X-Men
Ed Solomon Christopher McQuarrie, Tom DeSanto, Bryan Singer
Added: Aug 23, 2006
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                                  X-Men



                                    By



                                Ed Solomon


                                Revisions:
                              Chris McQuarrie
                                Tom DeSanto
                               Bryan Singer





                                                   February 24, 1999
















       BLACK

       Sounds of a train rolling to a halt, a shrill whistle.

       EXT. CAMP - DAY

       UP ON the door of a weathered cattle car as a German
       soldier steps into frame wearing that familiar gray of
       the all-too familiar era.

       He throws the door to reveal a mass of huddled and
       frightened people inside.

       The words are not necessary.  The language is not ours
       and the images say enough.

       Men, women and children are herded off the train like
       cattle toward a large open yard.  There they huddle until
       the Germans begin to shout and shove through the mob.

       EXT. FENCE CORRIDOR - DAY

       We are looking up at rows and rows of fences topped with
       barbed wire all designed to create a separator for the
       thousands of Jew who pour through each day.

       Then we see the eyes themselves that look up at them.

       A LITTLE BOY.  A boy who will not die this day.  A boy
       who will live to see the end of the war and the world of
       the future.

       He stares at the metal wire with an unusual fascination.

       The boy looks up at HIS WORRIED PARENTS - a sturdy-
       looking couple who try to smile and comfort him.

       The corridor comes to a junction where it splits in
       several different directions.

       Soldiers here push the mob using rifles as pikes,
       screaming and terrorizing the lot of them.  Suddenly it
       is clear what they are doing.  They are dividing the mob
       into smaller groups.

       Soon, the groups themselves become evident.

       Men from women.  Children from adults.

       The family tries to stay together, clinging to one
       another dearly, until finally, they are put upon by a
       number of gray uniforms and pulled apart. The boy is
       dragged screaming his feet no longer touching the ground.
       Two soldiers carry him as they follow the back of a large
       column of children being led through a gate of barbed
       wire so dense, it resembles wool.

       The gate closes and the boy looks back to see his parents
       - along with many others - being restrained by a number
       of soldiers.  The screaming is deafening.

       And the boy’s can be heard above it all.  The soldiers
       seem to be having a hard time carrying such a frail
       child.  The farther they get from the fence, the heavier
       he seems to get, until they are literally pulling him as
       though he were anchored to something.

       His outstretched fingers claw at the thin air and he
       screams until the blood in his face is blue.

       The soldiers are literally pulled back a step and they
       begin to slip in the mud. They look at one another and
       then over their shoulders as they hear a sound.

       A groaning, creaking sound.  And then the unmistakable
       twang of wire stretched to snapping.

       ANGLE ON:

       The fence.  The gate that separates the parents.  It bows
       toward them like iron filings to a magnet, and several of
       the strands of barbed wire have given way.

       The boy continues to scream as all the other faces simply
       freeze and wonder.

       One of the soldiers pulls a wooden baton from his belt
       and brains the boy violently.

       He slumps and the soldiers carrying him spring forward as
       through a rope that was holding them back has been cut.
       They nearly fall, looking at one another with some
       concern, some confusion....

       Then they follow the line of children that has gotten
       ahead of them.

       ANGLE ON:

       The boy’s parents watch him as he -- as they, are taken
       away.

       The rest of their story is as you would expect.

       EXT. SKY - DAY

       Bright, bright blue framing a blinding white sun.

       PAN DOWN AGAIN TO REVEAL:

       The cracked, drought-stricken soil of nowhere.

       TITLES:

       KENYA - 1978

       A group of children at play.  Tribal children who,
       without the help of the titles, could be from any age.

       They run through a tiny village of tents, playing.  Every
       child holds a long reed-like stick and they chase each
       other playing their version of tag.

       As each child is tapped, they chase the others.  Each
       trying to avoid being "it", though never going far enough
       away to miss the fun.

       One girl in particular.  A PRETTY GIRL OF 12, with
       unusual white hair, is tagged and immediately shunned.

       She chases kids this way and that, but to no avail.  She
       is not strong enough, nor agile enough, to win.

       She tumbles and lands on her stick, snapping it.  She
       stands and, when the children see that her stick is
       broken, they begin to giggle.

       The giggles become laughter and the laughter becomes a
       taunt, and before we even realize, the inherent cruelty
       of children let loose becomes evident.

       They have now formed a circle, at first avoiding her
       touch with distance, but now growing tighter with menace.
       In the unspoken manner of children at prey, the group
       begins to chant in their native tongue - a song we have
       not heard but sung in a way none-too inviting.  They
       begin to poke at her with the reeds, driving her back.

       The girl now moves to the center of the circle, no longer
       wishing to tag anyone.

       ONE DEVIOUS CHILD seems to get an idea.  He takes his
       stick and smacks it across her shoulder.  She turns to
       face the child and another swings his stick across her
       back with a solid THWACK.  Before long, mob rule gives
       way and all the kids are swinging at her and laughing.

       It grows to the brink of frenzy, the laughing and the
       shouting not too unlike the noise of the previous scene.

       So much so, we may miss the first flake of snow.  The
       children certainly do.  It is snowing for a good ten
       seconds before the last of them stops.

       By then, the snow is thick as flies and wafting down to
       melt instantly on the hot African soil that has never
       seen snow before.

       ANGLE ON:

       Adults come out of their huts and in from the fields and
       the whole of the village is soon gathered around the
       little girl, staring up from the clear blue sky and the
       snow that falls from nowhere.  From nothing.

       One by one, all eyes fall on the little girl and the
       looks of curiosity become looks of fear.  Of
       superstition.

       Punctuated by a solid thump.

       And then another.

       AN OLD MAN looks down at his feet and sees a tiny,
       misshapen ball of ice, no bigger than his eye.  He looks
       at it, bites it, then pops it in his mouth - breath
       turning to steam.

       Another such chunk of ice pops him on the head.  THE
       CROWD LAUGHS.

       They look up again and see that mixed with the snow are
       tiny pellets of hail, seeming to increase in number as
       the snow mysteriously wanes.

       And the pellets are getting larger.  Until they land as
       hunks.

       The white haired girl drops to the ground and covers her
       head as hailstones the size of baseballs plow into the
       Earth.

       Before long, tents are collapsing and panic ensues.

       And all along the white haired girl sits huddled in the
       dust, crying.

       As hailstones fall in a circle around her, never coming
       closer than then a few feet or so.

       INT.  HIGH SCHOOL GYMNASIUM - NIGHT

       ONE MORE SKY.  This one a backdrop.  Cheap paint and
       tissue paper hung with hooks on a wall just behind the
       basket on a full court.

       As we pull back, we see the skyline of New York, crudely
       made out with its silhouette buildings of dark gray and
       black - windows of yellow.

       Among the famous landmarks represented is the Statue of
       Liberty, complete with a real light bulb burning in the
       torch.

       We are at a prom. The theme is RHAPSODY IN BLUE and the
       decor has made tragic efforts to show it.  The
       tablecloths are blue, the napkins are blue - far too many
       of the tuxes are powder blue, and the blue eye shadow is
       as heavy as expected.

       Peter Gabriel’s "In Your Eyes" gives painful indication
       of the era, but here it is, nonetheless:

       SOUTHERN CALIFORNIA - 1986

       MOVE ACROSS THE FLOOR and through the swaying, clutching,
       sweating dancers to the bathroom.

       Through the door to the usual -

       INT.  BOYS BATHROOM - NIGHT

       Several boys are here, bow ties undone - unclipped in
       most cases.  Smoking, drinking from whatever inventive
       container was used to smuggle in booze.  Breath freshener
       and Visine are the chaser.

       Some of the guys are rolling joints while others make the
       sad effort to wave smoke away.  Who are they kidding?
       It’s a fog in here.

       MOVE DOWN THE ROW OF TOILET STALLS to one in particular.
       Here we find A FRECKLED KID standing in front of mirror,
       clearly holding himself up from the effect of God knows
       what.

       He talks to his friend in the he stall behind him.

                           FRECKLED KID
                 Man, what’s the matter with you?

       His friend is on the toilet with his head in his hands.
       He seems to be in some pain.  He is SCOTT SUMMERS - AGE
       17.

                           FRECKLED KID (contíd)
                 Dude.  Lighten up.  She’s just a girl.
                 You just gotta-

                           SCOTT
                 No, my eyes... my eyes are killing me.

       The Freckled kid offers a small plastic bottle.

                           FRECKLED KID
                 You want some Visine, man?

                           SCOTT
                 My... eyes...

       The freckled kid looks and sees that Scott’s eyes are
       watering so badly that tears are literally streaming
       through his fingers.

       He goes back to the mirror to look at his own.

                           SCOTT
                 ... they’re burning...

       The freckled kid turns back to him.

                           FRECKLED KID
                 Dude, how much did you smoke?

                           SCOTT
                 I didn’t smoke anything.

       Scott looks up, taking his hands away, revealing for an
       instant that his eyes are merely bright red embers in his
       head.  Featureless but for the color.

       Freckles takes a step back.

       INT. GYM - OUTSIDE BOYS ROOM - NIGHT

       A blinding flash of light shows through the frosted glass
       in the double door and cuts through the crack into the
       dark of the gym.

       All who see it are stunned. Frozen.  A lingering moment
       of confusion, then:

       BOOM, the doors to the Boys Room burst open and the
       occupants scatter into the gym.

       INT. GYM - STALL - NIGHT

       Freckles is still there, legs locked.

       FRECKLES’ P.O.V.

       He looks at Scott who is now crying meekly in the stall,
       covering his eyes again -- afraid to open them.

       The door of the stall across from him swings closed TO
       REVEAL:

       A HOLE, PUNCHED THROUGH THE STALL DOOR framing Scott’s
       face perfectly.  Pull back to reveal that the hole
       continues through the wall, into the girl’s bathroom next
       door.

       In the corner several girls huddle together, they are
       afraid.

       INT. SENATE HEARING ROOM - DAY

       Packed with reporters and photographers.  There’s a dais -
       a raised panel of senators - and a second, lower panel.
       This is where the "experts" are testifying.

       Panning across the faces of several G.O.P. creeps as they
       watch something with varying degrees of interest.

       TITLES:

       WASHINGTON D.C. - THE NOT TOO DISTANT FUTURE

       A woman’s voice holds over the proceedings.  It is the
       voice of JEAN GREY - whom we will soon meet.

       As she is speaking, we come to a large screen television
       at one end of the room.

                           JEAN (O.S.)
                 In every organism on Earth there
                 exists a mutator gene - the X-factor,
                 as it has come to be known.  It is the
                 basic building block of evolution -
                 the reason we have evolved from homo
                 habilus...

       FOOTAGE REFLECTS THE VARIOUS STAGES OF HUMAN EVOLUTION.
       Accompanying it is a GRAPH with a DIAGONAL LINE
       indicating the ascent of the "human being" as we know it.
       Accompanying the graph are evolving images of the
       "evolution of man."

                           JEAN (O.S.) (contíd)
                 ... to homo erectus, to homo sapiens
                 Neanderthals, and, finally, to homo
                 sapiens.

       The animated demo on the screen zooms in on the lowest
       order of human depicted - homo habilus - a primitive, ape-
       like humanoid covered in hair.  As he is singled out, the
       terrain of his time appears, along with the harsh signs
       of his winter.

                           JEAN (O.S.) (contíd)
                 Taking it’s cues from the climate,
                 terrain, various sources of
                 nourishment, the mutator gene tells
                 the body when it needs to change to
                 adapt to a new environment.  The
                 process is subtle, normally taking
                 thousands of years.

       As the graphic changes and depicts WARMER CLIMATE, the
       HAIR STARTS TO DISAPPEAR ON THE MAN’S BODY - gradually
       evolving into the human we now know as ourselves.

       Now the terrain is modern, the weather pleasant.  The
       image pulls back and places this man back in line at the
       front of evolution.

                           JEAN (O.S.) (contíd)
                 Only in the last few thousand years
                 did mankind begin to make clothes for
                 himself, build shelters, use heat and
                 grow food in large quantities.  With
                 this man-made environment remaining
                 relatively stable, the X-factor became
                 dormant.

       QUICK SHOTS: early huts, early clothing; then early
       homes, later homes, air conditioning, cars, modern high-
       rises, etc.

       PULL BACK WIDER

                           JEAN (O.S.) (contíd)
                 Until now.

       On the room, the reactions, and on JEAN herself.

       A strong, attractive woman in her early 30’s.  A simple
       placard before her:

       JEAN GREY.  GENETICALLY ENHANCED RIGHTS ASSOCIATION.

       The screen shows the words "PRESENT DAY," where the
       "evolution line" has resumed its rise.

                           JEAN (contíd)
                 For reasons still not known to us, we
                 are seeing what some are calling the
                 beginnings of another stage of
                 evolution -

       A MICROPHONED VOICE interrupts.  Bearing down is the
       flamboyant SENATOR SCOTT "FRANK" KELLY, a conservative
       from Florida, and the hearing’s Chairman.

       Just behind him sits his aide HENRY GUYRICH - mid 30’s,
       typical government cog.

                           KELLY
                 You’re avoiding the question I posed
                 to you at the beginning of the
                 hearing, Ms. Grey.  Three words: Are
                 mutants dangerous?

                           JEAN
                 I am avoiding a question that is
                 decidedly loaded, Senator.  The wrong
                 person behind the wheel of a car can
                 be dangerous.

       Another SENATOR (LUCINDA ROWEE) speaks into her
       microphone:

                           SENATOR ROWEE
                 Well, we do license people to drive.

                           JEAN
                 But not to live.

       Kelly raises a hand, continuing his tirade.

                           KELLY
                 Ms. Grey -- you work at a school for
                 mutants in Westchester, New York.  Can
                 you tell the members of this committee
                 what exactly you are teaching these
                 mutants?

                           JEAN
                 Math.  History.  Science.  English.
                 Athletics --

                           KELLY
                 You wouldn’t happen to be teaching
                 them how to use their powers to --

                           JEAN
                 Control, Senator...  we teach them
                 control.

       Kelly raises a blown-up photograph: a grainy, super-
       zoomed, somewhat obscured image of a CAR ON A FREEWAY
       which appears to have "melted."  Now he’s really playing
       to the crowd.

                           KELLY
                 This was taken by a state police
                 officer in Secaucus, New Jersey.  A
                 man in a minor altercation literally
                 melted the car in front of him.  I
                 don’t know where you come from, Ms.
                 Grey, but where I come from, you don’t
                 go melting people’s cars when they cut
                 you off.  You do it the old fashioned
                 way -- you give ’em the finger.
                     (laughs from the crowd)
                 But what you presume to tell this
                 committee -

                           JEAN
                 I presume nothing, I am here to tell
                 you that in time, the mutator gene
                 will activate in every living human
                 being on this planet.  Perhaps even
                 your children, Senator.

                           KELLY
                 I can assure you, there is no such
                 creature in my genes.

       The room LAUGHS.  Kelly mistaken thinks it is for him,
       until the double meaning occurs to him.  He is
       momentarily embarrassed, but he quickly recovers.

                           KELLY (contíd)
                 Ms. Grey, we are not here to weed out
                 mutants.  The Registration Act is
                 designed merely to assess their
                 potential threat - if any - to
                 national security.

       The crowd reacts loudly in support of the Senator.  Some
       cheer, some roar, some yell obscenities at Jean.

       Jean stands and walks out, pushing her way through
       reporters now moving in for her response. All the while,
       Kelly is delivering his last words.

                           KELLY (contíd)
                 Mutants are very real.  They are among
                 us.  We must know who they are.  And
                 above all, we must know what they can
                 do.

       AS THE SHOUTS OF THE MOB RISE AND GIVE WAY TO:

       EXT.  CAPITOL BUILDING - WASHINGTON D.C. - DAY

       An angry mob outside the Senate hearing.  Voices roar in
       dissent when Jean emerges, coming down the steps without
       hesitation.

       She sees signs condemning mutants, a scarce few
       supporting them.

       A group of reporters are behind her and more meet her in
       front, closing her in.  Microphones are shove in her
       face.

                           REPORTERS/VARIOUS
                 Dr. Grey, how do you feel about the
                 Senator’s Statement / How is the
                 mutant community reacting?  Is it true
                 that mutants are dangerous? / Is there
                 a mutant plot to overthrow the
                 government?

       She ignores them all, trying to push through.

       ANGLE ON:

       A KID IN THE CROWD holding a full can of Coke.  Smiling
       to his friend beside him.  He fires it over the heads of
       everyone toward Jean.  Perfect trajectory.  Closing fast.

       Suddenly:

       Silence falls over the crowd.  A total silence.  An
       absolute silence.

       All eyes watch in awe at the can and its liquid trail,
       frozen in mid-air a few inches from Jean’s face.  It
       simply hovers there.

                           JEAN
                 Weíre not the ones to be afraid of.

       Using telekinesis she slowly lowers the can to the
       ground.  She shakes her head, almost ashamed of the
       display.  Almost as if to say ìI didnít want to do that.î

       The can rolls down the steps.  People move away from it
       as though the can itself were dangerous.

       The crowd steps back in genuine fear.  Jean simply moves
       ahead now, unimpeded, still shaking her head.

       EXT. CABIN IN THE SNOW COVERED WILDERNESS - DAY

       Smoke curling from the chimney, warm light emanating from
       the window.

       A well-worn pick-up truck parked axles deep in the snow,
       the back filled with a cord of cut wood.  A hand painted
       scrawl on the door reads:

       Firewood for Sales

       A slope, just behind the cabin leading to a frozen lake.

       PUSH IN SLOWLY TOWARDS THE CABIN.  Ten beers sit cooling
       in the snow outside the door.  We hear LED ZEPPELINíS
       ìBLACK DOG.î

       INT. CABIN - DAY

       Music thunders, quite a contrast to the surroundings.  A
       cosy little abode, showing signs of neglect, as though
       decorated with a gentler touch that passed not too long
       ago.

       A large shelf replete with books.  An electric mix from
       Sun Tsuís The Art of War to Mark Twainís The Adventures
       of Huckleberry Finn.

       A fire burns in the fireplace.  On the mantle sit a few
       old black and white photos of a slightly younger Logan
       posing with a group of HARD-CASE MILITARY TYPES in a
       heavily wooded area.  We can not tell if they are true
       Military or simply mercenaries.

       In the wall above the mantle, a sketch of a beautiful
       woman.

       And finally we come to the occupant of the house, sitting
       at the only table in the center of the room.  His back is
       to us.  His hair is coarse and black, sprouting wildly
       from his head.  He is LOGAN.  We will come to know him
       well.  As well as we can.

       Despite the loud, pounding music, he is working with the
       meticulousness of a watch maker.  At the same time, he
       smokes a thick cigar.  A tall bottle of beer on the floor
       next to his chair.  A SINGLE, SILVER DOG TAG hangs from
       his neck from a battered chain.  As we get closer, we
       look over his shoulder and see what he is working on so
       intensely.

       Pencil rubs against paper furiously.  He is sketching,
       what we cannot see.  But he is definitely caught up in
       his own minds eye.

       HIS HEAD SUDDENLY TURNS.  He listens to something we
       cannot begin to hear.   A momentary pause, and he goes
       back to sketching.

       Just as he seems to be settling back into the details
       again.

       WHACK

       He reaches over and shuts off the music coming from the
       box beside him.  He listens.

       He stands, turning around slowly in a circle.  He drops
       the sketch pad on the chair.

       Only the crackle of logs in the fire.

       LOGANíS P.O.V.

       We follow his gaze around the room.  Past the fire which
       sounds suddenly like a blazing inferno, past the clock
       which ticks as loud as clapping hands, past the simmering
       tea-kettle which hisses like a seething cauldron.
       Finally, he glances at the cigar which we hear crackling
       nearly as loud as the fire.

       Loganís senses are amplified many times more then ours,
       he walks to the door.

       E.C.U.

       His nostrils flare.

       He raises his fist beside his face.  For a moment, it
       seems as if he is just chinking.  Then -- SHOOK - THREE
       STEELY CLAWS some nine inches long, emerge inexplicably
       from the skin just above Loganís knuckles.

       Logan barley turns his head before.

       BOOM

       THE WINDOW EXPLODES, letting in freezing wind and
       billowing snow.

       Logan is hit from behind.

       The attack is so ferocious that we are unable to make out
       the attacker.  Whatever it is, it is HUGE.  We can hear
       it snarling and see flashes of its claws as it slams
       Logan back.

       EXT. CABIN - DAY

       The front door SMASHES OPEN.  The two combatants roll
       madly down the hill obscured by flying snow.

       Finally, we see Logan separate from his attacker and
       CRASH THROUGH THE ICE of the frozen lake.

       E.C.U. - A MASSIVE CLAW-LIKE HAND lifts into frame the
       SHINING DOG TAG hanging from it.  The tagís chain slides
       off and too the ground.

       UNDER ICE

       Logan struggles, already short of breath.

       As he struggles -- water starts to fill his lungs.  His
       skin goes pale.  He is drowning.

       EXT. ABOVE ICE - DAY

       We hear an angry grunt as the thing starts to hunt for
       Logan.  It stalks across the ice, searching.  We catch a
       glimpse of shoulder, a CLAWED FOOT, a MANE OF HAIR.

       UNDER ICE

       Loganís struggle has decreased somewhat as his strength
       wanes.

       CRACK

       The ice above Logan shatters as a clawed hand reaches
       through.

       EXT. ABOVE ICE - DAY

       A violent YANK.  The ice gives way to the soaked and half-
       frozen Logan.

       The creature picks Logan up by his face, CUTTING DEEPLY
       into his cheek, and holds him up like a rag doll.  The
       two are face to face.  This is called SABRETOOTH.  The
       reasons are obvious.

       Teeth like said animal and catís eyes to match.

       A mutant, certainly a member of a class remote in the
       extreme.

       And then it speaks.

                           SABRETOOTH
                 Itís not gonna be that easy.

       Logan, half-drowned, opens his eyes and looks right at
       Sabretooth as though heís going to say something.
       Instead, a LUNG-FULL OF WATER comes shooting out.

       With that, Sabretooth ROARS, as he hoists Logan up and
       throws him.  Logan flies nearly ten yards.  He lands head
       first.

       Sabretooth skulks over to him.

       With the sound of Sabretoothís breathing comes the rising
       of the wind...

       Snow from the ground begins to swirl in the bitter cold
       air.

       Sabretooth is nearly upon Logan now and the wind rises
       further, until he must shield his eyes from the bitter
       icy air.

       As he approaches, we see a fresh cut on Loganís face
       HEALING BEFORE OUR VERY EYES, leaving not so much as a
       scratch.

       THEN:

       A SUDDEN FLASH OF LIGHT

       Lightning.  No.  Lightning is not red.

       Sabretooth looks around, puzzled, then down at Loganís
       motionless body.  Then to his feet where a hole in the
       ice sprouts bubbling water.

       The wind blows so violently now that he nearly misses two
       figures standing only a few yards away - mere silhouettes
       in the icy haze.

       A closer look tells us it is a man and a woman, THEY WEAR
       STRANGE UNIFORMS of form-fitting material - the man wears
       a reflective visor that hides his eyes.  The womanís face
       is care revealing dark skin, penetrating eyes and unusual
       white hair.

       ANOTHER FLASH - one that seems to come from the manís
       visor itself.  An intense beam of red light.

       Sabretooth looks down and sees the ice at his feet has
       broken away.

       He plunges through the ice like a mark in a carnival
       dunking tank.  His massive weight and hairy coat quickly
       suck him down.

       The TWO FIGURES - CYCLOPS (Scott Summers) AND STORM
       (Ororo Munroe) - obviously two of the children we saw
       earlier now grown - move over the hole and calmly watch
       Sabretooth gather himself and swim back to the surface.

       Storm looks down at the hole, concentrating her intense
       gaze.  The wind whips further and the water in the hole
       begins to freeze over.

       UNDER THE ICE

       Sabretooth wisely concedes.

       With one last look at the two mysterious figures now
       nearly obscured by the ice, he turns his body and swims
       away with the same agility he had on land.

       ABOVE THE ICE

       THE SNOW AND WIND ARE NOW VIOLENTLY RAGING

       Cyclops and Storm walk over to Logan and look down at him
       curiously.

       LOGANíS P.O.V.

       They look at one another, wondering.  Above them, a black
       shape looms into frame, bringing with it the whining of
       jet engines.

       This is the X-JET and it is like no other plane we have
       seen before.

       Loganís eyes begin to close as they obscure the last of
       all perceptible detail.

       INT. CAVERNOUS ROOM - NIGHT

       CLOSE UP ON:

       The Periodic Table of Elements.  A chart made up of
       blocks depicting the elements and their chemical symbols.

       Among the standards like Gold (Au) and Iron (I) and
       Oxygen (O2) is a new square on simple red construction
       paper tacked to the top.

       It contains simply a large letter ìA.î

       TRACKING SHOT THROUGH:

       We are in a laboratory of sorts, quite different from any
       we have ever seen -- and so are its occupants.

       MORTIMER TOYNBEE, a dim, loyal thug whose agile leaping
       ability and superhuman strength have earned him the name
       TOAD.

       Across the room, JOHN ALLERDYCE, a wiry redhead whose
       ability to control fire with his fingers has earned him
       the name PYRO.

       In the corner we see BLOB, no explanation needed,
       devouring a BUCKET of cereal, preariously balanced on his
       huge belly.

       They are a bestial and sinister bunch.

       Toad and Pyro are working on:

       A MACHINE

       A fantastic device which occupies a hallowed space in
       this lab.  It is meticulously designed, and with its
       intricate circuitry, wires, and power boards, it
       resembles most closely (and only resembles, because truly
       itís like nothing weíve ever seen before) a combination
       of an upright torpedo and a fantastic light source --
       only far more dark and foreboding.

       Pyro holds a stick of solder in one hand.  He lights a
       lighter with the other, then drops it.  Strange thing --
       the flame remains hovering about his finger.  Quickly the
       flame intensifies and turns blue, melting the solder over
       a small circuit board.  Then, the flame is gone.

       He sticks out his hand like a surgeon.

                           PYRO
                 Hand me the dykes.

       Toad, both hands occupied, flicks his long tongue and
       grabs a pair of pliers which he rests in Pyroís hand,
       leaving them slicked with SLIME.  The flame in his finger
       goes out.  The slimy coat over the pliers quickly
       HARDENS, freezing their action.

                           PYRO (contíd)
                 I asked you not to do that.

       Blob laughs.  Toad shrugs.

       In the background, almost ignored by them, something is
       on the television.  The news.

                           NEWSCASTER (O.S.)
                 Preparations are nearly completed for
                 the upcoming anniversary gala
                 celebrating the formation of the
                 United Nations.  With nearly every
                 invitation confirmed, the occasion
                 promises to be the largest single
                 gathering of world leaders in history.

       The image in the screen is a helicopter shot of ELLIS
       ISLAND, with Liberty Island and the famous Statue in the
       background.

                           NEWSCASTER (contíd)
                 Ellis Island, once an arrival point
                 for thousands of immigrants crossing
                 the Atlantic with the hopes of a
                 better life, will open its doors
                 again.  Only this time it will be to
                 leaders and their families from over
                 200 nations.

       Blob belches his skepticism deafeningly.

       TRACK FURTHER THROUGH THE LAIR AND OUT THE DOOR as the
       Newscast drones on.

       INT. CORRIDOR/OFFICE - NIGHT

       WE MOVE through subterranean corridors and past dozens of
       projects that share some similarity to the machine we
       have seen, including crude designs that have been
       rejected or stripped of their good ideas.

       FAINTLY we become aware of a clicking sound.  Almost like
       a stopwatch very far away, always growing louder.

       The newscast has faded and another voice is getting
       closer from somewhere down the hall.

       Sabretooth emerges around a corner heading towards us,
       turning just as we get to him.  The clicking is loud and
       clear now.

       Sabretooth enters an office and we follow him.  Seated at
       a desk in the center of the room is MAX LENSHERR - age -
       somewhere after sixty, but strong and vital for his
       years.  He is more often called MAGNETO.

       The clicking is from the sound of an executive pendulum
       thingy on his desk.  The six steel balls hang onto one
       another from string supports in formation depending on
       how many are let to fly from either end.  One ball
       strikes one and one ball swings out from the other.  Two
       balls and two, and so on.

       Slight difference.  There are no strings supporting the
       balls, thus defying gravity.

       A chess set - all of its pieces made of beautifully
       crafted iron - sits on the far end of the desk.

       He is watching television, or more accurately listening -
       his eyes looking off into space, deep in thought.

                           INTERVIEWER
                 ...and the leading voice in the call
                 for Mutant registration is Senator
                 Scott Frank Kelly, of Florida, who
                 claims to support the constitutional
                 rights of the genetically enhanced,
                 but whose crusade to register mutants
                 is gaining popularity.

       Now Kelly is on the screen.  Magneto shakes his head.

                           MAGNETO
                 Not this one again.

       When Sabretooth clears his throat, the clicking balls
       instantly freeze and hover there.

       The volume on the television drops, though no remote is
       in sight.

       Magneto notices Sabretoothís apparent exhaustion, his
       torn clothing, including the slashes in his side.  His
       look asks ìwhat happened?î

       Sabretooth crosses the room and places the shining dog
       tag on the table.  The one he ripped from Loganís neck.
       He sits at the desk, puzzling over it.

                           MAGNETO (contíd)
                 Your expression tells me the news is
                 not good, brother.

                           SABRETOOTH
                 I lost him.

                           MAGNETO
                 How?

                           SABRETOOTH
                 It was Xavierís people.  They knew.

       Frustrated.  Magneto inspects the dog tag.

                           MAGNETO
                 I want him.  That is all they know
                 because that is all you know.

       Nothing odd about the tag at a glance, military dog tag,
       weathered and beaten, but certainly plain, Canadian
       Military, Loganís name, rank, and a faded serial number.

       His thumb feels the indention of the word at the bottom
       of the tag that does not seem to fit here.

       WOLVERINE

       We hear the voice of Senator Kelly on the TV.  Kelly is
       on the screen giving good face.

       As he turns up the television, and again, we donít see
       how, he places the dog tag on his desk, thinking.

                           KELLY
                 I think the Presidentís pre-occupation
                 with international affairs has drawn
                 his attention away from this problem.
                 Americanís deserve the right to decide
                 whether they want their children to be
                 in school with mutants.  To be taught
                 by mutants.  They also have the right
                 to know the dangers.  Thatís the
                 purpose of registration.  And mark my
                 words, if the President isnít strong
                 enough to do what needs to be done...

       As the Senator continues we PULL BACK and see Magneto
       watching this.  He begins speaking over Kellyís diatribe.

                           MAGNETO
                 And you may mark my words, Senator
                 Kelly.  All your plotting, all your
                 hatred.  I have plans for you.  Iíve
                 seen you come, and I will see you go.

       As Magneto turns Loganís dog tag between his fingers, we
       canít help but notice FADED PURPLE SERIAL NUMBERS
       TATTOOED IN HIS ARM.
       He then drops the dog tag on the desk, Magneto stands and
       heads for the door, Sabretooth follows.  The television
       shuts off and Magneto waves a hand as though beckoning
       someone to follow.  Or some thing.

       He stops and looks back at the dog tag on the desk and
       waves again.  A paper clip just next to the dog tag skips
       off the desk and into Magnetoís hand.  He drops it,
       annoyed and tries again.

       A slight rattle, then nothing more, as though the dog tag
       were held down by an unimaginable weight.

       He walks over and picks up the dog tag, inspecting it,
       then trying to bend it.  Nothing.

                           MAGNETO (contíd)
                 Can it be..?

       He puts it back on the desk.  Now Magneto concentrates -
       sending a wave of magnetic force that ripples the air
       around it.

       The tag trembles, but does not budge.  He looks at
       Sabretooth and smiles.

                           SABRETOOTH
                 Is that what youíre looking for?

                           MAGNETO
                 A piece.  Only a piece.

                           SABRETOOTH
                 Is it enough?

                           MAGNETO
                 Enough for a test.

       And as Magneto looks up at Kelly on the television we:

       PAN OVER TO A BULLETIN BOARD on the wall beside him.

       To a periodic table, smaller than the first.

       But still with that red square and added letter ìAî.

       EXT. WHITE HOUSE - PARKING LOT - DAY

       Kelly and Guyrich walk out of the White House on their
       way to their limousine.

                           KELLY
                 I canít believe the President canít
                 see it.  I wouldnít be surprised if he
                 has a mutant on his staff.

       Kelly and Guyrich climb into the limo and slump back in
       their seats.

       INT. LIMOUSINE - DAY

                           GUYRICH
                 Have you thought of a demonstration of
                 some kind?  Maybe use the UN Summit to
                 our advantage.  The whole world will
                 be watching.

                           KELLY
                 Iím not interested in the whole world,
                 Henry... Iím interested in America.
                 Let the rest of the world deal with
                 mutants their own way.

                           GUYRICH
                 Where to?

       Kelly rubs his eyes.

                           KELLY
                 Home.

       Guyrich leans to address the driver.

                           GUYRICH
                 Dulles Airport.

       INT. LABORATORY - DAY

       Medical monitors beep, keeping track of the vital signs
       of -- Logan, who lies in a bed in the middle of a medical
       lab.

       In the wall beside Loganís bed is a light board on which
       hang Loganís X-rays.  Loganís skeleton seems to be more
       the creation of a Deco architect than of nature.
       Streamlined, refined... almost manufactured.

       He is asleep, recovering.

       Jean Grey enters the lab.  She walks over and examines
       the X-rays, fascinated by their unique structure.  She
       notices what appears to be an unusually complex network
       of bones in the forearm.  Jean looks down and runs her
       fingers over the traces of three incisions on the backs
       of Loganís hands.  Jeanís eye moves across his body.  His
       rippling muscles.

       Jean uncaps an IV needle and moves to the middle of
       Loganís arm.  We cannot help but notice a diamond ring on
       her left hand.

       Jean starts to put an IV in Loganís arm.

       Just as she is sticking the needle in his arm HE JOLTS
       VIOLENTLY.

       SNAP

       Loganís hand reaches up quickly, breaking the needle off
       in his arm.  He grabs a startled Jean by the throat.

       He is out of bed.  She is unable to speak, choked silent
       by his grip.

       He places his fist near her face.  We see the three faint
       scars just above his knuckles.

       Hesitation.  Logan looks at her for a moment.  Taken by
       her beauty.  Then he is on his feet.

       Jean is on the floor, gasping for breath.

       Logan realizes something is missing.  He reaches to his
       chest and feels for the dog tag.  Gone.  He stifles a
       curse.

                           LOGAN
                 Where is it?

       He looks at Jean who recoils from him in terror.  Logan
       thinks, then bolts.

       INT. HALLWAY - DAY

       Logan comes out into an empty hall.  Strange.  Deathly
       quiet.  It is very sparse and modern, matching the lab we
       have just left.  Logan runs and goes through the first
       door he comes to, to keep Jean from seeing where he has
       gone.

       INT. READY ROOM - DAY

       He looks around and sees he is in some sort of locker
       room.  A row of lockers run along one side of the wall.
       And hanging from the other side in a row, are UNIFORMS,
       much like the ones Cyclops and Storm were wearing in the
       snow.

       He starts to rummage through the lockers, coming up with
       a shirt and pants that almost fit.  A pair of sneakers as
       well.

       He hears the sound of approaching foot-steps coming from
       the hallway.  He spots another entrance on the far side
       of the room and, carrying his clothes, he staggers out,
       still in considerable pain.

       INT. HANGER - DAY

       Logan rushes through the door, looking behind to see if
       he has been seen.  He closes the door and leans back to
       catch his breath... which stops momentarily as he looks
       around the massive hanger he has entered.

       The X-Jet, the stealth plane we saw in Alaska, now sits
       parked and quiet.

       Logan walks to the plane and stops -- listening.  We hear
       a strange THUMPING.  He listens for a second.  The sound
       picks up in speed and we realize that we are listening to
       the SOUNDS OF A BASKETBALL GAME coming from above.

       As Logan tries to digest this, the door that he had just
       come through begins to open, letting in a shaft of light.
       Logan looks around wildly for a moment, looking for a
       place to hide when -

       BING.

       An elevator door opens in the wall of the hanger ten feet
       from where Logan now stands.  He whips around and runs
       for it.

       There is a button marked ìG.î  He presses it.

       INT. HALLWAY - DAY

       The elevator opens on a hallway that doesnít match the
       rooms we have already seen at all.  It is plush and
       stately, the hallway of a great mansion.

       He hears a voice coming from a room.

       As he gets closer to it, we can begin to hear:

                           VOICE
                 ... until the Emperor Constantine
                 converted to Christianity.  With that
                 one act, history was changed.  The
                 Christians who were once prosecuted
                 and fed to the lions, became accepted.

       Now the voice is clear as a bell, coming from a room with
       the door slightly ajar.

       INT. CLASSROOM - DAY

       Logan peeks in and sees in front of a chalk board, a
       massive blue furry creature called BEAST.  Besides two
       arms and two legs, the only remotely human thing on his
       ape-like face is a pair of wire spectacles.  He addresses
       a class of kids between the ages of 16 and 17.
       Besides the occasional physical alterations, there is an
       overall oddness to the group, giving way to the fact that
       in some way or another these are all mutants.

                           BEAST
                 So as their leaders went, so did
                 follow the hearts and minds of the
                 people of the Roman empire.  Which
                 made for some very happy Christians.

       Now he sees Logan standing in the door, looking back at
       him in mute shock.

                           BEAST (contíd)
                 Can I help you?

       All the students turn to see Logan, standing in a
       hospital gown with a mean case of bed head.  They start
       to giggle.

       Logan turns and heads down the hallway to the left.

       INT. HALLWAY - DAY

       Logan hears footsteps and quickly does a one eighty back
       down the hallway.  He turns a corner, hugging the wall.
       He halts.  A large oak door stands down the hall.  He
       smells something, taking in a deep breath, his head
       cocking to the side - listening.

       He turns and looks behind him.  More foot steps.  Someone
       is about to enter the hall.

       He turns again, ready to run the other way when he sees
       the SHADOWS of two more people coming from the other
       direction.  Logan is trapped.  He lunges for the large
       oak door and bursts through.

       INT. XAVIERíS OFFICE - DAY

       Logan shuts the door and leans his head back against it,
       exhausted.

                           VOICE (O.S.)
                 Good morning, Logan.

       Logan, still clutching his stolen clothes, opens his eyes
       and sees a man sitting behind a large mahogany desk --
       PROFESSOR CHARLES XAVIER, an intense and intelligent man
       just to look at him.

                           XAVIER
                 Would you like some breakfast?

       Logan, who was prepared for anything but this, just
       stares.

                           XAVIER (contíd)
                 Iím sorry, allow me to formally
                 introduce myself -- I am Professor
                 Charles Xavier.  This is my school.

                           LOGAN
                 How do you know my name?

       Xavier taps the side of his head with his finger.

                           XAVIER
                 Youíre not the only one with gifts.

       When he speaks, his lips do not move.  We realize Logan
       ìhearsî the voice in his head.  In addition, the voice is
       accompanied by the FAMILIAR SOUND OF FOOT STEPS
       indicating that perhaps Xavier had herded Logan through
       the mansion with his mind.  He does not like it.

       Xavier comes out from behind his desk.  We see that he is
       in a MOTORED WHEELCHAIR.  Realizing that he is safe for
       the moment, Logan begins putting on his stolen clothes.

                           LOGAN
                 What am I doing here?

                           XAVIER
                 I brought you here so that you would
                 be safe from Magneto.

                           LOGAN
                 Who?

                           XAVIER
                 A very powerful mutant who for some
                 reason has taken an interest in you.
                 Iím not sure why, but until we find
                 out, I must ask you to stay.

       Logan looks Xavier over.  He is obviously a kind man who
       is offering his help.  Logan is silent for a moment.

                           LOGAN
                 No thanks.

       Logan goes to the door.

       Xavier, disappointed, just watches him go.

       INT. FRONT HALL - DAY

       Logan sees a grand entrance with two huge oak doors and
       brightly-polished steel knobs that scream ìexit.î  He
       starts in that direction when the doors begin to open.

       A moment of traffic, laughing, chatter... then they are
       all gone.

       He gets to the doors and pushes them open.  Bright white
       sunlight floods in, nearly blinding him.

       EXT. MANSION - DAY

       The first thing he sees through the haze is wings - GIANT
       WHITE, FEATHERY ANGEL WINGS.

       A young boy, no more than fourteen, has them sprouting
       from his back.  He is stretching not only his limbs, but
       his unusual appendages in the morning breeze.

       Sensing something - the boy turns, and sees this
       shambling ruin of a man in the doorway.

       Off Loganís expression, we hear the flapping of wings and
       see his awestruck face following the boy onto the sky.

       This only holds his attention for a moment.  Logan looks
       across an expanse of grounds that house the Mansion.  A
       high, wrought-iron gate surrounds the entire property.

       He watches as several children play basketball across a
       large court.

       Logan shakes his head and is out the closing door.

       Xavier simply watches from his window.

       EXT. MANSION - FRONT GATE - DAY

       Logan heads for the gate.

       SHOOK -- Logan pops his claws.

       Suddenly, the gate slowly opens -- Inviting him to leave.
       He pauses, momentarily confused.  He takes one long look
       back at the mansion.  And then leaves.

       Stay for a moment.  Watch him go.  Then pan across a sign
       which reads --

           PROFESSOR CHARLES XAVIERíS SCHOOL FOR THE GIFTED

                        Westchester N.Y.

       PANNING slowly across the road to the thick woods on the
       other side of the street.

       SOMETHING MOVES in the trees, catching our eye.  Someone
       is watching.  It is Toad, camouflaged amidst the trees
       and branches.

       EXT. SKY - DUSK

       A helicopter streaks across the sky.

       INT. HELICOPTER - DUSK

       Kelly sleeps fitfully in the large seat.  A bump of
       turbulence.  He wakes suddenly and looks out the window
       seeing the ocean below.

       Kelly looks out the window again and sees water.  They
       are flying low.

       He looks at Guyrich, who sleeps as well.  He wakes him.

                           KELLY
                 Where the hell are we?

       Guyrich looks out the window and looks at Kelly, puzzled.
       He stands and goes to the door to the cabin of the
       helicopter.

                           GUYRICH
                 Pilot?

       No answer.  Guyrich tries to open the door.  Itís locked.

                           GUYRICH (contíd)
                 Pilot?

       Kelly looks out the window now and sees the helicopter is
       closing in on an island - where, is anyoneís guess.  What
       is known is that the place is no pleasure resort.

       It is in fact some sort of refurbished island fortress,
       complete with turrets, built right into the side of the
       cliffs.

       EXT. ISLAND HELIPAD - DUSK

       A clearing in the middle of a ring of trees at the base
       of a rocky rise