  Logan looks
       up, his eyes met by Jeanis.

       He walks over to Storm and Cyclops and SHOOK! cuts them
       loose.  Jean and Cyclops catch Storm, who begins to come
       around.

       Cyclops smiles.  Logan kneels down beside Rogue.  He
       wants to comfort her but cannot touch her.  She opens her
       eyes and sees Logan.

                           ROGUE
                 Hey...  There you are.
                     (sudden apprehension)
                 Is it really you?

                           LOGAN
                     (not quite sure what sheis
                      talking about)
                 Yeah, itis really me.

                           CYCLOPS
                 Come on, letis get out of here.

       Logan stands.  He takes a couple of steps before
       collapsing in Cyclopsi arms.

                           LOGAN
                     (sliding to the ground)
                 Iim o.k.  Iim o.k.

                           CYCLOPS
                 Sure you are, sport.

       EXT. LIBERTY ISLAND - DOCK - NIGHT

       Several Coast Guard cutters and police boats reach the
       island.  Men run across the dock as we pull up --

       EXT. LIBERTY ISLAND - NIGHT

       The Coast Guard, Secret Service, and FBI descend upon the
       island.

       INT. OLD TORCH ROOM - NIGHT

       Security enters the smoldering remains of the old torch
       room.  The walls blackened by a past inferno.  At the
       center, Pyro lies motionless in a sea of foam.

       INT. MUSEUM - NIGHT

       Push in on MYSTIQUE who is tied up.  Across her feet a
       crack of light as the door begins to open.  Swish pan
       over to the NYPD entering the room.  Swish pan back.
       Mystique has taken the form of a Secret Service agent.

                           AGENT/MYSTIQUE
                 Hey, could somebody untie me!

       EXT. SEAWALL - NIGHT

       A Secret Service spots the wreckage of Magnetois boat and
       the large tarp which covers it.  He pulls his gun.

                           SECRET SERVICE MAN #3
                     (to other agents)
                 Hey!  Over here.

       Three other agents pull their guns and aim at the tarp.
       The first agent pulls it back to reveal... nothing.
       Sabretooth is gone.

       INT. STATUE - HEAD - NIGHT

       NYPD and Secret Service rush up the stairs and into the
       head.  Magneto lies unconscious on the floor.

       The lead guy, an NYPD OFFICER in a flak jacket, holding a
       shotgun, stares up at the ceiling.  He peers out through
       the gaping hole.  Beyond the damaged torch the star
       filled sky is momentarily eclipsed by a aircraft -- the X-
       Jet.

       The officer turns to say something, but stops --
       wondering if his eyes were merely playing tricks on him.

       INT. MANSION - DAY

       Cyclops, Jean, Storm, Rogue and about two dozen students
       all sit in front of a wide screen TV watching the Special
       Report on the Mutant Registration Act vote.

       As the Anchorman speaks we move over the concerned looks
       on all of their faces.

                           ANCHORMAN (O.S.)
                 Even after last weeks terrorist
                 vandalization of the Statue of Liberty
                 by an unidentified mutant
                 organization, the outcome of the vote
                 was 51 to 49 in opposition to the
                 Mutant Registration Act.

       A LOUD CHEER as the room erupts into celebration.

                           CYCLOPS
                 Quiet.  Quiet everybody.

                           ANCHORMAN
                 This narrow defeat was probably due in
                 large part to the surprising last-
                 minute reversal by Senator Scott
                 iFranki Kelly, who until today
                 provided the loudest voice in the cry
                 for Mutant Registration.  Earlier
                 today, Kelly had this to say:

       The TV cuts to a shot of Kelly being grilled by reporters
       as he walks down the Capitol steps.

                           KELLY
                     (struggling to get through)
                 If we can not go into the future
                 together, the divisions of fear and
                 prejudice will tear this country
                 apart.

       As he is speaking, we cut to:

       INT. CAPITOL BUILDING - WASHINGTON D.C. - DAY

       Kelly pushing past reporters.

                           KELLY
                 No more questions.  Please, no more
                 questions.

       E.C.U. The back of Kellyis neck as he passes.  A BLUE
       SCALE is visible above his collar.

       INT. LOGANiS ROOM - DAY

       The FAINT CHEERS are heard through the walls.

       HAZY THEN FOCUS INTO -- light pushes through blinds.  A
       gentle breeze moves them slightly.

       Logan sits up in his bed, his chest bandaged.

       VRRRIP -- the sound of blinds being pulled open.  Bright
       sunshine fills the room, washing across a box and a card
       sitting on a bureau.

       ANGLE ON: the card as Logan reads it.

       LOGAN -- WELCOME HOME.  It is signed simply, X.

       Logan reaches in the box, pulling out -- a UNIFORM.  He
       lays it on the bed.  He pulls on one of the gloves,
       stretching his fingers in it.  Perfect fit.

       SHOOK -- He pops his claws through THREE METAL RINGLETS
       on the back of the glove -- clearly it was made
       specifically for him.

       Logan looks down into the box for him.

       INT. LOGANiS ROOM - LATER - DAY

       From behind Logan we see him finish putting something on
       over his head.  Logan turns into frame, he is wearing a
       dark blue MASK.

       It fits his head neatly.  The sides arch up shadowing his
       ears, giving him a wolf or fox-like appearance.  The
       shape is reminiscent of Loganis sketch -- the wolverine.

       Logan stands facing a mirror.  The mask looks good on him
       and he seems to know it.

       Xavier is in the doorway.

       Logan pulls off the mask, embarrassed.

                           LOGAN
                 Donit you knock?

                           XAVIER
                 Theyire all asking how youire doing.
                 Are you feeling up to saying hello to
                 everyone?

                           LOGAN
                     (pulling the glove off)
                 Actually Iim feeling up to leaving.

       Logan walks over to the closet and pulls out a shirt.  He
       puts it on.

                           XAVIER
                     (surprised)
                 Why?  You have a home here now, if you
                 want it.  Everyone will...

                           LOGAN
                 What?... miss me?  Charley, Iim gonna
                 walk out the front door and trust me,
                 it wonit be soon enough for everyone
                 here.

       Logan pulls a duffle bag out of the closet.

                           LOGAN (contid)
                 Can I, umm?

                           XAVIER
                 Of course.  Everything in this room is
                 for you.

       Logan seems genuinely touched by the gesture.

                           LOGAN
                 Thanks, Iill pay you back.

       Logan shoves some clothes into the bag, but not all.

                           XAVIER
                 Well if youire going to leave then you
                 at least owe them a goodbye.

       Logan smirks.  He picks up his bag.  They exit the room
       together.

       INT. MANSION - DAY

       The celebration continues unabated.  The newscaster on
       the defeat of the Mutant Registration Act muted, in the
       background -- Storm, Jean, and Cyclops all sit around a
       table chatting.  Rogue sits on the couch with other
       students, trying on a new pair of leather gloves.

                           XAVIER (O.S.)
                 Excuse me.
                     (louder)
                 Excuse me.

       Xavier is in the doorway.

                           XAVIER (contid)
                 Everyone, Logan would like to say...

       Logan steps into the doorway.  Everyone can see him now.
       Before Xavier can finish his sentence he is interrupted
       by --

       APPLAUSE -- simple, genuine, applause.

       Students slowly stand up.  Proud of Logan.  For he is one
       of them.  He is a mutant.  And he is a hero.

       As the unconditional applause echoes around him, Logan
       seems sincerely touched by their spontaneous outpouring.
       He is almost choked up -- almost.

       The applause quiet.

                           XAVIER (contid)
                 Well, Logan.

       All eyes are on Logan.  Logan pauses.  He looks to
       Xavier, then back to the room.

                           LOGAN
                 Whatis a guy gotta do to get a beer
                 around here?

       Logan puts his duffle bag down.  He walks over to the
       table with Storm, Cyclops and Jean.  Jean smiles at him,
       so does Cyclops -- his arm around the back of her chair.

       Logan sees them together, they are happy, and finally he
       offers a smile.

       Xavier holds for a moment at the door.  A look of pride
       on his face, the pride a father has for his children.

       INT. PLASTIC PRISON - DAY

       A CLEAR PLASTIC HALLWAY

       Thatis right, PLASTIC.  Everything we can see -- walls,
       ceiling, floor -- is made, entirely, of thick, clear
       plastic.

       DOWN THE HALL TO:

       A THICK PLASTIC CELL

       There, in the middle, at the clear plastic desk, with two
       clear plastic cups filled with the only thing of color
       other than the two men in the room.

       Xavier and Magneto.

       They play a friendly game of chess.

       Magneto is notably without his trademark helmet.  Two
       casts encase his legs from his Logan-inflicted injury.

       Xavier is on a modified plastic chair with plastic
       wheels.

                           MAGNETO
                 I wouldnit really have let you die,
                 you know.  I just needed...

                           XAVIER
                     (interrupting)
                 I know.

       Magneto thinks for a while; then:

                           MAGNETO
                 Doesnit it ever wake you in the middle
                 of the night?  The feeling that some
                 day, some day very soon, they will
                 pass that foolish law - or one just
                 like it - and they will come for you
                 and your children?  Take you all away?

                           XAVIER
                 It does indeed, Max.

                           MAGNETO
                 And what do you do when you wake up to
                 that?

                           XAVIER
                 I feel a great swell of pity for the
                 poor soul who comes to that school
                 again looking for trouble.

       He stares right at Magneto.

       Xavier makes a move, Magneto counters.  Xavier moves
       again.

                           MAGNETO
                 But you know that it is a war, old
                 friend.  And to win a war it takes the
                 will to fight it at all costs, by any
                 means necessary.  And for that reason,
                 I will always have the advantage.  No
                 matter how you trap me, how I am
                 contained -

       Chess pieces seem to visually mimic their conversation
       Xavieris white pieces slowly surrounding Magnetois Black
       King.

                           MAGNETO (contid)
                 - I will always find an escape.

                           XAVIER
                 And I will always be there, old
                 friend.

       And with that, Xavier places his queen gently down,
       taking away a knight.

                           XAVIER (contid)
                 Check.

       Just then, the door to the cell opens.  A Guard waits.

       Magneto and Xavier stare at one another before Xavier
       turns and wheels himself out of the room.

       The door closes behind him, leaving Magneto alone with
       his plastic chess set in his plastic cell.

       And Magneto looks at the pieces before him.  Something
       occurs to him.  He smiles a wicked smile.

       And his rook LEVITATES, despite its properties, moving
       across the board and toppling Xavieris king.

                           MAGNETO
                 And mate.

       BLACK




