(We cut back to ext. long shot of New York, shrouded in red clouds.

Cut to int. and slow zoom of throne room. Pietro has the Professor

tied up like a marionette, and Rogue is chained next to the

throne.)

Pietro: Puppet headmaster want a bow pop? Here's your Blow pop.

Shove 'em all right down your throat. Here, have

lots!

(Magneto pulls the chain, and Rogue walks up to him holding an apple.)

Rogue: Leave him alone!

(Pietro stops for a second, then continues.)

Magneto: It pains me to see you reduced to this, Rogue.

(He takes a bite out of the apple she is holding.)

A beautiful southern belle such as yourself should be

on the arm of the most powerful man in the world.

(He waves his finger and a crown appears.) What do

you say, my dear? Why, with you as my queen...

(She picks up a glass of wine and throws it in his face.)

Rogue: Never!

Magneto: I'll teach you some respect! (She falls back as he

raises his hand to slap her. Then he stops.) No.

Wolverine, I have decided to make my final wish. I

wish for Princess Rogue to fall desperately in

love with me.

(We see Gambit race back into town.)

Wolverine: (Again as Beast) Ah, master-- there are a few

addendas, some quid pro quo-

Magneto: Don't talk back to me, you stupid blue lout! You

will do what I order you to do, animal!

(Rogue looks up and sees Gambit in the window, motioning her to

play along.)

Rogue: (She stands and puts the crown on her head.)

Magneto! I never realized how incredibly

handsome you are.

(Wolverine's jaw drops.)

Magneto: That's better. (He pulls Wolverine's jaw up like a

shade.) Now, pussycat, tell me more

about...myself.

Rogue: You're tall, well dressed...

(Magneto walks over to her. Gambit jumps down with Storm and Wolverine

sees them.)

Wolverine: Remy! Remy, bub! You're okay!

Gambit: Shh!

Wolverine: (Literally zips his mouth shut, then unzips it.)

Remy, I can't help you--I work for señor psychopath,

now. (His head turns into Magneto's, then back.)

Gambit: Hey--I'm a swamp rat, remember? (He re-zips Wolverine's

mouth.) I'll improvise.

(He slides down a pile of coins and hides close to Magneto and Rogue.

Magneto's back is to Gambit.)

Magneto: Go on.

Rogue: And your cape...is so...perfect! (She has her

arms around him. She pretends to twist with her

finger, but she is actually motioning for Gambit

to come over. He makes his move. Pietro sees him.)

Pietro: Fath--mmmmmm! (Storm grabs him and covers his mouth.)

Magneto: And the swamp rat?

Rogue: What swamp rat?

(They are about to kiss when Pietro manages to knock over a bowl. Magneto

turns to look, but Rogue grabs him back and kisses him. Gambit

looks disgusted. Pietro and Storm both look disgusted.)

Storm: Yuck!

Magneto: That was--(he sees Gambit's reflection in her

crown.) You! How many times do I have

to kill you, boy?

(He zaps Gambit. Rogue rushes him, and he throws her to the

ground. Gambit rushes and grabs the staff.)

Gambit: Get the lighter!

(Rogue runs to it. Magneto, however, shakes off Gambit, then

Uses powers to make an hourglass where Rogue is trapped.)

Magneto: Ah, ah, ah, princess--Your time is up!

(Sand begins to fall from the top onto her.)

Gambit: Chere!

Pietro: Oh, nice shot, fath-- (he is knocked out by Storm.)

(Storm rushes for the lighter.)

Magneto: Don't toy with me! (she's put into a box.)

Gambit: Storm!

(Harley rushes in.)

Magneto: Things are falling apart quickly, now boy. (Harley is

zapped and falls apart. Gambit again rushes for the

lighter.) Get the point? (His path is blocked by

large swords sticking in the floor. Magneto grabs

the lighter and laughs hideously. Gambit pulls a

sword out of the floor.) I'm just getting warmed

up! (He has Pyro make a ring of fire around Gambit.)

Gambit: Are you afraid to fight me yourself, you cowardly toad?

Magneto: A toad, am I? Perhaps you'd like to see how

toad-like my acolytes are! (He smiles broadly, and we

see a toad's tongue come out from behind him. Toad comes out from behind him, and the

ring of fire around Gambit becomes part of a metal

snake encircling Gambit. The snake Magneto makes

moves on Gambit, and on the third try, Gambit

throws a card and hits Magneto. Cut to Wolverine

cheerleaders wearing 'R' sweaters.)

Wolverine: Rickem, rockem, rackem, root--stick that sword into

that mut!

Magneto: You stay out of this!

(Wolverine waving a tiny pennant with a 'M' on it.)

Wolverine: (Weakly) Magneto, Magneto, he's our man--if he can't do it,

GREAT!

(Gambit uses the distraction to make a break for the hourglass where

Rogue is trapped. However, Magneto sees this and blocks the path.

Gambit is thrown away, and he loses his cards.)

Rogue: Gambit!

(Gambit jumps on a large gem and slides across the floor, grabbing

A deck of cards on his way. He turns a corner, but the pursuing snake

cannot, and the front half of the snake crashes through a wall and

hangs outside the palace. Gambit jumps up on the snake's back

and charges it. Magneto screams in agony. Gambit again tries to

free Rogue.)

Gambit: Hang on, chere!

(He is about to hit the glass with his BO-STAFF when Magneto grabs him.)

Magneto: (laughs hideously) You little fool! You thought

you could defeat the most powerful being on earth!

Pietro: (with Wolverine coming up behind him) Squeeze him,

father--Squeeze him like a--awk! (Wolverine elbows him

out of the way)

Magneto: Without Wolverine, boy, you're nothing!

Gambit: (Has an idea) Wolverine! Wolverine! Wolverine

has more power than you'll ever have!

Magneto: What!

Gambit: He gave you your power, he can take it away!

Wolverine: Remy, what are you doing? Why are you bringing me

into this? As if I don't have to take enough crap from him already…

Gambit: Face it, Magneto--you're still just second best!

Magneto: You're right! His power does exceed my own! But

not for long!

(Magneto circles around Wolverine.)

Wolverine: The kid is crazy. He's a little punch drunk. One

too many hits with the snake (His hand

turns into a snake and he hits his head with it.)

Magneto: Wolverine, I make my third wish! I wish to be an all

powerful Genie!

Wolverine: (Reluctantly) All right, your wish is my command.

Way to go, bub.

(Wolverine zaps Magneto with the last Wolverine (tm) brand lightning bolt.

Magneto's snake dissipates and he turns into a Genie. We

see Rogue's raised hand disappear under the sand. Gambit

runs over and finally smashes the glass. Sand and Rogue

pour out.)

Magneto: Yes! Yes! The power! The absolute power!

Rogue: (to Gambit) What have you done?

Gambit: Trust me!

(A purple lighter appears at Magneto's base. Magneto is busy conjuring.)

Magneto: The universe is mine to command, to control!

Gambit: Not so fast, Magneto! Aren't you forgetting something?

(Magneto looks down questioningly) You wanted to be a genie, you

got it! And everything that goes with it!

(Shackles appear on Magneto's wrists.)

Magneto: No! No!

Pietro: I'm gettin' out of here! Come on, you're the

genie, I don't want--

(Pietro tries to run away, but is sucked in with Magneto.)

Gambit: Phenomenal cosmic powers! Itty bitty living space.

Wolverine: Remy, you little genius, you!

(Storm turns back to normal, the Harley re-constructs, Rogue, the Professor

and Jean are standing together. Jean jumps up into the arms of

the Professor, then they are all transformed. The Professor is crushed

because of the weight of the new Jean. The mansion reappears

where it used to be in the city. Gambit is left holding the

new lighter.)

Magneto: (Both from inside the lighter.) Get your blasted foot

out of my face!

Pietro: Oh, shut up, you moron!

Magneto: Don't tell me to shut up!

Pietro:What are you going to do? Ground me?

Wolverine: Allow me. (He takes the lighter and goes to the

balcony. He is now wearing a baseball cap. He

winds up as if to throw the lighter, but opens his

palm flat and flicks it out into the desert

with his finger.) Ten- thousand years in a cave of

wonders ought to chill him out!

(Magneto and Pietro continue to argue as they fade out. Rogue walks

over to Gambit. They hold hands, but both look sad.)

Gambit: Rogue, I'm sorry I lied to you about being a

prince.

Rogue: I know why you did.

Gambit: Well, I guess...this... is goodbye? (Wolverine pokes

his head around the corner shocked at what he is

hearing.)

Rogue: Oh, that stupid law. This isn't fair--I love you.

Wolverine: (Wipes away a tear) Remy, no problem. You've still

got one wish left. Just say the word and you're a

prince again.

Gambit: But Wolverine, what about your freedom?

Wolverine: Hey, it's only an eternity of servitude. This is

love. (He leans down next to her.) Remy, you're

not gonna find another girl like her in a million

years. Believe me, I know. I've looked.

Gambit: Rogue, I do love you, but I've got to stop

pretending to be something I'm not.

Rogue: I understand.

(They take one final look into each other's eyes, then Gambit turns

to Wolverine.)

Gambit: Wolverine, I wish for your freedom.

Wolverine: One bona fide prince pedigree coming up. I--what?

Gambit: (He holds the lighter up to Wolverine.) Wolverine, you're

free!

(A transformation scene ensues, in which the shackles fall off

Wolverine's wrist and the lighter falls uselessly to the ground.

Wolverine picks it up and looks at it.)

Wolverine: (He can't believe it.) Heh, heh! I'm free. I'm

free. (He hands the lighter to Gambit.) Quick,

quick, wish for something outrageous. Say "I want

New Orleans." Wish for New Orleans. Try that!

Gambit: I wish for New Orleans.

Wolverine: No way! (Laughs hysterically. He bounces around

the balcony like a pinball.) Oh does that feel

good! I'm free! I'm free at last! I'm hittin'

the road. I'm going to a bar! I'm off to see the world! I--

(He is packing a suitcase, but looks down and sees Gambit looking

very sad.)

Gambit: Wolverine, I'm--I'm gonna miss you.

Wolverine: Me too, Remy. No matter what anybody says, you'll

always be a prince to me.

(They hug, then realize what they're doing and step back for a "manly handshake". The Professor steps forward.)

Professor: That's right. You've certainly proven your worth

as far as I'm concerned. It's that law that's the

problem.

Rogue: Professor?

Professor: Well, am I Professor or am I Professor? From this day

forth, the princess shall marry whomever she deems

worthy.

Rogue: (She smiles widely and runs into Gambit's arms.)

Him! I choose...I choose you, Gambit.

Gambit: Ha, ha. Call me Remy.

(They are about to kiss when giant blue hands pull everybody together.

Wolverine is decked out in a plaid shirt with cigars and a beer.)

Wolverine: Oh, all of yah. Come over here. Big group hug!

Mind if I kiss the goddess? (He kisses Storm.) Ooh,

a little too young! Well, I can't do any more damage around

this tavern. I'm outta here! See yah,

you two crazy lovebirds. Hey, Harley: Be seein' yah! I'm

a bad ass! No, I'm softie! No, I don't care

what I am--I'm free!

(Wolverine flies up into the blue sky leaving a trail of sparkles

behind him. They cut (a jump cut to make matters worse)

to fireworks exploding over a nightscape. We tilt down and see

Gambit and Rogue flying on Harley.)

Gambit: A whole new world

Rogue: A whole new life

Both: (with off-camera chorus) For you and me!

Men's Chorus: A whole new world!

(They fly off into the moonlight, and after they have disappeared,

the moon turns and reveals Wolverine's laughing face. Suddenly

the film is grabbed "off the projector", the Wolverine lifts it up

and looks at the audience.)

Wolverine: Made ya look, bub!

(Drops the film back to normal, with the normal moon. Fade to black.

The end.)