"X-MEN 2"



(as I see it g)











by

ARTEMIS



* No copyright infringement intended. I wrote this story solely for your and my pleasure *























FADE IN:



CLOSE on a small green shoot in dry desert ground.



We HEAR PROFESSOR XAVIER'S VOICE.



PROFESSOR X (V.O.)

The Earth.



We ZOOM OUT very quickly until we see the Earth as a whole in front of a black background.



PROFESSOR X (V.O.)

The Blue Planet. Home of 6 billion

individuals of a race called man.



The Earth rotates and seemingly moves away until it is only a small spot against the black

background. The spot extends to the right and soon looks like a lying "8", and next we see two separate little spots. We realize that we are watching a cell as it divides.



PROFESSOR X (V.O.)

Homo sapiens sapiens. The most

highly developed species on our planet.

Until now, that is.

While the Professor is talking, the cells keep dividing, and soon we recognize a human

embryo.

PROFESSOR X (V.O.)

A new generation of humans has

evolved, one whose DNA endows

it with special gifts. Gifts that are

regarded as a threat by normal humans.

The human embryo grows and finally puts a thumb into its mouth.

PROFESSOR X (V.O.)

The question is not whether this leap in

human evolution is a mistake of nature

or a work of art. It is not whether normal

humans have the right to track down the

mutants and rid the planet of what they

think is abnormal and dangerous.



The fetus is now fully developed.

PROFESSOR X (V.O.)

The question is -

The fetus opens its eyes that are yellow and have elliptic pupils, and looks directly at us.

PROFESSOR X (V.O.)

What will happen if they try?

We HEAR THE WELL-KNOWN SOUND OF WOLVERINE'S EXTENDING CLAWS, and the

picture is ripped off the screen to reveal metallic letters spelling "X-MEN 2".

FADE OUT.









FADE IN:



INT. PROFESSOR XAVIER'S OFFICE IN HIS SCHOOL FOR THE GIFTED - NIGHT



PROFESSOR X sits behind his desk while SCOTT SUMMERS agitatedly walks around in the room, fiercely gesticulating while he talks.



SCOTT

He's done it again! Professor, he can't

be part of the team!



PROFESSOR X

Why, because he took your motorcycle?



SCOTT stops in front of the desk and puts both hands on the top.



SCOTT

You know what I mean. Sure, he helped

us defeat Magneto, and we owe him a lot.

But this man has no discipline - he doesn't

know anything about teamwork. He just doesn't fit in.



PROFESSOR X

Your report proves you wrong. Scott,

Logan has been on his own for over 15

years. Give him some time to integrate,

to find his place in the X-team. It's not

easy for him.



SCOTT

Neither for us. Where is he, anyway?

He's been gone for two days.



PROFESSOR X

He is on his way to Canada, trying to find

out about his past.



SCOTT'S anger seems to fade. His face shows a pensive and concerned expression.



SCOTT

The experiments?



PROFESSOR X nods.



SCOTT

I hope he'll find the bastards.



CLOSE ANGLE ON PROFESSOR X, whose expression doesn't show what he thinks, but is very serious.



FADE OUT







FADE IN:



EXT. SHABBY AREA OF CHICAO - NIGHT



FADE-IN TITLE: "CHICAGO"



A MOTORBIKE that we recognize as the X-Cycle Logan "borrowed" from Scott stands in front of a run-down bar.





INT. THE BAR - SAME TIME



Dark figures are sitting at tables and at the counter. Talking and the clinking of glass can be heard, and the smoke is so thick it could be cut with a knife.



CLOSE ON A HAND holding a stogie, and we get the impression that most of the smoke originates from this very cigar.



The hand reaches for a glass filled with a clear liquid, apparently no water, and we

ZOOM OUT until we realize that the person we have been watching is LOGAN.

LOGAN ignores the people around him and seems to focus on his glass when the TV SET

catches his attention.

The screen shows A REPORTER standing in front of the Congress Hall.

REPORTER

The upcoming debate in New York about

the controversial law that would mean

the revelation of all mutants living in the

United States has been stirred up by an

unexpected event. The sudden swing in

Senator Kelly's attitude towards the enforced

registration of mutants has caused a

downright tumult in the Senate.

Nobody can quite explain what made him

change his mind like this, there has even been

talk that he was brainwashed by a mutant

with telepathic abilities.

LOGAN

Crap!

LOGAN slams his glass on the counter, and while the TV report continues in the

background, he stands up and walks out of the bar.



EXT. THE BAR - CONTINUED ACTION

LOGAN takes a deep breath, his breath forming clouds in front of his face. He is still

standing in the doorframe when a HUGE BLACK GUY approaches the bar.

LOGAN doesn't move but scrutinizes the man who stops right in front of him and returns his

look without any sign of emotion.

CLOSER ANGLE ON THE BLACK MAN that shows a tattoo shaped like the letter "M"

right around his right eye.

LOGAN frowns and steps aside, and the BLACK MAN enters the bar. For the regular movie-

goer, this has only been a strange encounter with a strange man, but we know that Logan

has just met BISHOP.

LOGAN looks around again, then at his motorbike.

LOGAN

Brainwashed my ass. If I get my hands

on you, there'll be no more mimicking,

Missy.

CONTINUED:

LOGAN carelessly throws his cigar on the sidewalk, pulls his leather jacket tighter and

seems to decide that he needs a little walk to cool down.

FULL SHOT ON THE STREET as Logan walks away.



EXT. ANOTHER DARK STREET - SHORTLY AFTER

A small BUNCH OF HOMELESS PEOPLE has gathered in front of a YOUNG GIRL of

maybe 18 years with short blond hair who is sitting in front of a house with a guitar, her opened guitar case on the ground beside her.

The GIRL is playing a sad song, and her voice as she is singing along shows that she

sings about her own hopeless life. The reason why her play attracts people, though, is an

amazing light show that the girl doesn't seem to notice. Those few street lamps that are not

broken seem to flicker in the rhythm, and flashes of colourful light appear, seemingly from

out of nowhere.

LOGAN approaches the spot where the GIRL is sitting. A mildly astounded expression on

his face, he listens to the song for a few seconds, then pulls a few coins out of his pocket

and throws them into the girl's guitar case before he moves on.

The GIRL'S POV:

BACK VIEW OF LOGAN walking down the street.

CLOSE ON THE GIRL. She continues playing, but isn't as absorbed as before, her gaze

following Logan. When Logan turns around a corner, she grabs the coins from her guitar

case, hurls the guitar inside and closes the lid on which green, snake-like eyes are painted.

She nods at the HOMELESS PEOPLE who gently applaud, takes the case and follows

Logan down the street.



EXT. A NARROW ALLEY - CONTINUED ACTION

The alley that connects two streets is covered with litter. Trash, cardboard boxes and

heaps of something we rather don't want to identify are piled up at house walls on both

sides.

We see a FRONT VIEW OF LOGAN as he walks, and in the background the GIRL entering

the alley, slowly dropping her guitar case.

LOGAN stops, obviously on alert because he heard a sound.

The GIRL notices that he heard her and walks closer to him.

LOGAN slowly turns around. He looks at the GIRL, immediately recognizing her.

LOGAN

You. What do you want?

GIRL

Your wallet, Rich Man. If you don't

make any trouble, I won't hurt you.

LOGAN smiles sympathetically.



CONTINUED:

LOGAN

Buzz off, kid. I'm not in the mood.

LOGAN turns to go.

The GIRL is stunned by his reaction, but in the next instant, she reaches down for her

right leg.

CLOSE ON THE GIRL'S LOWER LEG where a jack-knife is hidden under her ragged jeans.

She pulls it out and straightens herself.

The GIRL'S POV:

BACK VIEW OF LOGAN walking. Suddenly the sound of the EXTENDING JACKKNIFE is

HEARD, and he tenses.

LOGAN

Kiddie, you better don't do that.

The GIRL raises the knife, a tight grin on her face.

GIRL

Oh yeah? Why?

LOGAN

'Cause I don't wanna hurt you.

GIRL

I'll tell ya something, Bigmouth. I've been

living on the streets for quite a while, and

I'm the one with the knife.

So who's gonna hurt who, huh?

The GIRL has now reached Logan and is standing directly behind him, the knife raised.

CLOSE BACK VIEW OF LOGAN: We HEAR the sound of WOLVERINE'S EXTENDING

CLAWS, and in the same instant, he spins around.

CLOSE ANGLE ON THE GIRL'S FACE as she stares at WOLVERINE. She raises the

knife until it is closely in front of her face. We see that the BLADE has been neatly CUT

OFF.

We ZOOM OUT until we see both of them, the GIRL standing like a statue, WOLVERINE

slowly retracting his claws.

GIRL

You're a mutant!

LOGAN gives her a look half reproaching, half sad, turns around and walks away.

GIRL (V.O.)

Rich Man!

LOGAN ignores her.

We see the GIRL as she hurls the remains of the knife to the ground.

GIRL

You don't just walk away from Dazzler.

Not tonight, pal.

CONTINUED (2):

DAZZLER raises her hands to her face and utters a soft, but very high-pitched sound. She

forms a bowl with her hands, and as if she had filled them with sound, a reddish light

starts to glow between them. She stretches out her arms as if she was reaching for Logan.

LOGAN'S keen senses tell him that there is something going on behind him. About 20 yards

away from Dazzler, he stops and turns around.

DAZZLER utters a shrill yell, and a dazzling white ray of light emerges from her hands. It

hits LOGAN straight in the chest and flings him a good 30 feet through the air before he

crashes into a pile of cardboard boxes and trash. There he lies on his back, unmoving.

DAZZLER clenches her fists and presses them to her chest, her eyes wide open with

shock. Although she knew what she was doing, she apparently didn't intend to strike

Logan with such a force.

After staring at him for a few seconds, she slowly moves towards him.

We approach LOGAN, shown from DAZZLER'S POV.

DAZZLER kneels down beside him and feels for a pulse. She slowly pulls her hand back,

and in her face we read that she didn't find anything.

DAZZLER

Shit. Sorry, pal. Powers ain't easy

to control, guess you knew.

She strokes his hair, her eyes glistening with what could be, but needn't be, tears.

DAZZLER

Let's see what you've got.

She searches the pockets of his jacket, where she finds only a flat metal box with cigars.

DAZZLER

Yuk, El Disgusto brand.

She drops the cigars and starts searching Logan's jeans pockets. In one pocket, she finds

coins and a single Dollar bill. When she reaches in a back pocket, a grin shows that she

found something. She pulls her hand out, holding a bundle of bills. When she regards the

money, her jaw drops in disappointment.

DAZZLER

Canadian.

(beat)

Oh, what the heck.

DAZZLER puts the money into her own pocket, and with an almost sad look at Logan, she

stands up and turns to go.

She has almost reached the entrance of the alley where she dropped her guitar case

when a low GROAN is HEARD.

DAZZLER spins around.

LOGAN utters another low moan and weakly tries to sit up - without success.

DAZZLER gives him an insecure look, and her hand wanders to the pocket where she put

his money.



CONTINUED (3):

While she is still standing in the same spot, FIVE YOUNG MEN, obviously a street gang,

appear on the other end of the alley, shouting and laughing.

An instant later, they see LOGAN who doesn't even notice them.

An exceptionally THIN YOUTH in black leather clothes, apparently the GANG LEADER,

raises his hand.

GANG LEADER

Look what we've got here.

The OTHER GANG MEMBERS laugh and form a circle around Logan, obstructing

Dazzler's view at him.

One of the boys, we'll call him GANG MEMBER #1, kicks Logan.

GANG MEMBER #1

He's finished.

GANG LEADER

He's finished when I say he is.

He's still good for some fun.

The GANG LEADER also kicks Logan, so hard that he utters another moan that can

be heard by DAZZLER.

DAZZLER

Leave him alone!

Only one of the younger gang members, we'll call him GANG MEMBER #2, turns

around and looks at her.

GANG MEMBER #2

It's the mutant!

All the other boys now look at her, too.

DAZZLER

I said, leave him alone!

The GANG LEADER emerges from the group, apparently scared but still trying to seem

cool.

GANG LEADER

Why should we?

DAZZLER doesn't answer but only raises her hands, uttering a soft, high hum.

ALL GANG MEMBERS talk at once, starting to retreat.

GANG MEMBER #1 seizes the gang leader by his jacket.

GANG MEMBER #1

Come on, she's doing it again.

Do you want to be fried?

With a LOW CURSE, the GANG LEADER turns around and follows his men who are

running down the alley.



CONTINUED (4):

DAZZLER heaves a sigh and loosely drops her arms to her side. Then she walks towards

LOGAN, who has managed to sit up meanwhile.

DAZZLER

You okay?

LOGAN

You crazy?

DAZZLER

Listen, I'm sorry. I didn't mean to -

With a quick movement, LOGAN grabs her throat, and all of a sudden, DAZZLER is lying on

the ground with Logan kneeling over her.

LOGAN

You could've killed me!

DAZZLER

Don't get me wrong, but I thought I did.

LOGAN hesitates, but doesn't let go of her. With his free hand, he touches his chest that is

seriously burned under the scorched remains of his shirt.

LOGAN

I'll live.

DAZZLER

Hey, I tell you somethin'. I give you back

your money, you let me go, and

we'll act as if this never happened.

LOGAN

Yah, sure.

DAZZLER

Why don't we just -

LOGAN presses a little harder, and DAZZLER falls silent.

LOGAN

Let me think. Oh darn, couldn't you have

mugged somebody else?

LOGAN stands up and pulls DAZZLER up with him.

LOGAN

You're coming with me.

DAZZLER

What? Where - oh come on, you can't

take me to the cops.

LOGAN

Who said I was gonna do that?

LOGAN picks up a strip of plastic from the ground and ties DAZZLER'S hands behind her

back.



CONTINUED (5):

DAZZLER

Hey, you pervert, what's that supposed to be?

What about my guitar, anyways?

LOGAN totally ignores her, dragging her behind him as he walks down the alley and

towards the street. A menacing look on his face, he starts to talk to himself.

LOGAN

700 miles for nothin'. Freaking kids playin'

games. Should've known better than that.

Should've just killed her.

We see DAZZLER becoming more scared with every word he says.

FADE OUT.





EXT. THE BAR - SHORTLY AFTER

For want of a pillion, LOGAN roughly heaves DAZZLER on the back edge of the motorbike's

seat, and after short consideration, puts his jacket around her shoulders. Then he mounts

the bike and starts the engine.

DAZZLER

Where are we going?

LOGAN

New York.

Ignoring her protest, LOGAN lets the engine roar and speeds down the street.

FADE OUT.



FADE IN: INT. A CLASSROOM IN PROFESSOR XAVIER'S SCHOOL - DAY

PROFESSOR X is sitting in front of about 15 students, on a chalkboard behind him

drawings that look like he's giving a physics lesson.

We HEAR the DOOR BEING OPENED, and all heads turn. Also PROFESSOR X looks up.

VIEW AT THE DOOR with SCOTT sticking his head inside.

PROFESSOR X

Scott, what is it?

SCOTT

We have a new student. You should come

and see her.

PROFESSOR X

Oh, fine. I will greet her as soon as I

finished my lesson.

SCOTT

Professor, Logan brought her. You should

really have a look at this.

CONTINUED:

PROFESSOR X

All right. Students, please finish your task.

When you are done, you are free for

an early break.

Approving MURMUR among the students.

PROFESSOR X steers his wheelchair out of the room while SCOTT holds the door open for

him.



INT. A ROOM IN THE SUBLEVELS OF THE SCHOOL - SHORTLY AFTER

LOGAN stands with his legs apart, arms crossed in front of his chest and looks at something o.s. with an expression of amusement. We see the door open behind him, and

PROFESSOR X comes in, followed by SCOTT.



After a short glance at Logan, PROFESSOR X concentrates on the o.s. person Logan has been looking at.



PROFESSOR X

Hello, and welcome at my school for the gifted.

I am Charles Xavier.



DAZZLER is sitting on a wooden chair, her arms crossed just like Logan's.



DAZZLER

Hi.



PROFESSOR X looks puzzled as Dazzler doesn't seem enthusiastic about her arrival.



PROFESSOR X

Did Logan tell you about this place?



DAZZLER

So far, he hasn't even told me his name.

This is kidnapping, you know.



PROFESSOR X offers her his hand.



PROFESSOR X

Come, dear. I will show you around.



DAZZLER doesn't stand up or take the Professor's hand.



PROFESSOR X

Nobody is going to do you any harm here.



DAZZLER

Oh yeah?



DAZZLER lifts her elbows, and we see that she is tied to the chair so tightly that she can't even move her hands.



DAZZLER

And what about this? I'm gonna sue

your collective asses.



CONTINUED:



PROFESSOR X

Logan!



LOGAN

Hey, cool it. See what she did to me?



LOGAN opens his jacket to show his burned shirt.



LOGAN

She nearly killed me. I had to protect myself.



PROFESSOR X

I think we can handle this. Scott?



SCOTT walks over to the chair and unties Dazzler.



DAZZLER rubs her wrists and shakes her hands to make the blood circulate.



DAZZLER

Thanks. I've been tied up since Chicago,

you know.



PROFESSOR X

Well then, I think I introduced myself.

What is your name?



DAZZLER

The real one?



PROFESSOR X

Whichever one you prefer.

DAZZLER

Alison. But my street name's Dazzler.

PROFESSOR X

I was told that you are a mutant. What is

your gift?

ALISON

You call that a gift?

PROFESSOR X

It can be one. It depends on what you

make of it. This school is a safe place

to live and learn for young mutants,

just like you.

ALISON

(looks at LOGAN)

Well, not quite like me. That guy's got claws.

PROFESSOR X

(smiles)

Yes, I know. Well, Alison, if you tell us what

your gift is, we can help you control and use it.





CONTINUED (2)

:

ALISON

Using it ain't the problem.

(beat)

But I could need some help with the

control part.

PROFESSOR X

We will be happy to help you there.

He offers her his hand again, and this time, she takes it, stands up and leaves the room with

him.

SCOTT grins at Logan.

SCOTT

And yet another rebel.

WOLVERINE

You wanna tell me something, Bub?

WOLVERINE pushes Scott aside and walks out of the room.

SCOTT rubs his shoulder.

SCOTT

Oh yeah, he's not used to it.

FADE OUT.



EXT. THE SCHOOL'S BACKYARD - DAY

ORORO MONROE and a BOY of approximately 14 years are standing a few yards away

from a target.

ORORO

That was great, now try and focus on

the target rather than on the shape

of the bolt.

BOY

Okay.

The BOY closes his eyes, and from a fountain beside him, a small ball of water rises,

changes shape until it has a pointed tip, and after hovering in the air for another second,

it suddenly darts right through the bull's eye of the target.

ORORO

Yes, now you get the point!

ORORO looks up and sees PROFESSOR X, DAZZLER, SCOTT and LOGAN approaching.

She pats the boy's shoulder.

ORORO

That's enough for now. Go and have some

fun with your friends.

The BOY nods and dashes off.

CONTINUED:

PROFESSOR X

Ororo, I'd like to introduce you to Alison.

Alison, this is Ororo Monroe, or Storm.

Would you like her to show you around and

help you get acquainted with the facility and

the other students?

ALISON

Sure, why not?

ALISON and ORORO walk away, ORORO obviously telling Alison about the school.

LOGAN sits down on the edge of the fountain, looking after them.

PROFESSOR X

It was good that you brought her here, but

what about your search?

LOGAN

After 15 years, a few days more don't matter.

I'll set out tonight.

SCOTT opens his mouth to say something, but PROFESSOR X is faster.

PROFESSOR X

You might want to take a car. It's cold in the

Canadian Rockies.

LOGAN

I don't have a car. Mine blew up, remember?

PROFESSOR X

Maybe you want to take one of the school's cars?

LOGAN

I don't think I'd like the school's cars.

PROFESSOR X

You might want to have a look at them first.

CUT TO:



INT. THE SCHOOL'S GARAGE - SHORTLY AFTER

Along with the Professor's car, there are a few others, including a seemingly old Pick-Up

truck.

LOGAN, SCOTT and the PROFESSOR approach the car.

LOGAN

Nice car.

PROFESSOR X

I thought you might like it. It is not your average

pick-up, though. It has a few little extras that might

help you on your journey.

LOGAN

Extras.

CUT TO:



EXT. AN EMPTY HIGHWAY - SUNSET

Logan's CAR driving along at normal speed.



INT. THE CAR'S COCKPIT - CONTINUED ACTION

CLOSE ON THE DASHBOARD that is equipped with some extra buttons. We PAN

ACROSS THE DASHBOARD from LOGAN'S POV and focus on a button that resembles the

turbo button on Scott's motorbike.

CLOSE ANGLE ON LOGAN'S FACE who grins and slowly lifts his hand to press the button.



EXT. THE SAME EMPTY HIGHWAY - CONTINUED ACTION

Logan's CAR racing off into the sunset at enormous speed, leaving only a trail of dust that

slowly settles once the car is out of the frame.

FADE OUT.





INT. THE WAR ROOM IN THE SCHOOL'S SUBLEVELS - NIGHT

The room is austere and cool like every room in the lower levels of the school. White tiles

cover the walls and the floor, and the only piece of furniture is a large metal table.

PROFESSOR X, ORORO, SCOTT and JEAN GREY are sitting around the table. The

Professor is holding a small device in his hand that looks like a wristwatch.

SCOTT

This little thing is the pocket version of Cerebro?

PROFESSOR X

Well, not exactly, but it works as a kind of remote

scanner. Whenever you are in town, I want you to

carry it with you. Using it, you can find mutants

that the main Cerebro device already detected

within remarkable distance.

JEAN

This sounds like we're recruiting.

PROFESSOR X

Well, in a sense we are. We don't know what

Magneto and his associates are capable of,

even now that he is imprisoned. It can't hurt

to show young mutants the right side before

they can be corrupted by the rebellious ones.

And as we have seen, many live on the streets,

without friends, shelter or hope. We should try

and give as many of them a home as we can.

CONTINUED:

SCOTT takes the device and turns it in his hands.

SCOTT

How does it work?

FADE OUT.



INT. A DORM ROOM IN THE SCHOOL - NIGHT

The room that was obviously decorated by a girl is furnished with two sets of bed, cupboard

and desk, one apparently not yet occupied.

MARIE is lying on her bed reading a book, dressed in casual but dark clothes.

THE DOOR opens, and ALISON comes inside, accompanied by ORORO.



ORORO

Hello Marie. I have a roommate for

you if you'd like.

MARIE

Sure.

MARIE stands up and puts her book on the mattress.

MARIE

Hi, I'm Marie.

ALISON offers her hand.

ALISON

Alison.

MARIE takes her hand, and ALISON shows a puzzled look because of the gloves she is

wearing.

ORORO

I take it that you two have a lot to tell each other.

Good night!

MARIE and ALISON

Good night!

ORORO leaves and closes the door, and the two girls look at each other. It is silent for a few

seconds.

Finally, ALISON points at Marie's white strand of hair.

ALISON

Cool hair.

MARIE

Thanks.

CUT TO:



INT. THE SAME DORM ROOM - LATER THAT NIGHT

Both girls are lying each on her bed. ALISON is now wearing new clothes that obviously

come from Marie's cupboard.

ALISON

So you can take other mutants' powers?

MARIE

Not only their powers. I always take a little

of their energy, their life force if you want to

use that word. But I think I'm slowly getting

some degree of control. Maybe someday I

can use this power to help, not only to steal.

ALISON

I'm pretty sure you'll get this settled somehow.

A beat as the girls look at each other, Marie less optimistic than Alison.

MARIE

So where are you from?

ALISON

Chicago.

MARIE

Chicago? Did you tramp here? How did you

find the school, anyway?

ALISON

You could say the school found me. I bumped

into that hairy guy with the claws. He brought

me here, and I can tell ya, I didn't go voluntarily.

MARIE

Logan?

ALISON

Yeah, that's him. Do you know him?

MARIE

He was here?

ALISON

Yeah, why? Don't tell me you like him?

MARIE

Well…

ALISON

Did I miss something about him? This guy's

got no manners. He's rude and behaves

like some left-over caveman.

MARIE

He saved my life.





CONTINUED:

ALISON

Now this gives the matter a whole new point

of view.

(beat)

Sorry if I said something wrong.

MARIE

It's okay. You just don't know him yet.

ALISON

Yeah, not yet.

(beat)

G'night.

MARIE

Night.

They press each other's hand over the gap between the beds, and MARIE turns off the light.

As the LIGHTS GO OUT, we

FADE OUT.



FADE IN: INT. A HALL IN THE PRISON WHERE MAGNETO IS KEPT - NIGHT

The walls and floor are covered with white shiny tiles. Behind a round desk covered with

monitors, two young guards are sitting.

GUARD #1, a likeable tall man in his mid-twenties with short blond hair, stands up.

GUARD #1

Hey Danny, call of nature. Could you

open the door for me?

DANNY, a just as likeable young man with short brown hair, nods.

DANNY

Okay. Man, my daughter's little puppy

bears it longer than you, Jeff.

JEFF grins.

JEFF

Just open the door, pal.

JEFF walks towards a solid metal door and waits until DANNY has pressed a button on the

panel in front of him. The door opens, and JEFF looks back at Danny.

JEFF

You still in for the baseball game

tomorrow night?

DANNY

Wouldn't miss that on your life.

JEFF waves and walks outside. The door closes behind him.



CONTINUED:

We see a monitor from DANNY'S POV. It shows the corridor on the other side of the door

where JEFF walks in quite a hurry.

DANNY leans back on his chair and grins. He looks at a few other monitors that show more

corridors and rooms, including the one where MAGNETO is sitting, far away from any metal

objects. Then his attention is again caught by the first monitor. It shows JEFF who waves.

DANNY grins, shakes his head and presses a button, and the door opens.

JEFF enters the hall, and still smiling, he walks back to the desk. Casually, he assumes

position behind Danny's chair, places his hands on his shoulders, and with a sudden

movement, takes his head and turns it. A DULL SNAPPING SOUND IS HEARD, and

DANNY slumps in his chair.

JEFF'S eyes turn yellow, and in this instant, we realize that it is MYSTIQUE. Whether it has

been her all the time or only from the point on that she returned from the restrooms as Jeff,

we'll never learn.

MYSTIQUE, now in her original blue shape, presses another button, and the door opens

again.

FOUR MEN, obviously mutants, come inside. MUTANT #1 is a tall man with short black

hair and strange silvery skin. He radiates authority as if he was the leader of the troop. We

recognize the second one as SABRETOOTH, the third one is small with red skin. He wears

black shorts and a black tank top that reveal sharp spikes on his arms and legs. MUTANT #4

is a tall, muscular man with white hair.

SABRETOOTH walks towards the desk, reaches across it and softly touches MYSTIQUE'S

chin with one finger.

SABRETOOTH

Well done, Mystique.

(to MUTANT #4)

Riptide, I need you over here.

(to the RED-SKINNED MUTANT)

Foxbat, guard the door.

RIPTIDE comes over to the desk while FOXBAT assumes position at the door, and quickly

presses a few buttons.

RIPTIDE

Well then, let's get him out of there.

RIPTIDE grins at MYSTIQUE who smiles back, and RIPTIDE, MYSTIQUE and

SABRETOOTH march towards another door while MUTANT #1 stays in the room with

FOXBAT, leaning against the desk in a relaxed and expectant posture.



EXT. A STREET IN DOWNTOWN NEW YORK - DAY

Many people are on the street, minding their own business as they follow the human river

downstream.

SCOTT stands on the sidewalk, wearing a coat and a baseball hat and the inevitable

sunglasses. He is wearing the Cerebro scanner on his left wrist like a watch, and the device

gives low beeps and a flashing light signal.



CONTINUED:



We assume SCOTT'S POV and PAN ACROSS THE STREET as he looks around searching

for the mutant that Cerebro has apparently detected, but in the broiling mass of people, it is

impossible to find a single person, even if he or she is a mutant.

CLOSER ANGLE ON A YOUNG WOMAN who is about to walk on the street without

watching her steps.

A BUS approaches her from the left.

SCOTT raises his head in alarm as he sees what is about to happen, but he is too far away

to intervene.

At the same time, we see a YOUNG MAN with long blond hair, wearing a leather jacket and

blue jeans, who has also seen the peril coming. With an impossibly long and high leap, he

jumps on the street and pulls the woman out of the way, only a split second before she can

be hit by the bus. He loses his balance and threatens to fall on the street and right against

the still moving bus, but somehow he manages to stay on his feet and makes a step further

into the safety of the sidewalk.

SCOTT frowns and looks at the Cerebro scanner, obviously suspecting that the young man

might be the mutant he has been looking for.

While SCOTT makes his way towards the young man through the crowd, the woman flings

her arms round the man's neck and gives him a kiss. They both laugh, and the YOUNG MAN waves at the woman as he turns and walks away.



SCOTT needn't follow him any further as the YOUNG MAN bumps right into him.



SCOTT

How did you do that?



YOUNG MAN

What - oh, the bus. Luck, I guess.



SCOTT

I've never seen anybody jump like this.



YOUNG MAN

I'm in training.



SCOTT scrutinizes the man, and we see that the black leather gloves he's wearing each

only have three fingers and a thumb.



SCOTT

No, I think you might be something else.



The YOUNG MAN looks around like he was afraid of somebody eavesdropping their conversation.



YOUNG MAN

I've got to go.



SCOTT

Wait, I'm a friend.



YOUNG MAN

Oh yeah? Why should I believe you?



SCOTT

I'm of your kind.

CONTINUED (2):



YOUNG MAN

Even if. Everybody for himself.



SCOTT

And why did you help this woman?



YOUNG MAN

I couldn't just let her die. I think that's quite

a reason.



SCOTT

Why not do it big style? Trust me. We're a group of,

uh, people, that try to save mankind, or at least

do our share. Heard about that big light wave

at the U.N. summit?

YOUNG MAN

Your job?

SCOTT

We prevented it from erasing Manhattan's

population.

YOUNG MAN

Not bad.

SCOTT

Do you at least want to come with me

and have a look at what we're doing

and how we're living?

YOUNG MAN

Can't do any harm.

SCOTT

My name's Scott Summers.

YOUNG MAN

Call me Longshot.



INT. PROFESSOR XAVIER'S OFFICE - DAY

PROFESSOR X is sitting behind his desk with MARIE and ALISON sitting in front of it.

PROFESSOR X

Well, Alison, have you settled into the school

already?

ALISON

I've had some help, Professor.

PROFESSOR X

(smiles)

I'm glad that you and Marie get along so well.

We HEAR a KNOCKING at the door.



CONTINUED:

PROFESSOR X

Yes, come in, please.

SCOTT opens the door and lets Longshot enter first.

PROFESSOR X

Ah, you found him. Welcome. I'm Charles

Xavier. You are at my School for Gifted

Youngsters, but of course you needn't be

a teenager to be accommodated. These

are two of my students, Alison and Marie.

LONGSHOT nods and gives them a grin and a look from irresistibly green eyes.

LONGSHOT

Ladies.

MARIE and ALISON smile back.

PROFESSOR X

(to MARIE and ALISON)

If you could excuse us now - I have to

introduce our new guest to the school.

MARIE

Sure. Bye Professor, bye Scott.

MARIE and ALISON walk towards the door and wink at Longshot as they walk past him.

MARIE and ALISON

(to LONGSHOT)

Bye.

CUT TO:



INT. THE CORRIDOR IN FRONT OF THE OFFICE - CONTINUED ACTION

MARIE and ALISON fling their arms round each other's neck and dance through the

hallway, chuckling like the schoolgirls that they are.

ALISON

Did you see this cutie?

MARIE

Oh, I so hope he'll stay at the school.

ALISON

Aw, the way he smiled at us. Awesome.

They take each other's hand and walk down the corridor, still chuckling and curiously

watched by a few BOYS that have left a classroom nearby.



INT. PROFESSOR XAVIER'S OFFICE - SAME TIME

PROFESSOR X

Please, sit down.

CONTINUED:

LONGSHOT sits down on a chair while SCOTT remains standing and looks around in the

room.

LONGSHOT

Nice place.

PROFESSOR X

Thank you. So, may I ask your name?

LONGSHOT

It's Longshot.

PROFESSOR X

Only Longshot?

LONGSHOT nods.

The PROFESSOR seems nonplussed, but doesn't inquire any further.

PROFESSOR X

And may I also ask what exactly your mutation is?

LONGSHOT

Wait a sec - how can you know? I mean,

we just got here. You didn't send Scott to get

me here, did you?

PROFESSOR X

Well, actually I did. We have a device that can

detect mutants. Unfortunately, it can't tell us what

their gift is.

LONGSHOT

Why do I have the feeling I've just been recruited?

We see a CLOSE-UP on Scott who grins.

PROFESSOR X

Of course you are free to go at any time.

LONGSHOT

Didn't feel like a prisoner in the first place.

Okay, you guys seem to be okay. You wanted

to hear about my mutation. I'm proud to say

that it consists of two little changes compared

to your average homo sapiens. First of all,

my bones are hollow, so to say. It makes them

really light, which can be quite a cool thing to have.

SCOTT

And mutation number two?

LONGSHOT

Luck.

SCOTT

Excuse me?

CLOSE on the PROFESSOR who arches an eyebrow.

CONTINUED:

LONGSHOT

As long as I don't abuse it, I have literally

infallible luck that almost always pulls me through.

SCOTT

Sorry, but I have a problem with that.

Luck as a mutation?

LONGSHOT

Call it a PSI power. Whatever you call it,

it works.

PROFESSOR X

Would you agree on some tests?

Nothing painful, only checks on your health

and of course your mutation.

LONGSHOT

Whatever is necessary.

PROFESSOR X

Scott will leave you in the capable hands

of Dr. Jean Grey, a gifted scientist and

promising PSI talent.

LONGSHOT nods, stands up and follows Scott outside.

The PROFESSOR thoughtfully leans back, folding his hands in front of his chest like for

prayer.

FADE OUT.



INT. A LAB ROOM IN THE SUBLEVELS OF THE SCHOOL - SHORTLY AFTER

LONGSHOT is lying on an examination table in a lab room that looks exactly like the one

where Wolverine has once been examined, while JEAN works on a computer nearby,

jealously guarded by SCOTT.

LONGSHOT

So you guys fight against this Brotherhood

of Mutants because they want to kill all

normal humans?

JEAN

Well, last time, they wanted to transform them

all into mutants.

SCOTT

Which sooner or later would have had the

same effect.

LONGSHOT

But right now their boss, this Magneto,

is safely locked up?





CONTINUED:

JEAN

For now, he is. But we have to be on guard.

And even if it's not for the normal people,

you still have a safe place to live here.

LONGSHOT

Well, until now I always got along somehow.

I'm lucky, you know.

LONGSHOT winks at JEAN who smiles back.

JEAN

I see.

SCOTT steps between them.

SCOTT

(to JEAN)

Are you done with your tests?

JEAN

Almost. I just have to finish this calculation…

Okay, he's yours again.

LONGSHOT

(to JEAN)

And whenever you need me, I'll be all

yours, Ma'am.

He has hardly stood up from the table when SCOTT roughly pulls him towards the door.

They leave the room, and SCOTT slams the door shut.

JEAN remains in the room, smiling.



INT. THE CORRIDOR IN FRONT OF THE LAB ROOM - SECONDS LATER

LONGSHOT stops and forces Scott to come to a halt, too.

LONGSHOT

Hold it, Scott.

SCOTT

What?

LONGSHOT

I'm not blind, pal. The lady is yours.

Just can't help turning on the old charm

when women of her calibre are around.

You okay now?

SCOTT sheepishly releases Longshot and shrugs.

SCOTT

Sorry.

LONGSHOT

Never mind.

CONTINUED:

They walk down the corridor, this time considerably more slowly.

CUT TO:





INT. A LIVING ROOM IN MAGNETO'S MANSION - NIGHT

CLOSE ON MAGNETO who is sitting on a sofa with a cup of tea in his hand. In the

background we see a flickering fireplace.

MALE VOICE (O.S.)

I can almost see them in their neat little

school, wondering what our next move

might be.

MAGNETO

(looking up)

You speak of us as if we were a team.

A MAN WITH SILVERY SKIN AND SHORT BLACK HAIR, the one we know from the prison,

enters the screen, smiling quietly.

MAGNETO

I did not ask you to free me, Nathaniel.

NATHANIEL

But aren't you glad to be home again,

with your loved ones?

MAGNETO

My time would have come. With you or

without you.

NATHANIEL

Without me, it might have taken a little

too long, old friend. But not to worry, I'm

happy to help you.

MAGNETO

But it will have a price.

NATHANIEL

Certainly.

MYSTIQUE enters the screen and sits down beside Magneto while a BLOND WOMAN

appears beside Nathaniel.

NATHANIEL

Ah, Vertigo. How are you doing in our

little workshop?

VERTIGO

We had a few problems but now everything

runs smoothly.

CLOSE ON NATHANIEL - in his face, the flames in the fireplace are reflected.



CONTINUED:

NATHANIEL

Excellent.

(beat)

(turning to MAGNETO)

What do you think, old friend?

Shall we lure the rabbits out of

their burrow?

MAGNETO quietly looks at him, still holding his cup of tea.

CLOSE-UP ON NATHANIEL who grins amusedly, the silvery skin on his face still

reflecting the fire.

FADE OUT.





EXT. A DESERTED MILITARY COMPOUND IN CANADA - NIGHT

The scenery is a wooded area in the mountains. We see the silhouette of a wire netting

fence in front of trees and shrubs - it is nearly dark. Then we HEAR the SOUND OF A CAR APPROACHING, and its headlights illuminate a sign saying "MILITARY AREA - NO TRESPASSING. USE OF DEADLY WEAPONS APPROVED", before the car even comes into the picture.



Then it enters the frame, and we see that it is Logan's pick-up. The car stops in front of the fence, its headlights still pointed at the sign, until the car's engine is turned off, the headlights fade and LOGAN gets out of the car.



While he is walking towards the fence, he extends his claws, and when he reaches it, we HEAR adamantium CUTTING through steel, and the sign falls to the ground, together with a door-sized piece of the fence.



LOGAN scents to all sides and glances at the full moon before he slips through the hole in the fence.



LOGAN'S POV:

We see his way through the woods and rocky clearings.



When he parts shrubs to move on, he hesitates, and as we follow his gaze through between the bushes, we realize why. A large complex of buildings covers several thousand square yards, and in the cold white light of the moon, it looks like a Nazi concentration camp.



CLOSE-UP on LOGAN'S shocked face. His eyes widen before a memory flashback hits him, and he closes them.



CUT TO:





MEMORY FLASHBACK FROM LOGAN'S POV:

INT. A LABORATORY

PEOPLE in strange alien-like suits walk around, everybody seems to know what he is doing.



CUT TO:



EXT. A JAIL-LIKE YARD - DAY

Several MEN in simple, grey uniforms stand around or walk slowly, most of them looking bored, some rather scared. All men seem to be in excellent physical shape.



Still from Logan's POV, we approach an exceptionally tall man from behind and pat his shoulder. The man turns around, and for the split second that we can see his face, we are almost entirely sure that it is Sabretooth.



END OF MEMORY FLASHBACK



CUT TO:



EXT. THE SAME MILITARY COMPOUND - CONTINUED ACTION

CLOSE-UP ON LOGAN'S FACE, slowly ZOOMING OUT until we see his whole upper body

and his chest pumping as he breathes heavily, still staring at the complex.

LOGAN shakes his head, stands up and walks through the gap he created between the

bushes.

CUT TO:



EXT. THE SAME MILITARY COMPUND, AT THE FIRST BUILDINGS

LOGAN walks towards the buildings and therefore towards us. His whole body tense, we

only wait for him to extend his claws, but he doesn't do so.

We follow him as he walks through the compound, leaving some buildings disregarded as if

he'd been here before and knew where to go. Finally, he steers towards a small building.

Not wasting any time by trying if the door is locked, he forces it open.

CUT TO:



INT. THE BUILDING - CONTINUED ACTION

The DOOR crashes into the room, stirring up a huge cloud of dust.

We see WOLVERINE'S SILHOUETTE in the doorframe for a second before he steps into

the room.

WOLVERINE'S POV:

The inside of the room looks like an office, with lots of filing cabinets, two desks and several

cupboards and empty shelves. It looks like it has been left in a hurry, for there are sheets of

paper lying everywhere.

WOLVERINE walks up to a filing cabinet and tears the top drawer open. A METALLIC

SOUND tells us that there has probably been a lock in the way, but Wolverine hasn't even

noticed its resistance. He pulls out the few files that are left in the drawer and puts them on

the table, only to walk back to the cabinet and start the same procedure with the second

drawer.

CLOSER ANGLE ON THE DESK where a giant heap of files is piled up. Another bunch of

papers is hurled on the already swaying heap, and a few sheets of paper flutter to the

ground.

CONTINUED:

WOLVERINE drops on the edge of the table and starts to pull out single files, obviously not

knowing what exactly he is looking for. Suddenly, the picture of a man that is attached to the

front page inside a file folder causes another MEMORY FLASHBACK.

CUT TO:



MEMORY FLASHBACK - WOLVERINE'S POV

EXT. THE JAIL-LIKE YARD - DAY

One of the men is called out, and we see that it is the MAN FROM THE PICTURE in the file.

A crooked grin on his face, the MAN waves at the others and leaves the yard through a small

gate. He is accompanied - or guarded? - by TWO SOLDIERS in uniforms that we have

never seen before.

CUT TO:



EXT. THE SAME YARD - SUNSET

The yard is much emptier than before, and only a few men are standing or sitting around.

Still from WOLVERINE'S POV, we look up and over at the soldiers who give us an expectant

look. We follow them.

CUT TO:



INT. THE OFFICE IN THE BUILDING - DUSK



A MAN with a brown buzz-cut and in the same uniform as the soldiers, only with more chevrons on his shoulder flaps, looks at us with a pitying expression, then back at a file that is lying on the desk in front of him. He says something, but we only HEAR a low HUMMING and an accelerated HEARTBEAT pounding seemingly right in our heads.

The man keeps talking, and from an INDEPENDENT POV we see that LOGAN rises from his chair and slams his fists on the desk. Suddenly the two soldiers are at his side and hold his arms. The man nods at them, and they drag Logan out of the room.



CUT TO:





INT. A LABORATORY



LOGAN is lying on a slab, tied to it at his wrists, ankles, waist and neck with broad leather strips. We see the same felt-tip markings on his body that we saw in the FLASHBACKS OF PART 1, and we realize that he is about to get the adamantium crafted to his skeleton.



MEN with masks on their faces approach him, holding instruments straight from a medieval torture chamber. The picture twists, and we don't know how much of this is a real memory, and how much a nightmare.





CUT TO:

INT. A ROOM INSIDE OF MILITARY BARRACKS - NIGHT

LOGAN is lying on a bed, not tied anymore, but obviously in agonizing pain. He writhes and helplessly raises his hands towards the ceiling as if there was somebody to help

(more)

CONTINUED:

him. All of a sudden, three claws pop out from between the knuckles of his right hand, and

he screams in pain. An expression of disbelief on his face, he stares at the shiny metal

before he raises both arms again and yells in despair and frustration.

END OF MEMORY FLASHBACK

CUT TO:



INT. THE OFFICE INSIDE THE BUILDING - NIGHT

LOGAN sits on a chair behind the desk, his face hidden in his hands. He slams his fists on

the desktop, and with the back of his right hand, he sweeps the files from the desk.

We see that some of the files remaining on the table are simply marked with single letters,

and we see a

CLOSE-UP ON A FILE MARKED WITH AN "X"

LOGAN looks up and at the file. Slowly, he takes it and opens it, and on the front page, there

is a picture of him.

Now trembling - we don't know whether it is with wrath or fear -, LOGAN closes the file

again. He takes it and puts it under his jacket, and as if he couldn't get out of the office

quickly enough, he stands up so fiercely that he painfully hits his knees on the desk. He

doesn't even notice it but hurries out of the office.

CUT TO:



EXT. THE AREA OF THE MILITARY COMPOUND - NIGHT

LOGAN runs away from the buildings and into the forest, not minding his way the least bit.

He pants heavily and presses his right arm to his belly, thus holding the file under his jacket.

CUT TO:



EXT. THE OUTSIDE OF THE MILITARY COMPOUND - NIGHT

LOGAN tears open the door of his car, climbs inside and drops on the driver's seat.



INT. LOGAN'S CAR - CONTINUED ACTION

The door still open, LOGAN heavily leans on the steering wheel, and in the white light of the

moon, we see hundreds of small scratches on his hands and face that now quickly heal.

When his skin is intact again, also Logan has calmed down. He takes the file out from under

his jacket and carelessly flings it on the front-passenger seat. With trembling fingers, he

rams the key in the ignition lock and turns it.



EXT. THE OUTSIDE OF THE MILITARY COMPOUND - CONTINUED ACTION

When the CAR'S engine is started, the headlights flash up and illuminate the fence, now with

(more)

CONTINUED:

a hole where the sign used to be. The engine roars, and the car backs up until it has left the

picture.

We HEAR TIRES scratching over gravel, gears being switched so roughly that the

transmission utters a rebellious CRACK, and again an ENGINE ROARING.

As the sound fades, also the picture

FADES OUT.



FADE IN: EXT. THE BACKYARD OF XAVIER'S SCHOOL - DAY

CLOSE ANGLE ON A SHRUB behind which MARIE and ALISON are cowering. Both girls

chuckle and motion each other to be quiet.

We PAN to follow their looks and see LONGSHOT strolling down a path that leads past the

shrub. When he has passed them, he hesitates but doesn't turn around.

LONGSHOT

I have a feeling like there's a mutant

ambush going on here.

MARIE and ALISON chuckle, but don't reveal their position.

LONGSHOT

Pity. I could've sworn I heard somebody.

Looks like I'll have to sit in the sun all alone

and eat that ice-cream I got myself on my own.

This is gonna be some stomach-ache.

LONGSHOT moves on.

Another CLOSE-UP on the shrub where MARIE and ALISON jump up.

MARIE and ALISON run after Longshot and link arms with him.

Together, ALISON, LONGSHOT and MARIE walk down the path.

CUT TO:



INT. PROFESSOR XAVIER'S OFFICE - DAY

PROFESSOR X, ORORO and JEAN are sitting in their chairs, apparently waiting for

something or somebody.

The DOOR is opened, and SCOTT bursts inside the room.

SCOTT

I was told it was urgent.

We now see that PROFESSOR X is holding an envelope.

PROFESSOR X

It is. I have received word that Magneto

has escaped.

CONTINUED:

SCOTT

What?

PROFESSOR X

He is said to have had help.

SCOTT

Mystique?

PROFESSOR X

Not only. Scott, I'm afraid we will have to

deal with an old adversary of ours.

PROFESSOR X hands Scott the envelope, and SCOTT opens it and takes out a few

photographs.

CLOSE ON A PHOTOGRAPH, a printout from a surveillance video, marked with date and

time, showing Nathaniel, the man with the silvery skin, standing in the supervision room in

the prison.

ORORO

It's Dr. Nathaniel Essex.

SCOTT

Sinister!

SCOTT looks up and flings the envelope and the pictures back on the desk.

SCOTT

Now it's personal.

PROFESSOR X

(with a placating look at SCOTT)

We have to prepare for a fight. It will be

hard, surely harder than last time. We are

encountering two highly intelligent villains

working together, and we don't know how

many followers we are dealing with.

SCOTT

And we just lost a member of the team.

PROFESSOR X

The car I gave Logan contains a highly

developed communications system. I already

contacted him. He hasn't replied yet -

SCOTT

(laughs)

Of course not.

PROFESSOR

But I expect him to report very soon.

Until then, the remaining X-Men, that's you,

Storm, and Jean, have to train.

JEAN

What about Rogue, or maybe Longshot?



CONTINUED:

PROFESSOR X

Rogue is way too young, she is merely a child.

We can't allow her to be involved in such a

dangerous situation. Of course Longshot isn't

a teenager anymore, but we don't know

what level of control he has over his powers.

SCOTT

So it's a three-men X-team against an unknown

number of enemies. Great. I love challenges.

ORORO

(to the Professor)

Have you thought of a special training?

PROFESSOR X

Oh yes, it is quite special. I have yet to find

an appropriate name for it, but meanwhile,

we'll just call it the Danger Room.

CUT TO:



INT. THE DANGER ROOM - DAY

It is a large room, about 50 feet high, which looks quite harmless at first sight. The walls are

white and smooth, and there is a silver metal cone, 30 feet long and about 5 feet in diameter,

hanging from the ceiling.

CYCLOPS, JEAN and STORM, now in their X-Men uniforms, are standing next to the door

that is almost invisible in the wall.

Now we HEAR PROFESSOR XAVIER'S VOICE coming from a loudspeaker that we don't

see, and by PANNING around the room, we see a window, about 10 by 5 feet, far above.

The figure behind the pane can hardly be recognized as PROFESSOR X.

PROFESSOR X (V.O.)

This room has been designed to measure

and train your specific abilities. It will adjust

to your level of skill and therefore always be

one step ahead of you. Oh, and you can't beat

it, if you were going to ask this. You will train

here so that you succeed in a real battle.

You are here to learn and grow, not to become

self-confident. There is no way that the machine

can be overpowered or outwitted.

STORM

Why do you call it Danger Room?

All of a sudden, sharp blades extend from the cone, and the thing starts rotating, first very

slowly.

PROFESSOR X (V.O.)

Because it can be quite dangerous in there.

Be on guard, children.

STORM, JEAN and CYCLOPS seek cover when the cone's rotation accelerates, and when

(more)

CONTINUED:

they learn that they have to keep moving to dodge the blades, Cyclops starts shooting laser

beams at the metal construction. Blades are cut off and start flying through the room, closely missing the three X-Men.

CYCLOPS

Jean, can you catch the blades and divert

them so that they don't move into our direction?

JEAN

I can try.

JEAN raises her hands and protects them from the flying blades that CYCLOPS shoots off

the cone, but now we see that where gaps are created in the arms of the machine, new

blades grow almost instantly.

CYCLOPS

It's a Hydra!

JEAN

It's useless, Scott! They are growing faster

than you can cut them off.

CYCLOPS desperately looks at the cone, and when he blasts a good piece away from the

top of the machine, we see a

CLOSE ON A TUBE from which cooling liquid drips and freezes whatever it touches.

CYCLOPS

Already giving up? Storm, freeze it!

STORM'S eyes turn all white, and her coat fills out with a wind that doesn't come from the

machine. Static energy creates little blue flashes of lightning around her head, and around

the top of the cone, snowflakes that are torn-away bits of the cooling liquid whirl faster and

faster until they create a solid shell of ice around it that grows downwards until the cone

looks like a giant stalactite. With an unpleasant screeching sound, the cone slows down, and

its rotation comes to a halt.

STORM

This was too easy.

They stand tensely and expectantly, and really, seemingly from out of nowhere, laser beams

flash all around them, some of them hitting the cone and melting the ice shell off. The floor

gets all slippery from the water, and the three X-Men struggle to stay on their feet while

dodging blades and laser beams.

CYCLOPS slips and falls, and although JEAN tries to give him a telekinetic push to get him

out of the line of fire, a laser beam hits his leg and leaves a smoking mark on his uniform.

CYCLOPS screams in surprise and gets on his feet, not seeing the blade that is coming right

his way from behind. JEAN sees the peril coming, but can't do anything.

JEAN

Scott, watch out!

CYCLOPS turns around, but the blade is already so close that he can't dodge it. Just before

it can decapitate him, the machine stops, and also the laser beams don't buzz around them

anymore.

We see a CLOSE-UP on CYCLOPS'S NECK where the blade had stopped from full swing,

so close to his neck that it touches his skin.

CONTINUED (2):

CLOSE ANGLE on CYCLOPS who pants heavily, trying not to make a false move.

PROFESSOR X (V.O.)

Well done! You did a marvellous job for the first time.

With a SOUND that resembles Wolverine's SNIKT, the blades vanish inside the cone, the

water trickles away into the floor within a split second, and the room looks as peaceful as

before.

CYCLOPS, JEAN and STORM stand like frozen, looking around as if waiting for more

surprises to come.

FADE OUT





FADE IN: INT. A MEDICAL LAB ROOM IN THE SUBLEVELS OF THE SCHOOL - DAY

Wearing civilian clothes again, JEAN treats a small burn wound on SCOTT'S thigh. He is

sitting on a slab, only wearing shorts and sunglasses. ORORO is leaning on a table nearby,

following the conversation.

SCOTT

He's going to kill us before we even get

out of this place!

JEAN

I don't think so, Scott.

ORORO

This machine makes us use our brains

as well as our gifts, and it's not designed

to kill anybody, Scott.

SCOTT

I still don't think this is a good idea.

We'll be fighting real people, not machines.

JEAN

It might be the best training we can get.

SCOTT

We should be working on a plan instead.

JEAN puts down her instruments and touches Scott's shoulder.

JEAN

Scott, we all know what you went through

in Sinister's orphanage. What he did to you

is just as inhuman as what has been done to

Logan. But we need to know what Magneto

and Sinister are going to do. Unless we

know their plans, we can't think of one

ourselves.

ORORO

I think what he means is that we should act,

not react. But Scott, this would mean we're no

better than them.

CONTINUED:

SCOTT

If it helps us get rid of them, I couldn't care less

about morals.

JEAN

Please. The Professor knows what he's doing.

Trust him.

SCOTT

We'll see.

FADE OUT





INT. JEAN'S ROOM - NIGHT

We see JEAN'S image in a mirror as she is trying to close the fastener of a necklace behind

her neck.

We HEAR a KNOCKING at the door.

JEAN

Come in!

Still looking into the mirror, we see the door open behind her. LONGSHOT comes in.

LONGSHOT

Hi. I hope I'm not disturbing…

JEAN

No, please come in. Can I help you?

LONGSHOT

Actually, yes. All this talk about the X-Men,

your mission to protect innocent humans

and so on, this really sounds great. But I feel

useless. I want to be part of it.

While he was talking, LONGSHOT has approached Jean and is now standing behind her, a

little to the right.

JEAN

Professor Xavier wants to chart your abilities

before you can join us on our missions.

LONGSHOT

I'd undergo any examination, however painful,

to do something useful again.

JEAN

(smiles)

Now this won't be necessary. There are only

a few tests we have to do on you.

(beat)

Meanwhile, could you help me? I don't

seem to be too dexterous tonight.



CONTINUED:

LONGSHOT steps closer and takes the ends of the necklace. All of a sudden, we see the

white in his eyes, and with a short sound of surprise, he makes a small step forward and

leans on Jean's shoulders.

JEAN stands up and supports him.

JEAN

Are you okay?

LONGSHOT

(astounded)

Scott gave this to you.

JEAN

Yes, but how do you know?

LONGSHOT

I have no idea. When I touched it, I

could suddenly see its past. This has

never happened before.

JEAN

Actually you're too old to develop new mutant

skills. This is strange. I wonder if this has

anything to do with my own PSI talents.

LONGSHOT

No matter how, but I can tell you that this

guy really loves you. Keep him.

LONGSHOT gives Jean a look that shows that he knows more than he just told her, and

JEAN returns a little smile.



INT. PROFESSOR XAVIER'S OFFICE - SHORTLY AFTER

PROFESSOR X sits in his wheelchair in front of his desk, with JEAN and LONGSHOT

standing in front of him.

PROFESSOR X

Psychometric powers? How very unusual.

And this is the first time you noticed that

you have this gift?

LONGSHOT

Yeah.

JEAN

It's possible that there is so much PSI

power concentrated in this place that it

somehow triggered an ability that has

been there before and that has maybe

just been buried.

PROFESSOR X

A reasonable theory.



CONTINUED:

LONGSHOT

Professor, I know that I'm new and all,

and I shouldn't be running around asking

for things, but as I told Jean, I want to

be part of the team.

PROFESSOR X

(smiles)

I was already wondering when you would

ask. You are so keen on helping people

that it was a matter of time until you would

want to be an X-Man.

LONGSHOT

(carefully)

So?

PROFESSOR X

Jean, if you take him downstairs, I think

there should be a new uniform that would

fit him perfectly.

JEAN nods with a smile, then she leaves the room, dragging an enthusiastic LONGSHOT

behind her who is leaning over the desk and seemingly doesn't want to let go of Professor

Xavier's hand.

When the door has closed, we see a CLOSE ON PROFESSOR X whose smile fades and is

replaced by a pensive expression.

PROFESSOR X

With this enemy outside, we need all the

luck we can get.

FADE OUT



INT- THE SCHOOL'S ENTRANCE HALL - NIGHT

The hall is empty and quiet. Suddenly we HEAR the ROARING OF AN ENGINE and

SCREECHING tires as a car stops outside.

The door is torn open, and LOGAN comes inside, obviously very agitated. He marches down

the hallway, fiercely running his hand through his hair several times. At one point, he stops

and seems to think about turning around and leaving again, but in this instant, the lights

upstairs are switched on, and on the upper end of the staircase, MARIE and ALISON

appear. MARIE'S face brightens up as she recognizes Logan.

MARIE

Logan!

MARIE runs down the stairs, followed more slowly by ALISON, and flings her arms round his

neck. LOGAN doesn't return the hug but even winces a little.

LOGAN

Hi Kid.

MARIE notices that there is something wrong with him, and steps back.



CONTINUED:

MARIE

What is it?

LOGAN

Nothin', Kiddie. I'm just tired.

LOGAN turns to go up the stairs, and MARIE quickly takes off the dog tags he gave her

before he left and that she has been wearing around her neck, and holds them up.

MARIE

Wait! You said you'd be back for these.

LOGAN

Keep 'em.

(beat)

(lowly)

I may not be finished yet.

LOGAN now walks up the stairs, past ALISON who gives him a funny look.

MARIE stares at his back, grasping the dog tags tightly. ALISON comes down to her and

lays an arm around her shoulder.

ALISON

Let him get some sleep. I'm sure he'll be

easier to talk with tomorrow.

MARIE

Yeah, probably.

They walk back up the stairs, and we

FADE OUT



FADE IN: INT. MARIE'S ROOM - MORNING

CLOSE ANGLE on MARIE'S upper body and face as she wakes up. After she has opened

her eyes, she looks insecure for a moment, trying to recall something that happened the

night before. Then she smiles and pulls her blanket off.

MARIE quietly stands up, obviously trying not to wake her roommate. In her nightshirt and

barefoot, she sneaks out of the room.

CUT TO:



INT. A CORRIDOR IN THE SCHOOL - SHORTLY AFTER

MARIE stands in front of a door and knocks. When there is no reply, she knocks again.

MARIE

Logan?

MARIE knocks again. When there still is no answer, she carefully opens the door.

CUT TO:



INT. LOGAN'S ROOM - CONTINUED ACTION

We see Logan's empty room, looking at the door across the bed.

The door is opened, and MARIE looks inside.

MARIE

Logan? Are you there?

MARIE looks around, and the camera FOCUSES on the BED when MARIE sees the file

lying on the mattress, marked with an "X".

MARIE comes closer, and after looking around again, she drops on the bed and takes the

file, fiddling around with it, but not opening it. Suddenly the picture of Logan that was

attached to the first page falls out.

MARIE looks at the picture, then opens the file to put it back inside. Suddenly her eyes

widen, and she starts to read, leafing through the file quickly once, then starting all over

again. Her eyes fill with tears, and she looks at the door like she expected to see Logan

come inside any moment. She closes the file with a jerky movement, drops it and stands up,

moving towards the door.

MARIE

(still looking for him, now sounding scared)

Logan!



INT. A CORRIDOR IN THE SUBLEVELS OF THE SCHOOL - DAY

JEAN stands there, dressed in her black uniform, apparently waiting for somebody, and after

a second, a sliding door opens with a HISS, and LONGSHOT comes out wearing his

uniform.

LONGSHOT

So, what am I wearing this for? We

tried it last night, and it fits.

JEAN

Today we are going to find out how you

move in it. Follow me.



INT. ANOTHER CORRIDOR - CONTINUED ACTION

JEAN walks down the corridor, followed by LONGSHOT. Suddenly, a loud ROW and

METALLIC CLANKING and SCREECHING is HEARD.

Both people stop.

LONGSHOT

What's that?

JEAN

I don't know.

JEAN starts running, and LONGSHOT tries to keep pace.





INT. THE DANGER ROOM'S CONTROL ROOM - SECONDS LATER

PROFESSOR X is sitting in his wheelchair in front of the window to the Danger Room.

SCOTT stands beside him, his face serious.

The door is opened, and JEAN and LONGSHOT burst inside.

JEAN

What's going on?

SCOTT

(wryly)

Logan has discovered the Danger Room.

JEAN and LONGSHOT walk closer to the window. Here is what they see:



VIEW INTO THE DANGER ROOM

WOLVERINE is raging through the room, wearing jeans and a shirt. His claws extended, he

runs around like a madman, uttering rough yells as he strikes for the blades and other

weaponry that the machine offers. He totally ignores the laser beams that buzz around him

and leave scorched spots on his skin and clothes.

VIEW AT THE SPECTATORS

LONGSHOT

Who's that guy?

JEAN

What is he doing?

SCOTT

(dryly)

Taking the Danger Room apart.

PROFESSOR X

I don't know why he is so furious, but it might

have to do with what he found out in Canada.

We should let him let off some steam.

LONGSHOT

He'll hurt himself.

SCOTT

Doesn't matter. And I'm not saying this

because I don't like him.

JEAN

(to LONGSHOT)

He'll heal within a few seconds.

(to the PROFESSOR)

But Professor, I've never seen him like

this before.

PROFESSOR X

Neither have I. I will talk to him as soon as

he is finished in there.



CONTINUED:

VIEW AT WOLVERINE IN THE DANGER ROOM as he is taking a deep breath, waiting for

the next attack.

FADE OUT



FADE IN: INT. THE DANGER ROOM - LATER

SCOTT, JEAN and LONGSHOT look at the remains of the machine that has literally been

chopped into slices in some places. Metal lies on the ground everywhere, and there are

deep scratches and even holes in the walls.



SCOTT

Thanks to Logan, there'll probably be no

training today.

LONGSHOT

(looking at the blades)

I've got to admit I'm glad to hear that.

JEAN picks up a sharp piece of metal, and when she runs her finger over it, we see that it is

blood-covered.

JEAN

I wonder what is driving him like this.

CLOSER ANGLE ON JEAN holding the metal part, and we

FADE OUT.



INT. PROFESSOR XAVIER'S OFFICE - DAY

PROFESSOR X behind his desk, and LOGAN walking up and down in the room.

LOGAN

Don't you see? I'm a machine, a monster.

I'm a living weapon, designed to kill. I don't

belong here. I can't stay.

PROFESSOR X

You are agitated. You -

LOGAN

Oh yeah? Agitated, huh? Hm, let's see:

a man without memory, running free, but

having no control whatsoever over the rage

that was planted into him. A danger to the

lives of everybody around. Correct me if

I'm wrong, but I think

(shouts)

I have a right to be agitated!

LOGAN leans on the desk, and PROFESSOR X, who obviously doesn't understand what

Logan is talking about, makes a placating gesture.



CONTINUED:

PROFESSOR X

Please, calm down. Don't make any

overhasty decisions. Stay here for a

few days, and we'll try and help you.

LOGAN

Help me, help me. It's not always that

easy, Professor. You may be psychic,

but you're not almighty, you know.

There are some things even you can't

change.

(beat)

And I'm one of them.

LOGAN fiercely turns around and heads for the door.

PROFESSOR X

Logan!

LOGAN opens the door, rushes out and slams it shut behind him.

CLOSE ON THE PROFESSOR who looks stunned and concerned.



EXT. THE SCHOOL'S YARD - AFTERNOON

BACK VIEW of LOGAN sitting on an erratic block in a quiet area of the school's yard.

MARIE approaches him from behind.

MARIE

(carefully)

Logan?

LOGAN

You're better off somewhere else, Kid.

MARIE

I want to be here now. And my name is

Marie, not Kid.

LOGAN turns his head and looks at her, mild amusement shimmering through his serious

and worried expression.

LOGAN

Suddenly grown up, huh?

MARIE climbs up onto the rock and sits down beside him.

MARIE

Still running?

LOGAN

Can't run away from this.

MARIE

That's what I used to think, too.



CONTINUED:

LOGAN

What do you mean?

MARIE

My so-called gift. I thought it was a curse

until I met you and the Professor.

I'm learning now. Learning to control this

power, to use it in the right way.

LOGAN

Yes, it works with some people.

MARIE

It can work with you, too.

LOGAN

(gives her a sharp look)

What are you talking about?

MARIE

I - didn't mean to snoop around, but I -

saw it.

LOGAN

You were in my room. I should have known.

LOGAN jumps from the rock and quickly walks away.

MARIE climbs down from the rock.

MARIE

Logan!

The firm tone of her voice makes him stop, but he doesn't turn around.

MARIE

How can you just walk out on us?

Now LOGAN turns around.

LOGAN

(angry yet surprised)

Walk out on you?

MARIE

Yes. We need you. You can't just leave

us alone here.

(beat)

Where do you want to go, anyway?

LOGAN

I'll find a place.

LOGAN turns away and walks down the path.

MARIE reaches for the dog tags under her shirt.

MARIE

(whispering)

But your place is here.

CONTINUED:

CLOSE ON MARIE holding the tags through her shirt.

FADE OUT



INT. MARIE'S ROOM - SHORTLY AFTER

ALISON is lying on her bed when MARIE opens the door and comes inside, still holding the

dog tags, now over her shirt.

ALISON

He's gone, huh?

MARIE drops on the bed, staring at the ceiling.

MARIE

He promised to protect me.

(beat)

He promised. And now he just walked away.

MARIE looks at ALISON with tears in her eyes.

ALISON stands up and drops on Marie's bed beside her. Carefully she strokes her hair,

cautious not to touch her skin. As MARIE starts to weep, we

FADE OUT.



INT. PROFESSOR XAVIER'S OFFICE - LATER THAT DAY

PROEFSSOR X. sitting at his desk, writing something down when a KNOCKING at the door

is HEARD.

PROFESSOR X

Come in, Rogue.

MARIE comes inside and sits down on a chair in front of the desk.

PROFESSOR X

I take it that you want to talk about Logan.

MARIE

Did he talk to you?

PROFESSOR X

Yes, but he didn't tell me much, and it was

all rather incoherent. I know quite a few things

through my research, though. How much

do you know?

MARIE

I'm afraid I might know more than you do.

And I'm scared.

PROFESSOR X

For yourself?



CONTINUED:

MARIE

For Logan.

MARIE pulls a file out from under her shirt and puts it on the table.

MARIE

He left this here.

PROFESSOR X opens the file and starts to read. After a while, he looks at Marie.

PROFESSOR X

This confirms my worst misgivings.

Marie, I know that you want to, but we

can't look for him and get him back now.

He wouldn't return of his own free will,

not yet. Please call the others. They have

a right to know why Logan won't be with us

in the battle that's ahead of us.

FADE OUT





INT. THE WAR ROOM - NIGHT

STORM, CYCLOPS, JEAN, ROGUE, LONGSHOT and PROFESSOR XAVIER (in this order)

have gathered around the table. The file marked with "X" is lying on the table in front of the Professor.

LONGSHOT

They created their own little team of

sleepers? Scary.

PROFESSOR X

And it is probably the reason why Logan

left in such a hurry. He's afraid of what he

doesn't remember. All he knows is that he,

together with a handful of other pitiable men,

was taken away his memories, with

fragmentary false memories implanted

instead. His already fierce nature was rid

of the control given to humans, so as to

make him a merciless killer when his time

would come. I believe that he and the others

were chosen because of the mutation they

have in common - the ability to heal quickly

that also slows their aging process. It was this

mutation that let them survive the implantation

of the adamantium that was apparently crafted

to the skeleton of each subject.

SCOTT

Those sleepers could be programmed years

and years in advance.

STORM

Do we know who the other men are,

and if they are still alive?

CONTINUED:

PROFESSOR X

We don't, but Logan might. The experience

of being confronted with his past might trigger

some memories. The problem is that neither

he nor we know if they are true or false.

JEAN

Would it be possible for you to scan his

memories and help him remember?

PROFESSOR X

If he comes back, I can try. It might be

necessary for us to combine our powers,

as the barrier blocking his memories is

very strong. Yet, whatever we find might

still be an implanted memory.

ROGUE

(lowly)

He must feel so lonely.

LONGSHOT who is sitting next to Rogue puts an arm around her.

LONGSHOT

He'll be fine. And he'll come back. Hey, he'd

be a fool to stay away from you longer than

necessary.

ROGUE returns a grateful smile.

FADE OUT.



INT. MARIE'S ROOM - NIGHT

ALISON is sitting at her desk writing something, her back to the door. When the door opens

behind her, she doesn't look up at first.

ALISON

Where have you been all day?

Now ALISON looks up, to see MARIE enter the room with LONGSHOT standing outside.

ALISON

Oh.

LONGSHOT

(overlapping)

Will you be okay?

MARIE

Yes, thanks.

LONGSHOT

Good night.

LONGSHOT pats MARIE'S shoulder and nods at ALISON.



CONTINUED:

MARIE

Night.

MARIE drops on the bed, and ALISON turns back to her notepad.

ALISON

He's very caring.

MARIE

Yes, he is.

ALISON

Does he like you?

MARIE

I think so - oh, you mean °like°.

Don't know.

ALISON

Hm. Do you like him?

MARIE

Yes.

ALISON

I mean, do you °like° him?

MARIE

Maybe. A bit.

MARIE looks at the ceiling, and we see a CLOSER ANGLE ON ALISON who puts down her

pen, on her face a mixture of happiness for her friend and sadness / envy.

FADE OUT.



INT. A HALLWAY IN THE SCHOOL - NIGHT

The hallway is empty, except for SCOTT who is trying to keep pace with PROFESSOR

XAVIER'S wheelchair.

SCOTT

All I'm saying, Professor, is that we

should think about a pre-emptive strike.

PROFESSOR X

The answer is no, Scott. Until now,

there haven't been any signs that Magneto

and Essex are planning something.

SCOTT

You can't be serious. Two of the most

vicious mutants in the world join forces,

and you seriously believe they don't

have some wicked plan in mind?





CONTINUED:

PROFESSOR X

I don't say they haven't, but we can't

attack them because they might scheme.

I don't want to see you in a fight that was

caused simply and solely by mutual aversion,

even though I understand your hatred.

SCOTT

So we're the ones who keep the peace?

But at what price? What if they attack °us°?

The PROFESSOR stops his wheelchair and thus forces SCOTT to stop as well and listen to

him.

PROFESSOR X

We will be prepared.

(beat)

°You° will be prepared.

SCOTT

(lowly)

You better be right.

SCOTT walks away in the opposite direction. We follow him for a second from XAVIER'S

POV.



EXT. A STREET IN DOWNTOWN NEW YORK - NIGHT

Although it is already dark, there are still quite a few people on the streets. Suddenly, people

on the sidewalk are pushed aside by a huge figure that we soon recognize as

SABRETOOTH. Walking behind him are SINISTER, RIPTIDE and a TALL MAN who has

somewhat reptile-like features. They are walking quickly and in a manner that looks like they

knew exactly where they were going.

And really - they steer towards the entrance of an upper-class hotel.

CUT TO:



INT. HOTEL LOBBY - NIGHT

The lobby is crowded with journalists, and a desk has been set up at the far end of the hall.

A sign near the door reads "Senator Gear Speaking Tonight". A man who we realize

must be GEAR is standing behind the desk, talking to a few JOURNALISTS.

The door is flung open, and the bunch of mutants comes inside, led by SINISTER. They walk

through the lobby and straight towards GEAR. All heads turn toward them, and TWO

BODYGUARDS in black suits step beside Gear.

The mutants stop about two yards away from the desk, and SINISTER nods at the TALL

MAN.

SINISTER

Tusk. Would you please…?

TUSK nods and clenches his fists. He starts to shake a little, and out of his back, little

creatures that look exactly like the mutant pop and drop to the ground.

CONTINUED:

THE BODYGUARDS seem insecure. With drawn weapons, they look at what is happening,

unsure whether the strange incident means any danger to their protégé.

All of a sudden, the LITTLE TUSKS pounce on THE BODYGUARDS who react too slowly.

Within seconds, they have been disarmed and brought down by the little creatures. We don't

see them as they disappear behind the table.

SABRETOOTH walks towards the SENATOR and seizes him by his throat.

SINISTER

Your political course is steering this country

directly into disaster. Don't you think it's

time to

(beat)

change gear?

SINISTER nods at SABRETOOTH who grabs the Senator's throat even tighter. GEAR

breathes stertorously for a second, then slumps in Sabretooth's grasp.

SINISTER turns towards the reporters who instinctively step back.

SINISTER

I couldn't help the pun. Please forgive me

if it was too blatant.

SINISTER takes a bow and nods at Sabretooth again.

SABRETOOTH drops GEAR who limply falls on the table and lies there with his face down.

THE LITTLE TUSKS return to TUSK and climb up his back to vanish below his skin.

SINISTER walks towards the door, and SABRETOOTH, RIPTIDE AND TUSK follow him outside.

Some of the journalists helplessly bend over the Senator while others assume position in

front of their cameramen and start talking into their microphones frantically.



FADE IN: EXT. REMOTE AREA OF XAVIER'S SCHOOL'S YARD - NIGHT

LONGSHOT strolls down a path, his hands in his pockets. Suddenly we HEAR A FEMALE

VOICE SINGING, very lowly at first. LONGSHOT raises his head and looks around, trying to

locate the source of the sound. He then walks a few steps and stops at a tree, hiding behind

it while he looks at something o.s.

LONGSHOT'S POV:

ALISON sits on a small rock with closed eyes. She sings the same sad tune that we have

heard in the dark street in Chicago, just without accompanying herself on a guitar. A soft red

glow illuminates her face, but there is no light source around.

CLOSE ON LONGSHOT'S FACE that is half in the shadows behind the tree. There is

fascination and a trace of surprise in his face, and then his expression turns pensive.

FADE OUT.





EXT. A SNOWY LANDSCAPE IN THE CANADIAN WILDERNESS - DAY

We PAN OVER A SNOW-COVERED FOREST until we see a small cabin from whose

chimney smoke emerges.

Still SLOWLY PANNING, we HEAR the SOUND OF WOOD BEING CHOPPED.

CLOSE-UP ON A PIECE OF WOOD falling to the ground.

Now we see a BACK VIEW of WOLVERINE in jeans and a grey t-shirt with cut-off

sleeves, who is putting another piece of wood on a trunk with his left hand. His right hand

hangs loosely at his side, and we don't see it. Only when he raises his hand for a back

swing, we see that he is not holding an axe, but has extended one of his claws to chop the

wood.

While WOLVERINE is working, we CIRCLE him until we see a giant heap of chopped wood

behind him, stacked up at the wall of the house. We realize that he doesn't need all the wood

to get through the winter but is rather seeking diversion.

Now from the front, we see WOLVERINE work so frantically as if it was a matter of life and

death to get the whole forest reduced to small pieces. He is not sweating, but the clouds that

his fast breath forms show how exhausted he already is.

After a while, WOLVERINE raises his right hand, and with a rough yell, he slams his claw on

the piece of wood so fiercely that also the trunk is neatly cut in half. WOLVERINE retracts his

claw, walks a few steps and heavily drops on a bigger trunk nearby.

We ZOOM OUT from above until he is merely a tiny spot amidst the overwhelming

landscape of the mountains.





EXT. THE YARD OF XAVIER'S SCHOOL - DAY

ORORO and ALISON are standing on the lawn. ORORO hangs up a target on a branch of a

tree and walks over to Alison.

ORORO

Okay, try again.

ALISON

It's useless. It won't work.

ORORO

Remember what I told you. Don't spend

yourself. Picture your hands as a

floodgate, and open the gate only a little bit.

ALISON

Sounds so easy when you say it.

ALISON takes a deep breath and shakes briefly like a young dog. Then she raises her hands

and hums, and we see the well-known red glow between her hands. All of a sudden, a bright

beam of light shoots towards the target and literally evaporates it.

ALISON

No!

(to ORORO)

I told you it wouldn't work.

Before ORORO can reply anything, LONGSHOT enters the scene from behind.

CONTINUED:

LONGSHOT

Looked good to me.

LONGSHOT looks at the target.

LONGSHOT

Wouldn't let you light the grill, but the

visual impression is excellent.

ALISON

That's not funny.

LONGSHOT

(seriously)

Wasn't making fun of you.

(to ORORO)

May I borrow her for a while?

ORORO nods.

LONGSHOT offers Alison his arm.

LONGSHOT

Come on, let's talk.

ALISON takes his arm, and they walk away.

CUT TO:



EXT. ANOTHER PART OF THE SCHOOL'S YARD - SHORTLY AFTER

ALISON and LONGSHOT are sitting on the back rest of a bench, their feet on the seat.

LONGSHOT

Could you try to explain to me how

exactly this fireball thing works?

ALISON

Somehow I can turn sound into light, or

some kind of energy.

I don't really understand it, but this

seems to be the core of it.

LONGSHOT

So that's why you do this humming thing?

ALISON

Yes.

LONGSHOT

Uh, wait a sec.

(beat)

Could it be that there's already enough

sound around?

ALISON

What do you mean?

CONTINUED:

LONGSHOT raises his index finger to his mouth and thus gestures ALISON to be quiet.

They sit in silence for a while, and we HEAR CHILDREN LAUGHING, FOUNTAINS

RIPPLING, BIRDS SINGING, THE WIND BEING CAUGHT IN THE TREES and MORE NATURAL SOUNDS.

LONGSHOT

It's never completely quiet.

(beat)

Pick a sound. Any sound. Focus on it

and picture what it would look like if it

was pure light. Hold it just between two

fingers of your hand.

LONGSHOT puts together the index finger and thumb of his left hand as he speaks.

ALISON gives him an insecure look and closes her eyes.

We HEAR ALL SOUNDS FADE EXCEPT FOR THE CHIRPING OF A SINGLE BIRD as we

ZOOM IN ON ALISON'S FACE.

ALISON raises her right hand in front of her face, bringing her index finger and thumb close

together. A tiny ball of reddish light appears between them, and ALISON opens her eyes.

LONGSHOT smiles at ALISON, and she smiles back, surprised and happy. ALISON opens

her hand and softly blows at the little ball of light, and it leaves her hand and rises about two

feet into the air before it explodes in a tiny shower of red light that looks like miniature

fireworks.

ALISON hugs LONGSHOT, but all of a sudden she releases him and gives him a sheepish

smile.

ALISON

Thank you.

LONGSHOT

My pleasure. Well done, Songbird.

ALISON

Songbird?

LONGSHOT

I heard you last night.

ALISON

(surprised)

I thought there had been nobody around.

LONGSHOT

(sheepishly)

I didn't want to disturb you. I hope you're

not angry with me.

ALISON

Uh, no.

(beat)

Did you like it?

LONGSHOT

Yes.

CONTINUED (2):

We see ALISON and LONGSHOT for another few seconds, sitting quietly, before we

CUT TO:



INT. MARIE'S ROOM - SHORTLY AFTER

MARIE is sitting at her desk with several physics books in front of her.

The door opens, and ALISON comes inside, a happy smile on her face. She walks over to

her bed and jumps onto it, landing flat on her back.

ALISON

Ain't life great?

MARIE looks up.

MARIE

Sometimes.

(beat)

Anything you want to tell me?

ALISON

(hesitates)

No.

(beat)

Just having a blast of a day. Look!

ALISON raises her index finger, and on its tip, a tiny reddish light ball appears. She flicks it in

the air, and it bursts into another little firework.

MARIE stands up, dashes over to ALISON and hugs her.

MARIE

You can control it. That's fantastic!

A KNOCKING ON THE DOOR IS HEARD.

MARIE and ALISON

Come in!

LONGSHOT opens the door. He looks at the two girls who both return an expectant look.

LONGSHOT

Hi.

(beat)

I just wanted -

(beat)

Ah, never mind.

LONGSHOT retreats and closes the door behind him.

Both girls look at the door, and MARIE is the first to turn to her friend again, seeing that

ALISON obviously has a crush on Longshot.

ALISON now looks at Marie, realizing that her feelings are all too visible for her.

ALISON

You like him, too, huh?

CONTINUED:

MARIE

He likes you.

ALISON

You don't know that.

MARIE

I can see it.

ALISON

He seemed pretty irresolute to me.

MARIE takes ALISON'S hand, which reminds us of her gloves again.

MARIE

I told you what happened to the

first boy I kissed.

ALISON looks away, very uncomfortably.

MARIE

You want to know if I like him? I do,

and very much so. But don't you see

the point?

MARIE releases ALISON and raises her hands, showing her gloves.

MARIE

You learned to control your powers.

I still have a long way to go, and sad

as it is, I'll have to go it alone.

ALISON

(lowly)

Not all alone.

ALISON embraces MARIE, and the two girls sit on the bed, obviously very moved, without

the previously noticeable subliminal tension between them.





INT. A CORRIDOR IN THE SCHOOL - SAME TIME

LONGSHOT hastily walks down the corridor and is approaching the staircase leading

downwards when JEAN appears at the top of the stairs.

JEAN

Something happened.

CUT TO:



INT. THE WAR ROOM - SHORTLY AFTER

PROFESSOR X, SCOTT AND ORORO are sitting at a table. JEAN AND LONGSHOT come

inside, walk over to the table and sit down as well.



CONTINUED:

PROFESSOR X

As we are present in full number now,

I want to show you something that

happened at the Royal Hilton last night.

PROFESSOR X presses a button on a remote control, and a rectangular tile at the wall turns

into a TV screen. It shows the incident at the hotel. When the camera turns on a reporter

who comments the events, we PAN to PROFESSOR X.

PROFESSOR X

For those of you who haven't met him yet -

the leader of this group of mutants is

Dr. Nathaniel Essex, also called Sinister.

He is a brilliant scientist, unfortunately with

the wrong aims. Other than his genius,

his gifts include an exceptional control over

his body's molecules that allows him to

change shape, among other things.

LONGSHOT

Well, choosing a silver skin certainly makes

him eccentric then. Who are the others?

PROFESSOR X

They are all mutants. The tallest of them

is called Sabretooth, an old acquaintance

of ours. We thought him dead after our last

encounter, but apparently he survived,

which means that in addition to his abnormal

strength, he must possess healing abilities

similar to those that are given to Logan.

The other tall mutant that produced smaller

duplicates of himself was called Tusk by

Sinister. I don't know if this is his only ability,

but even so, he appears dangerous to me.

His duplicates seem to have intelligence

and act on their own yet together, which

means that if you fight him -

LONGSHOT

(overlapping)

You fight a whole bunch of -

(beat)

- "hims".

PROFESSOR X

Yes. The last mutant is unknown to me

as well. I don't know his name or what he

is capable of, so if you meet him, be very

careful.

LONGSHOT

Meet him? You mean, we finally get out

on the street?

PROFESSOR X hits another button on the remote, and a different TV report appears on the

screen, showing a JOURNALIST in front of another hotel.



CONTINUED (2):

JOURNALIST

…that Senator Jameson has been missing

from his hotel room since this morning. The

police remain silent about the circumstances

of his vanishing, but according to sources

within the hotel, he might have been abducted

by the same people who murdered Senator

Gear last night. The politicians who are visiting

New York for the conference that will take place

in three days are scared, some have even

announced their departure. Nobody knows what

we are dealing with. Is it a mad serial killer?

Maybe, but probably not. Looking at the culprits,

it seems to be certain that this is a vengeance

campaign led by mutants who don't approve

the government's course. And may God help

us when they are finished with the politicians.

ORORO

He's killing the leading politicians?

SCOTT

One after another. And all mutantkind

is blamed.

JEAN

Why should he do this?

PROFESSOR X

The question that is on my mind is -

why would Magneto do this? His declared

goal is a world that is safe for mutants.

SCOTT

Don't you think he would kill for this?

He's done it before.

PROFESSOR X

Certainly, but this doesn't make any sense.

It's simply not Magneto's line of action. He

is far more - subtle when he wants to achieve

something, and he must know that openly

killing politicians and, moreover, making it

obvious that mutants are responsible, doesn't

help his cause. No, I'm afraid this is Sinister's

plan. I feel very uncomfortable sending you out

there, but we must stop the killing.

LONGSHOT

Hey, wait. Are you telling us that the Senators

aren't necessarily what Sinister wants? You

mean, we're running directly into a trap?

PROFESSOR X

Honestly, I don't know. It might very well be a

trap, but it is also possible that he is really

planning to replace the whole government,

perhaps with his own people.



CONTINUED (3):

SCOTT

Who would be…?

PROFESSOR X

I have no idea. However, if this is his plan,

the conference in three days will be where

we will find him.

LONGSHOT

We'll need one heck of a plan, Sir. There are

hundreds of politicians attending the conference,

50 of them - okay, 48 of them - senators from

all over the States. If we screw it, this is gonna

be a disaster.

PROFESSOR X

I know. And this is why the training in the Danger

Room might just not be enough.

SCOTT

What are we going to do?

PROFESSOR X

In the days remaining until the conference,

we have to protect the other politicians

from Sinister and his men.

SCOTT

Excuse me? As Longshot just said, there

are hundreds of them that will attend the

meeting.

JEAN

Yes, but many of them haven't arrived yet.

Most of those who already are in town live

in the same hotel. This makes it a lot easier

to guard them.

SCOTT

What are you going to do meanwhile,

Professor?

PROFESSOR X

I need to talk to somebody who might know

more about this than we do.

FADE OUT



EXT. CENTRAL PARK, NEW YORK - AFTERNOON

It is a cold but clear day. Many strollers slowly make their way through the park, especially

many mothers with young children.

CLOSER ANGLE ON PROFESSOR X who is sitting in his wheelchair beside a bench whose edge we see.

PROFESSOR X

I am glad you could make it here.

CONTINUED:

Now we see that there is somebody sitting on the bench. It is Erik Lehnsherr.

ERIK

Why do you want to talk with me?

PROFESSOR X

Is it not obvious?

ERIK

The killings.

PROFESSOR X

Why?

ERIK

Don't ask.

PROFESSOR X

I have to know. Erik, this can't be what

you want. A world in which mutants are

understood and respected, hasn't that

always been your goal?

ERIK

Among other things, yes.

PROFESSOR X

So what did those people have to die for?

What is Sinister planning?

ERIK

Be careful, Charles. This is all I can tell you.

PROFESSOR X

Why are you working together with him?

Because he freed you? What did he promise

you? Freedom for all mutantkind? Erik, you

know Essex. Even if he keeps his promise,

it will have an awful price, one that might

destroy you.

ERIK looks at a YOUNG WOMAN that's passing by, pushing a baby carriage with an

exceptionally cute little baby inside.

ERIK

Look at those two. What a peaceful image.

A young mother with her child. She cares for

it, protects it from all peril. Don't you think

she wants it to grow up in joy?

(beat)

The pursuit of happiness. A right guaranteed

to all Americans - be it that they are different

by birth. Could you tell if this baby is a mutant?

And if it is, do its genes make it less human?

Charles, we are the ones who know best that it

is not your genotype that is responsible for your

humanity.

ERIK looks after the YOUNG WOMAN that is now walking away from them.

CONTINUED (2):

ERIK

What if somebody can promise you that what

has happened before will not happen again?

Would you not be willing to pay a price, however

high it might be? Charles, I don't want to have

to wear a star on my chest again.

(beat)

Not if I can help it.

ERIK stands up, and seemingly from out of nowhere, a NURSE appears that looks exactly

like we would picture MYSTIQUE if she wasn't all blue.

ERIK

Be on guard, Charles. And have a close eye on

Jean Grey.

ERIK and MYSTIQUE walk away, and PROFESSOR X remains at the bench, looking very

serious and thoughtful.

FADE OUT



INT. THE BLACKBIRD ROOM - NIGHT

JEAN, CYCLOPS, STORM AND LONGSHOT are preparing to leave, all wearing their

uniforms. Suddenly a sliding door opens, and PROFESSOR X comes inside.

PROFESSOR X

Jean, you will stay here.

CYCLOPS

What?

JEAN

(overlapping)

Why?

PROFESSOR X

Whatever Sinister is planning, it has to

do with you. I don't know how, though,

and until I know, you will stay at the

school where you are safe.

JEAN

But Professor -

PROFESSOR X

Jean, please.

JEAN bows her head and walks over to the Professor, away from the Blackbird.

CYCLOPS

How are we supposed to fight like this?

We are three people, and one of us doesn't

have any experience in battle. We'll have

to protect a whole hotel full of politicians.



CONTINUED:

PROFESSOR X

I trust in your abilities, Scott. You have an

exceptional talent to coordinate and to

overview dangerous situations, that is why

you are the leader of the X-team.

CYCLOPS nods silently and walks towards the Blackbird. JEAN quickly comes after him and

turns him around. She gives him a soft kiss.

JEAN

Be careful.

CYCLOPS

(smiles)

Sure. You too.

Meanwhile, STORM and LONGSHOT have entered the Blackbird. CYCLOPS follows them,

and the hatch closes.

JEAN and PROFESSOR X leave the room, and the sliding door closes behind them. The

engines of the Blackbird are started.

CUT TO:



EXT. THE SCHOOL'S BASKETBALL COURT - CONTINUED ACTION

The ground shakes, a large hatch slides open, and the Blackbird emerges from the

basement, hovering over the ground for a second before it shoots right up into the nightly

sky.





INT. A CORRIDOR IN THE SCHOOL - NIGHT

JEAN walks beside PROFESSOR X'S wheelchair.

JEAN

Can't you tell me what's so dangerous

that I can't leave the school? And why me?

PROFESSOR X

I only know that for some reason it is you

that Sinister wants. I will try to find out

more, but until then, we are in a difficult

situation. With Cyclops and Storm on a

mission, the school is less protected than

I feel comfortable with. I will contact Logan,

maybe he is ready to come back.

JEAN

Is there anything I can do?

PROFESSOR X

All I can give you is an administrative order.

There have been rumours of a mutant sighting

in Europe. The mutant is said to be quite (more)

(cont'd)

powerful. Please try to find out who he is and

what his gift is, and perhaps persuade him to

visit us.

JEAN

(dryly)

All this without leaving the school.

PROFESSOR X

I have to admit I am trying to keep you busy.

But please do me the favour. It is all we can

do right now.

JEAN

Of course.

JEAN takes PROFESSOR XAVIER'S hand and presses it gently, then she walks down the

corridor.

CUT TO:



INT. PROEFSSOR XAVIER'S OFFICE - SHORTLY AFTER

PROFESSOR X holds a little device that looks somewhat like a mixture of the pocket

Cerebro and a cell phone and presses some buttons.

CUT TO:



INT. A CABIN IN CANADA - SAME TIME

LOGAN is sitting on the ground in front of the fireplace, his legs crossed, and stares at the

flames.

CLOSE on his ears as he seems to HEAR something. He stands up and walks towards

the door.

CUT TO:



EXT. THE CABIN- CONTINUED ACTION

We see the cabin, its windows illuminated from inside, and the pick- up standing a few yards

away from the door. Something inside the car is flashing blue.

The cabin's door opens, and LOGAN comes outside. With heavy steps, he trudges through

the snow and towards the car. He tears the door open and glances inside.

CUT TO:



INT. LOGAN'S CAR - CONTINUED ACTION

LOGAN is leaning inside the car and staring at something that looks almost like a radio but is

now flashing blue. After a second, he presses a button and starts to read the message that

(more)

CONTINUED:

appears on the display and starts with "LOGAN - SERIOUS PROBLEMS - SCHOOL

UNPROTECTED -" - at that point, we PAN away from the communications device and to

LOGAN'S FACE who looks insecure and then angry. He tears the device out of its place and

flings it outside.

CUT TO:



EXT. THE CABIN - CONTINUED ACTION

We see the device fly through the air and crash to the ground where the flashing stops after

a second. LOGAN walks away from the car and back toward the cabin.

CUT TO:



INT. THE CABIN - CONTINUED ACTION

The door is opened, and LOGAN is about to walk inside when he suddenly stops. The

astounded expression on his face is illuminated by the flickering fireplace.

CUT TO:



INT. PROFESSOR XAVIER'S OFFICE - SAME TIME

PROFESSOR X is sitting behind his desk, his eyes closed, obviously very concentrated.

CUT TO:



INT. THE CABIN - CONTINUED ACTION

LOGAN is still standing in the doorframe. The expression on his face turns from

astonishment to desperate anger as he walks inside and slams the door shut.

LOGAN

(shouts)

Leave me alone!

CUT TO:



INT. PROFESSOR XAVIER'S OFFICE - CONTINUED ACTION

PROFESSOR XAVIER still behind his desk, his eyes closed.

PROFESSOR X

(whispers)

I'm sorry. I can't. Logan, we -

CUT TO:



INT. THE CABIN - CONTINUED ACTION

LOGAN holds his head with both hands as if he was in physical pain.

PROFESSOR X (V.O.)

(echoing)

- need you.



LOGAN

(shouts)

No!



He turns around, still holding his head, and looks at the flames in the fireplace. Suddenly, the fire seems to come to life. Shapes form that look like faces - faces that Logan knows too well.



LOGAN'S POV:



CLOSER ANGLE AT THE FIREPLACE as a hazy image of JEAN'S FACE appears. Though the image is not very clear, we see that she is in pain. A man that we recognize as SINISTER reaches out for her and pulls her towards him.



LOGAN stretches out his hand and reaches for the flames, getting so close to them that he actually burns his hand.



LOGAN

(whispers)

No.



LOGAN slowly pulls his hand back, and as he clenches his fist, we see how his wounds

heal. Then he fiercely turns around and walks towards the door. He goes outside and closes

the door behind him.

We HEAR AN ENGINE that is being started and then roars up.

CUT TO:



INT. PROFESSOR XAVIER'S OFFICE - CONTINUED ACTION

THE PROFESSOR opens his eyes and puts his hands on the table. Sweat glistens on his

forehead, and he looks very exhausted.

PROFESSOR X

Thank you.

FADE OUT





EXT. THE ROOF OF A HOTEL IN NEW YORK CITY - NIGHT

The roof is dark and quiet until we HEAR THE SOUND OF THE APPROACHING

BLACKBIRD. Seconds later, it comes into sight and softly touches down on the roof. The

engine is turned off, and everything is as silent as before.

CUT TO:



INT. THE INSIDE OF THE BLACKBIRD - NIGHT

LONGSHOT, STORM AND CYCLOPS are sitting each in their seats. CYCLOPS releases

his breath as if he had been very tense before.

LONGSHOT

Nice landing.

SCOTT

(grins)

I practiced.

CUT TO:



INT. THE HOTEL'S ELEVATOR SHAFT - NIGHT

CYCLOPS, STORM AND LONGSHOT (in this order) rope down through the shaft and stop

in front of a closed elevator door. CYCLOPS directs a brief laser beam at a case beside the

door, and the door slides open. CYCLOPS sticks his head through the frame and looks left

and right.

CYCLOPS' POV:

THE CORRIDOR TO THE LEFT - it is empty and quiet.

THE CORRIDOR TO THE RIGHT - same thing.

CYCLOPS

(lowly)

The coast is clear. Come on.

CUT TO:



INT. THE CORRIDOR - SECONDS LATER

CYCLOPS, STORM AND LONGSHOT quietly walk down the corridor and try a few doors.

When they find one that is not locked, they slip inside.

CUT TO:



INT. A HOTEL ROOM - CONTINUED ACTION

LONGSHOT closes the door and releases his breath.

LONGSHOT

Now we're inside, but how do we find out

if Sinister and his gang are here?

CYCLOPS raises his hand. On his wrist, the pocket Cerebro is attached.

CYCLOPS

Professor Xavier is going to continually

scan the hotel. If he finds any of the other

mutants' signatures, he will send the data

to the handheld device, and we can

detect them.

CONTINUED:

LONGSHOT

Ah. And what do we do until then?

CYCLOPS

We wait.

CUT TO:



INT. THE CEREBRO ROOM - NIGHT

PROFESSOR X is connected to Cerebro, and in this instant, the room changes. Through fog

that slowly clears up, we see a room in which obviously a dinner party is taking place. We

pass several people as if we were walking through the crowd, and stop at a man, dressed in

a black suit, who is talking to some others, laughing every now and then.

CLOSE ON THE PROFESSOR

PROFESSOR X

Sinister?

We see another short image of the same man, who doesn't look like Sinister at all.

CUT TO:



INT. THE HOTEL ROOM - LATER

LONGSHOT is lying on a couch watching TV while STORM AND CYCLOPS are standing

ready for action.

Suddenly the pocket Cerebro goes off with low beeps and a flashing red light.

CYCLOPS looks at the device.

CYCLOPS

Got him.

LONGSHOT jumps up.

LONGSHOT

Well then, what are we waiting for?

CYCLOPS

He's in the lobby. We have to change.

That is, you have to change.

LONGSHOT

Pardon me?

CUT TO:



INT. THE HOTEL ROOM - SHORTLY AFTER

We see a CLOSE-UP ON A BOW-TIE that is in this instant fastened by STORM. We ZOOM

OUT until we recognize that the man dressed in the suit is LONGSHOT.

CONTINUED:

STORM

You look great, we should just do

something about the hair.

LONGSHOT

I don't think this is a good idea.

CYCLOPS

You're the only one of us who can get

down into the lobby without causing a

panic. Except from your - hair, you fit

right into the party.

LONGSHOT runs his hand through his hair that looks rather wild.

LONGSHOT

Can't have everything.

STORM

It will have to do.

CYCLOPS gives LONGSHOT the pocket Cerebro.

CYCLOPS

You will need this. If you detect him,

try and get him up here. He doesn't

know you, so maybe you can outsmart

him.

LONGSHOT

Is this our plan?

CYCLOPS

Well - yes.

LONGSHOT

How well-prepared we are. Ah, maybe

we're lucky. I think I have another plan.

LONGSHOT gives a boyish grin and walks towards the door.

CUT TO:



INT. THE HOTEL'S LOBBY - SHORTLY AFTER

The room looks like we have seen it in the Cerebro room. It is festively decorated, and men

who can only be politicians, and also a few women, stand around having drinks and small-

talk.

LONGSHOT enters the room, wearing a page uniform that obviously doesn't fit him. He

looks at his wrist and then around, and we follow his look PANNING THROUGH THE

ROOM until we see the man from Xavier's Cerebro vision.

LONGSHOT straightens himself and marches towards the man.

LONGSHOT

Excuse me, Sir.

CONTINUED:

THE MAN turns around.

MAN

Yes?

LONGSHOT

Sir, I'm terribly sorry to interrupt you,

but there seems to be a problem in

your room.

MAN

Oh yes?

LONGSHOT

Yes, and I'm afraid we need you to

correct this.

MAN

Certainly.

The MAN turns back to his conversation partners.

MAN

I beg your pardon. I will be back with

you in a few minutes.

The OTHER GUESTS nod, and the MAN follows LONGSHOT.

CUT TO:



INT. AN ELEVATOR IN THE HOTEL - NIGHT

LONGSHOT AND THE MAN both stand facing the door.

MAN

So what exactly is the problem you

were talking about?

LONGSHOT

I think it has to do with vermin, Sir.

I was only sent to pick you up.

MAN

Vermin, aha.

THE MAN looks down at LONGSHOT.

CLOSE VIEW AT LONGSHOT'S WRIST where we can clearly see the pocket Cerebro.

MAN

Did you really think you could fool me?

LONGSHOT winces, but still keeps up his disguise as a page.

LONGSHOT

Pardon, Sir?



CONTINUED:

MAN

Your poor try to take me captive.

Whose idea was this? Xavier's?

Do you think you can protect the

politicians like this?

While he was talking, the MAN turned towards LONGSHOT.

LONGSHOT backs away but soon hits the wall of the elevator cage. The MAN slowly follows

him, and while he moves, his face changes and turns all silvery.

SINISTER

Give Xavier my greetings. He has

to send more than a hollow-boned

mutant greenhorn to even make the

game interesting for me.

SINISTER brings his face close to LONGSHOT'S.

LONGSHOT'S eyes widen with surprise and fear, and blood starts dripping from his nose.

LONGSHOT

(strained)

We'll get you.

SINISTER

(grins)

Certainly.

(beat)

Good night.

LONGSHOT moans lowly and slumps against the wall.

CUT TO:



INT. A ROOM IN THE SCHOOL'S SUBLEVELS - NIGHT

JEAN GREY is sitting in front of a whole bunch of computer monitors and other devices. She

hits several keys and looks a bit frantic. As the chair has wheels, she can push it between

the several computers and even halfway through the room while staying seated as she is

doing ten things at a time.

Suddenly one of the devices, a very futuristic looking thing, starts to beep.

JEAN heaves a relieved sigh.

JEAN

Finally.

JEAN picks up a headset and puts it on her head.

JEAN

Yes?

CUT TO:



INT. COLOGNE / BONN AIRPORT IN GERMANY - CONT. ACTION - DAWN

We see a MAN standing at a phone in a crowded hall in the Cologne / Bonn airport. Through

a large window, we see a concrete place and the taxiway with several big airplanes, and as

the sun is rising, it is reflected on the metal skins of the planes.

The MAN wears a trench coat, gloves some of whose fingers seem oddly limp, and a hat

that he has pulled deep down over his face so that we see only a shadow.

MAN

I was told to call you.

CUT TO:



INT. THE COMPUTER ROOM - CONTINUED ACTION - NIGHT

JEAN

Yes. We heard that you need a

place to stay.

CUT TO:



INT. THE AIRPORT - CONTINUED ACTION

JEAN (V.O.)

Did they give you the palmtop?

The MAN reaches inside his coat pocket.

MAN

Yes.

CUT TO:



INT. THE COMPUTER ROOM - CONTINUED ACTION

JEAN

I will now transfer the necessary data.

JEAN presses another button.

JEAN

Your new identity and the flight ticket

are now ready. In less than eight hours,

you will be in safety in the United States

of America.

CUT TO:



INT. THE AIRPORT - CONTINUED ACTION

The MAN looks up as a troop of MILITARY POLICE appears further down the hall,

apparently looking for somebody. Still, we don't see his face as he looks in the opposite

direction.



INT. THE AIRPORT - SAME TIME

One of the SOLDIERS shows a picture that we don't see to several people.

SOLDIER

Wir suchen einen gefährlichen Mutanten.

Haben Sie diesen Mann gesehen?

The SOLDIER looks up and sees the man in the trench coat stand at the telephone.



INT. THE TELEPHONE - CONTINUED ACTION

MAN

America, Europe, I could not care less

as long as I am out of here. Thank you

so much, Fräulein.

CUT TO:



INT. THE COMPUTER ROOM - CONTINUED ACTION

JEAN

(smiles)

Never mind. We are glad to help you.

Good luck, Herr Wagner.

WAGNER (V.O.)

Thank you.

We HEAR a CLICK as the line is cut, and JEAN smiles and leans back.

CUT TO:



INT. THE AIRPORT - TELEPHONE - CONTINUED ACTION

WAGNER hangs up and turns around, suspiciously regarding the soldiers that have come

closer. As he lifts his head, we see that his face is covered with blue fur, and that his eyes

have a soft yellow glow. He pulls his hat even deeper into his face and casually walks

towards the check-in area.



INT. THE AIRPORT - CONTINUED ACTION

The SOLDIER puts the picture into his pocket and makes his way through the crowd of

people, towards the telephone. When he looks at the booth, it is empty.

FADE OUT





INT. A CORRIDOR IN THE HOTEL - NIGHT

CYCLOPS AND STORM are waiting in front of the elevator.

CONTINUED:

CLOSE-UP ON THE DIGITS OVER THE ELEVATOR DOOR - they count up to "22", and

then a soft "ping" announces that the cage has stopped at this level.

CYCLOPS

Showtime.

CLOSE ANGLE ON THE ELEVATOR DOOR as it opens. Inside the cage, LONGSHOT

lies in a corner, blood covering his face below his nose.

VIEW AT STORM

STORM

Longshot!

VIEW AT THE ELEVATOR CAGE

STORM rushes forward and kneels down beside Longshot.

CYCLOPS

Is he okay?

STORM looks up.

STORM

I think so. He's alive and breathing.

(to LONGSHOT)

Hey, can you hear me?

LONGSHOT slowly opens his eyes.

LONGSHOT

Yes.

STORM

You okay?

LONGSHOT

Yeah.

LONGSHOT gets up, supported by STORM and CYCLOPS, then wipes the blood from his

face and grins.

LONGSHOT

Guess I was lucky. Folks, let's get

out of here.

CUT TO:



INT. THE BLACKBIRD - NIGHT

CYCLOPS, STORM AND LONGSHOT are sitting in their seats. LONGSHOT looks like he's

had it, but he doesn't seem too frustrated.

CYCLOPS

So what exactly happened?



CONTINUED:

LONGSHOT

It was Sinister. The bastard knew what

we were trying to do, and he - did

something to me. I don't know what it

was. He just looked at me, and I

somehow must have passed out.

CYCLOPS

He was one step ahead of us.

STORM

Maybe not only one step.

CYCLOPS

We need a new plan. And above all, we

need to know what he is planning.

CUT TO:



EXT. LIBERTY ISLAND - NIGHT

Only a few ships are on the water, and everything is quiet and peaceful until the

BALCKBIRD nosedives towards the surface and is pulled out only in the last instant. It rises

again and dashes off into the darkness.

FADE OUT





INT. A LAB ROOM IN THE SCHOOL'S SUBLEVELS - NIGHT

LONGSHOT is sitting on a slab while JEAN examines him and ORORO, SCOTT and THE

PROFESSOR stand nearby and watch.

JEAN points a flashlight at his eyes, and LONGSHOT turns his head away.

LONGSHOT

I told you I'm fine.

JEAN turns towards the PROFESSOR

JEAN

For all I can say, there is nothing

wrong with him.

PROFESSOR X

(to LONGSHOT)

You were lucky.

LONGSHOT

(grins)

That's what I'm saying.

PROFESSOR X

Nevertheless, you should get some rest.

The next days will be hard. The same

(more)

(cont'd)

goes for you - Scott, Ororo.

(to JEAN)

I need to talk to you.

LONGSHOT, ORORO and SCOTT leave the room, and PROFESSOR XAVIER turns to

JEAN.

PROFESSOR X

I'm not yet sure, but I think everything

that Sinister did was supposed to lure

you out of the school.

JEAN

But why should he want me?

PROFESSOR X

Your gift. Right now, your powers are not

yet fully developed, but I don't even dare

to estimate your full potential. He has been

experimenting with human and mutant DNA

in the past, so he might want your DNA.

JEAN

What for?

PROFESSOR X

I'm afraid to say it, but he has been trying to

create a kind of superior mutant.

JEAN

He wants to combine several powers in

one super-mutant?

PROFESSOR X

One that he preferably has control over, yes.

JEAN

Oh my God.

PROFESSOR X

Yes.

We see a CLOSE-UP ON THE PROFESSOR as we

FADE OUT.





EXT. A TERRACE OUTSIDE THE SCHOOL BUILDING - DAY

It is early morning. The sun has only just risen, and the day is still young.

PROFESSOR X and JEAN are having breakfast together on the terrace. They are sitting at a small round table.

JEAN

Running all those tests didn't help us

very much. Unless we know whose DNA

he wants to combine mine with, we have

(more)

(cont'd)

no idea what powers the - result might

possess.

PROFESSOR X

(smiles)

Well, at least it made us stay up long

enough to see this beautiful sunrise.

JEAN

(smiles)

Yes.

Suddenly a RINGING SOUND IS HEARD, and on a small panel at the table, lights flash up.

PROFESSOR X

(astounded)

We have a visitor?

JEAN rises from her chair, putting her napkin down with a sheepish smile.

JEAN

I completely forgot about him. I believe

it is somebody you'll be pleased to meet.

CUT TO:



EXT. THE SAME TERRACE - SHORTLY AFTER

THE PROFESSOR is still sitting in the same spot.

JEAN comes outside accompanied by WAGNER.

JEAN

Professor, I'd like you to meet Kurt

Wagner.

WAGNER

Professor Xavier, I believe. It's an

honour to meet you.

PROFESSOR X

The honour is all mine. I heard you

were in some trouble in Germany?

WAGNER

Yes. I don't know how you found me,

but I'm very grateful that you offer

me shelter here.

PROFESSOR X

Yet I have to admit that my offer was

not completely selfless. Please, sit down.

WAGNER takes off his hat to reveal a face that is covered with blue fur, plus pricked ears,

short-cut blue hair and yellow eyes, and sits down.

JEAN takes a seat as well.



CONTINUED:

PROFESSOR X

This school was created to educate,

support and protect young mutants.

Right now, though, we are dealing

with an extremist group that kills

politicians but actually means to attack us.

WAGNER

So no country is actually safe for us.

(beat)

Did you bring me here to fight? I'm not

a fighter, and I would never kill.

PROFESSOR X

The choice is yours. I hoped that you might

help us, but of course, this is not your battle.

You are more than welcome here, but I can't

promise that you will be safer here than you

were in your home country.

WAGNER

If you allow, I would like to stay here,

at least for a while. I may not be a fighter,

but I hope I can be of some use

nevertheless.

WAGNER smiles, we see a CLOSE-UP ON XAVIER who smiles and nods, and we

FADE OUT



INT. THE SCHOOL'S GARAGE - NIGHT

All vehicles except from Logan's pick-up are in the garage, but there are no people present.

Then we HEAR THE SOUND OF AN ENGINE, and the PICK-UP is steered onto a free spot.

CUT TO:



INT. LOGAN'S CAR - CONTINUED ACTION

LOGAN turns the ignition key, and the engine goes out. Despair on his face, he heavily leans

on the steering wheel before he straightens himself and opens the door.

CUT TO:



INT. A CORRIDOR IN THE SCHOOL - SHORTLY AFTER

LOGAN walks down the corridor and opens a wall panel that leads into an elevator cage.

After a short look inside, he closes it again and instead walks up the stairs.

CUT TO:





INT. MARIE'S ROOM - SECONDS LATER

The lights are turned off, and MARIE and ALISON are each lying in her bed, seemingly

sleeping.

The door is quietly opened, and LOGAN looks inside, his face only illuminated by the light

coming through the window. He looks at Marie first, then at Alison. Seeing that they are both

asleep, he slowly draws his head back.

MARIE

(whispers)

Are you back?

LOGAN hesitates, then comes inside, quietly closing the door behind him. He kneels down

beside the bed, and MARIE sits up.

LOGAN

Yes, I'm back.

MARIE

Then you might need these.

MARIE reaches under her nightshirt and pulls out the dog tags. LOGAN takes them and puts

them around his neck.

LOGAN

Thanks for taking care of them.

MARIE

Was the least I could do.

(beat)

You staying this time?

LOGAN

Yes.

(beat)

Yes, I think so.

MARIE hugs LOGAN.

LOGAN

I got work to do, Kid. There are

some mutants here who can't seem

to take care of their own problems.

MARIE

(smiles)

Guess you should help them out then.

LOGAN

See ya.

MARIE

Night.

(beat)

And Logan - my name's Marie. Not Kid.

LOGAN

(smiles)

Yeah.

LOGAN stands up and walks outside, closing the door behind him.

CONTINUED:

We see a CLOSE-UP on MARIE who smiles happily.

CUT TO:



INT. THE WAR ROOM - SHORTLY AFTER

It is the same room in which Xavier showed his men the TV clips about the killings.

XAVIER, STORM, CYCLOPS, JEAN, LONGSHOT and WAGNER are sitting around the

same table.

The door opens and LOGAN comes inside.

CLOSE on JEAN whose face is lit up by a smile.

PROFESSOR X

Ah, Logan. Good to have you back.

LOGAN

Couldn't let you have the fun all alone.

LOGAN looks around.

LOGAN

What the heck's been going on here?

Talk about population explosion. Anybody

mind introducing me to those guys?

PROFESSOR X

Our new team members are Longshot

and Kurt Wagner alias Nightcrawler.

LOGAN

(to NIGHTCRAWLER)

Cool hair.

NIGHTCRAWLER

Likewise.

LOGAN grins and sits down beside JEAN, giving her another suggestive smile.

CYCLOPS draws a face.

LOGAN

(to PROFESSOR X)

Well then, what are we up to?

PROFESSOR X

Tonight there will be a conference of

politicians who are to decide the fate

of our country, or at least that of the

mutant population. Sinister and Magneto

are planning something that will supposedly

change the government's course. We

have to stop them. Whatever their plan

is, we must make sure they don't succeed.

CONTINUED:

LOGAN

Sounds like a plan to me.

(beat)

One thing, Professor.

PROFESSOR X

Yes?

CLOSE ON LOGAN

LOGAN

Do I have to wear this uniform?

CUT TO:



INT. ANOTHER ROOM IN THE SCHOOL'S SUBLEVELS

The X-Men get dressed:

CLOSE ON STORM'S SHOULDERS as she attaches her coat

CLOSE ON CYCLOPS' EYES as he takes off his sunglasses and puts on his visor

CLOSE ANGLE ON LONGSHOT as he hangs a small brown bag over his shoulder

CLOSE ANGLE ON WOLVERINE as he zips up the jacket of his uniform. He smiles as it fits

perfectly.

CLOSE ON WOLVERINE'S HANDS - he puts on his gloves that have little tubes on their

back that allow his claws to extend. WOLVERINE looks at his gloves and extends his

claws. The tubes are measured perfectly.

WOLVERINE

Cool.

NIGHTCRAWLER helplessly holds up his uniform. WOLVERINE looks at him until he

discovers his tail and understands.

WOLVERINE

Watch your fingers.

WOLVERINE makes a quick movement towards the uniform NIGHTCRAWLER is holding.

CUT TO:



INT. THE SAME ROOM - SHORTLY AFTER

NIGHTCRAWLER zips up his uniform, turns around and moves his tail that easily fits

through a small hole in the back of the uniform. He lashes it like a whip and gives a satisfied

smile.







INT. THE BLACKBIRD - NIGHT

CYCLOPS, JEAN, STORM, WOLVERINE, LONGSHOT AND NIGHTCRAWLER each have

a seat, but it looks somewhat crowded.

WOLVERINE

Next time, we should get a bigger jet.

CYCLOPS

(looking at WOLVERINE)

Yeah, or somebody will have to go on foot.

WOLVERINE

(to LONGSHOT who's sitting beside him)

I don't know why, but he loves me.

(beat)

Luck, huh? Nice upgrade for the team.

Got any siblings looking for a job?

CYCLOPS is wearing his visor, but we can literally see him roll his eyes.

CUT TO:



EXT. NEW YORK'S SKYLINE - CONTINUED ACTION

The BLACKBIRD dashes over the city, heading for the conference hall.

FADE OUT





INT. SINISTER'S "WORKSHOP" - NIGHT

It's a huge hall that looks like a mixture of a hangar and a computerized control room. Two

jets that resemble the Blackbird are standing in the centre.

SINISTER, TUSK, VERTIGO, FOXBAT AND RIPTIDE are in the hall. SINISTER looks at

some computer screens while VERTIGO is standing beside him. TUSK and FOXBAT work

on the jets, and RIPTIDE works at a keyboard.

ENTER MAGNETO, SABRETOOTH AND MYSTIQUE

SINISTER looks up and smiles.

SINISTER

Ah, are you ready? We are almost finished

here.

MAGNETO

And you are certain that the adjustments

have eliminated the rejection?

SINISTER

Absolutely. The mutational process has

been slowed down considerably. This

means that you won't see any immediate

success, but the weak human bodies don't

- disintegrate as they did before with your

(more)

(cont'd)

unfortunate device. My changes also

eliminated the spectacular yet quite

conspicuous light effect. They won't even

know what struck them. All they will feel

might be a tingling sensation, but they will

think it's a cold draught.

(laughs)

MAGNETO

I would have liked to see your statement

proven before we test the device in the field.

SINISTER

As I told you, the change takes its time.

The experiment with Jameson should have

taken place earlier. However, he will be the

first to get the benefit of our combined genius.

CUT TO:



INT. A DARK ROOM IN MAGNETO'S MANSION - SAME TIME

The room is nearly empty. All we can recognize is a bed in a corner with a figure lying on it.

We slowly ZOOM IN ON THE PERSON until we recognize a skeleton-like body that is not

moving. Immediately, we assume that it is JAMESON, and that he is dead.

The face that looks like that of a mummy is twisted in an expression of agony, the eyes and

mouth wide open. Suddenly the person blinks once and utters a low moan without moving in

any other way.

CUT TO:



INT. MAGNETO'S JET - NIGHT

MAGNETO, SABRETOOTH AND MYSTIQUE are sitting in their seats. SABRETOOTH is

steering the jet. MAGNETO is wearing his helmet that protects his mind from being

detected or scanned by Xavier.

We HEAR SINISTER'S VOICE through the communications system.

SINISTER (V.O.)

It's time to part now, friend.

MAGNETO

Part?

SINISTER (V.O.)

While you care for the deployment of

the device, I will pay a visit to the school.

I told you what I want. If you and your

people fail to get the sample, we will

need a lever.

MAGNETO switches the radio off.



CONTINUED:

MAGNETO

(whispers)

Charles.

MAGNETO takes his helmet off.

MAGNETO

I know you better than you know

yourself. Now don't disappoint me.

CUT TO:



INT. THE CEREBRO ROOM - NIGHT

XAVIER is wearing the Cerebro headset. Suddenly, he opens his eyes in astonishment.

PROFESSOR X

Erik.

CUT TO:



INT. MAGNETO'S JET - NIGHT

MAGNETO sits with closed eyes.

SABRETOOTH turns back to Magneto.

SABRETOOTH

Where are we heading?

MAGNETO

No change of plans. The hotel.

SABRETOOTH turns back to the navigation controls.





INT. SINISTER'S JET - NIGHT

SINISTER, VERTIGO, TUSK, FOXBAT AND RIPTIDE each in their seat, with Sinister

steering the jet.

SINISTER is wearing a helmet that closely resembles the one Magneto uses to wear.

SINISTER

Ready or not.

(beat)

Rather not.

CLOSE-UP ON SINISTER grinning.







EXT. THE HOTEL ROOF - NIGHT

TWO JETS simultaneously land on the roof, one of them the Blackbird, the other one

Magneto's jet.

Doors open, and out of both gliders, the teams climb.

Tense silence as they stare at each other.

WOLVERINE extends his claws.

MAGNETO takes a step forward, towards the X-Men, raising his hands in a placating

gesture.

MAGNETO

Please leave.

WOLVERINE

(laughs)

I don't think so. Looks like you're

(beat)

outnumbered?

WOLVERINE looks around searching for the rest of the evil mutants.

WOLVERINE

What's going on here?

MAGNETO

Sinister is on his way to the school.

You must choose.

CYCLOPS

Choose between what?

MAGNETO

Save the politicians that are going to

destroy your lives, or save the man

who saved you.

WOLVERINE

Bastard!

WOLVERINE rushes forward but is stopped by MAGNETO'S force field.

MAGNETO

I am not going to hurt anybody. They

will all enter a new stage of their physical

life. But I cannot speak for Sinister.

CLOSE ANGLE ON CYCLOPS as he obviously tries to make a decision.

MAGNETO

If you don't leave now, I will have to put

your Blackbird out of action. You will not

be able to get back to the school in time.

CYCLOPS looks at JEAN AND STORM, his expression sad.

CYCLOPS

(lowly)

Attack.

CONTINUED:

In the same instant, CYCLOPS opens his visor and shoots a beam at MYSTIQUE who easily

dodges it.

MAGNETO raises his hand, and from inside the Blackbird, sparks and blue flashes of

lightning can be seen.

WOLVERINE falls backward and is literally nailed to the ground as his claws are stuck in the

concrete.

STORM'S eyes turn all white, and wind springs up.

SABRETOOTH takes a few large steps towards STORM and seizes her by the throat.

MYSTIQUE changes into her favourite shape as WOLVERINE and attacks LONGSHOT

whose eyes widen with surprise upon seeing her shape-shift.





INT.THE CEREBRO ROOM - NIGHT

PROFESSOR X takes off the Cerebro headset. Suddenly the whole room is shaken by strong vibrations. PROFESSOR X looks up.

PROFESSOR X

Sinister.





INT. MARIE'S ROOM - SAME TIME

MARIE and ALISON are lying in their beds when suddenly vibrations make the building

tremble. Both girls sit up.

ALISON

What's that?

MARIE

I don't know. Come on, out of here.

MARIE AND ALISON stand up, quickly put on jeans and run out of the room.

CUT TO:



INT. A CORRIDOR IN THE SCHOOL - CONTINUED ACTION

Several students are standing on the corridor, puzzled and scared. One of them, a boy that

we recognize as BOBBY, discovers MARIE and quickly walks towards her.

BOBBY

Marie! What's going on?

MARIE

Don't know. Let's find the Professor.

The students rush down the corridor, led by MARIE, BOBBY AND ALISON.





INT. ENTRANCE HALL OF THE SCHOOL - CONTINUED ACTION

The students come run down the stairs and stop abruptly when they see something o.s.

This is what they see:

SINISTER, VERTIGO, FOXBAT AND RIPTIDE are standing in the lobby. The white

moonlight is reflected on SINISTER'S silvery skin. He is still wearing his helmet.

SINISTER

(to the students)

Hello, children.

SINISTER nods at TUSK.

SINISTER

(to the students)

Would you please join us down here?

TUSK produces about a dozen smaller duplicates of himself who climb up the stairs and encircle the students.

BOBBY raises his hand and shoots a cold blue beam at one of the SMALL TUSKS who

freezes immediately.

SINISTER

What a hot-headed young man.

Ah, wrong choice of words. But

never mind.

SINISTER raises his hand towards BOBBY, and BOBBY slumps and falls down the stairs.

MARIE runs down the stairs toward Bobby and kneels down beside him. When she lifts his

head, we see that his nose is bleeding.

ALISON starts humming, and between her hands, a very bright reddish glow gets stronger.

Then a blinding ray of light dashes towards SINISTER and goes right through his chest,

hitting the wall behind him.

SINISTER smiles.

CUT TO:



EXT. THE HOTEL'S ROOF - NIGHT

LONGSHOT ducks, and right above his head, a glistening claw cuts through air.

LONGSHOT

Your other shape was far more

attractive, lady.

MYSTIQUE/WOLVERINE smiles and raises her left hand, beckoning LONGSHOT closer

with one claw. LONGSHOT returns the smile and raises his fists.

JEAN raises her hands and parts them, and SABRETOOTH'S grasp around STORM'S neck

is loosened until she comes free. SABRETOOTH turns around and growls at JEAN.

CONTINUED:

CYCLOPS touches his visor to open it, but MAGNETO makes a casual gesture, and it is torn

from his face. After shooting a beam right into the sky, CYCLOPS closes his eyes.

NIGHTCRAWLER sees the visor fly towards the edge of the roof.

NIGHTCRAWLER

Verdammt!

NIGHTCRAWLER dives after the visor, right over the edge of the hotel's roof. STORM runs

after him.

STORM

No!

STORM bends over the edge, searching for NIGHTCRAWLER.

STORM'S POV:

Nothing unusual can be seen at the hotel wall. Suddenly, a blue tail appears under a window

ledge, and a second later, NIGHTCRAWLER appears, climbing up the wall like a fly.

NIGHTCRAWLER looks up at STORM and grins.

NIGHTCRAWLER

How's it going, Fräulein?

NIGHTCRAWLER climbs the rest of the distance, and with one last leap, he is back on the

roof.

WOLVERINE is still nailed to the ground but tries to pull his claws from the concrete.

SABRETOOTH attacks JEAN, but she gives him a telekinetic push, and he flies backward.

LONGSHOT rolls away from another of MYSTIQUE'S attacks and gets to his feet.

LONGSHOT

(to nobody in particular)

Could somebody please help me

out here?

STORM'S eyes turn white again, and wind springs up.

MYSTIQUE/WOLVERINE raises one of her hands to hit Longshot, and a bolt of lightning

winces downward from the dark sky, striking the middle claw. MYSTIQUE is pushed back

and lies on her back unmoving.

LONGSHOT

(to STORM)

Well, thanks.

SABRETOOTH sees that NIGHTCRAWLER, standing at the edge of the roof, has Cyclops'

visor, and jumps at him. NIGHTCRAWLER dodges him and gives him a heavy push that

flings him over the edge. Nightcrawler bends over the handrail.

NIGHTCRAWLER'S POV:

SABRETOOTH is clinging to a ledge, his claws boring into the concrete.

VIEW AT NIGHTCRAWLER from below (SABRETOOTH'S POV):



CONTINUED:

NIGHTCRAWLER

Too many bad guys hanging around

here.

NIGHTCRAWLER draws his head back.

ON THE ROOF:

MAGNETO makes a gesture, and WOLVERINE rises from the ground. His body hovers

towards the edge of the building.

MAGNETO

Stop it, or he dies.

WOLVERINE

Li'l freefall won't kill me.

MAGNETO

I am not going to drop you.

WOLVERINE'S claws spread and bend upward, and WOLVERINE screams in pain.

MAGNETO

I will pull the adamantium out of your

body, bit by bit.

CLOSE ANGLE ON JEAN who looks scared.

CYCLOPS still stands with his eyes closed and clenched fists.

MAGNETO

Well?

LONGSHOT appears behind MAGNETO and puts one arm around his neck and one hand

under his chin.

LONGSHOT

Well what, old man? Release him.

VIEW AT WOLVERINE who still hovers in the air like crucified, throwing his head back and

screaming in pain. His skin bulges out in some spots, and we realize that Magneto is pulling

the adamantium from his bones.

LONGSHOT increases the pressure on MAGNETO'S neck.

LONGSHOT

Don't think about it too long.

MAGNETO closes his eyes.

VIEW AT WOLVERINE who sinks until he softly touches the ground. He drops to one knee

and bends his head.

LONGSHOT

Good choice.

CLOSE ON JEAN

JEAN

The school!

CONTINUED:

NIGHTCRAWLER hands CYCLOPS his visor, and CYCLOPS puts it over his eyes.

CYCLOPS

We have to get there as fast as possible!

LONGSHOT

But our jet's broken.

CYCLOPS

We'll take theirs.

STORM

He will let us crash as soon as we're

airborne.

CYCLOPS

(grins coldly)

That's why he's coming with us.

CLOSE ON MAGNETO who is still being held by LONGSHOT.

CUT TO:



EXT.THE HOTEL'S ROOF - SHORTLY AFTER

MAGNETO'S JET takes off, and the only person remaining on the roof is MYSTIQUE who

still isn't moving.

CLOSER ANGLE ON THE EDGE WITH THE HANDRAIL - SABRETOOTH'S hand reaches

over the edge and grabs the handrail.

SABRETOOTH pulls himself on the roof, stands up and looks at the jet that vanishes into

the darkness. He throws his head back and growls angrily.

CUT TO:



INT. THE SCHOOL'S ENTRANCE HALL - SAME TIME

SINISTER smiles at ALISON.

ALISON looks at her hands, stunned.

SINISTER

An impressive yet futile attempt, dear.

PROFESSOR X (V.O.)

Leave them alone, Sinister.

CUT TO:

SAME PLACE - CONTINUED ACTION

PROFESSOR X in his wheelchair.

SINISTER smiles.

CONTINUED:

SINISTER

Ah. Professor Charles Xavier. I've been

looking for you.

PROFESSOR X

What do you want?

SINISTER

For now, you. Come with us, and we'll

leave in peace. If you put up resistance,

your students will die.

MARIE

Professor, no!

PROFESSOR X smiles at MARIE

PROFESSOR X

(to MARIE)

Don't worry.

(to SINISTER)

I will come with you. But don't believe you

have won.

SINISTER

Ah, do you really think your pathetic X-Men

will come to the rescue? Oh please.

(beat, looking at the wheelchair)

I take it that bonds won't be necessary.

SINISTER presses a button on a device he is wearing around his wrist, and the wheelchair

rolls towards the exit. Suddenly, the wheelchair stops, and Xavier turns around to look at

Sinister.

SINISTER

But before we leave, don't you want to give

us a guided tour through the interesting parts

of the school, Professor?

(to TUSK)

You guard the glider.

(to FOXBAT and RIPTIDE)

You make sure the students don't get in our way.

SINISTER steers PROFESSOR XAVIER'S wheelchair down the hallway, and he and

VERTIGO follow the vehicle.

TUSK leaves the entrance hall heading towards the yard, and RIPTIDE and FOXBAT

assume position in front of the students.

VIEW AT THE STUDENTS who stand like frozen.

FADE OUT.





INT. MAGNETO'S JET - SHORTLY AFTER

JEAN points at the front window.

CONTINUED:

JEAN

Down there!

VIEW AT THE SCHOOL'S YARD:

SINISTER'S JET is standing on the yard. TUSK guards it.

CYCLOPS

Hold on, everybody.

WOLVERINE

What are you up to now, Cyke?

CYCLOPS pushes the steering wheel forward, and the jet nosedives toward the ground.

WOLVERINE

Wacko.

CUT TO:



EXT. THE SCHOOL'S YARD - CONTINUED ACTION

TUSK looks up as the HOWLING of the JET is HEARD.

THE JET comes into sight.

CLOSE ON TUSK who stares at the sky with a mixture of shock and anger.

CUT TO:



INT. THE JET - SAME TIME

CLOSE ON CYCLOPS

CYCLOPS

Brace yourselves.

CUT TO:



EXT. THE SCHOOL'S YARD - CONTINUED ACTION

The jet is pulled out but crashes right on Sinister's jet.

TUSK dives into cover.



INT. THE SCHOOL'S HALLWAY - SAME TIME

We HEAR A LOUD CRASH from outside, and while RIPTIDE and FOXBAT turn around,

MARIE winks at ALISON who smiles back, and softly touches BOBBY'S cheek who's

coming to.





INT. AN ELEVATOR CAGE IN THE SCHOOL - SAME TIME

SINISTER and VERTIGO are standing behind the PROFESSOR. When the crash of the

glider shakes the building, SINISTER looks up in angry concern while PROFESSOR X

smiles knowingly.





EXT. THE SCHOOL'S YARD - CONTINUED ACTION

A door in the glider opens with a hiss, and one after another, CYCLOPS, STORM, JEAN,

WOLVERINE AND LONGSHOT with MAGNETO climb out.

TUSK looks at his adversaries, his fists clenched. He seems to prepare for an attack, but

suddenly he turns around and runs away, back into the building.

WOLVERINE

I'll get him.

WOLVERINE sets after Tusk, the others following him more slowly.

CUT TO:



INT. THE SCHOOL'S ENTRANCE HALL - CONTINUED ACTION

TUSK comes run into the hall.

RIPTIDE

What was that?

Before TUSK can reply, WOLVERINE enters the hall.

WOLVERINE

Knock, knock.

A beat as he extends his claws.

WOLVERINE

Let's play.

RIPTIDE

Not so fast, wild one.

RIPTIDE nods at TUSK, and he pops a few SMALL TUSKS out of his back who jump at the

students.

RIPTIDE

Move, and the children die.

CYCLOPS, JEAN, STORM and LONGSHOT with MAGNETO enter the hall, trying to get an

overview of the situation.

RIPTIDE, FOXBAT and TUSK turn around to look at the arrivals, and BOBBY, who's fully

conscious now, freezes the SMALL TUSKS without being noticed by anybody but Wolverine.

TUSK winces in the same instant that his little selves are shock- frosted, and WOLVERINE

pounces at him.

CONTINUED:

RIPTIDE and FOXBAT turn back to the students, and Foxbat jumps at BOBBY with a hoarse

yell.

DAZZLER raises her hands, and uttering a war cry, she fires a beam of light at FOXBAT.

The beam hits him in the middle of his leap and evaporates him.

CLOSE ON A FLOOR TILE as ashes trickle to the ground, followed by a single burned

spike.

DAZZLER

Nice try, ugly.

RIPTIDE starts spinning faster and faster, and everybody looks at him without knowing what

to do.

TUSK obviously knows what's happening as he seeks cover behind a low brick wall.

CYCLOPS watches Tusk and turns to his companions.

CYCLOPS

Cover, everybody!

The adult and student mutants seek cover behind furniture respectively the staircase, only

WOLVERINE is standing right beside RIPTIDE.

NIGHTCRAWLER, from a safe point, sees WOLVERINE and the dangerous situation he's

in. Suddenly, a soft BAMF is HEARD, and Nightcrawler vanishes in a yellow cloud.

WOLVERINE concentrates on RIPTIDE and wants to stick his claws into the whirlwind that

he has become, but all of a sudden, NIGHTCRAWLER appears right beside him in a yellow

cloud and with another soft BAMF.

WOLVERINE

(looking at NIGHTCRAWLER)

What the flamin' -

NIGHTCRAWLER seizes WOLVERINE by his jacket and pulls him closer, and with another

BAMF, they vanish, in the very moment that from the whirling RIPTIDE a shower of

Shurikens covers the hall.

CUT TO:



INT. SAME PLACE, BEHIND THE STAIRCASE - CONTINUED ACTION

NIGHTCRAWLER and WOLVERINE reappear behind the staircase, in the same spot where

the students are hiding. Wolverine gazes at Nightcrawler, seemingly unsure what to say.

NIGHTCRAWLER

You're welcome.

WOLVERINE stares at Nightcrawler for another second, then turns around and bends over,

insecurely looking for a hold.

NIGHTCRAWLER looks at the puzzled students and gives a sheepish grin.

NIGHTCRAWLER

Side effect. Still working on that part.

CONTINUED:

WOLVERINE straightens himself and turns to NIGHTCRAWLER.

WOLVERINE

Thanks - I think.

ROGUE

What shall we do now?

WOLVERINE

(to ROGUE)

You kids stay in cover.

(to NIGHTCRAWLER)

Teleporter, huh? Can you get Longshot

an' me up the stairs?

NIGHTCRAWLER

Sure, but why?

WOLVERINE

I've got a plan. Pray that it works.

NIGHTCRAWLER takes WOLVERINE, and with another BAMF, they vanish in a yellow

cloud.

CUT TO:



SAME PLACE - TOP OF THE STAIRCASE - CONTINUED ACTION

WOLVERINE and NIGHTCRAWLER appear, and Wolverine bends over while Nightcrawler

vanishes again.

WOLVERINE

(groans)

Economy class. Yuk.

NIGHTCRAWLER appears with LONGSHOT who immediately turns a shade of green and

grabs for a hold, seizing WOLVERINE by his shirt. Wolverine and Nightcrawler support him.

WOLVERINE

Just breathe, it'll get better.

(to NIGHTCRAWLER)

Back into cover. Come on, get lost, Elf!

NIGHTCRAWLER gives him an asking look but disappears again.

LONGSHOT slowly recovers, and WOLVERINE puts a hand on his shoulder.

WOLVERINE

You feelin' lucky, Bub?

LONGSHOT

(suspiciously)

Why?

WOLVERINE points at the spinning RIPTIDE.

WOLVERINE

You're gonna knock out that guy.

CONTINUED:

LONGSHOT

But how - oh no.

WOLVERINE

Fastball Special, Bub. You're the only one

lucky enough to make it through to him

without being torn to bits. Besides, you're the

only one light enough.

WOLVERINE takes LONGSHOT by his belt.

WOLVERINE

Logan Air, Flight 13, ready for take-off.

LONGSHOT

Holy shit.

CUT TO:



SAME PLACE - DOWNSTAIRS - SAME TIME

CYCLOPS, STORM, JEAN and MAGNETO are cowering behind a shelf. They watch the

events upstairs.

CYCLOPS

What the hell is he doing there?

JEAN

I think he's going to - throw him.

CYCLOPS

Insane.

CUT TO:



SAME PLACE - UPSTAIRS - CONTINUED ACTION

WOLVERINE lifts LONGSHOT from the ground and hurls him down the stairs, towards

RIPTIDE.

CUT TO:



SAME PLACE - DOWNSTAIRS - CONTINUED ACTION

CLOSE ON RIPTIDE as LONGSHOT crashes into him head-on and makes him bounce off

the wall and roll on the floor carried by his own spinning movement. Both men then lie on the

ground, stunned and unmoving.

The Shuriken shower stops, and people start to leave their cover, CYCLOPS dragging

MAGNETO behind. WOLVERINE rushes down the stairs.

ALISON

Longshot!



CONTINUED:

ALISON dashes over to Longshot and kneels beside him. LONGSHOT slowly raises his

head, blood running down his forehead.

ALISON

You okay?

WOLVERINE has now reached them and looks down at Longshot.

LONGSHOT

What a ride.

(to WOLVERINE)

Remind me to kick your butt as soon

as we're done here.

WOLVERINE grins and helps LONGSHOT stand up. Suddenly, his grin fades and is

replaced by an expression of shock and pain. He lets go of Longshot and falls to his knees,

and we see three LITTLE TUSKS clinging to his back and literally digging into it.

CYCLOPS

Jean, get them off his back!

JEAN raises her hands, and the LITTLE TUSKS are ripped from WOLVERINE'S back and

flung into the air. CYCLOPS aims at them, and after three short laser beams, they're

vaporized.

WOLVERINE drops flat on his face. JEAN hurries over to him and examines him.

JEAN

He'll live, but it looks bad. It will take

a while to heal.

TUSK emerges from his cover and runs towards the door and outside, too quick for anybody

to react.

CYCLOPS

Longshot, stay with him. We have to

find Sinister and the Professor.

LONGSHOT nods and squats beside WOLVERINE.

ROGUE

(to CYCLOPS)

I'm coming with you.

CYCLOPS

No. It's too dangerous.

ROGUE

I saw where they went. And I can look

after myself.

CYCLOPS

Okay, but stay in cover.

ROGUE

Follow me.

CYCLOPS, STORM, JEAN and NIGHTCRAWLER with MAGNETO follow ROGUE down the

corridor.

CONTINUED:

LONGSHOT gives RIPTIDE a suspicious look and slowly takes a small but sharp blade out

of his brown bag.

LONGSHOT

(lowly, to RIPTIDE)

Do me a favour and don't wake up, okay?

(to WOLVERINE)

And you do me the favour and wake up

really soon.

(to ALISON, BOBBY and the other students)

Go upstairs and stay together. It's not safe

down here.

ALISON

(pointing at RIPTIDE)

You might need some help when Taz here

wakes up.

BOBBY

Yeah, somebody to make him keep a

cool head.

BOBBY makes a gesture towards RIPTIDE, and ice crystals start to grow on his hair and

eyebrows.

LONGSHOT

Okay, I guess it's safer if you stay down here.

(beat)

Safer for me, I mean.

CUT TO:





INT. THE CORRIDOR IN FRONT OF THE CEREBRO ROOM - SAME TIME

PROFESSOR X offers his eye to the scanner, and a female voice sounds.

FEMALE VOICE

Welcome, Professor.

CEREBRO'S door slides open.

SINISTER

I've always wanted to see this.

SINISTER and VERTIGO walk inside, following the PROFESSOR.

CUT TO:



INT. A CORRIDOR IN THE SUBLEVELS OF THE SCHOOL - SHORTLY AFTER

An elevator door opens, and CYCLOPS, STORM, JEAN and NIGHTCRAWLER with

MAGNETO exit. When ROGUE wants to come with them, Cyclops shoves her back into the

cage.



CONTINUED:

CYCLOPS

You stay upstairs.

ROGUE

But you said -

CYCLOPS

I told you to stay in cover. Not being down

here is the best cover you can get.

CYCLOPS gives ROGUE a severe look that she defiantly returns while the door slides shut

with her inside the elevator.

CYCLOPS

Let's go. I think I know where they are.

CYCLOPS, STORM, JEAN and NIGHTCRAWLER with MAGNETO rush down the corridor.

CUT TO:



INSIDE THE ELEVATOR - SAME TIME

ROGUE defiantly looks at the door.

ROGUE

(lowly)

Stay upstairs. Best cover you can get. Crap!



CUT TO:



OUTSIDE THE ELEVATOR - CONTINUED ACTION

The elevator door opens, and ROGUE comes out and quickly but carefully walks down the

corridor.





THE ENTRANCE HALL - SAME TIME

CLOSE ON WOLVERINE'S BACK as the last traces of the deep cuts close.

We ZOOM OUT as WOLVERINE groans and tries to get up, supported by LONGSHOT and

BOBBY.

LONGSHOT

You okay?

WOLVERINE

Pissed off.

(looking around)

Where are the others?



CONTINUED:

ALISON

Downstairs.

WOLVERINE has now stood up.

WOLVERINE

What are we waiting for?

LONGSHOT

(pointing at RIPTIDE)

What are we going to do with him and Tusk?

He's somewhere outside.

WOLVERINE

(to BOBBY)

Bobby, right? Keep him cool and fresh until

we're back.

(beat)

(to ALISON)

Watch his back.

WOLVERINE heads down the corridor, and LONGSHOT runs after him.

CUT TO:



THE CORRIDOR OUTSIDE CEREBRO - SHORTLY AFTER

CYCLOPS, STORM, JEAN and NIGHTCRAWLER with MAGNETO have arrived at the door,

and JEAN offers her eye to the scanner. The female voice sounds again.

FEMALE VOICE

Welcome, Dr. Grey.

The door slides open, and CYCLOPS runs inside.



CEREBRO ROOM - CONTINUED ACTION

The room is completely empty, and as CYCLOPS turns to look around, we PAN around the

room with him. He makes a full turn until he faces the door again, where JEAN, STORM

AND NIGHTCRAWLER with MAGNETO are standing.

CYCLOPS

They're not here.

SINISTER (V.O.)

Of course not.

CUT TO:



THE CORRIDOR OUTSIDE CEREBRO - CONTINUED ACTION

SINISTER and VERTIGO are standing beside the door and behind JEAN, STORM,

NIGHTCRAWLER and MAGNETO.





ANOTHER CORRIDOR IN THE SCHOOL'S SUBLEVELS - SAME TIME

ROGUE seeks cover when she hears steps come closer, and while she is hiding in a corner,

WOLVERINE and LONGSHOT run past her.



THE CORRIDOR OUTSIDE CEREBRO - CONTINUED ACTION

WOLVERINE and LONGSHOT turn around the corner and see what is going on. In the

same instant, CYCLOPS touches his visor.

CYCLOPS

Stand clear, everybody.

SINISTER

Your miserable laser beam won't help

you now.

(to VERTIGO)

Vertigo, please.

VERTIGO smiles, and all of a sudden, MAGNETO and all X-team members, including

WOLVERINE and LONGSHOT who are standing behind SINISTER and VERTIGO but have

been noticed, hold their heads and start to sway and seek for a hold.

CYCLOPS, still standing on the narrow footbridge inside the Cerebro room, almost falls off

and drops to his knees to keep his balance.

ROGUE sticks her head around the corner but draws it back when she sees what's going on.

CYCLOPS

What's he doing to us?

WOLVERINE is on his knees, too, and tries to get up using the wall for support.

WOLVERINE

You still don't get that name thing, Bub.

It's her!

CYCLOPS looks up, obviously not understanding.

WOLVERINE

Vertigo. Want me to spell it out?

CYCLOPS

If you can.

SINISTER smiles and walks towards JEAN who wants to back away but can't get on her

feet.

SINISTER

Well then, my dear.

ROGUE now dares to leave her cover. Her eyes narrow, and without VERTIGO noticing her,

she sneaks up on her and grabs her shoulder from behind.

ROGUE

May I borrow that?

CONTINUED:

VERTIGO turns around and gives ROGUE a puzzled look.

ROGUE raises her free hand and firmly touches Vertigo's face. It turns all grey, and

VERTIGO gasps for air. ROGUE closes her eyes as Vertigo's power is transferred into her,

and with a soft moan, she releases her. With a surprised sound, Vertigo drops to the ground,

and in this instant, the nausea seems to fall away from the X-Men and Magneto.

WOLVERINE is the first to recover and marches towards SINISTER, past ROGUE.

SINISTER turns around and now faces ROGUE, VERTIGO and WOLVERINE.

SINISTER

(to ROGUE)

Nice performance. I'm impressed.

SINISTER stares at ROGUE, and she gazes back at him, slowly dropping on her knees.

Blood starts dripping from her nose.

WOLVERINE turns around to see what is happening.

WOLVERINE

No!

CYCLOPS

Let her go!

SINISTER

(laughs)

Or else?

CYCLOPS touches his visor.

SINISTER

Go ahead.

CYCLOPS opens the visor, and a laser beam shoots at Sinister, going right through him and

hitting the wall behind him without harming him.

SINISTER

You fool. Have you really forgotten that your

pathetic beam doesn't harm me?

CLOSE ON ROGUE as from her right eye, a small drop of blood that looks like a tear runs down her cheek.

CYCLOPS

(to the X-team)

He is mine.

SINISTER

(grinning)

Why Scott, don't tell me you are still

mad with me?

CYCLOPS

(lowly)

After all those awful years? Yes, I am.

CLOSE ON WOLVERINE who apparently doesn't understand.

CONTINUED (2):

SINISTER

Well, if you want to try again, you are more

than welcome. But try not to hit your girlfriend.

SINISTER takes a few quick steps towards JEAN and pulls her on her feet, holding her like a

shield.

SINISTER

If one of you tries to stop me, she will die.

SINISTER backs away down the corridor, dragging JEAN with him. As soon as he is around

the corner, the invisible grasp on ROGUE'S mind vanishes, and she drops to the ground.

WOLVERINE rushes towards her and kneels down beside her. When she doesn't move, he

raises his hand to her face, on his face the expectation of pain.

Suddenly ROGUE raises her hand as well without opening her eyes, gently pushing

Wolverine's hand aside.

ROGUE

Don't. I'll be fine.

Now ROGUE opens her eyes and smiles at WOLVERINE who smiles back in relief.

CYCLOPS sets after Sinister.

WOLVERINE

(to STORM, re: ROGUE)

Stay with her!

WOLVERINE now sets after CYCLOPS and Sinister.





INT. THE SCHOOL'S ENTRANCE HALL - SAME TIME

RIPTIDE slowly starts moving.

LONGSHOT

(to BOBBY)

I think he needs another shot.

BOBBY points at RIPTIDE'S forehead, and again, ice crystals appear on his hair and

eyebrows, and he stops moving.

A LOW HISSING SOUND IS HEARD, accompanied by an unpleasant SCRAPING SOUND.

ALISON

What's that?

A SINGLE SMALL TUSK appears in the doorframe and slowly comes inside, and suddenly,

more SMALL TUSKS come from everywhere and attack the students and LONGSHOT.

LONGSHOT

That's what he's been doing!

TUSK appears in the doorframe, a satisfied grin on his face.

LONGSHOT and the students fight with the SMALL TUSKS, each in their own way.

CONTINUED:

BOBBY freezes as many small Tusks as he can while DAZZLER shoots her beams into the

wriggling mass of little bodies.

LONGSHOT kicks away a few of the smaller samples and then focuses on the tall Tusk. He

runs through the hall, stepping on a few Small Tusks, and takes a large leap on the big one.

Because of his light body, he doesn't even make Tusk stumble, but he struggles really hard.

Tusk puts his arms around Longshot's chest and presses, and his face twisted with pain,

Longshot tries to get free.

One of the boys uses his talent to dodge the Small Tusks while another one, the boy we

know from Ororo's training lesson, shoots water arrows at the creatures.

TUSK presses LONGSHOT'S chest a little harder, and we HEAR a DULL CRACKING

SOUND.





INT. A CORRIDOR IN THE SUBLEVELS OF THE SCHOOL - CONTINUED ACTION

WOLVERINE has now caught up with CYCLOPS, and side by side, they run down the corridor.



THE CORRIDOR OUTSIDE CEREBRO - SAME TIME

ROGUE sits up and wipes the blood from her face.

STORM

Are you okay?

ROGUE

Yeah.

(beat)

(shocked)

Where's the Professor?

STORM

Sinister must have taken him somewhere

before he came here.

A RUMBLE is HEARD, and STORM looks up.

STORM

Oh my God.

A beat as she stands up.

STORM

I know where he is. Follow me!

ROGUE gets on her feet and runs after STORM who hurries down the corridor.

NIGHTCRAWLER looks at MAGNETO, then at VERTIGO in almost funny despair.

NIGHTCRAWLER

(to MAGNETO)

I have a feeling we should go with them.

After you, mein Herr.

CONTINUED:

NIGHTCRAWLER gently shoves MAGNETO forward, following Storm and Rogue.

CLOSE ON VERTIGO who is lying on the floor with closed eyes.





INT. THE SCHOOL'S ENTRANCE HALL - SAME TIME

LONGSHOT is still in TUSK'S grasp. He is gasping for air, and his resistance gets weaker.

DAZZLER sees that he is about to be choked, and cracks her knuckles.

DAZZLER

Longshot, turn him around!

LONGSHOT understands, and with the last bit of power in his body, he knocks his head

against TUSK'S nose. The mutant loosens his grasp, and Longshot's hands come free. His

feet touch the ground again, and seizing Tusk by his shoulders, he turns him around so that

his back is turned towards DAZZLER with his front facing Longshot.

DAZZLER sends a bright beam of light at TUSK, who is hit in the back and falls on his face,

burying LONGSHOT under his heavy body.

DAZZLER

Oh no!

DAZZLER makes her way through the remaining SMALL TUSKS and tries to drag TUSK'S

body off Longshot.

LONGSHOT reaches out from under the body and helps by pushing it aside.

LONGSHOT

Adorable.

DAZZLER and LONGSHOT now help the students get rid of the SMALL TUSKS who seem a

bit disoriented.





THE CONTROL ROOM OF THE DANGER ROOM - SHORTLY AFTER

STORM and ROGUE enter the room and rush to the window. Here's what they see:

DANGER ROOM

PROFESSOR X is lying beside his wheelchair, face down, and doesn't move while all

around him, laser beams hit the ground and the blades from the cone cut the air above him.

CONTROL ROOM

ROGUE

Shut it off!

STORM hits buttons and presses keys, but we still HEAR RUMBLE and BUZZING

SOUNDS.

STORM

I can't! It doesn't react!

CONTINUED:

VIEW INTO THE DANGER ROOM where PROFESSOR X still isn't moving when one of the

laser beams hits him in the shoulder.





THE SCHOOL'S ENTRANCE HALL - SAME TIME

SINISTER comes run up the corridor, pulling JEAN with him whose nose is bleeding. JEAN

doesn't resist, and we conclude that he stunned her.

LONGSHOT looks up and notices them.

LONGSHOT

What the -

SINISTER again holds JEAN like a shield.

SINISTER

Don't even think about it.

SINISTER, dragging JEAN with him, moves forth towards the garden where Magneto's jet is

"parked".

WOLVERINE and CYCLOPS enter the hall and follow Sinister more slowly.

DAZZLER, BOBBY and LONGSHOT follow the strange group.





EXT. THE SCHOOL'S YARD - CONTINUED ACTION

DAZZLER, BOBBY and LONGSHOT exit the building in the instant that SINISTER with

JEAN has reached the jet.

SCOTT and WOLVERINE have stopped a few yards away from Sinister, not daring to come

any closer.

SCOTT

You won't get her!

SINISTER

I don't need her. Except as a little insurance,

of course.

SINISTER is standing half inside jet and now pushes JEAN from the vehicle.

SINISTER

There you go. Good-bye.

SINISTER vanishes into the jet, and the door closes.

CYCLOPS runs over to the jet and lifts JEAN up to carry her away from the dangerous spot.

The airplane slowly rises from the ground.

CYCLOPS puts JEAN to the ground in a safe distance and fires a laser beam at the

jet, but it doesn't show much effect.

CONTINUED:

LONGSHOT

Isn't the Blackbird armoured?

CYCLOPS

It is. And this one's, too. Damn!

The jet dashes off into the night, and the X-Men can only look at it vanish.

CYCLOPS

I can't believe we lost him.

JEAN moans, and CYCLOPS kneels down beside her.

CYCLOPS

Jean!

JEAN

Scott.

CYCLOPS strokes her hair, and JEAN smiles at him.

DAZZLER tiredly leans against LONGSHOT'S shoulder, and he puts an arm around her.

WOLVERINE sniffs and then turns toward the others.

WOLVERINE

Where's the Professor?





THE DANGER ROOM'S CONTROL ROOM - SAME TIME

NIGHTCRAWLER with MAGNETO enters the room.

NIGHTCRAWLER

What's going on?

STORM

Sinister activated the Danger Room with

the Professor inside, and I can't stop it!

ROGUE

(to NIGHTCRAWLER)

Can you teleport inside and get him out?

NIGHTCRAWLER

Too many moving parts. If I teleport in there,

I'll end up being part of the machine.

(beat)

(to MAGNETO)

But I believe you can help.

MAGNETO

Why should I?

ROGUE

You can't just let him die!



CONTINUED:

STORM

Please.

NIGHTCRAWLER releases MAGNETO.

NIGHTCRAWLER

I hardly know this man, but I do know that

he doesn't deserve to die. Please, save him.

MAGNETO steps closer to the window and makes a casual gesture.

VIEW INTO THE DANGER ROOM

With a SCREECHING SOUND, the blades stop moving, and in the same instant, the laser

beams stop as well.

NIGHTCRAWLER touches MAGNETO'S shoulder.

NIGHTCRAWLER

Thank you.

STORM, ROGUE and NIGHTCRAWLER quickly leave the Control room. NIGHTCRAWLER

gives Magneto another short look before he turns around the corner - a look that says 'if you

leave now, I won't notice'.





THE DANGER ROOM - SHORTLY AFTER

STORM, ROGUE and NIGHTCRAWLER enter the room and hurry towards the Professor.

STORM kneels down beside him.

STORM

Professor.

The PROFESSOR slowly turns his head aside and opens his eyes.

PROFESSOR X

It is good to see you.

The door flies open, and WOLVERINE, CYCLOPS, JEAN, DAZZLER, LONGSHOT and

BOBBY come inside, all looking at the Professor in concern.

PROFESSOR X

Help me up, children. I will be fine.

STORM and NIGHTCRAWLER help the Professor up, and WOLVERINE pushes his

wheelchair closer. All three help the Professor sit down in the chair.

PROFESSOR X

Sinister?

CYCLOPS

He got away.

PROFESSOR X

Magneto?

CONTINUED:

NIGHTCRAWLER pensively looks up at the window of the Control room.

NIGHTCRAWLER

I think he is gone, too.

(beat)

He was the one who stopped the machine.

PROFESSOR X

I don't know if this would have been

necessary. The machine is designed to

train, not to kill. Sinister didn't know that.

WOLVERINE

Or he knew it, and it was all a sick game.

NIGHTCRAWLER

Whatever for?

WOLVERINE

You wanna tell what's going on in that

twisted mind?

NIGHTCRAWLER slowly shakes his head.

We ZOOM OUT until we see the X-team as a whole.

FADE OUT





FADE IN: EXT THE TERRACE IN FRONT OF THE SCHOOL - MORNING

PROFESSOR X, JEAN, SCOTT, ORORO and KURT are sitting at the table. Professor X, a

band-aid on his forehead, wears a less formal shirt than usual and no tie, Scott is wearing

blue jeans and a grey and black pullover. Jean is dressed in black trousers and a red blouse,

Ororo wears a blue dress, and Kurt wears black pants and a black polo neck sweater.

LONGSHOT (big scratch on his forehead, black and blue all over his face, blue jeans, t-shirt,

leather jacket), ALISON (black jeans, blue t-shirt) and MARIE (light brown skirt and green

blouse) come outside, Longshot and Alison holding hands.

MARIE

Where's Logan?

(beat)

(worried)

Did he -

LOGAN (O.S.)

Leave? Nope.

LOGAN enters the frame, carrying a guitar case that suspiciously resembles the one Alison

had to leave in the dark alley.

LOGAN

He just forgot something in his car.

(to ALISON)

Couldn't stand the thought of you bugging

me for the rest of my life because of that thing.

CONTINUED:

LOGAN hands ALISON the guitar case. Alison briefly hugs him, and Logan walks over to

Marie.

LOGAN

(to NIGHTCRAWLER)

Any trace of that Vertigo gal?

NIGHTCRAWLER

She vanished.

WOLVERINE

Can anybody tell me who didn't vanish

last night? Sinister, Vertigo, Magneto -

ORORO

What about Magneto's plan?

SCOTT

The machine was inside the jet Sinister took.

If Magneto is still planning to do something like

mutating entire hotels full of people, he'll

first have to build a new one. The convention

last night was safe, however.

WOLVERINE

Yeah, but what about Sinister? What the heck

did he want?

PROFESSOR X

I believe he wanted Jean's DNA to experiment

with it.

JEAN

You said he might try to create a whole new

mutant from my DNA and that of somebody

else. Do you think he already has this other

DNA sample? I mean, he wasn't after anybody

else, except from you.

PROFESSOR X

Yes, and he doesn't have any samples from

me. This means he already has half of what

he needs.

JEAN

Maybe all he needs. A single hair of mine would

be enough.

PROFESSOR X

Yes. I didn't want to think about it, but we have

to consider the possibility that he is already

experimenting.

JEAN

But who could be the other person? The only

one that we know he has been experimenting

with in the past is Scott.

CLOSE ON THE PROFESSOR who looks up, shocked by a sudden realization.

CONTINUED:

PROFESSOR X

He is the other one.

A beat as he looks at SCOTT.

PROFESSOR X

You are the other part of the puzzle. You must

be. Your ability is so strong - a mutant carrying

it combined with Jean's gift would be incredibly

powerful.

A beat while everybody considers this idea.

SCOTT

What are we going to do about it? Or will we

wait until Sinister makes the first move?

PROFESSOR X

We must try to find him, and stop him before

he can realize his plan.

LOGAN

Sounds good to me.

MARIE

(to LOGAN)

What about you? What you found must have

given you more questions than answers.

LOGAN

I'm not sure I want to find out all about it. Still

getting over a few things. When I was at that

military compound, some memories returned.

I don't know how much of it was true, but I

could have sworn I saw Sabretooth.

LONGSHOT looks up, his expression pensive.

LONGSHOT

Maybe you did.

(to the PROFESSOR)

When you told me who Sabretooth is, you said

that his healing abilities are similar to those of

Logan. You also said that exactly these abilities

were something all victims of these experiments

had in common.

LOGAN

This means I knew him.

PROFESSOR X

You might even have worked together.

LOGAN

I think I still have some things to find out.

CLOSE ON LOGAN whose expression turns very serious.





EXT. THE SCHOOL'S YARD - LATER IN THE MORNING

ALISON and MARIE walk down a path.

ALISON

You simply drew her power? I wouldn't have

thought of that.

MARIE

That's because you don't think about how

to control your power all the time.

ALISON

Once you know how, it's suddenly not the

most important thing in your life anymore.

MARIE and ALISON look up when LONGSHOT appears on the path about 25 yards away.

MARIE

(smiling)

I see.

(beat)

I'm so happy for you.

ALISON

Can't wait for you to find somebody.

MARIE

I can wait.

(beat)

Hey, I guess I have to.

MARIE smiles, a somewhat sad but honest smile.

MARIE

But you're right, someday I'll know how to

control it.

MARIE gives an encouraging nod, and after hugging her, ALISON runs down the path

towards LONGSHOT who gives her a soft kiss. The couple walks away.

MARIE

(lowly)

Someday.

MARIE turns around and walks away in the opposite direction.





EXT. NEW YORK CENTRAL PARK - DAY

PROFESSOR X and MAGNETO are sitting on the same bench as last time.

MAGNETO

It is not over yet.

A young woman walks past them, pushing a baby carriage along.



CONTINUED:

PROFESSOR X

(nodding at the YOUNG WOMAN)

Don't you think it will be better to let them live

their lives? You say that mutants should be

granted a free life - the pursuit of happiness?

Do normal humans not have the same right?

By making them what nature hasn't intended

for them, you take away the lives they would

have had.

MAGNETO

What other way is there to make them understand?

PROFESSOR X

People fear what they don't know. But to make

them know us, you needn't make them be like us.

MAGNETO

What else could we do? Charles, do you really

know how to take away their fear of us? How to

make them see us as what we are?

A beat as PROFESSOR X thinks about what has been said.

PROFESSOR X

I don't know.

MAGNETO stands up.

MAGNETO

I trust in you to contact me when you find an

answer. Until then, I will do whatever I consider

necessary. And I recommend you do not try

to stop me.

A NURSE that we again recognize as MYSTIQUE appears and guides MAGNETO away.

PROFESSOR X pensively looks at two children running past him, laughing and shouting.

PROFESSOR X

We fought you back twice. And for the sake of

the innocent, we will fight you back again. As

often as necessary.

We PAN ACROSS THE MEADOW with lots of children, parents, older people and young

couples sitting, lying or playing on it, and as we do so, we ZOOM OUT.

FADE OUT.

FADE IN CREDITS.

THE END.