DISCLAIMER: None of this belongs to me.

NOTES: My second reviewer, E:RT asked how I transferred the original film to script format so well. Here's the secret; I own a copy of the script.

It's a very early draft which is extremely different to the final film, but it acted as a guideline for the formatting. Also, several scenes which were never filmed inspired my to write my own versions. One really great sequence ought to be out in several updates.

Also, if anyone assumes I simply copied the script – wrong. Yes I did refer back to it when writing new scenes and when I couldn't make out a line or two on my DVD, but 95% of what you read is original work.

E:RT, you asked to see the train, here it is...

47 INT. CELL

A prisoner is stuffing clothes down his cell's toilet and flushing, causing water to stream out of his cell and over his level's catwalk in a dramatic fall.

48 INT. NEXT CELL

The camera moves through the wall showing another prisoner flinging burning paper through the bars of his cell.

49 INT. CELL BLOCK

Its another riot. The prisoners are rejoicing the escape.

Guards hurtle along the catwalks to try and establish some control, but the prison is rapidly degenerating into total chaos. The chanting prisoners are close to hysteria. the heads strain against the bars, laughing at the passing guards.

Jubilant shouting rings in the corridors.

50 INT. REC ROOM - CLOSE UP ON KNIFE

An Adam's apple is dancing up and down on a guard's throat.

PULL BACK

A tough INMATE is holding a prison-made knife against the throat of a petrified guard.

PULL BACK

The room looks like a hurricane blew through. Tables and chairs are smashed to pieces, stacked in a large pile that some inmates threaten to set on fire

51 INT. BOILER ROOM

Even from here the chanting prisoners can be heard. A guard, face and arms stained an unpleasant brown - we dare not ask what, scrambles up through the sewer hatch and gasps for air.

GUARD: They came this way alright, no doubt about it.

CLOSE UP - UNE

Une, now wearing a parka over her uniform shakes her head and smirks.

UNE: He did it. He actually did it.

52 INT. CELL BLOCK

Several guards rush in with their hose and douse the cells. The prisoners cower against the blast.

53 OMITTED

54 BACK TO UNE - BOILER ROOM

Une nods to Nichol.

UNE: Stop searching the prison. Notify the state police and get their pictures out. You know what to do.

Nichol salutes and leaves. Une is alone.

UNE: God, find them...but don't kill them...let me do it.

Une turns and slowly walks out, no hurry.

55 EXT. PRISON

It's the same shot of the prison from afar that we opened the movie with, we hold on it for a few seconds. The wind and snow blow harder.

56 EXT. NAKED FOREST

A number of dwarf and barren pines decorate the landscape. Heero trudges through the six-inch deep snow, bundled up and fighting the blizzard which is now right in his face. Duo follows several feet behind him, decidedly slower.

Their clothes are soaking wet and beginning to freeze. Duo hugs a thin jacket he stole from the basket around them, while Heero wears a large fleece he had the foresight to bring.

DUO: (yelling) Heero! Hold up a damned minute.

Heero keeps on going.

HEERO: I'm hurting too!

DUO: At least you got shoes!

Pause, the two keep going.

DUO: How much further we gotta go man?

HEERO: About half a mile.

Duo collapses against a tree stump. His teeth chatter.

DUO: (gasping) Maybe I can make, half a mile.

DETAIL SHOT – DUO'S FEET

We can see that the soles of his prison-issue shoes are falling apart, and his big toe, beginning to turn blue is sticking through. Duo pauses to scoop some of the snow out. It's obviously very painful.

DUO: Shoes! I need shoes!

57 EXT. NAKED FOREST - DUO'S POV

Heero keeps on going, disappearing over a small ridge.

58 EXT. PRISON

Snowmobile engines are revving, bloodhounds yelping and dozens of heavily- armed GUARDS are anxiously waiting for the command to start the manhunt.

Alex rushes through the prison gates and jumps on the lead snowmobile.

ALEX: (barking) Cut them loose!

The bloodhounds are let off the chains, the guards running after them, followed by the snowmobiles whose headlights barely cut through the dense snowfall. The manhunt is on.

59 INT. PRISON - REC ROOM

FADE IN

CLOSEUP - ZECHS

Zechs has been tied by his hands and feet to a chair set up in the centre of the boxing ring. Une slowly circles him like a wild dog about to strike.

Zechs stares defiantly at Une as Nichol comes up.

NICHOL: There's no footprints around the compound and Alex's team are out of radio contact.

Une does not seem to notice this, her attention is focused on Zechs. He turns and leers at Nichol, or as best he can with his busted jaw.

ZECHS: What do you think...he flew away...with only one wing!

UNE: (threatening) Keep going. I can make it real sweet for you.

ZECHS: Just try bitch. How'd you like to tell Treize that the 'lightening count' is dead.

Zechs leans forward.

ZECHS: Go-ahead...kill me...then I'd be out of this hell-hole...and I'd go happy...I've lived to see the day you lost...He beat you Une...We beat you...and you'll never win.

Une crouches down.

UNE: Trust me, I hope you die. because then, you'll know just how Yuy and that punk Maxwell will feel when I catch up to them.

Zechs looks up at her.

ZECHS: Like hell you will.

He spits on her foot.

The two hold that gaze, their hatred clear.

60 EXT. RIVERBANK - DUSK

It's the spot where the river rushes out from underground. The dogs are going berserk. All eyes are on Alex, who studies some tracks leading out of the water.

WARDEN: (to Alex) It's crazy, Sir, but it looks like they swam down from the prison.

ALEX: (Shakes his head) Impossible.

He yells at at dog handlers

ALEX: Get going up the river and make sure they didn't cross back over further upstream...

Alex turns back when he is distracted. A distorted howl echoes in the far distance. It resonates amongst the trees and crags. It's a LOCOMOTIVE WHISTLE. The dogs whimper and even Alex shivers. He catches himself, and smiles.

ALEX: That's it.

He yells

ALEX: Cancel that order.

He turns to a guard.

ALEX: Can you raise Stonehaven?

The guard tries a radio. Static.

GUARD: Nah!

ALEX: Right! Where's the nearest railroad?

GUARD: Five miles north.

ALEX: Five miles...They'll never make it.

He yells to the pack of men, machines and animals.

ALEX: We're heading north to the railroad. We'll scour the yards and report back to Une on a landline. Move em' out!

61 INT. CELL BLOCK

It's silent. The riot is ended, and the prisoners are all in their cells, hoping and praying for the former Gundam pilots.

62 EXT. RAILYARD

Amazingly, the two have made it through five miles of snow and tundra to the railyard. Heero is running beside a freight train, waiting for the right moment to duck underneath. Duo trudges behind, shivering constantly.

Heero gets down on his knees and points. Duo looks under the chassis.

63 EXT. RAILYARD - DUO'S POV

Between the bottom of the train and the rails he can see a grey building a few tracks away. Heero nods - that's where they're going.

BACK TO PAIR.

The wheels of the wagons thunder inches from their heads. Heero waits for the right moment, then rolls under the train...

64 EXT. OPPOSITE SIDE OF TRAIN

...and out the other side, narrowly missing the wheels. He waits for Duo...

...who suddenly appears on-top of the train! Preferring risking being seen rather than dicing with death under the wheels, Duo has jumped up and darted over a flatcar, landing beside Heero, who nods and looks around. Together they slip unnoticed towards the building.

65 INT. LOCKER ROOM

From inside we see Heero peering through the windows, checking that no-ones inside. It's all clear. The pair collapse through the door and lie on the floor. Silence except for their thudding heartbeats and the trains outside.

Heero checks inside a closet while Duo plops down on a bench next to a cast- iron stove, warming his hands and feet. Duo sighs in relief.

DUO: What's next in your master plan Heero?

HEERO: Ram that bench up against the door there.

Duo complies, barricading the door. He then sidles back to the stove and removes his frozen trousers and jacket and the useless shoes, wearing only a T-shirt and underwear.

He drags himself to his feet and tries one of the lockers lining the walls. It's locked. He gestures to Heero who tosses him a crowbar from the duffel- bag. Duo goes at the doors with a quick and quiet efficiency. Heero nods with approval.

DUO: (under his breath) Clothes - let there be clothes...

He rummages in the first locker and finds a red sweater which he pulls on over his T-shirt.

He tries another locker and a pair of black leather overalls tumble out. He compares them to his body. Size looks right.

CUT TO HEERO.

Hero meanwhile, as taken a second crowbar and is pulling open various lockers, taking several items that fit him - gloves, green sweater, hard- hat helmet, a dry pair of jeans, and a fluorescent orange safety jacket.

CUT TO DUO.

The leather overalls fit Duo almost perfectly. The arms are a bit long so he rolls the sleeves back. The chest zips up in the middle and he leaves the top part slightly undone so that his red sweater sticks out slightly. He checks himself in the mirror.

DUO: God, am I handsome!

Heero rolls his eyes, but Duo's growing on him somewhat. He finishes doing up a pair of hiking boots and turns to go.

HEERO: Come on.

Duo's still searching for decent shoes. He rummages in the base of the locker.

DUO: Shoes, let there be shoes. Hey!

He pulls out a hip-flask and tastes it. Bourbon.

DUO: Oh damn! I haven't tasted decent liquor in years.

He tosses it to Heero who samples a bit, nods his approval and sticks it in his jacket pocket.

HEERO; Come on!

Duo finally finds what he's looking for - a pair of brown boots and some thick socks.

Heero waits impatiently as Duo does them up.

Duo springs up and grabs another fluorescent jacket like Heero's, a pair of leather gloves and a fur-lined lumberjack hat.

DUO: Ready!

The two grab the bench blocking the door and are about to pull it away when someone bangs on the door from the outside. The two squeeze against the wall as someone looks in the windows.

Muffled yelling from outside.

The two share a glance and Duo gestures silently at a window on the opposite wall. Heero nods.

66 EXT. EASTBOUND YARD.

Heero scrambles out the window first, Duo passes the duffel bag through, then follows, shutting the door behind him.

67 INT. LOCKER ROOM

Two sets of wet prison clothes lie forgotten and discarded.

68 EXT. EASTBOUND YARD OVERPASS

Heero and Duo, in their stolen outfits survey the activities in the yard below.

67 EXT. RAILROAD YARD

HEERO AND DUO'S POV:

The yard is a massive hive of activity, all barely comprehensible to the two ex-pilots. On the far side they see the automatic dispatch system; wagons being pushed up a ramp by a locomotive, before being detached and allowed to roll down the opposite side onto their designated tracks in the eastbound yard. Between them and the foreground a passenger train rumbles through on it's reserved rails, while a freight train negotiates the labyrinth sidings...

BACK TO THE PAIR

...before pulling up directly below the overpass the two are standing on, the updraft from it's cooling vents rustling their jackets like Marilyn Monroe's dress. It is all a crazy maze of steel rails, engines and wagons. Duo points down at the train.

DUO: How about that one?

Heero shakes his head and leads Duo down the gantry. They try to walk like they belong here, yet taking care to keep themselves as inconspicuous as possible. They make use of such cover as piles of railroad ties and mountains of ballast, oil drums and small shacks as they head away from this active area.

68 EXT. PRISON HELIPAD

The helicopter pilot flips the switches.

The engine coughs sluggishly in the cold and suddenly turns over.

The rotor spins.

Une waits while Nichol emerges from the prison with two loaded assault rifles. She yells to him, barely audible over the roar of the copter..

UNE: We'll cover the valley, and then the glacier.

Nichol motions an OK gesture, and the two climb aboard.

The engine revs increase and the helicopter lifts off.

69 EXT. SHACK IN THE LOCOMOTIVE WORKS

This is a more removed part of the yard, there are less trains but more concentrated activity. The central feature is a large ROUNDHOUSE and several MAINTENANCE SHEDS. There are also large brick warehouses and a few wooden shacks leaning against each other for support. Heero pulls Duo into the shelter of one of these as a long train of ore hoppers begin to roll to a halt behind them. Duo gestures.

DUO: Let's get this one.

Heero looks at him, raises an eyebrow.

HEERO: Know where it's going?

DUO: Anywhere's fine by me.

HEERO: That one's not going anywhere.

Confirming his point the train grinds to a halt, kicking up a spray of snow. Heero shakes his head.

HEERO: (to himself) This place is just one big parking lot.

Heero looks around for an escape route, slightly desperate, yet retaining his cool-as-ice demeanour.

70 EXT. LOCOMOTIVE YARD - HEERO'S POV

A large locomotive is being turned on the turntable outside the roundhouse, ponderously swinging through 180 degrees. The roundhouse is occupied by similar machines. Behind them, a small yard switcher marshals a rake of flatcars loaded with steel rails. There is no shelter to be found here.

Heero's eyes wander to an area near the roundhouse, drawn there by some unseen force. There is a series of sheds here, backed by a number of hundred-gallon fuel tanks. Steam pours from a cracked pipe above the tracks at this point, obscuring whatever machines are being serviced.

Suddenly from within the steam a massive funnel of acrid diesel exhaust blows into the air as something stirs within the shadows with a deafening noise. The clouds of smoke part dramatically and a black snout protrudes through.

FOUR COUPLED ENGINES reverse into view, progressing with a slow solemn rhythm.

BACK TO HEERO

As he sees them he lifts his eyebrows, nods slightly. These will do. He taps Duo, who is facing the other direction.

HEERO: Hey, look here.

DUO: What?

As Duo turns we cut to...

71 EXT. DUO'S POV

The four machines fill the screen, emitting an amazing, malignant presence. They seem like a prowling animal, a fusion of iron and steel ready to pounce.

HEERO (VO): That's our ride right there.

BACK TO DUO

He cringes with fear. Heero smirks at his reaction. Duo grins weakly, ashamed before Heero.

DUO: Why?

72 EXT. DUO'S POV. FULL SHOT.

In close up we can now get our first clear view of the engines as they pass between fuel tanks, sheds etc. They are antiquated DIESEL ENGINES, workhorses from a past century. They look like they've been to hell and back, literally. Yet they retain a marvellous majesty, kings of the high iron.

DUO (VO): (nervously) Why that one?

BACK TO BOYS

Heero laughs cruelly, a thin smile of his lips, his breath billowing like the engine's exhaust.

HEERO: Because I want it.

73 EXT. THE FOUR COUPLED ENGINES

The engines reverse out of the roundhouse area into the sidings. As they begin to pull up parallel to the pair about a hundred feet away...

WE CUT TO...

74 EXT. YARD

Heero cutting out from behind the shack like a rabbit across the snow, closely followed by Duo. The run down a small embankment, across a courtyard and now they are beside the engines, rolling to a halt.

75 EXT. SIDING

As they reach a warehouse Heero stops and pulls Duo into the door. The engines continue to reverse past, until the front unit brakes with a squeal. We note that it takes several seconds for the brakes to arrest the train's movement at even this slow speed.

Silence, just the low reverberating hum of the diesels, which causes the ground to shudder ominously beneath the pair. Heero sticks his head out and checks for onlookers, clear.

76 EXT. ALLEYWAY

The pair now seem to be walking down an alleyway between the warehouse and the four engines, which rise twenty feet into the sky, blotting out the sun. We can now see the full extent of damage these machines have taken in their long lives. Rust, long dents, abrasions and even scorch marks streak their sides, while a thick layer of snow coats every flat surface. Large grey sheets of thin metal have been hastily welded over some of the more severe damage. Finally a thin, but deadly layer of ice binds the steel, even hanging off the frames in icicles. They are black, sinister giants.

Duo gulps.

DUO: You sure about riding these monsters.

Heero looks back.

HEERO: What, you scared?

Duo grins nervously.

DUO: No, I just never heard of anyone riding an engine before.

Heero grunts and carries on.

77 EXT. 3RD / 4TH ENGINE

They have now reached the gap between the third and fourth engines, which are identical twins. The two are bound together seemingly by a pillar of snow and ice, actually the coupling. Several chains hang between the two cowcatchers as well, along with numerous electric jumper cables.

By silent mutual agreement, the two pilots head for the gangway stairs onto the fourth engine. Duo grabs the railing and reacts suddenly, whipping his hand up.

DUO: Damn thing cut me!

We see a long, but clean and shallow cut running across his palm. Duo looks at the railing he just grabbed. It's completely smooth, nothing there to cause a cut. He shrugs.

DUO: Got a mind of it's own this thing.

It's meant as a feeble joke, but we sense those words are closer to the truth than the two expect.

Duo scrambles up the ladder to the catwalk and Heero tosses the duffel bag to him before using his one good hand to pull himself up. Together they enter the cabin.

78 INT. 4TH ENGINE CAB

It's a grimy place, lit only by feeble light through the iced-over windows. The small room is about twelve feet wide and eight feet long. On the forward bulkhead there's a small bench with a TOOLKIT and FIRST AID KIT underneath and a door into the forward nose of the engine. On the rear bulkhead is the empty rack for a fire extinguisher, a bank of switches and several closet like-doors all labelled HIGH VOLTAGE in peeling stencils. Under the right hand window facing forward is the engineers seat and a free- standing control panel, loaded with levels, dials and gauges. On the left hand side of the cab is a pair of seats either side of the window.

Heero takes this all in quickly and kicks the small door open and disappears down the stairs. Duo follows.

79 INT. NOSE COMPARTMENT

This room should be filled with a small boiler for heating passenger trains but it's been stripped out, leaving enough room for the two. In the bottom corner is a small toilet for the crew. Duo pulls the door shut. The place is dark but for a small stream of light coming from the ventilators on the wall. The muted sounds of the engine reverberates through this steel box.

Heero flips the toilet seat down and sits on it, pressing his eyes to a thin ventilator slit. Duo crouches behind him. The pair shiver in the cold, hunch their jackets up around them, and wait.

NOTE: The following sequence is composed of a series of tight, rapid shots. The feeling should be one of tension, the soundtrack music a simple haunting, throbbing stanza.

80 EXT. ENGINES - DAWN

The camera is at eye level holding the engines in a three-quarter view, so we can see all four at once from the front. The lead engine, seen clearly for the first time, has a short low front bonnet with a pair of dark windows behind. Behind it, the others seem to stretch on forever, like a segmented snake.

The sun is just rising above the engines, which dominate the view. The snow has changed to a light powder and the sky is a clear blue. The engines however remain in shadow, seemingly absorbing all light, except for a thin halo around their edges.

81 INT. 4TH ENGINE, NOSE COMPARTMENT

Heero and Duo wait, the tension mounting. Heero slowly exhales, his breath turning to steam.

82 EXT. ENGINES

Same camera angle as before, but the tension is building. Hot air escaping from the warehouse turns to vapour and flits across the engines. A light wind plays down the alley and lifts snow off the lead engine, whipping it into the air in gentle swirls. The beat of the background music is getting faster.

84 EXT. 4TH ENGINE ROOF

In a tight close up shot we see the roof of the 4th engine, focusing of one of the massive extractor fans, which slowly begins to turn under it's mesh grille, faster and faster.

85 INT. 4TH ENGINE, NOSE COMPARTMENT

The 'whup-whup-whup-whup' of the fan conveys down to the pair, who look up at the noise and tense themselves.

Its almost time.

86 EXT. 4TH ENGINE ROOF

The fan continues to spun faster and faster, getting up to full speed. As it does, some of the snow lying on the roof is swept into the air by the fan's vortex. As the beat of the music reaches it's pinnacle, the engine seems to move forward slightly.

87 INT. LEAD CAB - CONTROLS

This is close-up shot of the engineers controls. We see a single lever, the AIR BRAKE. As we watch, a gloved hand enters frame and yanks the valve to OFF.

87A EXT. WHEELS Air floods out of the brakes like a surfacing submarine, clearing the snow away.

87B INT. LEAD CAB – CONTROLS The same hand grabs the POWER THROTTLE, set to IDLE and rapidly shoves it through the eight settings to full power.

The cab rocks violently and a massive clunking noise is heard.

87C EXT. ENGINE – ROOF With a roar of thundering might, exhaust fumes from the diesels tower high into the sky.

88 EXT. LEAD ENGINE - CLOSEUP ON WHEELS

As a high-pitched electric whine begins to build the wheels shift forward slightly, then stop. The engine bounces on it's suspension, the whine of the motors reaches it's peak, the wheels spin, grip, and the train pulls out.

To be continued...

A/N: Once again, any reviews or comments are invited.