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. The helicopter touches down.

THE PILOT, wrapped from head to toe in a flight suit and
helmet, gets out and opens the side door, exposing Kelly
and Guyrich to the intense wind of the rotors. They
cover their eyes, cowering.

KELLYíS P.O.V.

Two figures come out of a hole in the mountain. One
seems extremely larger than the other.

Guyrich and Kelly step out. As they get closer he can
make out Magneto and Sabretooth.

KELLY
Dear God… Dear… God.

The Pilot removes his helmet to REVEAL:

Pyro, smiling.

KELLY (contíd)
What the hell is this?

Kelly is utterly confused. As Magneto nears, Guyrich
steps forward to greet him, putting arms around Magnetoís
neck and kissing him deeply. Then Magneto looks deep and
lovingly into Guyrichís eyes.

And with that GUY SHAPE SHIFTS into a beautiful woman who
herefore will be known as MYSTIQUE. Her body is covered
in iridescent blue scales, which complement her lovely,
solid yellow eyes.

Kelly, of course, is shocked. Mystique shows a little
hip, raising the scales at her mid-section mockingly, as
the last of what we thought was Guyrich slips underneath.

KELLY
You… wha… Who are you… Where is
Henry?

MAGNETO
Mr. Guyrich has been dead for some
time Senator.

KELLY
You mutant bastards…

Pyro grabs the Senator as he runs back for the helicopter
in vain.

KELLY
Whatever you do to me… no matter
what youíll make me right. Every word
I have spoken will be confirmed.

MAGNETO
Gosh, I hope so.

As Kelly struggles against all hope.

KELLY
People like you are the reason people
like me exist.

And with that, Mystique walks up.

MYSTIQUE
And people like you are the reason I
was afraid to go to school as a child.

With that, Mystique punches Kelly. Knocking him out
cold.

BLACK

INT. MACHINE ROOM - MAGNETOíS LAIR - NIGHT

Kelly comes to.

Magneto walks past him, holding Loganís dog tag.

His thumb crushes one last time over the curious
ìWolverine.î

PULL OUT TO REVEAL:

Kelly is strapped to a metal chair, bound impossibly
tight. He struggles. Mystique watches from the far side
of the room.

MAGNETO
Are you a ìGod-fearing man,î Senator?

Kellyís reaction tells him he is certainly afraid of
something right now.

MAGNETO (contíd)
That term always confused me. As if
there were something to fear.

Kelly looks around wildly, terrified.

MAGNETO (contíd)
God after all, is often defined as all-
forgiving. A description I rather
like. I think what you really are
afraid of…

Magneto uses his mind to move Kellyís chair a little
closer. Kelly nearly loses it.

MAGNETO (contíd)
…Is me and my kind. The Brotherhood
of Mutants.

He touches Kellyís face and Kelly recoils.

MAGNETO (contíd)
And this law. Your mutant
registration act is only the
beginning.

KELLY
The intention of registration act -

MAGNETO
INTENTION? Intention, Senator? We
are talking about mankind here. His
fear. It is only a matter of time
before mutants will be herded into
camps. Studied for weaknesses. And
eventually wiped off the face of the
Earth.

Kelly shakes his head. There is nothing he can say to
sway this man.

Magneto turns and admires his machine.

MAGNETO (contíd)
Well, weíre much more giving than
that. We simply want to share with
you… To help you understand.

KELLY
What is it you intend to do to me?

MAGNETO
(smiling)
Letís just say, God works too slowly.

Magneto moves to the machine.

MAGNETO (contíd)
Youíre a leader, Senator Kelly – you
set an example. And if more of you…
were like more of us? Well, youíll
see.

Kelly watches as Magneto takes Loganís dog tag and places
it atop a tube at the bottom of a large spire in the
center of the room some thirty feet high.

He walks toward the opposite side of the room and watches
as the tag is raised to the top of the device, through
the shaft.

MAGNETO (contíd)
Donít fear God, Senator. And
certainly - most certainly… donít
fear me.

A beat.

MAGNETO (contíd)
Not any more.

ANGLE ON:

MAGNETO raises his arms and a series of metal rings up
from the machine platform that holds the dog tag. With a
slight motion of his hand, the rings begin to spin slowly
gaining in speed as Magneto controls it with his power.

The air around it ripples, gaining in intensity.

WAVES OF MAGNETIC ENERGY POURS from Magnetoís hands
toward the machine.

Now, Magneto has the rings spinning around the dog tag at
such speed, the rings themselves are no longer visible -
merely a blur around the stationary tag. Magneto lowers
his hands. The machine is now working on its own.

Kellyís eyes grow wide with fear as the metal dog tag
begins to glow. Dull at first… the brightly… too
brightly.

The deafening whine of the machine builds louder and
louder.

Suddenly – SILENCE

FIVE SECONDS OF ABSOLUTE SILENCE.

The sphere vanishes, enveloped in a light so white, it
defies description.

But Iíll try:

A light that seems to ooze rather than radiate. A light
that fills the room as it expands outward and engulfs
everything in sight.

It is liquid light. Creeping and unstoppable.

From outside the room, Pyro and Sabretooth watch through
the window. It comes through, first casting its shadows
darkly against the wall, then erasing them as it swallows
them - as though they were never there.

INT. HALLWAY - NIGHT

From under a door, the light leaks in, filling the room.

All through the lair, air vents, keyholes, drainpipes and
the like, the liquid light fills the lair to the gills.

EXT. MAGNETOíS LAIR - NIGHT

THROUGH THE TURRET ATOP THE LAIR, the light beams up into
the night sky, shinning like a beacon for miles.

Then the white light obscures all. Fueled by this tiny
piece of metal, the light extends like an ever growing
bubble, out and up over the ocean.

PULL BACK FROM THE SMALL ISLAND

The bubble of white light is easily five miles across.

INT. MACHINE ROOM - NIGHT

Kelly grits his teeth, barely visible in the whiteness.

Then it is gone. He hangs his head in exhaustion.

Magneto himself is a bit overwhelmed. He looks at his
own skin - no apparent change. He shakes his head,
blinks his eyes.

Sabretooth and Pyro are also a bit struck by the display
and they also seem a bit dazed.

Magneto walks over and reaches into the still steaming
metal device. His hand comes out holding the dog tag -
actually its remains.

A frazzled, blackened wire, warped and spent. Nothing
more. And this turns to dust in his fingers.

Magneto has amazed even himself this time.

The silence is shattered by a phone ringing. Sabretooth
picks it up. He listens, then hands the phone to
Magneto.

SABRETOOTH
Weíve found him.

Magneto puts the phone to his ear. He smiles.

MAGNETO
Where?

ANGLE on Kelly, his skin glistening slightly, almost
luminescent. Pinker (healthier?) then it was when he
came in.

KELLY
Oh… Oh God… what have you done to
me?

Magneto hangs up the phone. He crosses to Kelly, leans
in and whispers in his ear.

MAGNETO
Welcome to the future… brother.

Magneto stands, looks at his machine, then back at Kelly.

MAGNETO (contíd)
Now if youíll excuse me… I have a
train to catch.

EXT. TRAIN - NIGHT

The silver Amtrack moves speedily through the dark
countryside.

INT. TRAIN - NIGHT

A CONDUCTOR makes his way through a half filled car of
commuters taking tickets. He passes a restroom and exits
the car. He takes a seat.

Logan emerges from the restroom, having avoided paying
his fare.

A few seats in front of him, in a grouping of seats that
face one another, sit four large guys, early twenties –
Theyíre th