X-Men: Summer's Legacy (Screenplay)

by Kris Kramer

Takes place shortly after the events of X-Men: The Last Stand (in an attempt to rectify that movie's horrible treatment of Cyclops). Scott Summers wakes up in Alaska with no memory of how he got there, and only strange dreams to guide him. He returns to his hometown, staying with his brother and sister-in-law, only to discover that life in this small town isn't what it seems.

Xmen – Summers Legacy

By Kris Kramer

kriskramer

07/12/06

FADE IN:

INT. SEWER TUNNEL – NIGHT

A long, dark sewer tunnel under Los Angeles. CALIBAN moves down the tunnel quietly. He's thin, with a hunched back, and pale white skin with large yellow eyes. He moves with an almost monkey-like gait due to his back deformity.

There are voices coming from the far end of the tunnel.

INT. UNDERGROUND ROOM – NIGHT

Four downtrodden mutants have turned a small, square utility room with concrete walls into their home. An open doorway leads in to the room from one side, and a tunnel extends off from the other. GATEWAY, a short, old, black man, sits in the corner of the room on a thin stack of blankets, humming softly. WOLFSBANE, a young woman, with long, dirty, brown hair sits on her own little mat near the middle of the room. SUNDER, a large, young black man, lies on the floor near Gateway while BERZERKER, a thin, younger Hispanic man sits against the opposite wall.

WOLFSBANE

We need to just get out of the country, as far away from here as we can.

SUNDER

Uh-uh. I ain't running like that. Not from him.

WOLFSBANE

It's not cowardly, it's called self-preservation. We can't keep getting ourselves caught up in all this fighting. And I'm tired of all the stealing and hiding.

SUNDER

Tired? How else do you think we're gonna get by? Don't forget, I got fired from a freakin' sub shop for being a mutant. How lame is that?

Berzerker laughs.

BERZERKER

Like you're gonna get your mutant germs all over the food or something.

SUNDER

Yeah.

WOLFSBANE

He's going to find us. Don't you realize that?

BERZERKER

Man, I still say we get old Gateway here to make a portal into a bank safe. We take the money and then go to Brazil or something. I don't know why he don't want to help us out like that.

WOLFSBANE

Because he's smart enough to know stuff like that will draw too much attention.

Gateway continues to hum, as if he's oblivious to the conversation.

SUNDER

Yeah, then the feds start coming after us, and they'd love to take out some muties.

BERZERKER

Man, I'm tired of all this laying low, living in a tunnel like a rat. I got powers! They should be afraid of us, not the other way around.

WOLFSBANE

Humans aren't our problem at the moment. How long do you want to go through life being controlled by-

Caliban enters through the doorway, quietly. Gateway stops humming.

WOLFSBANE

Oh my God…

SUNDER

(sits up)

Caliban.

CALIBAN

You're late on your tribute.

Sunder looks at the others, unwary at first, but he steels himself.

SUNDER

No we're not.

(stands up)

Not anymore.

Caliban looks confused. Wolfsbane begins moving up against the wall by Gateway.

CALIBAN

My master doesn't agree.

BERZERKER

(to Wolfsbane)

Don't be afraid of him. If you're not afraid of him, he doesn't have any power.

Sunder approaches Caliban, who begins to cower. Sunder pushes Caliban.

SUNDER

Yeah. If we're not afraid, you're just a deformed little mutant. Aren't you?

CALIBAN

You're foolish if you think you can so easily throw off my master's –

Sunder pushes Caliban down. Berzerker holds up his hand and sparks fly from his fingers threateningly.

SUNDER

Yeah? Well maybe things have changed now.

CALIBAN

(gets up)

You serve our master.

BERZERKER

You better just run away, little man.

Sunder grabs Caliban's arm, ready to throw him out of the room.

SUNDER

We work for someone else, now, you little mutant-hunting freak. Someone who isn't a -

DEEP VOICE (O.S.)

And who might this new master be?

Everyone turns, surprised. Wolfsbane cowers.

WOLFSBANE

Oh my God! No!

The source of the DEEP VOICE appears from the shadows in the tunnel, but doesn't fully emerge to be seen completely. He's tall, with broad shoulders and wears a long black overcoat. He has a square jaw, and silvery-white skin, with red eyes.

This is SINISTER.

SUNDER

(whispers)

Mister…

SINISTER

I asked you a question.

Everyone looks at each other warily. Wolfsbane is almost crying now. Gateway just watches warily from his corner of the room. Sinister calmly stands at the tunnel entrance.

Caliban has moved closer to Sinister now, and is breathing heavily. He seems to be growing bigger, his muscles are stretching against his skin.

SINISTER

I've been hearing rumors of changes in the mutant community. After Magneto's failed attempt to consolidate our people, you were all quite happy to flock to me for protection. For guidance. And all I asked for in return was a small tribute of money

(beat)

among other things. Now you run from me at the first sign of a stranger with candy?

Wolfsbane is totally losing her control. Sunder and Berzerker are definitely afraid of Sinister, and the fear that lurks through the room is making Caliban bigger, and bigger.

SINISTER

Does no one wish to explain themselves?

Sinister looks around the room at each of the four mutants. Caliban has grown to a monstrous size next to him. He's gone from breathing now, to growling.

SINISTER

So be it. Caliban.

Caliban leaps at the four mutants, who have little room to escape. Wolfsbane changes into a wolf-like creature and tries to sprint down the tunnel. Sunder starts growing bigger, similar to Caliban, just as Caliban pounces on Gateway. Berzerker holds out his arms and we see electricity crackling around him. Sunder grabs Caliban from behind and Gateway moves away from the others.

Sinister holds out his hand and a blue blast fires at Wolfsbane, knocking her down. Berzerker moves his arms toward Sinister, and the electricity culminates at his hands. He fires a bolt straight at Sinister, which seems to burn off a section of his neck. Sinister staggers back from the force of the bolt.

Caliban and Sunder are locked in a test of strength, grabbing each other by the arms and shoulders, trying to force the other back. Sunder seems to have the early advantage and pushes Caliban back against the wall, but Caliban redoubles his effort and presses forward, and we see Sunder fall back a step. His eyes go wide as he realizes he might lose, and Caliban feeds on his uncertainty, making him stronger.

Sinister turns toward Berzerker, seemingly unaffected by the electric blast. In fact, we see his neck start to reform itself. Berzerker's eyes go wide and he releases another bolt, which hits Sinister in the chest, staggering him again. Sinister starts walking toward Berzerker, who fires another bolt into his chest, then another. Sinister continues moving forward, taking massive damage to his body, but which continues to reform itself around the wounds. Berzerker backs up.

Gateway makes his move and starts waving his hand around. A swirling blue field is created, hanging in the air where he waved his hands.

Just as Sinister reaches Berzerker, his eyes dart to the left and he sees Gateway trying to escape. Just as Gateway is about to step through his portal, Sinister's hand goes up and another blast flies out, hitting Gateway in the head, knocking him out.

Caliban starts pushing Sunder up against the opposite wall. Sunder panics, and tries to push away and run, but Caliban grabs him by the head and smashes him into the concrete.

Berzerker backs up against the wall and raises his arms and readies another blast, much stronger this time, as Sinister's body continues to recreate itself. His neck has fully reformed, and his chest is moving, filling up the holes in the middle. Just before Berzerker can release his power, though, an unconscious Sunder flies into him, hard. Caliban walks over and hits Berzerker in the back of his head, knocking him out.

Sinister steps past the limp bodies of Gateway, Sunder and Berzerker and walks over to Wolfsbane. She's reverted back to human form, and is lying on the ground trying to crawl away. He easily picks her up by the neck.

SINISTER

Tell me who your new master is, Miss Sinclair, or I will be forced to extract that information using very painful methods.

WOLFSBANE

No! Wait!

(cries)

Please! This mutant showed up a few weeks ago and told us that his master was coming soon, and he'd give us great powers if we served him instead.

SINISTER

What was his name?

WOLFSBANE

His name

(sobs)

his name was Famine. He said he was a –

SINISTER

(quietly)

Horseman.

WOLFSBANE

(nods)

Yes. A Horseman.

Sinister looks away, concerned.

SINISTER

Things are moving faster than I thought.

(long beat)

Caliban.

CALIBAN

Yes, master.

SINISTER

We need to go.

(beat)

Bring the others. We can make use of these mutants later.

WOLFSBANE

No! Noooo!

Sinister walks away, lost in thought, dragging a wailing Wolfsbane along the ground like a sack. Caliban starts picking up the other mutants.

EXT – SKY OVER ALASKA – DAY

A small, two-propeller airplane flies low over the Alaskan shoreline.

INT. AIRPLANE – DAY

Inside the plane is the Summers family. SCOTT and ALEX, around 10 and 8 years old, sit in the back of the plane, where the loud whirring of the engines drowns out just about any other noise. A bored-looking Scott sits next to a window and stares out at the mountains in the distance. Alex, a little more hyper than his older brother, runs over and tries to look out the same window. Scott pushes him away.

SCOTT

Go sit up there!

ALEX

Don't push me!

Alex moves to the seat in front of Scott and looks out the window.

Their mother, KATHERINE SUMMERS, appears from the cockpit and walks back to the boys. She leans over to look out the window next to Alex.

KATHERINE

Did you see the town?

ALEX

Where?

KATHERINE

(points)

Over there.

SCOTT

I saw it.

ALEX

I can't see it.

CHRISTOPHER SUMMERS sits up in the cockpit, flying the plane. He leans over and calls back to the others.

CHRISTOPHER

Get ready, boys! We're going up!

Christopher pulls back on the wheel and the plane starts climbing high up into the air. Katherine grabs the seat next to Alex for support and sits down there. Alex leans back in his seat and smiles, while Scott just stares out the window.

ALEX

Whoa!

The plane continues to climb until the features of the coastline turn into specks.

ALEX

How high are we? Are we almost to space?

SCOTT

No. We're not even close.

Suddenly, a loud BANG can be heard from the right side of the plane. The plane shudders and one of the engines dies, making it uncomfortably quieter inside the plane. Katherine leans over to look out the window.

KATHERINE

What was that?

CHRISTOPHER

I don't know!

(looks out the cockpit window at the wing)

I think-

(beat)

I think something hit us.

Katherine runs up to the front of the plane. The instruments are going wild now and Christopher struggles to control the plane. He looks up at Katherine, who's obviously scared.

CHRISTOPHER

This looks bad, Katy. I'm not sure I can land this thing.

KATHERINE

We only have one parachute.

CHRISTOPHER

(nods)

Put the boys in it.

Katherine runs to the back of the plane and grabs the parachute, which is hanging on the wall. Scott watches her run by, concerned, but his face turns to shock when he sees smoke out the window.

KATHERINE

Scott! Alex! Come here!

ALEX

What's going on?

SCOTT

Mom, the wing's on fire.

Katherine grabs the boys and pushes them together, trying to fasten them both into the same parachute.

KATHERINE

It's okay. I just need both of you to get into this, just in case.

(to Scott)

You remember how this works, right?

SCOTT

(nervous)

I think so.

Katherine grabs the ripcord and puts it in Scott's hand.

KATHERINE

Just pull this when you jump, ok?

ALEX

We're jumping?

KATHERINE

I don't know, baby. This is just to be safe, ok?

The plane shudders violently, and all three stumble to the floor. Scott lets go of the ripcord. Katherine looks to the cockpit as Christopher leans over and yells back.

CHRISTOPHER

Get them out of the plane!

Katherine's face is stricken, but she quickly gets the boys up and gets them to the door. She's starting to cry as she opens the door.

ALEX

I don't want to jump! Mommy! I don't want to jump!

Katherine grabs the boys and holds them tight, the wind whipping the three of them. She kisses Alex on the cheek, then looks at Scott.

KATHERINE

Don't forget! Pull the cord as soon as you jump!

Scott nods, his eyes wide and scared.

The plane lurches again.

CHRISTOPHER

Hurry!

Katherine pushes the boys to the door.

KATHERINE

I love you both! Take care of each other!

ALEX

Mommy!

KATHERINE

Pull that cord!

She pushes them out the open hatch.

There's silence as the two boys fall out of the plane. Alex seems too scared to even scream, while Scott frantically grasps at the straps, trying to get his hand on the rip cord again. As the ground rushes up at them, Scott finally grabs the rip cord and pulls it, and the parachute opens. They were too low when they pulled the cord, however, so the ground continues to come toward them faster than normal.

Suddenly, a blast of light pours out of Scott's eyes and hits the ground. The blast slows their descent, but only enough to keep them from crashing to their deaths. As they hit the ground, Scott lands awkwardly and takes the brunt of the fall, hitting the back of his head on the ground.

Darkness… Then

FEMALE VOICE (O.S.)

(distant)

Scott…

INT. HOTEL ROOM – MORNING

SCOTT SUMMERS wakes up with a start in a small hotel room. He's wearing his clothes – jeans, shirt, jacket and shoes – and his red sunglasses. He looks tired, and dazed, but once he realizes he's not in a familiar place he sits straight up and looks around. He sees a backpack on the floor next to the bed, but nothing else of note. No clothes on the floor, no items on the dresser, and the bed is still made. He's lying on top of the sheets.

He stands and tries to walk over to the bathroom, but realizes that he doesn't quite have his legs under him. Worried, he leans against the wall, taking a moment to gather his strength, then moves to the bathroom. He struggles to move next to the door, but once he's there, he throws it open to make sure it's empty.

He limps back over to the backpack and opens it, finding a few articles of clothing, and a money clip full of hundred dollar bills. He goes to the window, opens the curtains and looks out, seeing a two lane highway outside, lots of snow, and not much else. About a hundred yards down the road is a sign that says Whittier – 25 miles.

SCOTT

What the hell…?

He moves back over to the nightstand and opens it. Inside he finds a bible, and a brochure that says 'Welcome to Alaska'. He picks up the brochure and stares at the cover. Finally, he sighs and shakes his head, then puts it back in the drawer.

He picks up the phone and dials a number, reading the panel on the base that explains how to dial out. After a moment, we hear the standard operator message:

OPERATOR (O.S.)

Your call could not be connected. Please try-

Scott hangs up the phone. He looks frustrated. He picks it up again and dials another number but gets a busy signal this time. He hangs up.

Scott walks to the bathroom and looks in the mirror, seeing the Scott we all know stare back at him - brown hair, a little bit of growth in his beard, and his sunglasses. He turns on the faucet and splashes some water on his face, careful to not get it on the glasses. He lifts them up carefully, keeping his eyes closed, and rubs his face and eyes. He grabs a towel and dries his face, then puts the sunglasses back. He holds his head for a bit, like he has a headache, but it seems to pass.

EXT. OUTSIDE THE HOTEL – MORNING

With the backpack on his shoulder, Scott walks out of the hotel room and out past the parking lot. His legs seem to have their strength back, but there's still a slight limp. He looks up and down the highway, seeing no traffic at the moment. He finally turns toward Whitter and starts walking.

EXT. WHITTER OUTSKIRTS – AFTERNOON

A truck drives down the long Alaska highway and eventually slows down and stops near the Whittier town limits sign. Scott gets out of the passenger side of the truck.

SCOTT

Thanks, again.

He closes the door and the truck pulls away. Scott slings his backpack over his shoulder and looks around at the town in the distance. He can see the town square not too far away, which is a collection of small shops and restaurants, and to his left are the docks and a resort hotel. He walks onto a side road that leads toward the town.

EXT. SUMMERS HOUSE - EVENING

The camera pans across a rustic living room, where we see ALEX SUMMERS sitting in a chair, watching TV and finishing off a sandwich. He's older than we saw before, probably late twenties or early thirties, with lighter colored hair than his brother, Scott. He takes a drink from a beer, then holds up his empty plate.

ALEX

Babe, I'm done with this plate.

LORNA DANE SUMMERS appears from the kitchen. She's about Alex's age, with long brown hair and a bemused expression on her face.

LORNA

Lazy much?

ALEX

Aw, come on. Please?

LORNA

(smiles)

Fine.

Lorna waves her hand and the plate levitates out of Alex's hand and over to Lorna, who grabs it out of the air.

ALEX

You're awesome, baby.

LORNA

I love you, too.

A knock at the door surprises both of them and Lorna quickly hides the plate.

ALEX

You expecting company?

LORNA

(a little nervously)

No.

Alex gets out of his chair and walks to the door. He opens it and sees Scott standing on the front porch. Alex is too dumbfounded to say anything at first so he just stares.

SCOTT

Hey.

ALEX

(beat)

Scott?

Lorna walks over, shocked.

LORNA

Oh my God!

SCOTT

Hi.

ALEX

What's…

Alex trails off, still staring at Scott like he's ghost.

SCOTT

Can I come in? It's kind of cold out here.

Alex steps aside, letting Scott in. Scott walks into the living room and looks around. He sees Lorna and sets his backpack down, then walks over holding his hand out.

SCOTT

Hi, I'm Scott. Alex's brother.

LORNA

(shakes his hand tentatively)

Hello. I'm Lorna.

ALEX

They told me you were dead.

SCOTT

(confused)

Who told you that?

ALEX

The school. Your school in New York.

Scott stares back at his brother, like he's trying to remember something that just isn't there.

ALEX

What's going on here?

SCOTT

I, uh… I don't know. That's why I'm here.

INT. KITCHEN – NIGHT

Scott, Alex and Lorna sit around the kitchen table, drinking coffee. Scott's backpack is on the floor next to his feet. He looks tired, and Alex and Lorna watch him with concern

SCOTT

I don't know how I got there. I can't remember anything that happened before I woke up. It's like my memory is gone. I mean, I remember the school, I remember… everything that happened there… with Jean. I remember going to Alkali Lake, but that's it. Nothing else. I don't know, maybe I just kept on going until I got here.

ALEX

So your memory just stops there and starts again today? You can't remember a thing?

SCOTT

No. Nothing. I wish I could explain it, but I can't.

ALEX

Do your friends at the school know you're here?

SCOTT

No.

(beat)

At least I don't think so. I tried to call them from the hotel but I couldn't reach them.

LORNA

Yeah, the phone lines are down out here.

ALEX

Craziest thing, man. There was some accident at the switch…something, I don't know what it's called. But no phones for a couple days. Only thing that works is cell phones, but we don't even get wireless coverage out here.

(laughs)

How's that for ironic?

SCOTT

Huh…I guess I'm stuck here for a while then.

(pauses, then shakes his head)

Though, maybe it's for the best.

(beat)

I left without telling anyone, and I'm not sure I was as nice to people as I could have been. I was having a tough time and I think I was taking it out on everyone around me.

ALEX

(looks at Lorna)

Well, why don't you stay here for a while then?

LORNA

(nods)

Yeah. This was your parent's house. You should always feel welcome here. You could relax for a few days until the phones are up again.

Scott looks around the kitchen.

SCOTT

It is a little weird being here again.

ALEX

Our old room is the guest room now. There's a bed in there if you want to crash.

LORNA

(stands up)

Let me go make sure it's ready.

Lorna walks out of the kitchen.

SCOTT

(whispers)

Does she know?

ALEX

Oh yeah.

(smiles)

She's a mutant too.

SCOTT

She is?

ALEX

Yeah. She can control metal. She can levitate it around.

Scott seems a bit taken aback by that.

SCOTT

Magnetism?

ALEX

Yeah. And we put these thin metal rings-

(lifts up his mug)

on all the dishes and furniture, so she can move everything in the house like that.

(snaps)

SCOTT

That's interesting.

ALEX

(smiles broadly)

It's great, man! I haven't had to do dishes in years.

SCOTT

So you've told her about me?

ALEX

Yeah. She knows. She knows all of it. She's great. I don't think I could ever live without her.

An image of Jean flashes in Scott's mind.

SCOTT

That's good. I'm glad to hear it.

(beat)

I uh, I only wish I'd been able to get out before today to meet her.

ALEX

It's okay, man. I know what you do over there.

Scott looks out the window, almost sadly. Another image flashes, of him walking at Alkali Lake.

SCOTT

Something must have happened at the lake.

ALEX

Your friend, Jean, right? Is that where she died?

Scott looks away, hiding his emotion.

SCOTT

Yeah. I don't know why I went back. I thought she was still there. I thought I heard her.

Scott smiles, then shakes his head.

SCOTT

I mean she was a telepathic mutant. It's not out of the realm of possibility.

Alex starts to look concerned again, and a little uncomfortable.

ALEX

It's, uh, you know, a traumatic thing.

(beat)

Something we know a lot about.

Scott nods silently.

ALEX

Sorry. Shouldn't have brought that up.

They hear footsteps coming from the hallway. Neither says a word. Lorna enters the kitchen with some small boxes in her arms.

LORNA

It's ready. If you want I can take your jacket and backpack in there.

SCOTT

(stands)

No, I'm good. I might just go and try and get some sleep anyway.

ALEX

Yeah, you're looking like a zombie, dude.

SCOTT

That's exactly how I feel. I guess it might be good to get away for a couple of days and disconnect from everyone. Maybe this is a blessing in disguise.

ALEX

Stay as long as you want. The house is still kinda technically half yours anyway, right?

SCOTT

(shakes his head)

No. No, I won't be here that long. I don't want to intrude. It's your house now. I'm just going to stay a few days. To rest.

Scott picks up the backpack and slings it over his shoulder. He walks out of the kitchen, followed by Alex and Lorna. Just before they go out, though, they share a worried look.

INT. SUMMERS GUEST ROOM – NIGHT

Scott sets his backpack down on the floor next to the bed, then takes his jacket off and throws it on the chair in the corner. He sits down on the bed and takes his shoes off, then just sits still and looks around the room, half-smiling at the memories it brings back.

He can picture the bunk bed against the wall to his left, with the giant crayon collage that Alex drew on one end. Around the window on the far wall, he can see the pictures and posters that he and his brother had hung up. He chuckles as he remembers the Michael Jackson poster they had.

He finally just lays his head down on the pillow and rubs his eyes, carefully moving his glasses out of the way and keeping his eyes shut. Still in his clothes, he lets himself fall asleep.

INT. HOSPITAL ROOM – DAY

Young Scott wakes up in a hospital bed in a small, old-fashioned hospital room, attended to by a nurse, and a kindly old man in a doctor's coat named DR. MILBURY.

DR. MILBURY

Hello, Scott.

Scott mumbles something, still coming to. Milbury leans closer.

MILBURY

I'm sorry, Scott. Your mother isn't around right now. I'm Dr. Milbury. I'll be taking care of you.

Dr. Milbury pats Scott's arm.

MILBURY

We have a lot to talk about, Scott, but before that, you need to rest. You've been… asleep for a very, very long time.

Scott lays there as Dr. Milbury and the nurse check him out. His eyes are glassy, and there's a faint red glow to them that fades as he starts to lose consciousness again.

EXT. ORPHANAGE – DAY

We see a large building in the middle of a wide open plain. A sign in front says 'Nebraska State Home for Foundlings Orphanage'.

INT. ORPHANAGE – DAY

Young Scott is being wheeled around the orphanage in a wheelchair by Dr. Milbury. He looks sad, and alone.

MILBURY

Your brother was here for a little while, but he's with a very nice family now. The Blandings, that was their name. I'm sure he's very happy right now.

SCOTT

(quietly)

He's not coming back?

MILBURY

No. I'm sorry you missed him. But you were in a coma for a year.

(sighs)

But who knows, maybe another nice family will come by and adopt you as well. Things usually work out for the best.

Scott tries to fight back tears, but has a hard time doing so.

INT. ORPHANAGE BEDROOM – EVENING

Scott sits on the bottom bunk of a bunk bed, looking out the window while three other boys play a board game on the floor.

BOY 1

(to Scott)

Do you want to play?

BOY 2

Don't bother. He doesn't want to do anything.

Scott doesn't even acknowledge the others. He just continues to stare out the window, seeing nothing but an empty field outside. Suddenly, he grabs his temples as what seems to be a migraine hits him. He lays down on the bed, curling up in a fetal position, holding his head and crying out. The other three boys stop and watch.

BOY 1

Are you ok?

Scott doesn't respond.

BOY 2

I'm getting someone.

Boy 2 runs out of the room as Scott lays still, his hands clenched into fists next to his head. He opens his eyes just a fraction, and a bright red emanates from them.

INT. DARK OPERATING ROOM – UNKNOWN TIME

Young Scott wakes up in a haze, to find himself strapped to an operating room bed. Everything is blurry, so he can't see anything, but he can make out the shape of someone standing over him. He tries to scream but no sounds come out, and he can't move to get away. He hears a deep, unrecognizable VOICE talking to him.

VOICE

Go back to sleep, Scott.

Scott shakes his head, struggling more violently. We see a syringe go into his arm, and Scott quickly loses his strength. He starts dozing off, but still struggles against the restraints.

VOICE

Back to sleep…

INT. GUEST ROOM – NIGHT

Scott wakes up from his nightmare, sweating, and breathing hard. He tries to catch his breath, but he seems to just be getting worked up. He puts his head in his hands, frustrated, and then gets out of bed.

EXT. OUTSIDE THE HOUSE – NIGHT

Scott walks outside, covered up in a parka. He trudges through the snow for a few hundred yards, until he reaches a clearing where he can see the coastline. He watches the water with a frown on his face. We hear the voice of his mother, Katherine, in his head.

KATHERINE (O.S.)

Scott, Alex, don't go too far away.

(beat)

Boys, it's time to come inside.

(beat)

You two need to stop fighting all the time.

Scott begins crying, then steels himself to fight off the emotion. He puts his hands up to his head, like it hurts.

SCOTT

(quietly)

What is happening to me?

Suddenly, in fit of rage, he looks up at the sky and takes his glasses off.

SCOTT

(yelling)

What is happ-

He stops mid-word, in utter disbelief as nothing comes from his eyes. He looks around in shock, and then at his glasses, like he's in a dream. He stumbles back a step, then blinks hard and opens his eyes again. And again, nothing.

He spins around and runs, sprints to Alex's house.

INT. SUMMER'S HOUSE – NIGHT

Scott bursts in the front door and runs through the living room. He reaches Alex and Lorna's room and barges in without knocking. Alex and Lorna wake up, surprised, as Scott runs up to Alex and grabs his shoulders.

SCOTT

Am I dreaming?

ALEX

(stares at Scott's eyes)

Scott… what's going on?

SCOTT

(intense)

Is this a dream?!

Alex just shakes his head. And Scott steps away from the bed. He backs up to a chair in the corner and just sits down, staring at his glasses. He looks up at Alex and then Lorna, who are watching him with concern. Scott just laughs in a 'who would have thought' kind of way.

INT. SUMMER'S KITCHEN – MORNING

Scott and Alex sit at the table while Lorna cooks. Scott is rubbing his eyes.

SCOTT

Do you know how hard it's been for me to do this? To just rub my eyes. Something so simple, but

(beat)

I hated it. I hated so much of my life.

ALEX

Powers like that don't just disappear one day. Something happened to you, man. Probably the same thing that scrambled your memories.

SCOTT

Maybe. I don't know.

(beat)

Remember what I told you the last time I was up here? About the fall from the plane?

ALEX

(thinks for a moment)

Yeah. The doctors at your school said when you hit your head on the ground you lost the ability to control your powers like I can.

SCOTT

Maybe it's that simple? Maybe I hit my head, or fell or got in an accident or something. And whatever it was gave me some limited form of amnesia and turned my powers off.

ALEX

Could be.

LORNA

Why don't you take him to Dr. Windsor, and see if he can find anything wrong?

ALEX

Yeah. There we go. I'll take you to the Doc. At the very least he can give you a referral for an MRI or something in Anchorage. Or whatever it is they do with head scans.

Scott sits quietly, thinking.

SCOTT

Yeah. Why not?

EXT. COUNTRY ROAD – MORNING

Alex drives his truck through the countryside then into Whitter, with Scott in the passenger seat. Scott stares out the window, watching the sites, probably remembering everything from his days as a boy.

They drive past the docks and Scott watches as a seaplane pulls up to one of the docks, where a tall, brown-haired woman waits. He watches as the door on the plane opens and a man steps out with a box, which he hands to the woman. The woman turns, carrying the box up the dock, and Scott stares at her. An image of Jean flashes in his mind for an instant as he stares, and the woman does look a lot like her from a distance. The truck continues on, though, and Scott loses sight of her. He turns to Alex, who is watching the road, but he thinks better of it and says nothing.

EXT. DR. WINDSOR'S OFFICE – MORNING

Alex pulls the truck into the gravel parking lot of a small office building several hundred yards away from the town center. The tree line from the forest is just behind the building.

INT. DR. WINDSOR'S OFFICE – MORNING

A nurse sits at a desk in a small waiting room, writing on some papers, when Alex walks in, followed by Scott.

ALEX

Morning, Ms. Sadler.

MS. SADLER

Good Morning, Mr. Summers. I trust you're not feeling under the weather today?

ALEX

No, no. I actually brought my brother up to get him checked out. This is Scott.

MS. SADLER

Scott? Well, good to meet you. I'm Nurse Sadler.

SCOTT

(nods)

Morning.

MS. SADLER

What's the problem, today?

SCOTT

Uhhh. Head trauma. I bumped my head pretty good and I've been having headaches. I came in to see if it was a concussion.

MS. SADLER

Oh no. Well, we'll get the doctor to see you right away. Just fill this form out

(hands Scott a clipboard)

and have a seat.

ALEX

(to Scott)

You good? I gotta go pick up some things.

SCOTT

Yeah. Go ahead.

Scott sits down and begins filling out the paperwork as Alex walks out.

SCOTT

I'm good.

INT. WAITING ROOM – MORNING

Scott is still sitting in the waiting room, reading an old magazine, when the door opens and DR. WINDSOR appears. He's a thin, middle aged man with short, black hair, and he's wearing a typical white doctor's coat. He's holding a clipboard in his hand.

WINDSOR

Hello,

(looks at clipboard)

Scott?

SCOTT

(stands)

Hi.

WINDSOR

Come on in. Let's have a look at that head of yours.

Scott stands up and walks through the door, followed by Dr. Windsor.

INT. EXAMINATION ROOM – MORNING

Scott sits on an examination bed while Dr. Windsor sits on a rolling stool opposite him.

WINDSOR

Well, there's no sign of any trauma and everything else checks out just fine. So there doesn't seem to be anything physically wrong with you. And I'm not a psychiatrist, so I can't give you a real good reason for the memory loss and the nightmares. But I can hazard a guess. Stress causes a lot of problems for people around your age, and it only gets worse as you get older. Was your life stressful before coming here?

SCOTT

(nods)

A bit, yeah.

WINDSOR

Well, that could be part of it. My advice right now is to just rest for a while. This is a resort town so you might as well take advantage of it and let your body - and your mind - just heal for a while.

Scott nods silently. Windsor chuckles.

WINDSOR

Sorry. Not the prognosis you wanted to hear, right?

SCOTT

How do you mean?

WINDSOR

It's always more comforting for people to hear a definitive answer, instead of just 'go rest and maybe it'll get better.' But seriously, just take some time off if you can. Go down to the docks and have a drink, or take a plane ride, or get one of those luxury massages at the hotel down there. It's fantastic.

SCOTT

I'll have to look into that. Thanks.

WINDSOR

Anytime. Just make sure to come back if you have any more serious problems, or if you think it's getting worse. Ms. Sadler will take care of you from here.

Dr. Windsor walks out of the room, leaving Scott to his thoughts.

INT. WAITING ROOM – MORNING

Alex is sitting in the chairs as Scott walks out.

ALEX

Hey, so how long you got to live?

SCOTT

Long enough to beat your ass.

ALEX

Please. I'll always be younger, stronger and faster than you, old man. Even when we're in wheelchairs.

EXT. OUTSIDE WINDSOR'S OFFICE

Alex walks toward his truck, but Scott hangs back, looking back down at the coastline and the resort down there.

ALEX

You coming?

SCOTT

You know what… I think I'm just gonna walk around town a bit. Get my mind off things.

ALEX

Ok. You want me to come pick you up somewhere later?

SCOTT

Nah. I'll make it back.

Alex climbs into the truck.

ALEX

Ok, man. But be careful. Now that everyone can see your whole face, you're liable to scare everyone off.

SCOTT

(smiles)

Get lost.

Alex closes the door and drives off. Scott looks around, deciding where to go to first. To his left is the town square and to his right is the coastline, the docks and the resort. He turns toward the coast and starts walking.

EXT. RESORT AREA - DAY

Scott wanders down a walkway that leads from the town down to the hotel by the shore. He watches a cruise liner slowly pass by, and sees the thirty or so people standing on the side, probably watching the mountains behind him.

He passes a middle-aged couple who are walking toward town and smiles at them, but instinctively keeps his eyes down. The WOMAN smiles back.

WOMAN

Good morning!

Scott almost seems caught off-guard by her response. He stammers for a second, but manages to compose himself as they pass by.

SCOTT

Good morning.

He smiles to himself briefly as they continue on.

He notices that the path splits up ahead, going straight toward the hotel, or left to the docks. He stops for a second and stares at the docks, and at the seaplane docked there. He decides to head that way.

EXT. DOCKS – MORNING

Scott walks down the dock toward the seaplane, admiring it as he gets closer. A YOUNG MAN, about five years Scott's junior, steps out of the plane, carrying a jacket. He's in the middle of putting a deck of cards in one of the pockets, but stops when he sees Scott.

YOUNG MAN

Mornin'. Need a lift?

He speaks with a Cajun accent.

SCOTT

Oh no, I just came down to check out your plane here.

YOUNG MAN

You like her?

SCOTT

She's nice, yeah. Dehavilland Beaver, right?

YOUNG MAN

Yes sir. This thing's been around fifty years and still nothing like her out there.

SCOTT

Yeah, it's a good plane.

YOUNG MAN

You fly?

SCOTT

(smiles)

Yeah. Nothing like this, though.

YOUNG MAN

(motions inside)

Check her out. I don't mind.

SCOTT

Really?

YOUNG MAN

All yours.

SCOTT

Thanks. I'm Scott, by the way.

YOUNG MAN

Remy. Remy LeBeau.

They shake hands. Scott then walks through the hatch door and goes to the cockpit. He sits in one of the chairs and Remy follows, sitting in the other.

REMY

You from the resort?

SCOTT

No. I'm actually staying here with my brother. Alex Summers. He lives just northeast of town.

REMY

Can't say I've heard the name. Although I go back and forth so much that about the only people I know in any of these towns are the bartenders and the card players.

Scott smiles. He looks over the instruments in the cockpit.

SCOTT

What kind of engine?

REMY

Pratt & Whitney R985. 450 horsepower.

SCOTT

(nods)

This sure is a beauty. Looks like you keep her in good shape, too.

REMY

I try to. I have two actually. One here and another in Anchorage that needs a little work. But I've been thinking about expanding a little bit, what with all the boomers retiring and vacationing up here.

SCOTT

That's a good idea.

(smiles)

Let me know if you need another pilot. I'd almost work for free.

Remy laughs a little.

REMY

I just might.

SCOTT

Say, I saw a woman come up to town from the docks this morning, about an hour ago. She looked familiar. Do you know where she went?

Remy nods and points up the docks. Just above the coastline is a row of restaurants and shops. He points at one called the Galley.

REMY

Try that one.

SCOTT

(nods)

Thanks.

Scott moves out of the chair, but stops to shake hands with Remy again.

SCOTT

And thanks again for letting me check this baby out.

REMY

Anytime.

Scott walks out of the plane. Remy steps out and pretends to be distracted by closing up the plane and adjusting his jacket, but he carefully watches Scott as he walks away.

INT. GALLEY – DAY

Scott walks through the main doors of the Galley and waits at the counter at the front. He sees a few people milling about, but no one comes up to him so he continues to wait while looking around.

Finally, a WOMAN comes out from the kitchen and sees him. She starts walking toward Scott, who turns toward her and is immediately taken aback. She's tall, with dark brown hair, and features that are incredibly reminiscent of Jean Grey. Scott stares at her as she approaches him.

WOMAN

Hi there. Are you here for lunch?

SCOTT

(still staring)

Jean?

WOMAN

Umm, no. My name is Maddie.

(smiles)

Do I look like someone you know?

SCOTT

Yeah. Sorry.

(beat, composes himself)

I'm sorry. You look like a friend of mine. A woman I knew named Jean.

(beat)

You don't know her, do you?

MADDIE

Sorry. I don't.

SCOTT

Is your last name Grey?

MADDIE

Nope. It's Pryor. Madeline Pryor.

SCOTT

Scott.

(smiles, embarrassed)

I'm sorry, really. I don't mean to seem like a stalker or something. You just really caught me off guard.

MADDIE

That's ok. It happens all the time.

SCOTT

It does?

MADDIE

No.

Maddie laughs, and Scott does too after picking up on the joke.

MADDIE

So. Are you here for lunch?

SCOTT

Sure. Yeah.

Maddie looks at the clock on the wall, which reads 10:45.

MADDIE

Well, you're about fifteen minutes early, but I think we can round something up. You get your pick of tables.

SCOTT

Thanks.

Scott finds a table near a window and sits down. Maddie follows him with a menu.

MADDIE

I would highly recommend the shrimp pasta. Our chef makes amazing Alfredo sauce.

SCOTT

Sounds good.

MADDIE

Anything to drink?

SCOTT

Water's fine.

MADDIE

That'll be right out.

SCOTT

Thanks.

Maddie walks away and Scott tries to watch her inconspicuously.

INT. RESTAURANT – DAY

Scott is about halfway through his meal when a couple enters the restaurant and waits up front. Maddie appears again and shows them to a table. On her way back, she stops at Scott's table.

MADDIE

You know, you're really gonna think this is weird, but you look a little familiar to me, too.

SCOTT

I do?

MADDIE

Yeah. I don't know how, though. Are you a tourist?

SCOTT

No. No, my brother and his wife live up here, and I'm just up here staying with them for a while. Getting away from the city and all that.

MADDIE

What city?

SCOTT

New York. Just a little outside, actually. In Westchester County.

MADDIE

Wow. I've always wanted to go there. To New York City, I mean. I'm from Idaho. And I guess people from New York and people from Idaho don't accidentally cross each other's path very often.

SCOTT

(smiles)

No, I'd say that's rare.

MADDIE

You really do look a little familiar, though.

SCOTT

Does this help?

Scott covers his eyes with one hand.

MADDIE

Umm, nope. Do you wear a mask or something?

SCOTT

Yeah. My day job was as a costumed crime-fighter. I may have saved your cat once.

MADDIE

Awww. It's too bad I don't have a cat.

They both laugh.

INT. RESTAURANT – DAY

Some time has passed, and Scott's plate is half empty, and pushed aside. He continues to talk with Maddie, who's now sitting at the table with him.

MADDIE

My parents died when I was young, too. My uncle raised me until I was 18, when I was old enough to get my inheritance. I think I blew half of it on clothes and junk, but after college was over, I decided to open a restaurant in Boise. It did okay, but I wanted to get away.

SCOTT

To Alaska.

MADDIE

I know. That's a little weird, huh? I think my uncle gave me the idea. The previous owners of this place were friends of friends of friends of his or something, and they wanted to sell. So I decided, what the hell? I'll give it a try. So I've been here about six months now.

SCOTT

How do you like it?

MADDIE

No regrets. It's a little slow. Not business. Business is fine with all the tourists. I just mean life around here.

(laughs)

It's a little more like Boise than I care to remember.

SCOTT

I'm enjoying it. I've only been back a little while, but I'm starting to like it. I think I needed a break from the pressures of life back east.

MADDIE

(smiles)

That's good.

(beat)

It's a nice little town.

SCOTT

It sure is.

A moment passes between them, silently, where they both want to say more but don't. Finally…

MADDIE

Well, I need to get back to my customers.

SCOTT

Right. Yeah, I'm sorry I've been hogging you.

MADDIE

Oh, it's ok. I like talking with the customers every once in a while.

Scott smiles, pulling out some cash.

MADDIE

You make sure to come by and see us again, ok?

SCOTT

Actually, uh, I was wondering if you might be free for dinner sometime? Whenever you have a free night, that is.

MADDIE

Umm,

(beat)

Ok. Sure, I'd love to. How about tomorrow?

SCOTT

Great. That's perfect.

MADDIE

Here.

(pulls out a piece of paper from her pocket)

Let me give you my number.

(pulls out a pen and writes on the paper)

Just give me a call sometime tomorrow and we'll figure it out.

SCOTT

Great.

(holds out his hand)

It was really nice to meet you.

MADDIE

(smiles and shakes his hand)

Same here.

Maddie walks away and Scott watches her. She walks back to the kitchen door, glancing back at him before walking through. Scott gives a little fist pump as he walks away.

SCOTT

(to himself)

This has to be a dream.

INT. SUMMERS HOUSE – EVENING

Alex and Lorna are sitting on the couch, watching TV, when Scott walks in.

ALEX

There he is!

SCOTT

Hey.

ALEX

So is the town as boring as you remembered?

SCOTT

It's not that bad.

(takes off his jacket)

I met a girl.

Alex and Lorna look at each other, amused.

ALEX

Really now?

LORNA

Who is it?

SCOTT

Her name is Maddie. She runs one of the restaurants over by the resort, the Galley.

LORNA

I've been there. I don't know if I've met her before though.

SCOTT

She's only been here for a little while. She bought the place from the previous owner.

ALEX

You sly dog.

SCOTT

What?

ALEX

You've been here like 5 minutes and you've already gotten a hook up.

Scott shakes his head.

SCOTT

We just talked. That's it.

ALEX

Well, just make sure to tie a ribbon around the door handle when you bring her over. 'Cause Lorna likes to just barge right in to rooms without knocking.

LORNA

Shut up.

SCOTT

We just talked.

(smiles)

But we might go out tomorrow.

ALEX

Ha! I knew it!

LORNA

Wow, you're brother was right about you.

Scott shakes his head, smiling, while Alex laughs.

ALEX

Hey. To celebrate your upcoming conquest of a lucky female, I've got something to show you.

Alex stands up and heads toward the back door in the kitchen.

LORNA

Honey, your sex toys aren't that way.

ALEX

Quiet, woman!

EXT. BEHIND THE HOUSE – EVENING

Alex leads Scott to a sectioned off area behind the house, and points to the far fence, where a couple of wooden sawhorses stand. The sawhorses are covered with tin cans, wooden planks, and some old boxes.

ALEX

That's my practice range. I've been doing some of that training you told me to do.

SCOTT

Really?

ALEX

Yeah. What do you think?

SCOTT

Huh. I figured you'd just blow it off and go start some avalanches instead.

ALEX

Ok. I'm not five anymore. Check this out.

Alex holds one of his hands out in front of him and stares at one of the cans.

SCOTT

Which one are you aiming for?

ALEX

That chicken soup can.

(points)

The one on the left over there.

SCOTT

Careful, don't hit the pork and beans.

ALEX

Yeah, whatever.

SCOTT

Or that mountain over there.

ALEX

Will you let me work?

SCOTT

Sorry.

(beat)

Or your house, behind us.

ALEX

Shut up!

Scott smiles as Alex refocuses his attention on the can. After a moment of careful consideration, Alex pushes his hand forward in a quick motion, and a small red wave of energy projects out from it, which rockets to the can and knocks it off the sawhorse.

SCOTT

Impressive.

Alex fires two more successive blasts, knocking off the can and the piece of 2x4 that were sitting next to the first one.

ALEX

See, this is how we train. I knock everything over with my powers, and Lorna picks it back up with hers.

SCOTT

This is great. It's just like an old West shooting range.

ALEX

I know! It's awesome!

Scott laughs at his brother.

SCOTT

You will never grow up.

ALEX

You sound like Lorna.

(turns back to the sawhorses)

This is what I do when I get bored.

Alex holds both of his arms out beside him. In a rapid motion, he brings both of his arms forward and a large red wave fires forward. It barrels into all three sawhorses, knocking everything over, and rattling the fence behind it.

ALEX

I can't ever really just let loose, or I'd tear up the yard. Then Lorna would be pissed and she can throw dishes at me faster than I can break them.

Scott sits down at the edge of the porch behind him.

ALEX

Hey. You remember that one time we sparred?

SCOTT

Yeah.

ALEX

And when we blasted each other all it did was make us stronger, remember?

SCOTT

Yeah. There was an effort in futility.

ALEX

What if I did it now?

Scott looks at his brother pensively.

ALEX

Maybe it would bring your powers back?

Scott nods slowly. He thinks about this but doesn't seem excited by the idea.

SCOTT

I don't know.

ALEX

I could do it. If you want.

Scott sighs and looks up at the sky, thinking.

SCOTT

Maybe later. I'm thinking I might just ride this out for a while.

ALEX

(nods)

You like it? Being normal?

SCOTT

Normal?

ALEX

Come on, dude. You spent almost twenty years wearing those damn red sunglasses. Fighting super-powered criminals and bad guys. And now you're here. Sitting on a porch. In Alaska.

SCOTT

Nothing wrong with that.

ALEX

You're thinking about staying, aren't you?

SCOTT

I don't know. I haven't decided.

ALEX

Right.

SCOTT

Look, whatever happens, I just think I need some time away. A lot happened back in New York, and at Alkali. And I just need to figure things out for a while.

(beat)

I've never had this, you know? Just time to sit and think, or to do nothing. Maybe that's normal, I wouldn't know.

Alex nods. They're both quiet for a moment, until…

SCOTT

Why didn't you ever come out there?

ALEX

(shakes his head)

Nah. That place isn't for me.

SCOTT

You're a mutant.

ALEX

I'm an Alaskan. And that's about it. I live in my parent's old house, living off of research grant money, with a beautiful wife, and I don't have a care in the world.

SCOTT

You could make a big difference there.

Alex looks away.

ALEX

I don't know. Maybe. I thought about it. But I don't know if I could put up with you ordering me around all day. You're hard enough to put up with in small doses already.

Scott smiles.

ALEX

Hey, that reminds me of something. Come here.

Alex walks back into the house. Scott stands up and follows him.

INT. MASTER BEDROOM – EVENING

Alex walks into the room, followed by Scott. He heads for closet.

ALEX

Check this out. I'd forgotten about this stuff until earlier today, otherwise I'd have given it to you last night.

SCOTT

What is it?

Alex walks into the closet and reaches for a medium sized moving box on the top shelf. He pulls it down and brings it over to the bed. He opens the top and steps back, motioning Scott toward it.

ALEX

Take a look.

Scott looks in the box, and slowly reaches in. His expression is almost pained, and we see why when he pulls out his grey, metal visors, the ones he wore with the X-Men for so long.

ALEX

When you-

(puts his fingers up in 'quotes')

'died', they sent this to me. All your personal stuff.

Scott sets the visors down and continues looking through the box. He sees photos, old trinkets. He even pulls out another visor, only the metal on this one is gold colored, and more rounded than the other one.

SCOTT

My old visor.

(beat)

It's the one I first had, when the Professor started the X-Men.

Scott pulls out a picture of Jean. Alex stands there quietly as Scott stares at it for a long moment.

SCOTT

(sighs)

It's weird.

(beat)

Some of this stuff feels like it's from another lifetime. But others… it's like yesterday.

ALEX

(softly)

Yeah.

Scott starts putting stuff back in the box.

SCOTT

I'll go through this later.

ALEX

Yeah, sure, man. I just thought you'd want it back. You know, since you're alive and all.

(beat)

You are alive, right?

Scott lifts up the box.

SCOTT

Unfortunately.

INT. GUEST ROOM – NIGHT

Scott brings the box inside and sets it down on the floor next to the bed. He sits on the edge of the bed and leans over, looking through the items in the box. He pulls out some pictures and starts going through them. He finds one of him, Jean, Storm and Beast, when they were younger. He spends a while looking at one of him and Professor X. Then him and Storm, goofing around. Him with some of the younger students. Him and Jean…

He stops on that one, and stares, tears welling up. He looks up at the ceiling, trying to fight them off, but at the same time resigning himself to crying. After a moment, he puts the picture back in the box and lays down on the bed, staring up at nothing.

INT. CLASSROOM AT THE XAVIER INSTITUTE – DAY

Scott, age 16, walks into a classroom wearing aviator sunglasses with red lenses. A few other students around his age are already here and sitting down, waiting for class to start. Among the other students we see a young black girl with white hair, a hairy young man with large hands and feet too big for shoes, and a pretty girl with red hair.

The other students glance over at him as Scott sits at his desk and opens one of his books. He pretends to not notice anyone looking, but he's actually staring almost non-stop at the red-haired girl, watching her talk to another student. Suddenly, as if she knows she's being watched, she turns and looks right at Scott, who immediately looks down at his book, mortified.

WOMAN'S VOICE (O.S.)

(quietly)

Scott…

EXT. FOREST – NIGHT

Adult Scott is standing next to a building, in front of a wooden side door, about to reach for the handle. His face looks beyond determined, and almost frantic. The camera pans around and we see Caliban behind him approaching from the trees, in his large, muscular state. Just as Scott is about to turn the handle, we see Caliban pounce.

INT. UNDERGROUND LABORATORY – NIGHT

Sinister sits in a chair at a long table full of monitors, science equipment, and medical devices. He's mixing some chemicals when a blip on one of the heart rate monitors catches his attention. He stares at it for a moment.

Caliban enters the room and walks slowly up to Sinister's table.

CALIBAN

The child is ready, Master.

Sinister nods without looking away from the monitor.

SINISTER

Good.

Caliban waits at the end of the table, patiently, while Sinister watches the heartbeat on the monitor beat faster. Finally he gets up the nerve to speak.

CALIBAN

Is there anything else you wish of me, Master?

SINISTER

Not at the moment.

(returns to his work on the table)

But don't wander far. I believe our guest will be waking up soon.

Caliban turns to look off in the darkness to his left. He looks back at Sinister.

CALIBAN

Can't you just sedate him again?

SINISTER

Not yet. I think it's time we have another one of our talks.

Caliban nods and walks back out of the room, leaving Sinister to his work.

INT. SUMMER'S HOUSE – MORNING

Scott wakes up from bed and instinctively reaches for the glasses on his face, only to remember that they aren't there. He shakes his head, then rubs his eyes.

INT. SUMMER'S KITCHEN – MORNING

Scott walks into the kitchen to find Alex and Lorna already up, eating at the table.

LORNA

Good morning.

SCOTT

Morning.

ALEX

Hot date tonight?

SCOTT

(smiles)

Maybe.

ALEX

(fake fatherly voice)

You just better have her back by ten o'clock, young man.

LORNA

Where's the fun in that?

ALEX

Now that's the kinda woman I like!

Scott smiles.

SCOTT

(to Lorna)

How do you put up with him every day?

LORNA

It takes superhuman strength.

ALEX

We take turns playing good guy and bad guy.

LORNA

(corrects him)

Bad girl.

SCOTT

Please don't say anymore.

Alex and Lorna laugh.

ALEX

See, this is what you've been missing while you were off fighting mutants in New York.

Scott tries to smile, but his face turns serious.

SCOTT

I actually spent the majority of my time taking care of children who had been thrown out of their homes.

ALEX

Buuuut, you also fight super-powered mutants, too. Right?

SCOTT

(sighs)

Yes.

(beat)

That reminds me. I, uh… I wanted to talk to you two about getting a job down here. To pay my way.

LORNA

You don't have to do that.

SCOTT

No, really. I don't want to be a burden.

(beat)

In fact, I'm thinking I may stick around a little while. To kind of recharge my batteries, and relax a little bit. So, I thought I'd get a job to help cover expenses.

ALEX

You don't have to pay us anything, bro.

SCOTT

I want to. Really.

Alex and Lorna look at each other.

ALEX

Ok, then. I can take you to town today and we'll find something.

SCOTT

Good.

(beat)

This will be good.

EXT. WHITTER DOCKS – DAY

Remy is standing next to his plane, chatting with a few passengers as they load their luggage and board. Scott walks up and waves. Remy smiles and nods his head at Scott.

REMY

Any more staring at my plane and you're gonna have to buy her.

SCOTT

Actually, I came by to see if you were serious about expanding, and if you might really need another pilot.

Remy looks at Scott for a moment, sizing him up.

REMY

You want a job?

SCOTT

(smiles)

I was hoping, yeah.

Remy nods and looks back at the plane. Everyone is on board now.

REMY

Tell you what. I gotta take these folks back to Anchorage. But come by tomorrow around lunchtime and well talk.

Scott nods and holds out his hand. Remy shakes it.

SCOTT

Thanks. I appreciate it.

Remy starts walking back to the plane.

REMY

Not yet. You still need to prove you can fly this baby.

SCOTT

Count on it.

Remy laughs and climbs in the plane. Scott starts walking back, but stops to watch the Beaver start up and head down the water. As he reaches the storefronts he can see the plane take off into the air.

INT. RESORT RESTAURANT – NIGHT

Scott and Maddie sit at a small table in a corner of the resort hotel restaurant, next to a large window overlooking the water. It's a fairly fancy place, with a quite a few other couples scattered around.

SCOTT

I figured it would be pretty lazy of me to just take you to your own restaurant, and since there doesn't seem to be many options around here, I decided to try this place.

MADDIE

Don't worry. I'm low-maintenance. I'd be ok with a basket of bologna sandwiches.

SCOTT

(smiles)

Knowing me I'd burn them.

Maddie laughs, then they sit there quietly, looking around the restaurant, each trying to think of the next thing to say. Scott sees Maddie watching a waitress leading an older couple towards the table to her right. He turns to look back around the restaurant when a glint from the table catches his eye. He turns back to see one of the spoons falling to the floor, but he can't see what knocked it off. Confused, he looks at Maddie to see if she noticed it too, but her face is almost pale, like she's been completely caught off guard.

SCOTT

Are you okay?

MADDIE

Yeah, I'm fine.

Maddie quickly changes the subject.

MADDIE

So, what is it you did back in New York?

Scott watches the waitress seat the couple at the table. She doesn't notice the spoon on the floor, though.

SCOTT

I was, uh, I was a teacher. I worked at an Institute for gifted children. It was mostly for kids who came from broken families, or who'd had a rough time. But if they had a 'gift' and a desire to make something out of themselves, we would take them in and give them a new family, and a chance to get an education.

MADDIE

Wow! That's amazing, Scott.

SCOTT

(nods)

Yeah. I was actually one of the first graduates of the school, so I stayed on with some of the others and helped take care of the younger students. The headmaster of the school, we called him the Professor-

(smiles)

He's been like a father to me since I've been there. He got me out of some real trouble when I was young, and…

(beat)

Well, I just stuck around, you know?

MADDIE

So why did you leave?

Scott sighs. The conversation is starting to bring back old memories. He tries to carefully craft his answer.

SCOTT

I think I just needed some time away. We'll call it a vacation.

MADDIE

Well, that's very noble of you, everything you've done there. I admire teachers, I really do. Not everyone has the compassion or even the desire to give back like that.

Scott hears a loud clink behind him and to his right. He turns and sees a vase lying on its side on the wall ledge it was standing on. It's rolling slightly from side to side. He looks at the patrons behind him to see if one of them was responsible.

SCOTT

Did someone just knock that over?

MADDIE

I don't know. I didn't even see it fall.

SCOTT

Weird.

MADDIE

(a little nervous)

Yeah.

(beat)

I need to run to the restroom. I'll be right back.

SCOTT

Sure.

Scott watches Maddie as she walks away. After she turns the corner toward the restrooms, he turns back around and looks at the spoon lying on the floor.

EXT. WHITTIER MAIN STREET – NIGHT

Scott and Maddie walk down the street in front of the resort hotel. A long, wide deck that overlooks the water is to their right, and a few other couples stand at the edge.

MADDIE

I had a good time, tonight.

SCOTT

Yeah, me too.

(beat)

It was fun.

They continue walking, quietly. Finally…

MADDIE

So, how long do you think you'll be up here? In Alaska?

SCOTT

(smiles)

I don't know. I've been thinking about that actually.

Scott doesn't say anything after that.

MADDIE

And…?

SCOTT

I might stick around.

MADDIE

(smiles)

Might?

SCOTT

It's just that, I had a lot going on in New York. I was with a lot of people who I considered family. And I still do. I just …

(beat)

I'm not really sure I have anything left for me there. I think I'm finding myself at one of those crossroads where you have to pick a path and go one way or the other.

MADDIE

Choosing your future.

SCOTT

Exactly. And now that I'm here, it's almost like I'm back home.

MADDIE

I know it can't beat New York, but it's really nice up here. It's an incredible little community. I know it sounded like I was knocking it earlier, but in all honesty, I only wish I'd come here earlier.

SCOTT

It still reminds me of my parents. But it's not like I thought it would. It's almost cathartic, actually.

MADDIE

That's a good thing, though, right?

SCOTT

It is.

(beat)

And it's nice getting to spend some time with my brother, and his wife.

MADDIE

(smiles)

Can't get much closer family than a brother, right?

SCOTT

(smiles at Maddie)

You can get a little closer.

Maddie smiles and looks ahead. Scott reaches down and grabs her hand. She responds by moving closer.

SCOTT

I think I'm finding more reasons to stay up here every day.

MADDIE

You're a smooth talker, Mr. Summers. Did you learn that in New York?

SCOTT

I am anything but.

They stop and Scott leans slowly to kiss her. She leans in and they kiss for a brief moment. They embrace and kiss again, standing outside on the empty street, holding each other.

ONE MONTH LATER.

EXT. ALASKAN COAST – DAY

One of Remy's seaplanes flies high over the Alaskan coastline.

INT. SEAPLANE – DAY

Scott pilots the Beaver with Dr. Windsor in the back. Windsor stares out of the window, looking none-too-happy. The loud buzzing of the engine permeates the interior.

SCOTT

(talking over the noise)

So how was your trip to California?

WINDSOR

(beat)

Not so good.

An awkard silence follows, so Scott moves to fill it.

SCOTT

Sorry to hear that.

WINDSOR

I apologize for my demeanor. It's just that it turns out that a former colleague of mine has been making things difficult for me to continue my research.

(smiles)

I'd go into more of it, but it would probably sound like two old men slapping each other with their gloves.

Scott laughs.

SCOTT

We all have our own ways of conflict resolution.

WINDSOR

That we do, Mr. Summers.

Dr. Windsor looks back out the window.

WINDSOR

(quietly, to himself)

That we do.

EXT. WHITTIER DOCKS – DAY

The seaplane glides into the docks smoothly, and Remy is there to tie her up. The door opens and Dr. Windsor steps out. He greets Remy, who waves his hand back, then moves away from the plane.

The engines finally die down and Scott steps out of the plane.

REMY

I got her, mon ami. You get going.

SCOTT

Thanks, Remy.

Scott jogs up the dock, headed for the Galley.

INT. GALLEY – DAY

Scott walks into an unusually busy Galley shortly after lunch. He waits at the front and waves to the hostess, who waves back and motions him to the back. Scott walks through the restaurant and reaches the end of the bar near the kitchen door.

He waits at the bar for a moment before Maddie walks out and stops when she sees him.

MADDIE

Scott!

Scott turns around and his jaw nearly drops when he sees her. Maddie has dyed her brown hair to a reddish-orange color.

SCOTT

Maddie…

An image of Jean flashes in his mind, from their earlier days at the school.

MADDIE

Do you like it? I decided to do it last night, totally on a whim.

SCOTT

It's, uh

(beat)

It's nice.

MADDIE

You don't like it?

SCOTT

No, I do. It just caught me off guard. You looked like a completely different person.

He smiles at her as he realizes that he's staring at her hair.

SCOTT

So, are you coming by my brother's house later?

MADDIE

Yep. I'm getting out of here early tonight, but you need to pick me up.

SCOTT

Yes ma'am.

She smiles back at him and walks back over toward the bar, as he continues to stare at her. As he watches her walk, he pictures her wearing Jean's old X-Men uniform. The resemblance is striking.

INT. SUMMERS KITCHEN – EVENING

Alex, Lorna, Scott and Maddie sit around the dinner table, talking. Their plates are mostly empty by now.

MADDIE

So you're both geologists?

LORNA

Alex is. I'm actually a geophysicist.

ALEX

Yep. She was the hottest girl in the earth science lab in college so I had to make my move quick before one of the other nerds got her.

LORNA

I was the only girl in the earth science lab.

ALEX

That's not true. There was that girl who looked like a guy.

LORNA

I rest my case.

MADDIE

What does a geophysicist do?

LORNA

In a nutshell, I find potential oil deposits underground by studying the echo of sounds waves.

MADDIE

So you work for the oil company?

LORNA

Yes. I have an actual job. Alex here just leeches money from Universities.

ALEX

I live the good life.

MADDIE

That's fascinating. It has to be great having a job that requires you to basically study nature.

Lorna stands up and takes her plate to the sink.

LORNA

I enjoy it.

ALEX

In all seriousness, it's a blast. It'll be even better when I get around to getting my Ph.D. Then I'll make everyone call me 'Doctor Summers'.

SCOTT

I doubt that.

LORNA

Yeah, me too.

Lorna walks back to the table and starts picking up dishes as Alex stands up and walks over to the refrigerator. He pulls out two bottles of beer.

ALEX

(to Scott)

Let's go outside.

Scott squeezes Maddie's hand, then stands up to follow his brother outside. Maddie grabs her plate and takes it to the sink.

MADDIE

Let me help with these.

LORNA

No, it's ok. You do this for a living. Let me do it tonight.

EXT. SUMMERS BACK PORCH – NIGHT

Scott and Alex walk out back and Alex closes the door behind them.

ALEX

You know, I didn't want to say anything during dinner, but with her red hair, she kinda looks like that girl you were with in New York.

SCOTT

More than just 'kinda.' She's like her twin.

ALEX

How freaky is that?

SCOTT

Did I tell you that I thought she was Jean when we first met?

Alex shakes his head while drinking his beer.

SCOTT

I don't know. It's just weird. But my entire time up here has been…

(thoughtful pause)

Eccentric? Odd? I don't know. I can't describe it. It's like a good crazy, if that makes any sense.

ALEX

Nope.

Alex takes another drink as Scott glances back inside and sees Maddie through the window. He smiles as he watches her talking to Lorna.

SCOTT

It's ok, though. I can't complain.

Alex nods. The two of them stand there quietly, Alex watching the sky and Scott watching the woman he loves.

INT. BEDROOM AT MADDIE'S HOUSE – MORNING

Scott wakes up to find himself in an empty bed. He groggily looks around and notices the bathroom door closed but the light is on. He lays his head back down and closes his eyes.

The bathroom door opens and Maddie stands at the doorway. Something is in her hand.

MADDIE

Scott…

Scott lifts his head and looks over at Maddie.

SCOTT

Hey.

Maddie holds up her hand. She's holding a pregnancy test.

MADDIE

I'm pregnant.

Scott blinks at her, not sure what to say.

MADDIE

Yeah. Me too.

SCOTT

This is great.

(beat)

Right?

Maddie moves to the bed and sits on the edge next to Scott.

MADDIE

Yes! I mean it's unexpected. Completely unexpected. But it's great!

They hug.

MADDIE

I'll have to go see the doctor to make sure, but

(beat)

Wow!

Scott smiles.

SCOTT

I gotta go tell Alex and Lorna.

MADDIE

You going to call them?

SCOTT

No. I'll go over there and surprise them.

(he pulls Maddie closer)

In a little bit.

Maddie kisses him, smiling.

INT. SUMMERS HOUSE KITCHEN – DAY

Scott, Alex and Lorna are sitting around the kitchen table, celebrating.

ALEX

Uncle Alex.

(beat)

Uncle Al? Nah. Uncle Alex.

LORNA

And I'm Aunt Lorna.

ALEX

We better save some money. We're gonna have to load up on candy and toys.

Scott laughs.

ALEX

Why aren't you more excited, dude?

SCOTT

I am. I really am. I'm just still letting it all soak in.

LORNA

Are you getting Maddie anything?

SCOTT

Like what?

LORNA

A gift. You have to get her something. She's gonna have your child.

SCOTT

Oh. Ok.

ALEX

She already has something. His kid.

LORNA

(to Alex)

Shut up.

(to Scott)

Come on. I'll take you to the store and help you pick something out. When is her appointment?

SCOTT

(looks at the clock)

In about ten minutes.

LORNA

Let's go then. We'll get her something before she's done.

Lorna and Scott stand up.

LORNA

(to Alex)

Are you coming with us?

ALEX

Nah. You two ladies go do your thing. I'll sit here and scrounge up some cigars for the men.

Lorna pushes Alex's head as she walks by. Scott does the same.

EXT. OUTSIDE THE GALLEY – DAY

Scott pulls up outside the Galley in Alex's truck. He parks and gets out of the truck carrying a wrapped present. He walks inside.

INT. GALLEY – DAY

Remy sits at the bar, playing Solitaire. He has the draw deck in his hand, and he flips it over and over in his hand, slowly drawing out one card at a time. He glances up at the mirror behind the bar and watches as Scott walks in. Scott sees Remy watching him and walks over to the bar.

SCOTT

Hey Remy. You seen Maddie?

REMY

Not since I been here.

SCOTT

Hmmm.

(motions to the BARTENDER)

Hey, is Maddie in yet?

BARTENDER

I haven't seen her yet.

REMY

Got a date?

SCOTT

Better. She's pregnant. She's supposed to be back from the doctor by now, but I guess not.

REMY

Pregnant? That's great!

SCOTT

Thanks. I'd stay, but I think I'll go surprise her at the doctor's office.

REMY

Tell her I said congratulations.

SCOTT

(heading off)

Will do!

Scott jogs out the door and Remy's smile disappears. He turns and looks at himself in the mirror with a disapproving look, but he doesn't linger too long. He focuses back on his cards.

INT. DR. WINDSOR'S OFFICE – DAY

Ms. Sadler sits at the reception desk filling out some forms as Scott walks in.

MS. SADLER

Back so soon?

SCOTT

No, actually. I was gonna meet Maddie, Ms. Pryor, after her appointment.

MS. SADLER

Oh. Well, I'm sorry but she hasn't shown up for her appointment yet.

Scott looks at Ms. Sadler like she's joking.

SCOTT

What? She's not here?

MS. SADLER

No. She missed her appointment. I called her and left a message but she hasn't returned it yet. So I can't tell you when she's coming in.

SCOTT

Really.

(beat)

Umm, ok. If I see her I'll tell her to get back with you.

MS. SADLER

(smiles)

I'd appreciate that.

Scott starts walking out, a little confused.

MS. SADLER

Have a good day, Mr. Summers.

SCOTT

You too.

WOMAN'S VOICE (O.S.)

(very quiet)

Scott…

Scott hears a voice, barely audible, but he stops and looks back. No one else is in the waiting room, and Ms. Sadler is looking down at her forms again. Scott shakes it off and walks outside.

EXT. PARKING LOT – DAY

Scott leaves the office and heads toward the truck.

WOMAN'S VOICE (O.S.)

Scott…

He stops and looks around. He's sure he heard it this time, but he can't see anyone around.

WOMAN'S VOICE (O.S.)

Scott…

He recognizes the voice now as Maddie's. He stops and waits, hoping to hear it again. A long moment passes, however, and he hears nothing. He climbs back in the truck and drives off.

INT. MADDIE'S HOUSE – DAY

Scott runs through Maddie's house, checking each of the rooms. He's frantic now, anguished.

SCOTT

Maddie!?

He throws open the bathroom door, but it's empty. He does a double take when he sees the pregnancy test box on the counter. He slowly reaches for it. His fingers stop and rest on the box and he looks down, but not at the floor. His eyes aren't seeing anything right now.

SCOTT

Maaaaddddiiie!

He throws the box through the bathroom door and it sails across the bedroom. He walks over to the nightstand and picks up the phone. He calls her cellphone, but he hangs up when he starts to hear the disconnected tone and message.

He picks the phone back up and dials again, only this time Alex answers.

ALEX (O.S.)

(through phone)

Hello?

SCOTT

Alex.

(beat)

It's Scott.

ALEX (O.S.)

What's up, man?

SCOTT

I can't find Maddie.

ALEX (O.S.)

What do you mean?

SCOTT

I can't find her anywhere. I checked the restaurant, her house, Dr. Windsor's office. I called every phone number I can think of.

(beat)

I can't find her anywhere.

ALEX (O.S.)

You're kidding. You checked the doctor's office?

SCOTT

Yeah, she never showed up for her appointment.

MADDIE (O.S.)

Scott…

Scott puts down the phone.

ALEX (O.S.)

Where are you now? Her house?

SCOTT

Maddie?

MADDIE (O.S.)

Help…

An image of Dr. Windsor appears in Scott's mind, as he leans over to examine someone.

Scott drops the phone and runs out of the house.

ALEX (O.S.)

Scott? You there?

EXT. TOWN - DAY

Scott pulls into a store parking lot that faces Dr. Windsor's office. He parks in a spot at the far corner and backs in so he can face the office. He sighs, still trying to convince himself that he should be here, but he's obviously at the end of his rope. So he leans forward and crosses his arms on the steering wheel, staring at the office.

EXT. OUTSIDE WINDSOR'S OFFICE – EVENING

As the sun sets, Scott still waits in the truck. He looks tired, but he continues to watch the office for any sign of Maddie. We hear a door open and Scott looks up. He sees Dr. Windsor leave the office and get into a sedan parked in the back. At the same time, Ms. Sadler walks out the front door after locking it. She gets in a small truck and drives away. Scott watches Windsor pull away at the same time in his sedan. After a moment to make sure no one is left or watching, he gets out of the truck and moves toward the office.

Scott runs up to a window on the side of the building and peers in, seeing no one. He tries the side door a few feet down but it's locked. He moves back to the window and looks all around again, making sure no one is nearby. He looks like he's steeling himself to break the glass, when he hears a noise behind him. He spins around and looks back at the trees where he was hiding, but sees nothing.

CUT TO:

We see Scott from the trees, watching back in this direction. A pale-skinned foot steps off a thin, broken tree limb.

CUT TO:

He turns back around but this time he's thought better of breaking in through the window. He starts moving around to the back of the office and checks the door there. Also locked. He looks around for another window but sees nothing.

CUT TO:

Someone moves toward Scott from behind as he stands facing the back door to Windsor's office building.

CUT TO:

Scott puts his hand on the door and pushes it, trying to gauge how solid it is, or how sturdy the hinges or the lock is. He looks like he's getting ready to just barrel it down with his shoulder when something makes him stop and turn around.

Behind him is Caliban, in his hulking form. Caliban leaps at him and Scott barely manages to duck to the side. Caliban manages to grabs Scott's arm, however, and throws him to the ground.

Scott rolls with his momentum and quickly hops back. Caliban is again right on top of him, though, and smacks him back to the ground. Scott manages to kick Caliban behind the knee, then uses his legs to knock him off balance.

Scott tries to run, and is again tripped up by Caliban. When Scott hits the ground this time, he sees someone walk around the corner of the building and stand right in front of him. Scott looks up to see Remy.

SCOTT

Remy! Help!

Remy just looks at Scott, almost sadly.

REMY

Sorry, mon ami.

He leans down and punches Scott, knocking him out.

Darkness. Then…

INT. DARK MAKESHIFT OPERATING ROOM – NIGHT

Scott wakes up, dazed, and strapped to an operating table in a long, dark room. He lifts his head up and tries to look around, but everything is fuzzy to him. He struggles weakly against the leather restraints holding him to the table.

SCOTT

What…?

WINDSOR (O.S.)

Hello, Scott.

Scott opens and closes his eyes, trying to focus.

SCOTT

(groggy)

Doctor… doctor Windsor? Is that you?

WINDSOR (O.S.)

Yes.

SCOTT

What's going on?

(pulls against the restraints)

Why am I, why am I tied down?

WINDSOR (O.S.)

To keep you here. I'm afraid I can't let you wander around unsupervised any longer.

Scott still can't see Windsor, but the direction of his voice is coming from a set of tables at the far end of the room. There is a figure sitting there, but all he can see is part of a silhouette behind some stacked equipment.

SCOTT

What?

(struggles violently)

What is this? What are you doing?

Scott looks over and sees someone else laying on a gurney against the wall to his left. He blinks his eyes, trying to focus in the dim light, and he recognizes Maddie. She is also strapped down, but unconscious.

SCOTT

Jean…?

(beat)

Maddie!

A figure approaches Scott from the tables. As he gets closer, the shape seems to be a lot bigger than Dr. Windsor.

SCOTT

(yelling)

What did you do to her?! Let her go, now!

The figure finally emerges from the darkness and we see Mister Sinister, with the hint of a smile on his face. Scott stares back at him, confusion evident on his face.

SINISTER

I find it interesting, every time we meet like this. I always wonder if you ever recognize me.

Caliban also appears from the far end of the room, but he stays farther back, well out of the way. When Scott sees him, he almost cowers back into the darkness.

SCOTT

Who…? Who are you?

SINISTER

What is it they call me, Caliban?

CALIBAN

(quietly)

Mister Sinister.

SCOTT

…Sinister…?

Sinister cocks his head at Scott.

SINISTER

What is that? A hint of a memory, maybe?

SCOTT

Whoever you are… when I get out of here

(struggles)

I will make you pay for this!

Sinister starts walking around the table.

SINISTER

(nods)

I'm sure you would. I was thinking, however, that this time we could try something different. Instead of wrangling over the details of morality and the semantics of justice, how about I just tell you the whole story from the beginning? You can feel free to threaten me later.

SCOTT

Why do you keep acting like we know each other? I've never seen you before, you psycho!

SINISTER

Remember the orphanage?

Images of the operation flood into Scott's mind. The drugged-up haze, the voices, the fear. Scott's face is frozen in shock as it all comes back to him.

SINISTER

No?

Sinister's body rapidly contorts down in size until it looks just like Dr. Milbury.

SCOTT

(quietly)

No…

Sinister returns to his normal form. Scott looks like he's in shock.

SINISTER

Dr. Windsor. A host of others.

(beat)

I was even at your school once. Just to check in on you and Miss Grey.

SCOTT

A shapeshifter.

SINISTER

No. Not a shapeshifter. A geneticist. With a number of unique abilities.

Sinister holds up his hand, and Scott watches as it seems to melt into a liquid that runs down his arm. After a moment it stops and starts running back up, reforming into his hand.

SCOTT

So what am I? Your experiment?

(louder)

A guinea pig?

SINISTER

No, Scott. I use the other mutants as guinea pigs. But not you. You're different.

(long beat)

You're almost like a son to me.

Scott is beyond shock and anger now. He's starting to show fear. He starts looking around for a way out, for anything that can help him.

SINISTER

I've watched over you for a long time. Ever since your parents died.

Scott watches Sinister carefully at the mention of his parents.

SINISTER

Do you know why?

SCOTT

(quietly)

You're a freaking maniac.

SINISTER

I would think you'd be a little more grateful to someone who saved your life.

Scott glares at Sinister.

SINISTER

Like I said, earlier. Let's start from the beginning.

(beat)

Your lover, Miss Grey, when she was lost at Alkali Lake some time ago, a hundred years worth of long laid plans were threatened. Not destroyed, mind you. I have backup plans for my backup plans.

(nods towards Maddie)

But I went out there anyway to retrieve the body and see if I could remedy the situation. And imagine my surprise when I found you there instead.

(beat)

My prize pupil, lying dead in the lake.

SCOTT

You're lying.

SINISTER

Patience, Scott.

(beat)

Modern medicine would have pronounced you dead and had you buried the next day. But I'm better than that. I was able to bring you here and revive you. However, I couldn't send you back to your X-Men and let you continue on with Miss Grey dead. Especially now that things are becoming more perilous by the day. So I brought you here, where I could watch over you, and exercise a little more control over your relationships.

(beat)

You see, you and your brother are the products of over a century of genetic manipulation. I discovered the Summers family gene long, long ago, and I knew when I found it what I could do with it. And what others would do with it if I let them.

Sinister puts his hand up to his face in a thoughtful pose, like he's stroking beard that isn't there.

SINISTER

Do you know what your mutation is?

SCOTT

(beat)

My powers are gone.

SINISTER

No. I put a block on them before I revived you and let you loose in town. It's a shoddy one, unfortunately, for reasons I'd not care to elaborate on, but your 'powers' are still there.

(beat)

Your mutation is not your optic blasts, at least not by themselves. Your mutation, as is your brother's, is the ability to absorb ambient energies and store them, like a fantastically efficient rechargeable battery if you need an example. Alex radiates it out of his body, completely wastefully. But you,

(points at Scott for effect)

you have the natural ability to harness it, and focus it.

Scott is silent.

SINISTER

Now, take Miss Grey. She is, quite possibly, one of the most powerful telepathic and telekinetic mutants in the world. However, her problem is her limited energy supply. She can't sustain high levels of focused projection for much longer than a few moments.

(beat)

Now imagine a mutant, with her abilities, powered by yours.

(beat)

Unfortunately, she's no longer with us. But her death was an event that lead me to my greatest creation.

Sinister motions toward Maddie. Scott, who had been avoiding even looking at Sinister for most of this conversation, is now very interested in what he has to say.

SINISTER

I had already started the process many times before, just as a safeguard, but I'd never actually finished it out. Until now.

Scott looks at Maddie, and then back at Sinister. It takes a moment, but realization finally settles in.

SCOTT

A clone…?

Sinister smiles. Scott leans his head back, anguished.

SINISTER

If it helps, think of her as a twin sister. It's essentially the same thing.

Scott shakes his head.

SCOTT

Why don't you just kill me and get it over with?!

SINISTER

Haven't you been listening? I have no desire to kill you, Scott. On the contrary, you're quite valuable to me, as is your precious Jean, or more precisely, your bloodlines. Your child is the result of over a century of study, and planning. Now that it's here…I'll have what I need.

SCOTT

My child?

(beat)

No!

Maddie's body jump slightly. Scott notices this but Sinister does not.

SINISTER

This child is mine as much as it yours, Scott. I'd wager I've put far more work into conceiving it than you have.

Remy walks into the room, and stands near the door. Scott stares at his former friend with nothing less than hatred in his eyes. Sinister glances back at Remy and a small smile creeps onto his face.

SINISTER

I'll forgive you for not knowing much beyond your own limited vision, but there are mutants in this world far more powerful than you, or even I. To you, your Professor Xavier, or his foil, Lensherr, must seem like gods. But they would be mosquitoes compared to my master.

SCOTT

Your master is your insanity, you psycho!

Sinister shakes his head slowly. He's completely serious now.

SINISTER

No.

(beat)

My master is Apocalypse.

Sinister moves in close to Scott.

SINISTER

I've told you all of this because I want you to know that I have a purpose beyond just playing God. I haven't spent most of my life directing the Summers and Grey bloodlines for nothing. There is a man out there… a creature, that has been around for millenia. And he's as powerful as he is old. He's the one who made me into what I am. He's the one that pushed me to find you and Miss Grey so long ago. He's the one who wants your child as a weapon so he can rule the world and crush everyone he deems as weak or unworthy.

(beat)

But not I. I would use your child to defeat him. To save humanity. I am your ally in all of this, and I would hope that you could put aside your near-sighted feelings of anger and help me to end his menace once and for all!

SCOTT

Get. Away. From me.

Sinister steps back slowly. He puts his hands behind his back, gathering himself after his uncharacteristic outburst.

SINISTER

I wish I could say I empathize with you, Scott. But the truth is I don't. Your child is the weapon Apocalypse wants, because he fears it. That makes him the weapon I need, to end his dominion over me, and over you. The world can not imagine the horrors he would unleash if he were to rule. He would spawn an Age to last a hundred millennia. Where everyone would be his slave.

(beat)

He was born in ancient Egypt, so the ruthless ways of the old pharaohs are what he knows, what he wants. Is that what you want, Scott? To run away with your son, and your wife, and be 'normal'? To be hunted down by his hounds for the rest of your life while the world falls around you?

This gets Scott's attention.

SCOTT

Son?

SINISTER

Yes. Son.

SCOTT

You're lying. You're making this all up to mess with my head! There's no Apocalypse. There's just YOU!

Sinister sighs in resignation and looks at the floor. He almost seems a little disappointed, but he quickly moves past that.

SINISTER

So be it, Scott. We've had this conversation before, and I suppose we'll have it again sometime. We always do. I find it to be cleansing for me.

Scott has a flashback to the orphanage, and Dr. Milbury.

SINISTER

I'll give you this opportunity to calm down and think on what I've said, and maybe, just maybe, this time around you'll see past your narrow sense of honor and justice and realize that I'm right. There is an enemy before us with vast powers, Scott, and he has no sense of right or wrong in the grand scheme of things. He only cares about what's right for him.

Sinister steps in close, leaning over Scott.

SINISTER

(quietly)

You and I would be much more powerful if you stopped fighting me. With you around to guide your son, and your new Jean, Apocalypse will fall and the world will be a safe place for you two to raise your child.

Sinister turns and starts walking away.

SINISTER

Think on it, my son.

Sinister walks out of the room, followed by Caliban, while Remy stays behind. Scott looks up at the ceiling. Neither says a word for a long moment, until…

SCOTT

Here to gloat?

REMY

No.

(beat)

Sorry it had to be like this.

Scott struggles against his bindings, knowing full well that he can't break them.

SCOTT

Why are you working for him?

REMY

(beat)

That's between him and me.

Scott looks back over at Maddie. He sighs.

SCOTT

Are you a mutant?

REMY

(shrugs)

That's what they tell me.

SCOTT

You know you don't have to work for him. I don't know what he has on you but I'm from a school, in New York. We help people like you come to terms with their mutations.

REMY

You help 'people like me?'

SCOTT

People like us!

(beat)

Don't try and make me out to be the bad guy here.

Scott is frustrated now, so he tries a different tactic.

SCOTT

What's your mutation?

Remy looks at Scott for a long moment. Finally, he picks up an empty vial on the table nearby. Remy's eyes begin to turn a fiery red, and the vial starts to glow and crackle with energy, then in a flash Remy tosses it toward the far wall. The vial speeds toward the wall and explodes in a loud pop.

REMY

The doc says I amplify the kinetic energy in things. I can touch anything and turn it into an 'explosive projectile'.

SCOTT

Is he using you to breed weapons, too?

REMY

Sorry, mon ami. That honor falls to you and the lovely Ms. Pryor. You're kinda his golden child.

SCOTT

You can't let him do this, Remy. If you let me out of here, I can get to people who can stop him, and end whatever he's holding over you.

REMY

(beat)

The doc saved my life. How are you gonna erase that debt? Kill him?

SCOTT

So his one good deed justifies everything he's done to me? To my family?

REMY

(shakes his head)

I know it ain't easy to see the big picture here, but he's right about Apocalypse. That guy is a lot more dangerous than the doc could ever be. The thing about the doc is that he's an honorable man in his own way. He's all about the science, about moving forward. And if he makes a promise, he keeps it. You may not like his methods, but there's something deep down inside him that's doing all of this for the right reasons. Apocalypse, though

(beat)

There's a guy who's cruel just for the sake of bein' cruel. If you really want to use up all your energy fighting someone, I'd save it for him.

Remy stands there a moment but Scott doesn't say anything. He finally just walks away, leaving Scott in the darkness.

INT. LABORATORY – UNKNOWN TIME

Scott lies on the table, still strapped down, staring at the ceiling, or more precisely, staring through the ceiling. He seems to be lost in thought.

His eyes move to Maddie, who still lies unconscious.

SCOTT

Maddie.

(long beat)

I know you're there. I know you can hear me. Because I can hear you. I heard you all along, I just wasn't listening.

Scott struggles against his restraints.

SCOTT

I just wasn't listening!

Movement catches his attention and he turns back to Maddie. Her head has turned the other way. Scott's eyes go wide.

SCOTT

Maddie.

(beat)

Maddie! Come on! I know you're in there!

Scott turns back to the ceiling, his eyes darting around. He's thinking furiously now.

SCOTT

(quietly)

Come on…

He hears footsteps coming down the hallway and he stops, trying to stay perfectly still. The sound gets closer, and closer, until finally Sinister walks into the room. He stops and looks at Scott, who is watching the ceiling again.

Sinister walks across the room. He stands at the side of the gurney and watches Scott, who refuses to meet his gaze. Sinister slowly walks round to the other side, looking thoughtful. He stops and waits near Scott's left hand.

SINISTER

You know, I had children once. Long ago. I don't say that to evoke sympathy from you, I only want you to know that I was a father, too, not just the monster you envision me to be in your mind.

SCOTT

'Monster' isn't even close.

SINISTER

It's very natural to cling to your sense of what's right, especially in difficult situations. You lost your parents at a young age. Your adolescence was anything but normal. And even after turning yourself around at Xavier's school, you've suffered a very traumatizing loss, recently. I can understand if you need something to hold on to, to get through trying times.

SCOTT

It's something you can't take from me.

SINISTER

But what if it's wrong? What if the necessary thing to do to save the future of your people is to let go of your preconceptions of morality?

Scott closes his eyes. Sinister waits for a long moment, before finally walking back to his table.

SINISTER

So be it.

SCOTT

Wait.

Sinister stops.

SCOTT

What was real?

SINISTER

Pardon me?

SCOTT

Everything in Whittier. What all of that a dream?

SINISTER

No.

Sinister walks toward his tables at the back of the room.

SCOTT

Everyone was real?

SINISTER

If you're asking me if I inserted memories into your mind, or cloned anyone else, then no, I did not.

SCOTT

(frustrated)

Then why not just clone me too, or the baby, and get it over with? Why put me through all of this?

Sinister picks up a syringe from his table and checks it. He takes the cover off of the needle and squeezes a small amount of the fluid out.

SINISTER

I prefer to let nature do the hard work as much as possible. I've learned that things usually end up better that way. But now, time is no longer on my side.

Sinister moves back toward Scott.

SINISTER

Once I erase all of this from your memory, I might send you back to your X-Men. Maybe once you're on the front lines of this coming war, you'll be more understanding of what it is I'm trying to do.

SCOTT

You better pray I don't remember this. Because if I do, I'll kill you.

SINISTER

If you must.

Sinister injects Scott with the syringe. Scott tries to fight off the effects and struggles mightily against his restraints, but he quickly becomes drowsy and lays his head back. Just before falling asleep, he turns to look at Maddie, then closes his eyes. Sinister watches him, almost sadly, then walks away.

SINISTER

Until next time, Scott.

INT. HOTEL ROOM - MORNING

Scott wakes up with a start in the same hotel room he was in earlier. He looks around, trying to get his bearings, but it's almost like he's moving in slow motion. He sees the backpack, and gets up to check the bathroom and look out the window, but he doesn't seem to be consciously directing himself like the first time around.

MADDIE (O.S.)

Scott…

The sound of the voice causes him to stop for a moment, but there's no sense that he recognizes it, or even cares. He picks up the backpack and walks out of the room.

EXT. OUTSIDE THE HOTEL – MORNING

Scott walks out of the hotel room with the backpack hanging over his shoulder. He turns toward the sign for Whittier and stares at it, reading it over and over. He looks around and sees rugged, snow covered land surrounding him for miles in every direction.

MADDIE (O.S.)

Scott… please…

He starts walking toward the sign, but now the land around him has turned to water, and he's walking along the coast.

When he stops to look at the water, he sees himself, and a flicker of recognition hits him. He reaches up to his glasses, and slowly starts to pull them off, but he hesitates at the last second. His hand hangs in the air, his glasses half off and his eyes shut, before he finally puts them back on.

The water has turned back into land now, and he starts walking down the road.

EXT. OUTSIDE WHITTIER – DAY

Scott steps out of the truck.

SCOTT

Thanks, again.

The truck drives off and Scott looks around at the town. This time, he

seems to be closer to the docks than he was before.

MADDIE (O.S.)

You're close…

He sees the Beaver parked below, and he sees Maddie and Remy standing next to it, talking. He's walking along the road headed into town now, but he still watches the two of them talk. Maddie turns to look at Scott and her face becomes frantic, but she doesn't say anything. Scott watches her sadly, but keeps walking.

Something catches his attention and he turns the other direction, to look into the woods. He sees Caliban standing between the trees, looking off in the distance. He glances at Scott for a brief moment, turning back to look at whatever it is he's looking at. Scott tries to follow his gaze and he sees Alex and Lorna walking through town, unaware of himself or Caliban. He turns back to Caliban, only now he sees Sinister standing behind him, looking back at Scott.

Scott turns away, scared, and keeps walking toward Alex and Lorna. They're walking away from him, though, and he has a lot of ground to cover, so he starts jogging after them. His legs are failing him, however, and he stumbles every time he tries to move too fast. He turns back again, and Caliban and Sinister are now behind him, following him.

He turns around and takes off his sunglasses, ready to hit them with his blasts but nothing comes out. He stands there helplessly as Caliban moves past him, after Alex and Lorna. Sinister walks right up to Scott, a syringe in his right hand. Neither of them says a word, and Scott only then thinks to look for Maddie, but she's no longer at the docks. In fact, he can't see her anywhere.

In a panic, he tries to back up, away from Sinister, but he can barely move his feet now. He can only stand there and watch as Sinister sticks the needle in his arm.

SINISTER

I'm on your side, Scott. I always have been.

Scott is angry now. He reaches out and grabs Sinister's right arm. He grabs the hand holding the syringe and then closes his eyes as he jabs it into his heart, over and over again. He feels no pain, so he doesn't stop. Sinister just watches with a look of regret on his face.

Scott finally drops to his knees.

SCOTT

Jean.

MADDIE (O.S.)

I'm here, Scott…

INT. LABORATORY – NIGHT

Scott wakes up with a start, still strapped to the table, but awake. He's breathing heavy, and a little woozy, but he quickly gets his bearings and scans the room, which is empty except for Maddie.

SCOTT

(whispers)

Maddie!

(beat)

Maddie, I heard you! I can hear you!

She doesn't respond. Frustrated, he pulls on the restraints again, trying to use his emotions for extra strength.

SCOTT

(groaning)

Come… On…

He finally stops and turns toward Maddie, the desperation clear on his face. He's just about to lean his head back in failure, though, when he sees her move again.

SCOTT

(whispers)

Maddie!

She still doesn't respond. Scott thinks, trying to figure out what's happening. He closes his eyes for a moment, then opens them and looks at Maddie angrily. We see an image of the operation at the orphanage flash through Scott's mind.

Maddie turns her head.

SCOTT

Come on, Maddie. Come on.

More images. Dr. Milbury. The kids at the orphanage. Falling from the plane. Scott focuses on every bad moment in his life, letting the rage fuel his thoughts. It's obviously affecting Maddie as her head turns back and forth, likes she's in the middle of vicious nightmare. She's mouthing something inaudible.

SCOTT

Come on!

Suddenly, she opens her eyes and screams, but no sound comes out of her mouth. Instead, a telepathic wave emanates outward from her. The world seems to bend as the wave explodes out from her, and it knocks around everything in the room it touches, including Scott. In an instant, though, it's passed, and Maddie is lying back on the bed, only now she's awake, but very groggy.

Scott, however, hasn't noticed. After the psychic scream passes through him, he starts groaning in pain. His eyes start to glow and he arches his back. Without warning, his optic blasts return with a fury, firing out from his eyes straight upward through the ceiling. The blasts blow a giant hole through it, and fire out into the night sky until Scott finally closes his eyes.

EXT. SUMMERS HOUSE – NIGHT

Alex sits on the back porch, drinking a beer. His head is leaned back, like he's drained of energy, and he has a weary expression on his face. Something gets his attention, though, and he looks up to see Scott's blast far off in the distance. His eyes go wide.

ALEX

Holy…

He drops the beer and takes off at a full sprint in the direction of the blast.

INT. LABORATORY – NIGHT

Scott turns and tries to brace himself for the debris that's falling all around him now. Maddie wearily watches chaos around her, trying to get her bearings.

MADDIE

(weak)

Scott?

SCOTT

Maddie! Are you ok?

MADDIE

(weak)

I don't know. What happened?

Scott, with his eyes still closed, leans over and opens them just enough to blast off his bindings. He breaks each of them and finally slides off the table. He collapses to the ground, however, as his legs haven't been used in a while.

SCOTT

Maddie. I can't open my eyes right now. I need you to tell me what's around me.

MADDIE

Scott, what's wrong?

Scott crawls on the floor towards Maddie's voice.

SCOTT

We have to get out of here fast.

MADDIE

I'm… I'm tied down. I can't move.

SCOTT

I'll fix that. I'm almost there. I promise.

Scott starts slowly standing. He leans on another table, overturned by Maddie's scream, and painfully takes one step at a time. Maddie suddenly looks apprehensive.

MADDIE

Scott…

(beat)

Someone is coming.

Scott turns his head, listening. He hears nothing.

SCOTT

Maddie. You have telepathic and telekinetic powers. I know all about it. I have powers too. We're both mutants.

MADDIE

Scott…

SCOTT

No! Listen. We don't have time. I need you to use your powers to talk to me in your mind. You can pass images of what you see to me, so I can get to you.

Maddie turns toward the hallway, frightened.

SCOTT

Do you understand? We have to do this fast. There's no time to explain everything.

MADDIE

Ok!

(beat)

Ok.

Maddie looks at the hole in the roof, then she looks at Scott. She closes her eyes and tries to concentrate. After a moment, Scott nods his head.

SCOTT

That's it. I can hear you.

(beat)

I can 'feel' the room now. You're doing great.

Scott starts walking slowly. His legs are still failing him, but they're starting to get their mobility back. However, his movements are taking him toward a mound of rubble where his optic blasts cut from the roof down to the side wall. The rubble forms a slope that can be used to climb up to the roof. He reaches the wall and feels the rocks.

SCOTT

Maddie?

MADDIE

They're almost here, Scott! You can climb up those rocks and get out of here. Go get help and come back!

SCOTT

No!

MADDIE

Scott, please!

SCOTT

No! Not again!

MADDIE

They're almost here, Scott! He's almost back! Hurry and climb!

Scott's face is anguished, but he seems to understand. He nods and starts climbing.

SCOTT

I'll be right back for you, Maddie. I'll get Alex and Lorna and we'll take care of this.

MADDIE

(quietly)

I know you will.

Scott climbs up the rubble mound and disappears over the top. Maddie watches the hallway entrance carefully.

EXT. OUTSIDE WINDSOR'S OFFICE – NIGHT

Scott ends up climbing out of the ground in a field about forty yards from Windsor's office. His eyes are still closed, so he holds his hands out in front of him as he starts walking away from the giant hole.

INT. LABORATORY – NIGHT

Maddie closes her eyes again.

MADDIE

(quietly)

Go this way.

EXT. OUTSITE THE OFFICE – NIGHT

Scott stops. He waits and then nods, walking in the direction Maddie is guiding him. He still has his hands out to keep from walking into trees, but he can 'see' where he needs to go.

INT. LABORATORY – NIGHT

Maddie opens her eyes. She's scared to death now. She watches the hallway and her eyes get bigger. Just then Sinister walks in, followed by Caliban.

Sinister stops and stares at the room, and at the giant hole above. He does not look pleased. He turns toward Maddie, who is too frightened to even look away. Without saying a word, he walks over to the far end of the room, where his work table still stands. A couple of the monitors have been knocked over, and most of the equipment is on the floor, though. He opens a drawer and pulls out a syringe, then walks over toward Maddie.

Maddie opens her mouth and shakes her head.

MADDIE

No… Please no!

Sinister walks up to her and grabs her arm, then plunges the syringe deep in her arm.

MADDIE

Noooo!

The effects are immediate, and she quickly passes out. Sinister takes the syringe out and turns to Caliban, who has grown thanks to Maddie.

SINISTER

Find him.

Caliban nods and runs over to the mound of rocks, climbing up after Scott.

EXT. WOODS – NIGHT

Scott is walking through the woods, feeling his way past the trees. Suddenly, he stops and turns his head.

SCOTT

Maddie.

(beat)

Maddie!

He purses his lips and turns back in the direction he was heading, moving faster now, almost jogging, with his hands in front of him.

INT. LABORATORY – NIGHT

Sinister walks back over to his table and sets the syringe down. He moves to a file cabinet against the wall and opens one of the drawers. He pulls out a device about the size of a toaster with an antenna on it and sets it on the table. He turns one of the knobs and pushes a sequence of numbers on a number pad on the front of the device.

EXT. WOODS NEAR SUMMERS HOUSE – NIGHT

Alex is still running through the trees toward Scott's blast when he suddenly slows down to a stop and grabs the side of his head.

INT. SUMMERS HOUSE – NIGHT

Lorna is in the living room, walking toward the kitchen.

LORNA

Alex? Are you outside?

She stops in mid-stride and grabs the side of her head, in pain.

EXT. WOODS NEAR SUMMERS HOUSE – NIGHT

Alex cringes, then all of a sudden he stands up and stares ahead with a neutral expression on his face. He starts walking toward Scott.

EXT. WOODS OUTSIDE TOWN – NIGHT

Scott runs through the woods as fast as he can without barreling full bore into a tree. He stumbles over the occasional brush, but he's surprisingly agile despite not being able to see.

He hears a loud crack behind him and he stops, listening. He hears nothing, but just as he's about to start moving again, something bounces off a tree in front of him. Scott turns, trying to listen all around him. Another noise, this time a rustling of a bush.

SCOTT

(hesitantly)

Hello?

Scott keeps his hand on the tree he's standing next to. He slowly starts to back up against it, like it's his only ally in the forest. Suddenly, noises pop up all around him, so fast that he can't keep up with where they all are. Scott decides not to play along anymore. He runs.

Now he can hear someone moving through the trees behind him. Footsteps, and breathing. Scott suddenly turns around.

SCOTT

Stop!

He keeps his head angled slightly toward the ground.

SCOTT

Whoever you are, if you don't leave me alone now, I'll be forced to hurt you.

From the POV over Scott's shoulder, we see the hulking Caliban standing in the woods in front of Scott. He's breathing quietly, staring at Scott.

SCOTT

I know you're close. Don't make me hurt you.

Caliban takes a small step sideways. Scott cocks his head, listening. Caliban considers his options for a moment… then he leaps at Scott. He doesn't pounce on him, though. Instead, he gives him a glancing blow that knocks Scott to his left, while Caliban ducks off to Scott's right, behind a tree. Scott falls to the ground, but he opens his eyes a crack. It's just enough to send off a blast in the direction he felt the attack from. The blast hits a tree, splintering a low-hanging branch.

SCOTT

I know it's you!

(stands up)

Caliban, that's your name.

Scott moves back up against the tree, using it as a shield between himself and where he thinks Caliban is now. He listens for a moment, then runs off again. Only this time he stops after a few seconds and listens again. Caliban is fooled, and caught mid-stride as he tries to come to a stop. Scott hears the footsteps and blasts toward that direction. Caliban is clipped by the blast and knocked sideways.

Scott listens, waiting for a sign. Caliban is laying on the ground, watching Scott, but not moving. They're both waiting for the other to make a move.

Finally, Scott starts running again. Caliban waits a few seconds this time, stands up, and follows.

Scott keeps running this time, not stopping.

Suddenly, a wave blast hits Scott and the trees around him. The trees crack and splinter, but it has a different effect on Scott. He stops, almost arching his back as the waves fly into his chest. He's absorbing the power. The waves finally stop and Scott relaxes his body.

SCOTT

(breathless)

Alex?

Another wave hits.

SCOTT

Alex! It's me, Scott! I need to get back to the house!

Another wave. The trees around him start falling over, including the one he's holding on to. Scott has to back up as he feels it toppling away from him.

SCOTT

Alex! What are you doing?

A fourth wave hits him, only this time it's directed low so it hits the ground under Scott, causing it to shake and the grass and snow to fly up. Scott falls down and braces himself as a fifth wave comes.

Finally, he stands up, then turns and runs directly into the oncoming blasts. He opens his eyes and a giant optic blast emanates forward, ramming into Alex, who staggers back a step. He closes his eyes and absorbs the energy, but after a few seconds, he reaches up and grabs the side of his head, crying out.

ALEX

Ahhh!

The blast continues to hit him. He's still holding his head in pain, but as he opens his eyes to see what's going on, Scott is suddenly right on top of him, throwing a roundhouse punch to the face. The hit knocks Alex to the ground, dazed. Scott, his eyes closed, keeps moving.

SCOTT

Sorry, bro.

Alex holds his head with both hands and he struggles up to a seated position.

ALEX

(dazed)

Scott?

He turns to see Scott running off. Alex carefully stands up, and jogs after him, still holding his head.

ALEX

Scott!

Scott stops and turns around. He listens, trying to get a bead on the direction his brother is coming from.

ALEX

Scott. What's going on? Where have you been?

SCOTT

Alex?

(beat)

Why were you attacking me?

Alex stops a few yards away from Scott, noticing his hesitation.

ALEX

Why was I what?

SCOTT

Just now! You were hitting me with your wave blasts.

Alex turns around and looks back behind him. He can't see anything in the darkness, though.

ALEX

I, uh… I don't know. I saw your eye beam, whatever it is, firing in the air, so I started running towards it. Then I think I blacked out or something. I was running, then all of a sudden my head started killing me,

(beat)

then you sucker punched me.

SCOTT

You have to get me back to the house. I need to get my visor.

Alex moves up to Scott and takes his arm.

ALEX

Obviously. Where the hell have you been?

SCOTT

Dr. Windsor's office, I think. He's really a mutant, named Sinister. He has Maddie.

ALEX

You've been there for three weeks?

Scott stops.

SCOTT

Three weeks!?

ALEX

Yeah. We put a missing persons report out on you and Maddie. But then the cops got a tip that you two were seen in Montana, so they stopped looking for you.

SCOTT

Oh my god.

ALEX

So you weren't in Montana?

SCOTT

No! I was trapped in his lab, with Maddie. You don't understand, Alex. This guy has been watching me for years. I have to get my visor so I can go back and get Maddie, and make things right.

Alex grabs Scott and they start running again.

ALEX

Okay. Okay, we're not far.

SCOTT

What do you mean your head hurts?

ALEX

The side of my head. It's like it was burning a minute ago. It still hurts a little, but that might also be from you.

SCOTT

(nods)

You might have been under some kind of mind control.

ALEX

What?

SCOTT

I don't know what this guy is capable of, but he's been messing with my memories for years. He might have done something to you, too.

Suddenly, Caliban springs out from the darkness and blindsides them both. He barrels into Alex, knocking him a good ten yards back, where he hits the ground and slides backwards into a tree. Caliban then grabs Scott and tries to turn him around, but Scott opens his eyes and hits Caliban in the upper arm with the blast. Caliban is spun sideways, and just as he tries to regain his balance Scott hits him again, dead center in his back, sending Caliban flying into the woods. Caliban springs back up and runs off.

SCOTT

Alex?

Alex slowly stands up, looking in the direction Caliban ran away to.

ALEX

What… the hell… was that?

Scott turns toward the sound of Alex's voice, and holds out his hands to find any nearby trees.

SCOTT

Caliban. He works for Sinister.

ALEX

Okay, this is starting to get out of my league.

SCOTT

Alex-

ALEX

You and Maddie disappear, then show up in the middle of the night.

SCOTT

Alex!

ALEX

That stuff I can handle! I don't know if I can handle giant freakin' monsters that attack me in the middle of the night!

SCOTT

Stop it! I need you to focus right now, Alex. There are lives at stake, other than your own.

(beat)

Now, you have to get me back to the house so I can fix this!

Alex takes a couple of deep breaths and starts to calm down.

ALEX

Right.

He warily jogs over to Scott and grabs his arm. They start jogging through the forest again.

ALEX

What if that thing comes back?

SCOTT

He hasn't left.

Alex looks behind him, eyes wide, but he can't see anything. He starts moving faster.

CUT TO:

We see the forest now from Caliban's POV. He's running from tree to, breathing heavily. The Summers brothers are about thirty or forty yards ahead. Caliban leaps up to a thick, low-hanging branch and watches them from a higher perch. In the distance, between the trees, we see Alex glance back, looking low too to see Caliban.

CUT TO:

Alex is almost dragging Scott along with him as they run through the woods. They hear a whoomp behind them and Scott stops to fire a blast behind him. It hits a tree, and nothing else.

ALEX

What are you stopping for? Come on!

Alex grabs his brother and pulls him along. All of a sudden, Caliban is on them, knocking them both to the ground. Scott fires up in the air but as fast as he appeared, Caliban pounces away again.

SCOTT

Do you see him?

Alex is breathing heavy now, almost hyperventilating.

SCOTT

Alex!

ALEX

No.

(stands up fast)

Come on, we're almost to the house.

Scott gets up and lets Alex lead him through the brush. They keep moving as fast as they can until finally they reach a clearing in the woods and the Summers house is visible before them.

ALEX

Go! It's about fifty yards straight ahead of you. I'll hold this thing off.

SCOTT

I'll be back in ten seconds.

Scott runs toward the house. Alex turns around and backs up. He scans the wall of trees in front of him, waiting for Caliban to show himself. He takes a deep breath, steeling himself.

ALEX

Ok, you son of a bitch. I'm ready for you now.

INT. SUMMERS LIVING ROOM – NIGHT

Scott runs through the front door and stops in the entry way, trying to get his bearings and remember which way the guest room is.

SCOTT

Lorna?

He holds his hands out and tries to maneuver through the furniture and get around to the hallway. As he works his way around the sofa, however, the lamp on the table next to him lifts up. He doesn't hear anything, so he keeps moving. The lamp floats for a brief second, then crashes into his back, making him stumble forward and lose his balance.

He catches himself before falling and spins around.

SCOTT

Who's there?

The table under the lamp starts rising now, and it flies into Scott's legs, tripping him. Scott falls to the ground, his arms flailing as he tries to block whatever is coming at him.

SCOTT

Lorna? Is that you?

Pictures start rattling on wall, then break loose and fly at Scott. He hears the commotion and braces himself as dozens of frames hit him all over his body. Glass shatters all around him.

SCOTT

Lorna!

Lorna appears now in the doorway from the kitchen. She looks at Scott dispassionately, then raises her arms and the couch lifts up. Scott pulls himself up and dives toward the side of the room near the hallway. The couch turns around, the launches itself like a projectile at Scott, crushing him against the wall as he tries to crawl on the floor. He drops and cries out in pain, then pushes the couch away and keeps crawling. He grabs the corner of the wall that leads to the hallway and dives in as the TV hits the wall just behind him.

INT. SUMMERS GUEST ROOM – NIGHT

Scott stumbles through the guest room door and closes it fast. He's holding the side of his chest with one arm, while his other is in front of him, looking for the bed. The doorknob twists and the bedroom door flies back open, and Scott turns around and kicks it shut. He leans forward and finds the bed, then hops over it as the door opens again.

Scott opens the closet door and moves in quickly. He reaches up for the box on the shelf, finds it, then takes it down and moves his hands through it quickly, trying to find his visor as he hears objects crashing into the walls.

He stops, and pulls out his gold visor. He puts it up to his face and it wraps around his eyes. The red lens in the visor glows as he opens his eyes.

He's now Cyclops again.

Lorna steps into the room, as more household items fly in. She sends a lamp barreling toward the closet. However, this time it shatters as Scott's optic blasts hits it. Scott steps out and looks at Lorna.

SCOTT

I don't want to hurt you, Lorna.

The bed lifts off the ground and flips over on top of Scott, who cuts it in half with his blast just in time. Lorna sends the night stand at him next, followed by the chair in the corner. He blasts those, too, shattering them into pieces. Lorna turns to move back outside, but Scott blasts her in the side of the head. Her momentum sends her crashing into the wall opposite the doorway, then she falls to the floor.

Scott walks over to her and check her eyes and her pulse.

SCOTT

Sorry about that.

He looks at her head, at the spot where he hit her, and notices a scar behind her ear. He runs his finger along it, curiously. He hears a crash just outside the front door, though, so he stands up and runs outside.

EXT. OUTSIDE THE HOUSE

Alex takes a step back toward the house, then another. He's still facing the woods, watching everything in his field of vision like a hawk, but he's seen no sign of Caliban. Beads of sweat drip down the side of his head, and it's obvious he's summoning every last bit of courage he has to stay out here with that beast.

He takes another step back, until he's only a few yards from his front porch. He hears a creaking sound behind him and he turns to the door, expecting to see Scott. The porch is empty, though. His eyes go wide as he realizes what's coming.

Caliban leaps down from the roof and lands on Alex, who just barely managed to brace himself against the fall. They both crash into the ground and roll, but Caliban quickly moves on top and grabs Alex's throat. He growls at Alex, who tries to pry those giant hands off his neck. He's making wheezing noises now and his eyes go wide, but he puts his hands on Caliban's chest and fires a blast that sends Caliban flying off him and crashing through a post on the front porch.

Alex turns over and gasps for breath. He has little time, though, as Caliban stands up and leaps back at him, landing on his back. He lifts Alex up and flings him onto the porch. Alex hits the wall and falls to the floor just as Scott walks out the front door. Scott glances at Alex to make sure he's ok, but he quickly turns to face their enemy.

Scott and Caliban watch each other carefully, and Caliban tenses, ready to jump. Scott turns his head, like he's about to check on Alex, and Caliban leaps up, trying to jump on the roof. Scott is ready for that, though, and he fires a blast through the roof of the porch, hitting Caliban dead in the chest.

Caliban flies back and lands in the snow in front of the house. He quickly gets up and tries to run but Scott blasts him in the leg as he stands, knocking him off balance. Then he shoots him in the shoulder, spinning him around. Scott moves off the porch to continue the assault, but Caliban grabs a large rock on the ground next to him and throws it at Scott, who destroys it. Caliban uses the distraction to leap towards the woods. Scott clips him again, but he falls near the trees, and with one last lunge, leaps into cover.

Scott turns to Alex, who is standing up now, leaning against the front of the house, bent over, breathing hard.

SCOTT

You ok?

ALEX

(nods)

Hell yeah.

SCOTT

Come on.

Scott walks back inside. Alex takes a deep breath and follows him.

INT. SUMMERS LIVING ROOM

Alex walks into the living room and stops, his mouth wide open. The room is full of toppled furniture and broken dishes.

ALEX

What the hell?

He sees Lorna lying on the ground in the hallway.

ALEX

Lorna!

He runs to her.

SCOTT

She's ok.

ALEX

What happened?

SCOTT

I had to shoot her.

ALEX

What!?

SCOTT

She's under the same control you were. She threw everything in the house at me.

ALEX

You shot my wife?!

SCOTT

I told you she's ok!

Alex looks around the house and sees the mess.

ALEX

Still…

SCOTT

Hold still.

Scott checks Alex's head, behind his left ear.

ALEX

What are you doing?

He finds the same scar that Lorna had.

SCOTT

Look at this.

(points to Lorna's scar)

You have one of these too, in the same spot.

Alex feels his head behind his ear.

ALEX

What the hell is that?

SCOTT

It's probably something Sinister is using to control you. Yours probably burned out when I blasted you, but it won't work on her because she can't absorb my powers.

ALEX

Then what do we do?

SCOTT

Your power emanates from your body as waves which can pass through physical matter. If you can focus it on that spot, you might be able to burn hers out too.

ALEX

Might?

SCOTT

We either do that, or we tie her up and come back for her after this is all over.

Alex looks concerned.

ALEX

Her brain is right there, too. What if I burn that out? Or shatter her skull?

SCOTT

(shrugs)

It's all I got.

ALEX

Aww, dammit! I do not want to do this.

Lorna starts mumbling something.

ALEX

Lorna? It's Alex. Are you ok?

SCOTT

Do it now!

ALEX

Wait, she might be ok.

Lorna's eyes open. She sees Alex and Scott above her. Suddenly, Alex's belt buckle starts pulling him around and lifting him up. Scott grabs Alex to hold him down, but his visor starts slipping off. He grabs that with one hand and pulls down Alex with the other.

SCOTT

Hurry!

ALEX

Lorna! It's me!

SCOTT

She's not listening! Just like you're not listening! You have to do it now!

Alex grabs Lorna's shoulders, and pulls her closer. He tries to turn her around as his shoes are now floating up and apart, spreading his legs in the air. Alex twists and gets his hand behind Lorna's ear.

ALEX

If you can hear me, babe, I'm real sorry about this.

Alex focuses a small beam of waves on the scar behind her ear. He's desperately trying to maintain his composure as his body gets twisted around. Scott has one hand holding his visor to his face, with the other on Alex's belt, trying to keep him from flying up to the ceiling.

Suddenly, they all three drop as Lorna grabs her head, crying out in pain.

ALEX

No! I'm sorry, babe. I'm sorry. Are you ok?

Lorna whimpers for a moment, then looks up at Alex and Scott.

LORNA

What… what's going on?

Scott lets out a sigh of relief, then readjusts his visor. Alex smiles and hugs his wife.

ALEX

Whew. We did it.

SCOTT

Not yet. Come on.

Scott and Alex help Lorna to her feet.

LORNA

Ow.

ALEX

Where?

SCOTT

To get Maddie.

INT. LABORATORY – NIGHT

A smaller Caliban hops down the rubble, back into the lab. He looks around and sees no one so he runs into the hallway. He moves to the end until he reaches an open door, where he finds Sinister standing in front of Gateway, Wolfsbane, Sunder and Berzerker, strapped nearly upright to fully tilted tables, with Remy unfastening their restraints. Their eyes are open, but glazed over. Maddie's table has been moved into here, and she's still lying on it, unconscious, but no longer tied down.

SINISTER

(looks back at Caliban)

Well?

CALIBAN

I'm sorry, master. He made it to his brother, who is no longer under control.

SINISTER

(nods)

That was to be expected, I suppose.

Sinister walks over to Maddie and lifts her up onto his shoulder. He turns to Remy and Caliban.

SINISTER

They'll be back here soon. Keep them busy.

CALIBAN

Of course.

SINISTER

And remember the plan if things go bad.

They nod. Sinister, with Maddie hoisted over his shoulder, turns to Gateway, who stares straight ahead, unresponsive.

SINISTER

You. Come with me.

Gateway turns to look at Sinister with a blank stare.

EXT. WOODS – NIGHT

Scott leads Alex and Lorna through the woods, back toward town. He's moving at a quick pace.

ALEX

This is a little tough to believe.

SCOTT

Not for me.

ALEX

Come on, dude. He cloned your girlfriend to make a super-powered kid to fight another mutant from ancient Egypt?

Scott stops and gets right in Alex's face.

SCOTT

He's been there my whole life! He did experiments on me in the orphanage and he's been manipulating every little thing I do just so he can play puppet-master!

ALEX

(puts his hands up)

Hey. Whoa. I'm with you. I've got your back on this.

Scott continues on, frustrated.

SCOTT

You're part of this too, you know.

ALEX

Well, yeah. He put a freaking microchip in my head somehow.

SCOTT

No, I mean he's been doing the same thing to you.

Alex stops.

ALEX

What?

Scott and Lorna stop as well. Scott turns to both of them.

SCOTT

He's been here the whole time, watching you two. You don't think he also has an interest in any children you might have?

LORNA

What about our children?

Scott looks at Lorna for a long moment. He's about to say something, but changes his mind and lowers his head.

SCOTT

Never mind. I'm just… I'm just a little on edge. That's all.

Scott starts moving again, at a fast pace.

SCOTT

Let's hurry.

EXT. TOWN – NIGHT

Scott, Alex and Lorna move along the edge of town, staying near the buildings. The town is completely quiet and empty, making it easier for them to move about. They reach the edge of a corner store where they can see Dr. Windsor's office in the distance.

SCOTT

(points)

There's the hole that leads to his lab.

LORNA

I see it.

Just as Scott is about to make a run for it, he stops, and looks at his brother and his sister-in-law. He can see the uncertainty in their faces. He puts his hands on their shoulders.

SCOTT

I know this is new for you, but it's going to be ok. I do this a lot, so just do what I tell you and stick with what you know, and we'll be fine.

They both nod.

ALEX

It's time for a little Summers family revenge.

SCOTT

You said it.

(turns to the office)

Let's go.

EXT. OUTSIDE SINISTER'S LAB – NIGHT

Scott moves toward the large hole in the ground that leads to Sinister's lab, keeping low. Alex and Lorna follow as Scott looks around carefully, making sure no one is watching them. He sees no one so he moves to the edge of the slope he used to climb out.

SCOTT

Wait here. I'll signal if it's safe to come down.

Scott slowly moves down the slope, sliding part of the way.

INT. LABORATORY – NIGHT

Scott reaches the floor of the large room and looks around. He sees the same disheveled equipment and tables that he saw before, but no sign of anyone. The only lights that remain on are a few dim ones at the back of the room over Sinister's desk, and another one coming from the hallway. Scott looks up and whistles.

He continues walking around the room, looking at everything with a frown, while Alex, and then Lorna, make their way down into the room.

ALEX

Whoa… who knew all this was going on down here?

LORNA

It's sickening.

SCOTT

Everyone's gone.

(beat)

He took Maddie.

ALEX

So what do we do?

SCOTT

Wait here a second.

Scott walks into the hallway. It extends about twenty yards, with two doors on either side halfway down and turns to the left at the far end. Scott pushes on the doors as he walks by. One opens into an empty room while the other is locked. Scott considers blasting it, but his curiosity is piqued and he decides to check the end of the hallway first.

INT. LABORATORY – NIGHT

Alex and Lorna walk around the lab, waiting for Scott. Alex gets bored and walks toward the hallway, when they both hear a noise. Berzerker slides down the slope and lands in front of them nonchalantly.

BERZERKER

Hi.

Alex and Lorna stare at Berzerker, and then each other, when suddenly, Caliban drops through the hole right on top of Alex.

LORNA

Alex!

As Lorna turns to help, Wolfsbane leaps in the hole. She lands on the floor and pounces on Lorna, knocking her back.

INT. HALLWAY

Just before he reaches the end of the hallway, Scott turns at the sound of noise behind him. When he turns, Sunder appears from around the corner. Scott barely turns back in time to get a glancing blow off on his shoulder, but Sunder reaches out and slaps Scott down.

As he falls, Scott reaches up to his visor to fire another blast but explosions pepper the ground around him. He turns his face, trying to avoid them, but the distraction is enough for Sunder to grab his arms and lift him up off the ground. He holds Scott tightly in a bearhug, pinning his arms, then turns around so Scott can see Remy, holding his deck of cards in his hand.

INT. LABORATORY

Alex is picked up by Caliban, who punches him. Alex grunts, then fires a wave at Caliban, knocking him back.

Lorna dives back as Wolfsbane growls at her menacingly. Wolfsbane pounces again, only this time Lorna is ready. She holds up her hands and Wolfsbane stops, hanging in mid-air by her metal studded collar. Lorna redoubles her effort and Wolfsbane goes flying up through the hole in the roof, and out of sight.

Berzerker fires a blast of electricity at Alex, which misses, but sends Alex diving for cover. Alex responds with a volley of his own, sending a wave blast at Berzerker that knocks him against the slope.

EXT. OUTSIDE THE LAB

Wolfsbane lands hard on the ground outside the laboratory. She reverts back to human form just long enough to take the metal choker off, then turns back into a wolf and heads back for the hole.

INT. HALLWAY

Scott stares at his old friend.

REMY

Don't make this hard, Scott.

SCOTT

Where is she!?

Remy looks legitimately pained when Scott asks that question.

REMY

Scott…

SCOTT

Tell me!

Scott struggles against Sunder's grip, but he can't budge the big man. However, Scott notices a spiral staircase leading up, and down, around the corner of the hall behind Remy. He quickly goes limp in Sunder's arms and lowers his head.

REMY

I can't stop what the doc wants to do, but-

Remy is interrupted as Scott lowers his head just far enough for him to flip his arm up and reach his visor. He fires straight down, leaving a giant hole in the ground right in front of Sunder's feet. Sunder strengthens his grip, pulling Scott's arm away, but it's too late. The floor groans, then cracks, then finally gives way and Scott and Sunder fall into the darkness below.

INT. DARK ROOM

Scott and Sunder crash onto the floor of a large, dark room. Scott rolls out of Sunder's grip and fires at him quickly. It's a glancing blow, but enough to get some distance between them. Scott then re-aims, and lets loose this time, blasting Sunder right in the chest and sending him crashing into a giant glass vat of liquid standing against the wall.

Scott immediately turns around and fires up at the ceiling, trying to hit Remy.

INT. HALLWAY

Remy ducks back as Scott's optic blasts fire through the floor around him. Instead of moving back, however, he moves forward, toward the lab.

INT. LABORATORY

Caliban dives at Alex's feet, knocking him down before he can get another wave blast off. Lorna starts moving toward Alex, but Wolfsbane jumps back in and snarls at her. Berzerker stands back up, dazed, and fires another blast at Alex, this time grazing him as he tries to stand up and deal with Caliban. Alex cries out and falls down.

LORNA

Alex! No!

Before Lorna can help, however, Wolfsbane leaps at Lorna again, knocking her to the ground. Wolfsbane tries to scratch and claw at Lorna, who barely keeps her at bay. Lorna just manages to see Caliban pick up Alex, who's nearly unconscious, and toss him against the wall like a rag doll.

LORNA

(grunting)

Nooo…

Lorna's face becomes angry, and suddenly, all the metal objects in the room start to shudder, then levitate. Caliban and Berzerker both stop their advance on Alex and look around at the new danger. Metal strips break off one of the gurneys nearby and slam into Wolfsbane's neck and torso, wrapping themselves around her. They latch to each other, forming a harness around her torso, and the next thing Wolfsbane knows, she's levitating in the air again.

This time, however, Lorna is serious.

Wolfsbane flies backward against the side wall hard, then across the room into the other wall, even harder. Wolfsbane drops, and Lorna stands up, focusing her attention on the others.

INT. DARK ROOM

Scott stops and looks around the room long enough to notice the staircase at the far end. He runs for it, but he slows when he realizes he's in another laboratory, only this one is older, with much more exotic equipment. There are more liquid-filled glass vats against the wall, some electrical equipment, and even empty cages. Scott doesn't linger too long, though, and runs up the stairs.

Sunder starts coming to and sees Scott run upstairs. He pulls himself free of the wreckage, shakes the liquid off, and runs after him.

INT. LABORATORY

Metal debris begins pelting Caliban and Berzerker from all directions. Caliban ducks behind a wooden table, while Berzerker tries to blast the objects. Alex is on the floor, woozy, but trying to crawl toward Lorna. Pieces of metal attach to his arms and start to drag him along the floor toward Lorna. Remy enters the room and has to dodge a metal filing cabinet drawer. He ducks back behind the table with Caliban.

Berzerker also dives behind the table, then pops up and fires a blast at Lorna. The bolt heads straight for her, but she throws her hands up and dissipates the electricity before it reaches her. Shocked, she looks at Berzerker, who's watching her with the same exact expression. He fires again, and again she dissipates the blast.

Alex is behind an overturned table next to Lorna. He looks up at her as this happens.

ALEX

How are you doing that?

LORNA

I don't know.

(beat)

But it's wearing me out fast.

Berzkerer gets mad and starts throwing bolts all around her. Lorna dissipates some of them but she has to duck for cover next to Alex fairly quickly to catch her breath.

LORNA

I don't know how long I can do all this.

INT. HALLWAY

Scott sees no sign of Remy so he runs for the lab.

INT. LABORATORY

Scott reaches the lab and sees beds, shelves and medical equipment flying around the room, and ducks as a drawer comes near. He can see Lorna and Alex hiding behind a makeshift 'bunker' of beds. He runs for cover, avoiding a blast by Berzerker and some cards thrown by Remy. He crouches down next to Lorna, who looks tired, and Alex, who looks beaten.

ALEX

This ain't looking good.

LORNA

I can't do this much longer, Scott.

Scott looks at them, then glances up over the barricade.

SCOTT

Ok, I think I have a plan.

CUT TO:

Remy sees Sunder follow Scott into the room. Remy waves him over, then turns to Caliban, who looks back at him. Remy shakes his head, and Caliban nods back. Remy points at the hallway, and Caliban gives another curt nod.

Remy grabs a nearby rolling chair and holds his hand on it. He charges it with his power, then lets it fly. It streaks across the room, headed for the wall next to Alex.

CUT TO:

The chair hits the wall and explodes next to Alex, Lorna and Scott. They all duck at the last second, but Alex throws his hands up and sends out a powerful wave blast that actually deflects the explosion around them. The fires roll around the curve of the wave until they flare out.

Alex collapses against the bunker. He has nothing left in him.

SCOTT

Wow.

ALEX

(breathing heavy)

Yeah…

Scott sees Remy running toward the hallway out of the corner of his eye. He fires a blast but Remy is already gone.

SCOTT

We're running out of time.

(to Alex and Lorna)

Listen, we can take these guys, but I need just a little bit more from you guys. Thirty more seconds and we're done, ok?

Alex and Lorna look at each, exhausted, but they nod.

LORNA

Ok.

CUT TO:

Everything in the room settles down finally, and Caliban hears a blast from Scott. He looks up from behind the table and sees Scott continuing to blast something behind his bunker. He waves Berzerker up, who stands and generates electricity around his arms, ready to fire.

Suddenly, the metal that was flying around the room starts to coalesce together, forming a wall next to the bunker. Caliban sees movement, people moving from the bunker to the wall.

CALIBAN

Now!

Berzerker fires at the wall, which starts moving toward the hallway, with whoever is behind it using it for cover. He fires again and again, trying to blast through the equipment.

SUNDER

They're getting away!

Sunder, Berzerker, and Caliban move out of their hiding spots and start moving toward the wall, ready to give chase. Wolfsbane is up again now, too, but she's moving away from the action, trying to regain her senses.

CUT TO:

Scott and Lorna move behind the wall of metal until they reach the hallway, where the wall collapses inward enough to follow them in and block the path behind them. They reach the hole in the floor and stop.

SCOTT

(yells)

Now!

CUT TO:

Alex stands up from behind the bunker.

ALEX

Hey.

The mutants all turn to see him just as he raises his arms and lets loose a powerful shockwave. The blast knocks everything in the room, including the mutants, back against the walls, and destroying much of the smaller equipment. The walls crack apart.

CUT TO:

Scott and Lorna see the metal barricade shudder as it gets hit by Alex's blast. Dust falls down from the ceiling as it cracks from one end to the other.

SCOTT

Ok, send it in.

Lorna pushes her hands outward, and the metal responds, flying back into the lab from the hallway. She steps in the room and sends it all flying to the mutants, wrapping them up and shackling them nearly from head to toe in metal cacoons. Berzerker is out cold from the blast, Sunder and Wolfsbane seem dazed, but Caliban struggles as he's wrapped up.

Scott runs up to Caliban. He holds his hand to his visor.

SCOTT

Tell me where Maddie is right now, or I'll separate your head from your shoulders!

CALIBAN

Wait! Wait! I'll tell you what you want to know!

(beat)

The master has taken her to the airfield.

SCOTT

(confused)

You mean the docks?

CALIBAN

No, his private airfield. North of town. It's through the woods behind the store. Up on the hill about a quarter mile away.

Scott runs off toward the slope.

ALEX

Wait!

In a matter of seconds he's climbed up and out of sight. Alex slumps his shoulders.

ALEX

What do we do with them?

LORNA

Should we stay and watch them?

ALEX

I don't know.

(beat)

Will this stuff hold them?

Lorna hesitates, thinking of an answer.

LORNA

I think so.

Alex watches the mutants. The only one fully alert and conscious is Caliban, who's back to normal size.

ALEX

Good enough for me.

Alex and Lorna leave, climbing up the slope.

EXT. TRAIL TO THE AIRFIELD – NIGHT

Scott reaches the edge of the forest and sees the trail leading up the side of the hill where the airfield should be. He starts running up the trail when something explodes on the tree next to him. Scott stops and turns to see Remy standing nearby, holding his deck of cards. He folds out five cards in his hand. They're glowing, charged by Remy's power.

REMY

I like you, Scott. You're a good guy. But I can't let you keep on, my friend.

Scott puts his hand on his visor.

SCOTT

You don't want to be in my way right now.

REMY

(shrugs)

Then we both got a problem, don't we?

Remy throws his cards at Scott while diving to the side. Scott fires at the projectiles, hitting some before they reach him, but he has to duck for cover from the rest, which explode all around him.

More cards come flying, and Scott rolls out of the way and fires a blast at Remy. Remy dives behind a tree, which also gets blasted, forcing him to dive out of the way again. He throws another batch of cards and uses the distraction to charge in at Scott.

EXT. AIRFIELD – NIGHT

Sinister stands at the edge of the hill with his arms crossed, watching the battle between Scott and Remy from the airfield above. A small airplane sits on a long dirt runway behind him, the propeller running. Someone is in the plane but we can't see who.

EXT. TRAIL – NIGHT

Remy runs up to Scott and they grapple. After a struggle, Scott manages to grab Remy and push him down, then twist him around. He holds Remy in a bearhug from behind.

SCOTT

Give it up, Remy!

Remy pushes both of them sideways until he can get his hand on the tree next to them. He grabs it and the tree starts 'charging'. Scott tries to pull them both away as it crackles with energy, but just at the last second, Remy pushes and the tree explodes, shattering into splinters. Scott and Remy are knocked back to the ground.

Scott rolls with the force of the explosion and is quick to hop back up and put his hand up to his visor, ready to fire. Remy is already up and has his cards out, ready to throw. They both pause.

REMY

Waitin' on you.

Scott looks up the trail and sees Sinister standing up at the top, watching. He looks back at Remy, who lowers his cards.

REMY

How 'bout we do this mano a mano?

Scott looks back up at Sinister, then back at Remy, who stacks up his cards and puts them in his pocket. Scott finally lowers his hand.

SCOTT

Fine.

Scott charges and the two of them fight hand to hand. Scott uses a more traditional close combat martial-arts style while Remy seems to be more of a kickboxer. They trade punches, kicks and blocks, each trying to gauge the other's weakness.

Remy backs up and starts hopping around, like he's in a boxing ring, moving from side to side. He waits for an opening, then charges in at Scott, unleashing a torrent of punches and kicks. Scott tries to block everything but he's forced back, and back. Finally, Remy throws a punch and Scott catches his wrist, then twists and turns Remy off-balance. He throws a quick jab into his side, then kicks him behind the knee, dropping him.

Remy rolls away as Scott tries to press on, then swings his leg up and kicks Scott in the shoulder. Scott backs away and Remy hops back up. Frustrated, Scott charges in this time and unleashes his own flurry of attacks. Remy pulls in his arms and tries to shield himself from as many as he can, twisting and turning to block.

He finally slips one through and catches Remy on the side of the head. Scott's anger gets the better of him, and starts punching even harder, and harder, wailing on Remy, who moves in close to tangle Scott up. Scott and Remy eventually just grab each other and try to use brute strength to win. Remy has Scott's arms, but Scott has one of his hand's almost around Remy's throat. Remy tries to push him away, to keep from getting choked, but Scott must have been using that as a diversion.

Scott switches his leverage and brings his elbow in to the side of Remy's face. Remy is slightly dazed, and Scott uses that to his advantage. He slips another hit in, to Remy's stomach, then grabs his arms, twists him around, and throws him to the ground.

Remy rolls in the snow and turns to see Scott, holding his hand to his visor.

SCOTT

Don't move.

Remy stops, waiting.

REMY

(catching his breath)

I guess you win.

Scott looks back up and sees that Sinister has left. Alex shows up just then. He sees the two of them and is about to move toward Remy when Scott holds up his hand.

SCOTT

Wait!

Lorna appears behind Alex. Scott holds out his hand to Remy.

SCOTT

Give me the cards.

Remy frowns, and reluctantly hands over his deck of cards to Scott.

SCOTT

Lorna, stay here and keep an eye on him. Make sure he doesn't try to come up after us.

Scott and Alex run up the trail. Remy stands up and brushes the snow off his pants. Then he leans against a tree and smiles at Lorna.

REMY

(nods)

Chere.

EXT. AIRFIELD – NIGHT

Scott and Alex reach the top of the hill and see the runway in front of them. It's nothing more than a long strip of dirt in the middle of the forest, nestled up against the side of a mountain. The single-prop airplane is sitting in the middle of the runway, about a hundred yards away, with the engine running. But standing between them and the plane is Sinister.

SINISTER

You've done an excellent job of making things difficult for me, Scott. And while you may be proud of that fact, I'm not the only one who will suffer for it.

SCOTT

I've had enough of you. Give me Maddie now, or I'll kill you and find her myself.

SINISTER

Do you know what he wants, Scott? If let loose, he will unleash a plague upon the world that will destroy the weak. I have clarity of purpose. I have the desire to further our race, not extinguish it! Apocalypse will not suffer those who do not meet his definition of strong. How many of your friends back at that school, the mutant children you took care of, how many of them will die because Apocalypse wishes it so?

Scott fires at Sinister, who moves out of the way with amazing speed. Scott fires again but Sinister has already disappeared into the woods next to the runway.

Scott watches the forest carefully, but he can't see where Sinister is at.

SCOTT

(to Alex)

Wait here.

Scott starts running toward the plane. Suddenly, a bolt fires from the trees and hits Scott in the chest, knocking him over. Alex turns to the source of the bolt and fires a wave blast. Trees splinter and snow and brush fly up in the air but Alex can't tell if he hit Sinister. Scott sits up, aiming his visor at the same spot while Alex moves closer.

Another bolt flies out, hitting Alex and knocking him down. Then another, towards Scott. Scott dives back to the ground and fires into the forest. He's not looking to hit Sinister, though. He's hitting the trees around him, blasting the trunks full force and knocking them over.

EXT. TRAIL – NIGHT

Remy is still leaning on the tree, fingering a button on his jacket while Lorna watches above. Without warning, Remy plucks the button off his jacket and fires it at Lorna's feet. The mini-explosion startles Lorna enough for Remy to run off.

LORNA

Wait!

Lorna holds out her hand, trying to use her powers to grasp any metal he has on. As Remy runs through the trees, he starts to slow down, but unbuckles his belt which pulls itself off and flies back. His feet start to drag so he pulls another button off his jacket and fires it behind him, then takes off his boots. Once he has them off, they too fly away from him, and he takes off in the other direction.

EXT. AIRFIELD – NIGHT

Scott continues firing full force into the forest, destroying tree after tree, trying to flush out Sinister. Alex pulls himself up and starts firing in the woods as well.

Just then, an entire tree flies from the woods right at Scott. Scott rolls and fires at it with a narrow beam, cutting it half right where it would have hit him. Another tree flies out at Alex, who unleashes his waves on it, splintering the tree into a million pieces. Alex has to duck back onto the ground to avoid getting sprayed with wood.

A third tree flies out, at Scott, who again cuts the tree, only this time Sinister follows the tree out from the forest and blasts Scott in the shoulder. Alex looks up, just in time to get his own beam in the sternum, knocking him back hard. He flies back and lands on his side, then rolls over clutching his chest. Before Scott can recover and react to all of this Sinister is on top of him. Scott fires as Sinister dives behind him, but he misses and Sinister gets his hands on the back of Scott's head and wraps up his right arm. Sinister holds Scott from behind, facing him forward and away from his eye beams. Scott struggles, throwing elbows with his free arm, but he's locked up, and Sinister is far stronger than him.

SINISTER

Why do we do this, Scott?

SCOTT

(struggling)

Let. Go.

SINISTER

All I ask of you is to open your eyes. See the picture I've been painting for you.

Alex rolls over and sees Sinister and Scott. Sinister doesn't appear to notice him, though, so Alex stays on the ground and holds out his hands. He takes a deep, painful breath and clasps his hands together. He pops up to one knee and fires a huge wave toward Scott and Sinister.

The wave hits both of them, and Scott grits his teeth as he absorbs the massive power influx. Sinister seems mostly unaffected, though. He has to brace himself slightly to keep from losing his balance, but he just grins through the entire ordeal.

SINISTER

Sorry, Alex. You'll have to do better than that.

Sinister adjusts himself to create an arm bar behind Scott's head, so he can free a hand to fire another beam at Alex. But Alex uses the moment to fire again, only this time he aims lower, at the ground. The wave hits, shaking the ground violently, and Sinister loses his grip on Scott for a brief second. That second is all Scott needs.

Scott twists around and brings his hand up to his visor, then fires low. His intention was probably just to create some space, but instead, the blast carves out a section of Sinister's thigh, spraying microscopic particles of his leg through the air.

Sinister cries out in pain and falls back, clutching at the giant wound in his leg. He tries to quickly regain his composure and get back in some sort of defensive posture, but as soon as he tries to stand, he stumbles to one knee, holding his leg at the gaping wound. He grimaces in obvious pain, looks at his leg, then up at Scott.

SINISTER

(breathing heavy)

So… now you know…

Scott stares at Sinister, unmoved. Sinister tries to brace himself to stand back up.

SINISTER

My greatest weakness… was you…

Scott fires again, this time at his arm. Sinister cries out again, and collapses into the snow.

SCOTT

I'm not your pawn. I'm not your experiment. And I'm not your soldier in this war you've started!

Sinister is badly beaten now. He struggles again, pushing himself up off the ground with his good arm.

Scott fires again, hitting him in the shoulder. Sinister hunches over and grits his teeth. He's in a lot of pain, and has three gaping wounds. Scott watches him struggle for a moment, then remembers the plane. He starts moving toward it. Sinister sees this and turns to Scott.

SINISTER

Scott!

Scott stops and glances back at Sinister.

SINISTER

This is… your last chance.

Scott looks away, disgusted by Sinister. He continues walking to the plane. With his good arm, Sinister pulls out a small remote control. It has a flip cover with a button underneath. He flips up the cover and holds a shaking thumb over the button.

SINISTER

Scott!

Scott doesn't even look back this time. He just keeps walking to the plane.

Sinister pushes the button. The plane explodes in a huge fireball that flies up into the night sky. Scott stumbles back from the heat wave that hits him. Pieces of the plane fly about and land on the ground all across the runway.

Sinister struggles to get to his feet. He uses all of his strength to stand and turn to face Scott and the fiery plane. Scott stands there, in shock, staring at the fiery wreckage. His mouth is open, like he wants to scream, but he can't summon the will to do it.

SINISTER

So it ends.

Scott is breathing heavy now, anger and grief mixing inside him. He lets it build, and churn, before finally turning around. He faces Sinister, who looks back at him with almost sad eyes.

Scott pulls off his visor, and screams as a massive red burst explodes from his eyes. It envelops Sinister, tearing him apart, and then shoots past him, carving a hole through the forest behind him, and then through the hillside behind that. The blast bores through the rock, eventually exploding through the other side. Alex watches in awe.

Finally, the energy dissipates and Scott closes his eyes. He falls to his knees in the snow, exhausted. His visor drops from his hand.

Alex moves slowly toward his brother, looking at the devastation. The forest looks like a team of bulldozers tore through it, and the hill has a giant half-circle hole in the side of it.

And Sinister is nowhere to be seen.

Alex picks up the visor and hand it to his brother.

ALEX

I'm sorry.

Scott puts the visor back on, and glances to his right so he can see the plane, still burning behind him. He turns away and falls to the ground on all fours. He clenches his fist and pounds the ground in agony.

INT. LABORATORY – NIGHT

Caliban, Berzerker, Wolfsbane and Sunder are still trapped by their metal bindings, although Sunder is working hard at breaking free. Berzerker is still out, but Wolfsbane is awake and sitting against the wall, sullen. Caliban is still where he was originally, waiting for his master to return.

SUNDER

(struggles)

Dang it.

He's interrupted by light footsteps coming from the hallway.

WOLFSBANE

Shhh.

Sunder still struggles, only much more quietly, trying to break free before whoever is walking down the hallway reaches the room. He's out of luck, however, as the STRANGER arrives and we see a foot step into the room. The camera never sees the entire shot of this person, just lower legs, arms, and maybe a shoulder. It's definitely a female, and wears skin-tight, all-black clothing.

She walks slowly past the other mutants, and Wolfsbane looks away while Sunder just stares. She stops in front of Caliban.

STRANGER

Caliban.

Caliban cowers.

STRANGER

You will come with me.

She reaches down to touch the metal holding Caliban. It starts to dissolve at her touch.

STRANGER

Apocolypse has chosen you to join him.

Caliban is shaking now. He's scared of this new person, but he's growing from the fear Sunder and Wolfsbane have for the Stranger. The metal finally dissolves enough for him to break free.

Caliban stands before the Stranger now, growing stronger. He watches her carefully as she walks away, back out of the room. He looks back at Sunder and Wolfsbane, who only stare back dumbly. Then he follows her out.

EXT. ANCHORAGE - DAY

Alex's truck drives along an Anchorage road, passing a sign for the Anchorage Airport. The back of the truck is full of luggage and boxes. Alex is driving with Lorna in the middle, leaning her head on his shoulder, and Scott sits on the passenger side, his head on his hand.

EXT. ANCHORAGE AIRPORT – DAY

The truck pulls up next to one of the terminal entrances. Scott opens the door and steps out, picking up his backpack off the floorboard and slinging it over his shoulder. Alex hops out and walks around to his brother. Lorna slides out the passenger side.

ALEX

Well…

SCOTT

Well… off to Arizona?

ALEX

Yep. For a little while at least. Say hi to New York when you get there.

SCOTT

(beat)

Actually, I think I'm gonna take a detour first.

ALEX

Where?

SCOTT

Nebraska.

Alex thinks for a second before it hits him.

ALEX

The orphanage?

SCOTT

(nods)

I need to look into some things.

ALEX

Dude, after everything that just happened, do you really need to dredge it all back up?

SCOTT

It's not over.

Alex steps in close and talks softly, to keep anyone around from hearing.

ALEX

You killed that guy. There's no doubt about it. It's over.

SCOTT

He's been manipulating us our entire lives, Alex. I can't believe it would end so easily.

ALEX

Okay.

(beat)

Do what you gotta do. Just be careful.

Scott nods.

LORNA

It was good to have you here, Scott.

She hugs him.

LORNA

I'm so sorry about what happened.

SCOTT

I know. You guys be safe. That's a long drive to Arizona.

Alex walks up to his brother and hugs him. Scott is surprised at first, then hugs him back.

ALEX

Take care, man.

SCOTT

You too.

Alex moves back around to the driver's side, and Lorna gets back in the truck.

SCOTT

You guys think about my offer, okay? I'm serious about that.

ALEX

What? Be X-Men?

(looks at Lorna)

I think we just were.

Alex hops in and closes the door. He and Lorna wave as the truck starts driving away. Scott waves back then turns toward the terminal as his smile turns serious. A familiar voice enters his mind.

SINISTER (O.S.)

I have backup plans for my backup plans.

Scott walks through the doors.

FADE OUT.