DISCLAIMER: You know the drill, I own nothing!

WARNING: The first scene in this sequence contains quite a bit of violence; Readers with a squeamish disposition may wish to skip ahead.

19 INT. REC ROOM - BOXING MATCH - NIGHT

It's a boxing match in the ninth round. One of the contenders is Duo, the other a prisoner named Trejo, who looks like he could tear a telephone directory in half.

The rest of the room seems to be bedlam. The screaming prisoners are milking the fight for all it's worth. Some are even serving out popcorn and sodas purloined from the prison kitchen.

Une's 'storm troopers' are itching for action behind their protective chain- link walls, ignoring the small projectiles some prisoners fling against the walls.

19A INT. DETAIL – BOXING RING

Duo and Trejo circle each other.

DUO: C'mon Danny...what you waiting for...

Duo's adversary takes a blind swing at him, which he easily sidesteps and intercepts, grabbing the other's arm between his gloves and pounding him in the nuts with his knee. Enraged the con' boxer leaps up and pounds the ex- gundam pilot in the chest.

Duo flies into the ropes and bounces back, the other tries to get him in the head, but Duo grabs the opportunity and viciously punches the larger heavier man in the face repeatedly. Trejo slugs it off and keeps on coming, but Duo is lighter, faster and his simple street-fighter style lends him an edge over the other man's slow heavy lunges and swings. But it's still an even fight.

Duo's opponent in a sudden burst of speed runs forward, head down and gets Duo round the waist, slamming him into the corner post. His supporters cheer as Duo's face contorts with pain for a split second before he brings his knee up into the other man's chin, snapping his head back. Winded he lets go and Duo uses a last reserve of strength he's been saving to lift him up and pound into his gut again, and again, and again. The roars of his supporters behind him, Duo concludes the match with a final blow to the face.

Trejo holds his ground for a few seconds, his face frozen in disbelief before his knees give and he crumbles to the ground, blood trickling from lost teeth.

The ref, a hardened British soldier named TOWNSEND starts counting

CUT TO DUO

Duo flops down in his stool, takes his mouth guard out and slugs down some water while his coach yells incoherently at him.

TOWNSEND: One...two...three...four...five...

CUT TO:

Heero and Zechs coming down the stalls that have been quickly erected. Prisoners clear seats for them at the base and offer them drinks and snacks. Heero turns them down but Zechs takes an offered Pepsi.

CUT TO:

Townsend is still counting to the loser.

TOWNSEND: Ten!

The bell goes to a chorus of jeers, boos, and cries of support. One black prisoner with a placard reading ROUND 10 dances across the ring dressed in drag to a series of wolf-whistles and catcalls.

20 INT. UNE'S OFFICE

Une's office is a cross between lounge, study and recreational room. It hangs some twenty feet directly over the boxing ring, held up by girders and cables strung from the ceiling.

Une is sitting at a desk and hears the bell go. She stands and walks to a window. She's discarded the dress and is now in a no-nonsense warden's uniform, however her hairs still let down and she seems to have discarded her glasses for good.

She notices Heero and Zechs in the crowd of prisoners and sneers.

21 INT. BOXING RING

Heero and Zechs wait for the next round to begin.

ZECHS: It's a pretty good fight.

HEERO: Yeah, if you wanna see two sweaty guys in short-shorts beat the shit out of each other. Maxwell's not even boxing, he's like a flipping prizefighter.

ZECHS: (turns to Heero, smirking) Yeah well you shouldn't judge people too harshly.

CUT TO:

Duo's opponent, bloodied and bruised is getting a lecture from his coach, who resembles an even more butch version of Mr. T.

TREJO'S COACH: I want you to hurt him! Hurt him you hear me! Take that punk out! Take him out!

As the tenth bell goes the contender gasps and drags himself to his feet. Duo on the other hand bounces straight up like he's got springs in his feet. The contender stares groggily at the limber young man before Duo introduces him to his fist

CUT TO:

Duo's coach pounds the edge of the ring, urging Duo on.

DUO'S COACH: Jab! Punch! Kick! Ina balls!

CUT TO:

Duo complying with these suggestions.

22 INT. BOXING RING - UNE'S POV FROM ABOVE

Looking through a gun sight we see Heero and Zechs watching Duo beat the shit out of his opponent.

UNE'S VOICE (VO): Pop...pop...you're dead.

BACK TO UNE

She lowers the rifle and looks at her deputy wardens, ALEX & NICHOL. They are standing either side of a pool table in the centre of the room, cues in hand watching her. Alex has just broken.

UNE: Nothing to it...We could blow those damned scum away in no time...Eh?

ALEX: (Smirks sadistically) We could...

NICHOL: ...call it washing away the filth of the old age for the new world.

UNE: (smirks and laughs humourlessly) You two could give lectures on ruthless barbarism to the SS and KGB.

Alex pots a red ball then snaps to attention, pool cue at his side like a rifle, his hand raised in a Nazi salute.

ALEX: Ya' main fuehrer!

Une smirks and looks out the window again, idly running a finger up the barrel of her gun, fixated on Heero and Zechs. Nichol comes up behind her.

NICHOL: I don't get it. You captured the Gundam pilots, won Treize's favour. You could have been his second. Why turn that down for a job in this scum-hole.

Une taps the window, pointing towards the pair.

UNE: Them.

Alex comes up, confusion on his face as Nichol goes back to take his shot.

ALEX: Yuy and Marquise?

UNE: You hate Zechs don't you? He killed your friend Muller right?

ALEX: (face darkens) Yeah - treacherous bastard.

UNE: Right. Well, I hate Zechs too, and I want him to suffer. And I'll make him suffer.

ALEX: How? Ten years time and he's free.

UNE: Yeah, but in those ten years he's mine, and what's keeping him alive in here?

Alex shrugs and exchanges places with Nichol again. Une points at Heero.

UNE: Him, Heero Yuy. Zech's driving force is his desire to escape and have a fair duel with Yuy. So if I can take Yuy out of the equation, Zechs will lose all will to live.

The two turn and lean next to the table, watching Nichol line up a yellow.

ALEX: What about Instructor Noin. Zechs has feelings for her doesn't he?

UNE: As far as Zechs is aware, Lt. Lucrezia Noin is dead. The fact that she was merely discharged from OZ and not shot for trying to break him out doesn't matter at this time.

NICHOL: (Grins again) You sly...So you only took this job so you could spend ten years hurting Zechs?

UNE: Oh believe me, I want Yuy to suffer as well, perhaps even more than Zechs. Someone with that much will to live is so easy to torment. But he's got a bit too much spirit.

Alex has joined them.

ALEX: So that's why you didn't give a crap about the other Gundam Pilots and whether they escape or not. Out of the five you're only interested in Yuy.

UNE: Yes...You know, I pray to the Lord that those two try to spring themselves again. There's only one thing more satisfying than tormenting someone, and that's watching them die at your own hands.

She picks up the white ball, considers it.

UNE: And with a little, motivation, they'll jump the wall.

Une snaps the ball across the table. It hits the black ball and flips it up and over the edge of the table.

UNE: And then...

She aims the gun at the ball and motions pulling the trigger.

NICHOL: So where's the motivation?

Une looks out the window.

UNE: He should be around in a few minutes.

Alex and Nichol's faces twist in confusion, and Une focuses back on the ring.

23 INT. BOXING RING

Duo has the con on the ropes, beating him in the gut. The losing man gazes heavenward, eyes staring as if for deliverance.

CUT TO:

Zechs stands up.

ZECHS: Well that match is in the bag. I'm gonna take a piss.

Heero grunts.

CUT TO:

Duo lines up for a final bone breaking shot.

DUO: You fold Danny...You fold?

The con nods numbly.

Duo grins and helps the guy up, leading him to his stool, checking he's okay, then standing up to take a bow. Townsend grabs his fist and lifts it up as the final bell goes.

The hall erupts into cheers. The prisoner in drag grabs a microphone.

DRAG PRISONER: The new champion - Shinigami!

Duo takes the praise and motions for more. He spins to face Heero and opens his arms, questioning?

Heero slowly nods and raises his hand in salutation. Another prisoner starts an irritating victory jingle on a harmonica.

24 INT. UNE'S OFFICE - CLOSE UP.

Une is now on a catwalk outside her office, when her gaze shifts from Heero, and her face twitches, grinning.

25 INT. REC HALL - CLOSE UP

TRANT - a sullen prisoner with a sour expression slowly pushes his way through the crowds of cheering inmates towards Heero.

CUT TO DUO - SLOW MOTION:

Duo sees Trant sidle in behind Heero and his face collapses.

CUT TO HEERO - SLOW MOTION:

Heero realises there's someone behind him and starts turning...

RAPID CUT TO:

26 DETAIL - TRANT'S HAND - NORMAL SPEED

...just as Trant sticks a kitchen knife straight through Heero's upper left arm, about three inches below the armpit.

CLOSE UP - HEERO:

Heero doesn't scream but emits a pained gasp as Trant pushes him and spins him round against the elevated ring. Before Heero reacts, Trant slams the knife through his left palm.

CUT TO DUO:

Duo reacts and tries to jump off the ring to intervene but his coach grabs him - this is not his fight.

CUT TO HEERO:

Heero leans forward seemingly collapsing as Trant yanks the knife out. Heero however grabs a stool from the corner of the ring and swings it violently at Trant, misses, tries again, strikes.

Trant flies into the stands as prisoners scatter. The knife clatters away on the floor. A guard impotently blows a whistle. Heero, stool in hand slowly advances on Trant.

TRANT: (cowering) I'm sorry Heero - Une made me do it.

CLOSE UP -UNE

From above, Une watches on impassionedly

CUT TO HEERO:

Heero has a wild, almost manic look in his eyes as he and Trant circle each other.

HEERO: Bring it on.

TRANT: I just wanted out!

CUT TO ALEX:

Beside Une, Alex has his gun out and is firing between the two. Une leans against a pole and chews on a wad of gum.

CUT TO HEERO:

The bullets strike the concrete beside his foot but he doesn't blink; just slowly advances on Trant, his dead left arm dripping crimson blood.

HEERO: Come here, I've got something for you.

TRANT: I'm sorry.

Trant backs into the crowd and the disgusted prisoners throw him back towards Heero.

TRANT: Keep back - no.

HEERO: You want me, you want my blood.

Heero flicks his left arm at Trant and a spray of warm blood scatters over Trant's terrified face.

HEERO: There, there's my blood - scum.

THREE GUARDS, bats in hand surround Trant, protecting him. A fourth grabs Heero by the hand and tries to wrest the stool from him. With the smallest of grunts, Heero flings him onto the ring and yells at Une up on the catwalk.

HEERO: You want to kill me? Then shoot me! Shoot to kill cos here I am. Come on Une, shoot to kill! Don't send some shite to do your business for you!

Une smirks - she's cracked his shell.

Heero grows more agitated.

HEERO: Make your move! Here I am - I'm going nowhere...

Silence.

Heero snaps and flings the stool at Une. It bounces off the grille protecting her not six inches from her face. Alex and Nichol jump back but Une doesn't break the stalemate.

27 RAPID CUT:

Zechs, Trant's knife in hand springs out of the cluster of prisoners, breaks behind the trio protecting Trant, spins him round by the shoulder and stabs him in the abdomen, once, twice, thrice - like he was squashing a bug. Heero notices and reacts.

HEERO: No! No! He's mine!

As Trant collapses out of shot the guards lay into Zechs, beating him to the ground with their bats. Duo tries to break free from his coach.

DUO: Zechs! Zechs!

Zechs is curled up in a foetal position, trying to cover his head as Une's storm troopers thrash him without mercy. Heero lunges for them but a pair pin him against the wall. Trant, forgotten, slumps screaming against a wall, his stomach a red mess.

VOICE OVER PA: (commanding tone) Mandatory lockup! All prisoners in the cells!

As guards and other prisoners drag off Heero and Duo, Zechs' assailants cease. Zechs is unconscious.

Une, silent, rubs her chin and returns to her office, unmoved.

VOICE OVER PA: All prisoners in the cells!

28 CLOSE UP - TRANT - SLOW MOTION.

As the life goes out of Trant his eyes roll back in his sockets and he collapses, still holding his gut. One guard grabs the ID tags round the dead man's neck and rips them loose.

FADE OUT:

29 INT. HOSPITAL WING - DAY

No guards are present. The few beds are empty. The final one has bars round it, a single occupant in a wheelchair. It's Zechs.

The door to the wing slides open and the Mr. T look-alike coach sticks his head through, checks it's all clear and wheels Heero in, also in a wheelchair. Heero's left arm is in a sling. It's clear they shouldn't be here.

The black coach leaves Heero and stands watch by the door.

Heero stares at Zechs grimly.

30 INT. HOSPITAL WING - HEERO'S POV

Zech's neck is in a plaster cast and it's obvious that his jaw is broken. His face is badly bruised.

BACK TO HEERO:

HEERO: You look terrible.

Zechs smiles grimly.

ZECHS: I ain't dead. Anyway, the fact that Treize likes me means Une's gonna get me the best surgeons in Alaska.

Heero nods.

HEERO: She released me to the yard.

ZECHS: She wants to kill you for sure.

HEERO: Nah, she's pushing me, wants me to jump the wall.

ZECHS: It's thirty below out there.

HEERO: I was gonna go tonight. You coming? I'll wait for you.

ZECHS: Sorry Heero, I can't. Anyway, I run things round here.

Heero nods, disappointed, but he understands. He looks up, a quiet determination in his voice.

HEERO: I can make it.

ZECHS: Then go on and do it.

HEERO: I will.

ZECHS: Whatever happens, don't let Une bring you back here.

Pause.

Zechs grins.

ZECHS: I don't wanna see that butt-ugly face of yours again except in Wing Gundam's cockpit.

Heero nods.

HEERO: I'll get out, find Trowa and the Gundams, and then I'll be back for you.

Zechs laughs quietly.

ZECHS: My Tallgeese better not have a dent on it.

Their conversation is suddenly interrupted as the coach runs up.

BLACK COACH: Heero! Une's coming up the stairs.

Heero and Zechs clasp hands, a final farewell.

HEERO: Have fun.

ZECHS: You too.

As Heero is wheeled about to leave Zechs speaks up.

ZECHS: The others will be watching you Heero, so don't get killed. It'll break a lot of anti - OZ spirit. Remember you've got a following.

Heero leaves the room. Zechs pauses.

ZECHS: And they love you.

31 INT. GYMNASIUM - NIGHT

Duo wheels a massive laundry basket down the aisle and prisoners working out in the early morning toss their sweaty workout gear in.

DUO: Coming through! Coming through!

A butch female guard unlocks a door in the grille so he can access the main corridor out. She bends over to check the laundry for stowaways and the inmates catcall at her very unladylike bottom.

INMATE: You can check my laundry anytime!

The guard ignores it and motions Duo down the hallway, locking the gym door as he goes.

32 INT. CELL BLOCK

Duo turns a corner into the darkened cellblock. He wheels to the bottom of the unlit cells, snoring prisoners within and pauses by a closet, raps on the door twice.

DETAIL - HEERO

Heero jumps out, carrying a simple duffle bag.

HEERO: You're late Duo.

DUO: Sorry Heero - they were late with the showers.

Heero burrows under the filthy clothing, oblivious to the stench and Duo wheels him round the corner to the elevator.

DUO: Coming through boss. Hey Jackson!

Jackson, a pleasant black elevator guard unlocks the gate to let Duo in.

DUO: Jackson! What's up?

JACKSON: Nothing mate!

Duo shifts the basket into the freight elevator. Jackson sits on the rim of the basket while Duo pulls the rolling door down and selects the button for the ground floor. It's clear that Jackson trusts him.

33 INT. ELEVATOR SHAFT

The car starts off with a jerk and the cables whir.

34 INT. ELEVATOR

As the car drops Jackson stands up to check the laundry like the female guard did. Duo looks panicky for a second, the glances down.

35 INT. ELEVATOR CAR - DUO'S POV

There's a pile of PLAYBOY MAGAZINES on the floor.

BACK TO DUO

DUO: Hey, Playboy, December AC 199

Uncomfortably, Duo picks one up, slightly disgusted at the content. He waves a centrefold at Jackson.

DUO: What do you think of that hey Jackson?

Jackson smiles, sits down and picks up the magazine, flipping through the pages.

DUO: Yup that editor at Playboy's got the right idea about what he's doing.

The car jolts to a stop and Duo quickly flips the door up, eager to be away. He turns to Jackson, acting like some cool-dude sex god. He gestures at the centrefold.

DUO: Hey Jackson, she might be white, but she's right.

Duo and Jackson chuckle perversely and Jackson gets up to help Duo push the cart. He grunts.

JACKSON: Whew! This is heavy.

Duo gulps, his cover's blown. Jackson suddenly straightens up and begins closing the elevator door. Duo sighs in relief.

DUO: Hey Jackson, see ya'.

Jackson nods amiably as he closes the door and Duo trundles his basket down a corridor.

36 EXT. PRISON COMPOUND - EARLY MORNING, STILL DARK

A guard tower's spotlight swings down and probes Duo as he leaves the building.

DUO: I'm just walking out the laundry boys.

The guard in the tower pushes a button and a gate in front of Duo clicks open with an electronic buzz.

37 EXT. PRISON

Duo is now right outside the prison, but spotlights cover the area around. Conveniently, the laundry bunker is in a blind spot, black as the night.

Duo wheels the basket over, past the laundry bunker and round a corner. Out of sight of the towers, Heero jumps out, duffle bag in hand.

DUO: Right! Go for it!

Heero looks round, then heads for a building with a large chimneystack blowing steam into the night.

HEERO: Thanks Maxwell, I owe you one.

Heero slides the building's door open then slips inside. Duo stands there for a second before he realises the opportunity.

DUO: What the hell am I doing!?

He throws the basket over, pauses and grabs a bundle of used clothes before darting through the door after Heero.

DUO: Heero!

38 INT. BOILER ROOM

The room is a maze of different coloured pipes coming from huge boilers and compressors.

Heero, naked to the waist is crouched over a large cast-iron manhole cover. The duffel bag is open beside him. He seems to be rubbing grease on his chest. He looks up.

HEERO: What are doing here, shut up!

Duo drops the pile of clothes to the ground.

DUO: I'm coming with you.

HEERO: (exasperated) What good are you?

DUO: (bristles) Well you know the fact that I'm a damn Gundam pilot too might be something.

Heero doesn't blink.

DUO: (gives in) Okay, I've got two good arms, you've got one. Happy?

Heero rolls his eyes.

HEERO: Sonovabitch! Okay - get your clothes off and grease down.

Duo makes a humming noise.

DUO: Sounds kinky.

Heero glares at him.

DUO: Okay.

He whips off his hat, leather jacket and prison shirt and leans down to look in the duffel bag.

DUO'S POV

The bag is full of all kinds of goodies that Heero's lifted from around the prison. Mostly tools, a first-aid kit etc.

BACK TO DUO

As he sticks his hand into a paint can and lifts out a wad of AXLE GREASE. He sniffs it.

DUO: Shit!

Heero meanwhile is wrapping Kling-film round his greased body to contain heat in the freezing cold outside. Duo shrugs and slaps the grease on him.

DUO: Ahh! This is nasty!

Heero tosses him the Kling-film and Duo wraps it round his torso.

Together they undo their belt buckles, and then stop.

Pause.

Look at each other's faces.

Then at each other's crotch.

By silent mutual agreement, they turn and walk to opposite ends of the room, grease in hands to finish the job - alone.

39 EXT. BOILER ROOM

Duo's abandoned basket lies in the snow. A tower searchlight sweeps the area in a wide arc, misses the basket by barely an inch.

40 INT. BOILER ROOM - CLOSE-UP ON PADLOCK

A single padlock locks the drain cover shut. A HAMMER, wielded by Duo, slams into frame and splits the simple mechanism.

The two are working on the hatch, wearing some of the clothes that Duo lifted for extra warmth

Heero reaches into his duffel bag and tosses a crowbar to Duo, which he uses to pry the drain cover up.

The hole underneath is deep, dark and stinks! Duo's nose crinkles.

DUO: We gotta go in there!?

Heero walks round him.

HEERO: I am.

He grabs the ladder inside and shins down one-handed. He reaches the bottom, seven down, and a faint splashing of water is heard. Heero yells up.

HEERO'S VOICE: (muffled) Duffle bag.

Duo picks the bag up and tosses it down the shaft. We hear Heero grunt as he catches it. Duo follows him down.

HEERO'S VOICE: (muffled) Pull the cover over.

As Duo climbs down, he drags the cover back into place.

The boiler room looks normal. The machinery hums.

41 INT. SEWER PIPE:

It's a four-foot high pipe, so low that the pair has to bend double to walk in it. Heero leads the way with a small flashlight. Freezing, stagnant water slops around their ankles, unmentionable debris floating in it. Duo retches.

DUO: Damn it! It stinks in here!

Heero sneers.

HEERO: What's the matter, you never been in a sewer before?

DUO: No!

They come to a small pipe that hangs in their way. A unpleasant fungus grows on it and rats crawl on top. Heero quickly ducks under it and proceeds. Duo tries the same and we hear a splash - though we see nothing, it's obvious what just happened.

DUO: Oh gross, I just put my hands in some nasty shit.

Heero laughs callously.

HEERO: Don't worry, it'll rinse right off.

We hear Duo retch, heave and finally throw up.

DUO: Oh this is so uncool!

HEERO: If you wanna be sick then this is the best place to do it.

DUO: Oh man! This is nasty.

He throws up again.

DUO: This is nasty.

42 INT. SEWER GRILLE

They turn a corner and reach a grille blocking the sewer. Beyond it can be seen that the pipe drops steeply away. Faint light can be seen at the far end.

HEERO: Hold the duffel bag.

Duo grabs it loosely and Heero scolds him.

HEERO: Like a grenade you fool!

Duo complies and Heero lifts out a car jack. He inserts it between two of the vertical bars that make up the grille and turns.

The bars groan for a second then begin to pry apart. Duo moans again.

DUO: This place smells like shit.

HEERO: Because it is shit. You don't like that smell? That's the smell of freedom.

A few more turns and the bars are far apart enough for Heero to slip through. He takes his jacket and clothes off, squeezes through and wedges himself across the pipe so he doesn't fall down the steep gradient..

HEERO: Clothes and the light

Duo passes them to him.

HEERO: Duffel-bag

Again.

Duo begins to slip through the bars as Heero fumbles with the torch and bag.

DUO: This is great you know. Une's gonna have a nasty surprise this morning.

There's a low clunk and the tunnel is plunged into darkness. Heero's dropped the torch and it's slid down the pipe.

DUO: Hey Heero, where's the light?

HEERO: Fell

DUO: Fell where?

HEERO: About three hundred feet into the river.

DUO: Damn, no one told me about three hundred feet, I'm scared of heights.

HEERO: No one told you cause no one invited you, me - I'm going.

He begins to slide then checks himself for a second by jamming his legs into the tunnel walls.

HEERO: (disbelieving) You're a Gundam pilot from the colonies and you're scared of heights?

Before Duo replies Heero lets go and slides out of sight. Duo pauses for a second then goes after him.

DUO: (yelling) Heero! Heeerooo!!

43 EXT. CLIFFSIDE - SLOW MOTION - DAWN

In a shot that's completely silent save for the howling wind, Heero and Duo drop from the pipe, which spits them out some fifty feet above the ground. The camera is positioned looking up as they fall, arms flailing, Heero still doggedly holding onto his duffel bag.

44 EXT. POOL - SLOW MOTION

The pair drops into a freezing - cold pool of water, kicking up a massive spray of droplets that hang in the air like diamonds.

45 EXT. STREAM – REAL TIME

The current grabs them and sweeps them downstream. The flow is wide, more like a small river and their feet barely touch the bottom. The water is blindingly cold.

Duo screams incoherently.

The stream sweeps them over a small waterfall. For a second Heero hangs on the edge, clinging to a rock like a limpet, before he's overwhelmed and swept, along with Duo, underground into a sinkhole.

46 EXT. VALLEY

We see two distant stick figures running through the snow. The glacier looms in the background, creaking and cracking. The wind howls and clouds gather on the horizon. A blizzard's coming.

TO BE CONTINUED...