X-MEN THE PHOENIX SAGAquan4d.weebly.com/uploads/5/3/2/5/53258759/x-men... · ...Are my X-Men. The...

X-MEN: THE PHOENIX SAGA

byQuan Ford

Based upon the storyline written byChris Clairmont

Based upon characters appearing in comic books published by MARVEL Comics

X-MEN created byStan Lee and Jack Kirby

ii.

BLACK SCREEN --

A SPLASH of FIRE swirls like a dragon curling up to strike. Then another, only this one siphons to the center forming a dense spec of LIGHT. Silence is pierced by the deep hypnotic voice of:

XAVIER (V.O.)Solar flares, the atom bomb. A string of notes in a symphony orchestrated by a higher intelligence...

A brilliant surge of light encapsulates the darkness. Racing out through a galaxy of mutant DNA strands. The composition of light and molecules become the porcelain iris of, JEAN GREY.

EXT. THE HOME OF THE GREYS - DAY

Jean is horrified, in her arms lies, Annie, her best friend, age nine, school uniform stained with blood.

XAVIER (V.O.)...It is unclear what triggered this rapid expansion of the mutant genome, manifesting in unsuspecting humans, usually during periods of heightened emotional stress...

Jean sees her hand painted, RED. Rubber imbued into the road.

EXT. MANHATTAN CROSSWALK - NIGHT

A Female Pedestrian, paralyzed in the headlights of a charging semi - HONK! - A figure ghosts by scooping her up onto the sidewalk.

XAVIER (V.O.)...Undergoing a transformation that alters their genetic structure resulting in extraordinary capabilities...

A FLASH of LIGHTNING reveals pilous blue fur beneath the trench-coat and fedora. She screams, fleeing in terror.

XAVIER (V.O.)...For some, effecting their physical appearance, Becoming outcasts in a society that often react in hatred and fear...

EXT. MARKETPLACE, CAIRO - DAY

White Male, mid-thirties, in an M Ridgeway field cap. An obvious outsider amongst the tumultuous crowd. This is, CHARLES XAVIER.

Xavier spots a Platinum-haired Young Girl, slithering through the crowd. Checks his pants for his wallet. Gone. Follows the Platinum-haired Young Girl as she ducks into a -

BACK ALLEY CORRIDOR

Xavier moves through linen, a gang of Squalid Young Pick-Pockets scramble.

XAVIER (V.O.)...Many have fallen victim to unspeakable horrors. Forced to dwell in the shadows...

The Platinum-haired Young Girl hides behind, the long robed and bejeweled, SHADOW KING. He projects a darkness that chokes the room, a demonic phantom hovers at us -

-- BLACK SCREEN

EXT. X-MANSION, WESTCHESTER, NEW YORK - DAY

A tablet reads: 'XAVIER'S SCHOOL FOR GIFTED YOUNGSTERS.' Construction vehicles surround an edifice of stone and steel.

XAVIER (V.O.)...Over the years it became my life's work to see humans and mutants live together in harmony...

INT. CEREBRO, LOWER LEVELS, X-MANSION - CONTINUOUS

A helmet lowers onto Xavier’s crown, an early version of CEREBRO, wires and coils snake from this metallic apparatus.

XAVIER (V.O.)...I developed a technology called, Cerebro. And used it to enhance my psychic abilities so that I might seek out mutant individuals in need of guidance, purpose, or perhaps, a place to call home...

2.

Pulling out as an efflorescent blue diamond light beams from the helmet, the backdrop fades, Xavier sits in a holographic representation of Earth. Its continents defined by an array of billions of white, and very few red lights. Focusing in on the New England region, to four lights in particular...

INT. HOME OF THE GREY'S - DAY

Two red lights become, Xavier and Jean Grey. They exchange a smile for the first time. The white lights, JOHN and ELAINE GREY. Loving suburban-American parents.

XAVIER (V.O.)...It was their loneliness, their immense sorrow I felt which lead me to them...

CRACK! - The sound of a bat to a baseball coming from -

EXT. NEBRASKA STATE HOME FOR FOUNDLINGS - DAY

Children in the field, chanting, name calling. A glove in the air, belonging to a young, SCOTT SUMMERS...

XAVIER (V.O.)...In essence, I didn't find them. They found me. Each possessing his or her own unique gifts...

Suddenly, his eyes IGNITE a luminous crimson -

-- A BRIGHT FLASH!

Children run screaming. The unraveled baseball rolls to a polished pair of dress shoes. A hand belonging to, Xavier hoists the ball. He smiles at Summers, impressed.

INT. CLASSROOM, X-MANSION - DAY

Xavier scrapes simple arithmetic on a chalk board. Young students, some of which whom we recognize, sit attentive in a private American classroom.

XAVIER (V.O.)...And in the years to pass, I’ve taught them...

Like the hands of a clock, revolving around Xavier as time lapses decades into the future. Xavier rests behind his desk - Soon, emerging in a wheelchair.

3.

XAVIER (V.O.)...Trained them... Honed their special gifts into weapons in the fight for peaceful coexistence between humans and mutants...

Upon completing a full revolution, a microphone materializes - Xavier shouts into it, the classroom fades into -

INT. DANGER CONTROL ROOM, X-MANSION - CONTINUOUS

Xavier peers to the danger room floor below at his now fully grown students in action.

INT. DANGER ROOM, LOWER LEVELS, X-MANSION - CONTINUOUS

An introductory montage, demonstrating the power and skill of each X-Men:

INSERT CUT: Scott Summers, a walking ballistic cannon beneath a ruby red quarts visor has earned him the code name, CYCLOPS. Cyclops squares off against several androids.

(These humanoid bots are specifically designed for combat. A hologram of data streams over its head: status, damage, force of impact...ect.) Cyclops is a tornado of rapid strategically placed blows, he swings to the camera - PAARROW!

FLASH OF RED

XAVIER (V.O.)CYCLOPS...

INSERT CUT: Our trench coated heroin (now in uniform) is, DR. HANK MCCOY, also called, BEAST. He reads a book despite his android aggressors, disables one with a sleight of hand, evading attacks casually until, the book is SMASHED away. He unleashes, pieces of bots fly. He leaps at the camera, ROARING like a lion -

XAVIER (V.O.)BEAST...

INSERT CUT: Dozens of miniature missiles whiz at the matured and graceful, Jean Grey, who alters their trajectories with a wave of her hand. One slips by - she recoils, levitating. A BURST of psychokinetic energy detonates all incoming projectiles - the camera short circuits -

WHITE NOISE

4.

XAVIER (V.O.)JEAN GREY...

INSERT CUT: A howling wind, carries the cape of the platinum-haired wind rider, STORM. Elements excite, LIGHTNING STRIKES her, she motions and the current is redirected toward us -

FLASH OF WHITE

XAVIER (V.O.)STORM...

INSERT CUT: A tranquil Canadian forest - SHINKT! - A sliced tree falls. - SHINKT! - Another topples over the first, forming an ‘X’ shape. The instant a figure is made out, it’s too late - LOGAN, aka, WOLVERINE is launched above us - SLICING at us with six adamantium claws that extend almost a foot beyond his fists -

SLICED SCREEN

XAVIER (V.O.)WOLVERINE...

INSERT CUT: This leather clad poisonous rose is every bit of deadly as she is beautiful, this is ROGUE. The horde of androids are SMASHED away as quickly as they appear. Our white hair streaked southern bell defies gravity, then plants one at the camera -

BLACK SCREEN

XAVIER (V.O.)ROGUE...

INSERT CUT: Pulling out from the blackness of a crackling pink ‘ace of spades’ playing card, two bright red eyes, throws it overhead, a steel bo hisses - extending, his long stylish jacket goes wild, combating several bots. The ace of spaces drops from above - SHOOMPH! - a pink flash, smoke, he's gone. A deck of playing cards equal fifty two compact explosives in the hands of, REMY LEBOU, aka, GAMBIT.

XAVIER (V.O.)And, GAMBIT.

Xavier touches his mind. Storm, Cyclops, and Jean, sprints from left to right. Wolverine, Beast, and Gambit do likewise from opposite sides...

XAVIER (V.O.)I am Professor Charles Xavier. And they...

5.

A WIDE SHOT as the two groups converge at Xavier, Rogue descends into frame.

XAVIER (V.O.)...Are my X-Men.

The X-Men strike righteous poses. LIGHT and MUSIC heighten as the title emerges: X-MEN: THE PHOENIX SAGA.

Delving in between the steel layers of the X-Men insignia, until its molecular structure becomes the familiar patterns of modern civilization on a grand scale. Soaring above the streets of Manhattan: flashing lights, pedestrians...ect. corkscrewing down into a man hole, moving through layers of tar, cement, rusted pipe lines and into -

INT. THE ALLEY, MORLOCK TUNNELS, MANHATTAN - CONTINUOUS

Cavernous moaning escalates into an uproar. Through the tunnels eye, two shapes on a rectangular platform take form... One is quick, athletic, but dwarfed by a much larger, slower figure. A murder of abstract silhouettes cheer them on.

The smaller combatant is, Scott Summers. (Without specks.) His overall appearance suggest that he is an abnormality amongst the crowd of spectators. His opponent, a half-ton, half-witted Ogre, SUNDER.

Summers drives an elbow into Sunder's solar plexus - dodges a fist - roll dives behind him - spin back kicks his popliteal fossa (back of the knee) Sunder drops - Summers mounts him, locking his arm around his neck...

Sunder’s flailing, steadies to a crawl. Cheers from the onlookers quit cold turkey...

A glimpse of the spectators for the first time - Mutant outcasts, unattractive, hideous faced and oddly shaped too different to walk amongst normal humans. They are MORLOCKS.

...Finally, Sunder drops - Summers springs up with athletic grace, panting...

SUMMERS (turns)Your move.

We hear a pair of hands CLAPPING. A cold, raspy voice of a woman, LAUGHING - Footsteps, closing in. A face steps into the light. CALISTO. A black viper in worn biker gear. An eye patch limits her perception but she remains no less lethal.

6.

CALISTO(circles Summers)

Bravo! - I admit, my expectations withered when I'd learned how easily you fell for the oldest gag in the game.

A Cloaked Morlock moves to Sunder, laying a gentle hand.

CALISTO (O.S.)However, it seems as though you've still managed to make a suitable opponent - even without your mutant powers.

Sunder rises, shuffles away, defeated.

CALISTOI'm impressed.

Calisto leans in from behind, hissing in his ears... Leader, of the X - Men.

Calisto withdraws. Summers spins - lunging, two Toughs restrain him.

SUMMERSWhere is she?!

CALISTOShe will remain unharmed - as long as you agree to our arrangement.

Calisto draws a circle in the air: 'Tie em up.' A slimy Morlock moves to Summers, secreting an extremely sticky substance from his palms, wrapping Summer's hands behind him.

SUMMERSNot on your life.

Calisto turns to Summers.

CALISTOWhat about her's?...

Calisto snaps her fingers. Morlocks hoist a large heavy object concealed by a dingy cloth onto the platform.

CALISTO (O.S.)Careful! - That's precious cargo to my betrothed.

One of them grabs the cloth, Calisto detests to this -Leave us!

7.

The Morlock recoils in shame. Calisto moves to the object - removes the cloth with ring-leader-like showmanship.

CALISTOFeast your eyes!

It's Jean Grey, petrified to solid stone. Summers is shocked.

SUMMERSJean...

INT. MORLOCK TUNNELS, MANHATTAN - MOMENTS LATER

Honing in on two muffled voices. Morlocks. One with characteristics of an ANGLERFISH, the other a LIGHTNING BUG.

LIGHT BUGSo I told em, go ahead, asker out - but when she turns you down, you'll be licking my boots clean for a month.

SHINKT! - Their light shines toward the echoed sound.

LIGHTING BUGWhat was that?!

...A rat scurries pass.

ANGLERFISHJust a rat.

LIGHTNING BUGYou ever hear a just a rat make that kinda noise before? Bulb for brains!

ANGLERFISHFine - a gator then -

LIGHTNING BUGHow many times we gotta go through this? Say it with me: ‘dere are no fricken alligators.' (A beat.) Ye missed ye que. De only reason dat rumor exists is because of Shifter. Besides, it wasn't an alligator, it was an iguana.

Lightning bug enters an intersecting tunnel.

ANGLERFISHAn iguana?

8.

Lighting bug investigates deeper into the tunnel.

LIGHTING BUGTrust me - I know, I was dere!(Chuckles.) Let me tell ye, it would be a wonder to hear de facts come round full circle for once.

Furry blue hands snatch Anglerfish up into darkness.

BEAST (O.S.)My apologies...

Lightning bug continues on.

LIGHTNING BUGNow, how much you wanna bet, dat dat ain't some stinkin rodent?

Nothing...Ey, Holmes?

Lightning bug turns, sees a body DROP - he yelps into a full sprint in the opposite direction, takes the corner - SLAMS into Rogue’s torso like a brick wall, lands on his tailbone. A boot steps on his crotch - we hear the sexy-rasp voice of:

ROGUE (O.S.)Ain’t so bright now - are ya?!

A hand knocks his lights out. Removes a glove, touches him - a heartbeat THUMPS. She rises, glowing, leaves.

INT. THE ALLEY, MORLOCK TUNNELS, MANHATTAN - CONTINUOUS

CALISTOMarvelous, isn’t it? Sure, a little grey for my taste but what the hell - a little paint, a couple rags, and the shops on fifth Ave will be clawing to put her in a window for the world to see.

SUMMERSWhat have you done to her?

CALISTOWhat will I do to her if you don't agree to my terms.

Calisto nods to a CLOAK nearby, he touches Jean’s terror induced, petrified face...it melts into flesh.

9.

CALISTOBare my child and rule by my side or I'll rearrange your girlfriend’s pretty face, feed her to the humans, and make you watch as they tear her limb from limb.

SUMMERS(flash of anger)

If you touch her, I'll -

CALISTO(laughs, maniacally)

He trembles!

Calisto snaps. A decrepit Robed Morlock creeps forward.

CALISTOAllow me to introduce our local artist. His hands have a way of shaping human skin like clay - witness his magic as he gives your precious Jean a new outlook on life.

Summers grinds his teeth.

CALISTOObserve, we're surrounded by some of his finest works...

Summers turns to the Morlocks. Mutilated, manipulated faces.

CALISTO (O.S.)...Beautiful, aren't they?

SUMMERSYou're sick -

CALISTOThis is your last chance, Mr. Summers. I won't ask again... (A beat.)

Calisto offers her hand to Summers, with a hint of elegance. Take, my hand.

Summers looks to Jean. Considers this, uneasy.

SUMMERSPromise me her safety...

10.

CALISTO(grins)

You have my word.

Sweat pours from Summers - Calisto’s eyes suddenly widen.

CALISTONO! - MORLOCKS, THERE! (Indicates wall.) INTRUDERS!!

KABOOM! - Morlocks flinch. Behind the thick bellowing cloud of dust. Heroic silhouettes emerge...

WOLVERINE (O.S.)The only thing I hate more than a wedding...

Debris from the blown hole settles revealing, the X-Men.Is not being invited. (Extends claws.)

Morlocks look at the X-Men, curiously.

ROGUEThe hostages are here. Under the platform -

STORM(eyes whiten)

Gambit?

GAMBITOkay, cher. I play da hero dis time. But first, we watch dem all fall face down.

Gambit tosses a full deck in the air. A gust of wind chutes the explosive cards - BLASTING Morlocks.

CALISTO (O.S)STOP THEM, YOU IDIOTS! -

Morlocks charge at the X-Men - following Rogue as she soars to the platform.

CALISTO (O.S.)DON'T LET THEM TAKE MY PRIZE!

Rogue SMASHES Calisto off the platform.

ROGUEHe ain't yours to claim, Corps Bride!

11.

Storm turns to Wolverine.

STORMLogan, remember the plan - we get Jean and Scott, then we get out, Got it -?

WOLVERINEGet Jean and get out, right.

Wolverine SLASHES at Morlocks. Storm’s eyes whiten - lightning courses through her...

STORM(incantation)

De power of nature, yields to my command, behold!

With a gesture, lightning CLASHES from Storm - A chain of Morlocks drop from the current - convulsing on the ground.

Rogue attempts to free Summers from the sticky substance...

ROGUECyclops, what happened to your powers -?!

SUMMERSI don’t know!

A large shadow looms behind them, growing in size...

ROGUEWell, lucky you. Don’t tell Jean, but I never thought you had such beautiful brown -

Rogue and Cyclops scream - WACKED! - by the long end of a massive Diplodocus (Long necked dinosaur.) Rogue craters the concrete wall - Summers spills off the platform. Calisto sees this, rises, wiping blood from her mouth.

CALISTODON'T KILL HIM YOU, IMBECILES!

Gambit charges cards.

GAMBIT(throws it)

Hey, monsieur dinosaur! -

The Long Neck turns to Gambit - BAM! - it BELLOWS, morphing back into the Morlock, SHIFTER.

12.

Rogue rises, a vigorous stomach churning comes from, Slimy.

ROGUESounds like someone's got an appetite. (Raises fist.) How bout a hand sandwich, honey?

Slimy vomits at Rogue like a fire hose, Rogue repulses, stumbles backward, sticking to the wall.

Wolverine turns. Spots Sunder thumping toward him.

WOLVERINEThat's more I like it.

Wolverine dashes at him. Sunder hefts a large chunk of debris, chucks it at Wolverine - Wolverine dodges, sliding behind him, unleashing multiple stabs - Sunder WAILS.

An Eye-Patched Morlock atop the platform spots them, he raises his eye-patch - BLASTS Wolverine - launching him.

Storm levitates, a vortex of wind swirls from her feet - Morlocks rag doll. Sunder charges at Storm. Storm turns, motions at Sunder, the typhoon trails to him - he spins, a top on steroids -

Eye-Patched Morlock blasts at Storm - She drops, dodging - hurling a BOLT of LIGHTNING, stunning him - launching into a corkscrew, ramming him off the platform.

Summers rises, fleeing. Calisto spots her prey.

CALISTOSUNDER!!

Sunder reappears, dizzy, with a drunken stumble about him.

CALISTO(indicates Summers)

Bring him to me or the birds will have your rotting carcass!

Sunder does as he's told.

Summers turns to Sunder SMASHING into view, raging after him. Storm sees this - LIGHTNING STRIKES at the Ogre - Sunder YELLS, Summers runs up a wall as Sunder CRASHES into it. Summers flips off the wall...

...And sticks the landing. Summers looks to Jean who teeters from the trembling, his heart stops... Storm spins, raises a hand at Jean - a gust of wind steadies her just in time.

13.

Summers looks to Storm, grateful. Storm nods at him, touches her earpiece, looks up.

STORMBeast?!...

UP ABOVE

In the maze of pipes-lines, Beast inverted, torches metal.

STORM(over radio)

How's it looking up there?

BEASTRusty with a chance of cold showers. I've located our source.

INTERCUT -- Radio Conversation.

A battle cry from off-screen - Storm swings, a Morlock leaps at her - she motions, a gust of wind shoots him into a pipe.

STORM(into radio)

Quickly, Beast! We're going to need it soon.

BEASTIn a New-York second.

A clanging sound - Beast swings to find a Scorpion-like Morlock has spotted him, he freezes -

BEASTCorrection... ‘A Manhattan minute.'

The Scorpion-like Morlock charges at him.

INT. PLATFORM CHAMBER, MORLOCK TUNNELS - CONTINUOUS

A muffled BOOM! Coming from the metal door. A group of Ordinary Humans react in fear - a Hooded Girl, stands firm, as to protect the others.

KA-BOOM!! - The metal door flies open... Gambit enters, expecting an applause from adoring fans.

GAMBIT(bows)

Monsieur Gambit, at your service...

14.

INT. THE ALLEY, MORLOCK TUNNELS - CONTINUOUS

Storm throws electric charged punches and kicks at her opponents rendered convulsing on the ground.

GAMBIT(over radio)

Rooster's in the hen house.

STORMAlright, wait for my signal!

Storm looks up.

UP ABOVE

Following Beast as he swings through the jungle of pipes, the Scorpion-like Morlock in pursuit. Beast swings using a pipe - kicking him away. A golf club - CLINGS! - barely missing him - CLANG! - a broken pool que, wielded by a Morlock with the characteristics of a fly. Beast is pursued once more...

BEASTTypically, I'd refrain from causing harm to your species, but this time in particular...

Beast latches to a thin flexible pipe, bending it up.I am forced (Releases pipe.) to make an Exception...

WACK! - The Fly is catapulted down at a break neck speed.

DOWN BELOW

The Fly bounces hard on the ground. The Cloak reaches at Rogue, still stuck against the wall...

CLOAKBeauty is so fragile.

Rogue tries to resist his touch.

ROGUEAh wouldn’t touch me, if ah were you!

The Cloak, hesitates, touches her face. Closer in as her face begins to CRACKLE into stone... He is euphoric. Then, a heartbeat THUMPS... Rogue’s look of terror shifts to euphoria as stone melts back to flesh. The Cloak is taken aback...

15.

ROGUENow - this ain't gone be lady-like but...

Rogue hawks, SPITS on the slime coating her arm, it CRACKLES to stone, shattering, she collars Cloak -

ROGUEMaybe next time you’ll keep your hands where they don't belong.

Rogue TOSSES the man, morning newspaper. She removes her glove with her teeth, touches the slime, it crepitates, she BREAKS free.

Wolverine spots Jean, heads toward her, an Old Woman concealed in rags, blocks his path, he pauses...

WOLVERINELemme guess...nurse forgot to tuck you in?

OLD WOMANYou're not going to hurt me...

WOLVERINEThat ain't askin lady...

OLD WOMANOh my...

WOLVERINE(snickers)

Yeah, that's right Cloris - go tell your friends!

The Old Woman's quivering hand points to Wolverine.

OLD WOMANNo! There, look... You're(Voice reverberates, echoes, eyes turn grey.) Surrounded by snakes... Covered with scorpions!...

Wolverine blinks heavily. Swats at a scorpion crawling on his cheek bone.

OLD WOMAN (O.S.)...Surrounded by snakes... Covered with scorpions (Repeats.) -

WOLVERINEWhat the -?

16.

POV of Wolverine: frantic, an army of scorpions colonizing inside him. He SCREAMS, goes wild.

Storm and Summers defend their positions on the platform.

ROGUE (O.S.)Cyclops, over here!

Summers turns to Rogue, she lands close. She spins him, touching the slime, it coagulates, she flicks it, shatters, freeing his hands.

SUMMERSWe need to get Jean out of here!

ROGUE I’m on it -!

Rogue moves toward Jean -

SUMMERSNo -!

Rogue hesitates.It’s too risky -

STORMDon't worry Scott, I have a plan.

Storm looks up, eyes whiten, focused...

STORM(incantation)

A shroud will rise to blind dem such as de darkness dat clouds de hearts of men.

An establishing view of the alley, a dense fog creeps in.

INT. PLATFORM CHAMBER, MORLOCK TUNNELS - CONTINUOUS

Gambit pulls a card, glows pink, signals to the Hostages.

GAMBITRide’s here. Stay close.

Gambit leads the hostages out into -


Gambit deals kinetic cards - BLASTING Morlocks, the Hostages follow him through the gaping hole in the wall.

17.

INT. MORLOCK TUNNELS - SECONDS LATER

Gambit tosses a handful of cards - BOOM! The concave nearly plugs the opening. He strolls away. The Hooded Girl emerges from darkness. Scales the rubble, finds a peep hole into -


Storm hears Wolverine wailing in distress.

STORMRogue -!

ROGUEI got em!

Rogue takes flight. Landing by a panicked Wolverine.Wolverine, have you lost your mind?!

No answer, just anguish.

Wolverine’s POV: he spots Rogue as she seems to take on the attributes of a snake. Wolverine - SHOUTS! - SLASHING at Rogue with everything he's got -

ROGUELogan, snap out of it!

Rogue manages to evade Wolverine's fangs, she seizes an opportunity - SMASHING him through a wall -

INT. MORLOCK TUNNELS - CONTINUOUS

Wolverine SLAMS against a second wall. Downed. Hooded Girl turns, startled. Rogue moves to him, ungloves. Wolverine is dazed, grunting, tries to rise. Rogue, slams him back down.

ROGUESorry, shugah. You'll thank me later.

Rogue touches him, a petrified Wolverine hardens to stone. Rogue gently kisses his cheek, leaves the way she came.

Hooded Girl moves to Wolverine. Curiously taps his forehead.

18.


In the dense fog. Storm and Scott move to Jean, Rogue and Beast drops in, joining them. They freeze as Calisto emerges from behind a statuesk Jean, baring a sledge-hammer.

CALISTOAnother step and you'll be sweeping your friend into an urn.

SUMMERSLet her go -!

STORMWait, Scott! - I'll handle dis.

Storm’s eyes glow white. The fog dissipates revealing flooded grounds. Water cascading from several pipes above...

STORMIf any harm comes to her, I’ll fry everyone in dis room.

Morlocks soaked, turn to Calisto. Calisto realizes. Chuckles.

CALISTOVery well then. Your free to go...

Calisto turns. Throwing shade.But Summers, is mine -

Calisto snaps. Shifter scrambles to Calisto’s side, morphing into a lavish throne. Calisto begins pacing, dragging the sledge-hammer, heavy.

CALISTOIf you want the tacky lawn statue, fine - she's bound to be a hit with the neighbors. Of course, you'll need me and my Morlocks if you want her to walk again -

Calisto sits on the throne, crossing her legs: 'checkmate.'So, I suggest you start begging.

ROGUE (O.S.)She's bluffing!

Rogue steps forward, testifying...

ROGUEAh absorbed this mutant's powers, and his memories.

(MORE)

19.

The effects’ll ware off by the time daylight hits lady liberty on her hind-side. Or ah can change her back myself.

BEASTIt appears that we have reached an impasse, miss. Please. I urge you reconsider your advances toward Mr. Summers - your efforts to persuadea man, who wants nothing more to do with you, is like planting a rose in the darkest of caves.

CALISTO(rises)

Enough! No one steals from me and lives to tell - you will pay the price, what-ever the cost! (Indicates.) MORLOCKS! Destroy them all...

Calisto raises the hammer at Jean -

STORMNo, Calisto!

A roll of THUNDER, Calisto flinches, pauses... You and I will decide. You can't hide behind the backs of your people forever -!

Calisto rests the sledge hammer on her shoulder.

CALISTOAnd you can't hide behind your mutant powers forever, weather witch.

STORMA true leader, doesn't hide. A true leader knows when he or she is wrong, and is willing to accept responsibility for whatever happens. I look at your people and I see hatred, fear, wounded spirits who have given up hope ever being loved for who dey are. You lead dem because dey are lost. And, so are you, if you'd risk their lives and limbs for your own selfish gains.

ROGUE (CONT'D)

20.

CALISTOWhat do you know about them Storm? Pretty, small town girl like yourself - livin it up in some fancy mansion. (Snickers.)Don't patronize me, you've no idea what I've been through, what we've all been through! My people follow me because when no one cared for them, showed them an ounce of decency, respect! I found them, and I took them in and gave them a life. A home away from those who ridicule and despise them. They follow me because I saved them, from your world, the place you call home, to them...is nothing, but an eyesore.

STORMIn my village, wars were fought by leaders - not the innocent. It is you and I who will fight, Calisto. Refuse me, and loose the respect of your tribe.

Calisto...drops the hammer. Callus.

CALISTOVery well.

STORMIf I win, you relinquish your title as Morlock leader to me, and all of the X-Men are granted safe passage to the surface. And if you -

CALISTOAnd if I win, Cyclops is mine. Jean and the rest of the X-Men will not be permitted to leave this place, alive. Understand?

SUMMERSStorm -?

BEASTOroro, are you certain -?!

Storm doesn't hesitate nor consult her team -

STORMUnderstood.

21.

Calisto snaps her fingers, a Morlock appears, LEECH. He looks as though he's suffering from a growth hormone deficiency. Storm looks at Calisto, suspiciously.

CALISTO (O.S.)Assurance, so you don't, accidentally forfeit the match by using your mutant powers... Did I neglect to mention that part of the bargain?

Leech moves to Storm. She glances at Summers for a moment, Storm crouches, smiles at Leech. Leech touches her skin, veins bulge for a moment, he hands her a knife, hurries away.

CALISTO (O.S.)To the death!

Calisto rushes Storm to catch her off Guard - Storm rises.

Calisto’s a continuous flow of quick slices and kicks. A deadly poison snaking its way through arteries. Storm is more timely, precise, controlled... Then, Calisto SLICES Storm.

CALISTOYou've got guts Storm. Too bad Xavier doesn’t teach a class on survival.

Storm lunges at Calisto - a roundhouse SMASHES Calisto's Jaw.

STORMI've learned to survive long before I met Xavier...

Calisto slashes at Storm, the pace quickens - SHINK! - Storm SHRIEKS, spinning away, Calisto spots her cape slacking, stomps - Storm PULLED in - Calisto SMASHES her...

CALISTONice cape, it’ll make a fine addition to my wardrobe. Can't wait to try it on.

Storm charges, the two jaguars exchange blows - Storm BASHES Calisto, stunned...

Storm - chucks the BLADE at Calisto, closer in as Calisto ROUND-HOUSES...it STICKS! - to the base of her boot.

Storm is shocked. Calisto bends a leg, retrieving the knife.

22.

CALISTOWhat a shame. That was your golden ticket. (Mockingly.) ‘Even De power of nature,’ can't save ya now.

Morlocks laugh. Calisto joins them.

CALISTO(more serious)

I'll try not to enjoy watching the life leave your body.

Storm looks over at the X-Men, anxious to intervene, Storm shakes her head slightly, begins pacing...

STORMXavier once told me: ‘Often we loose things in life, it order to make way for something more.'

CALISTOThen, Xavier's an even bigger fool.

Calisto rushes Storm - in one quick, smooth motion, Storm twirls, removing her cape, SPINNING it - Calisto’s arm becomes entangled in the vortex - Storm TWISTS her arm behind her, leans in...

STORMYou wanted to wear my cape, Calisto? So tell me...

Storm THRUSTS Calisto’s arm, the blade PUNCTURES her back.How does it fit?

Close in on Calisto, flabbergasted... Storm releases her hold, Calisto drops. Storm turns to the Morlocks who look to her, reverent.

STORMMorlocks! I am Storm. You no longer have to hide in fear. We are de future, a beacon of hope for those like us and countless others dat have yet to come.

Rogue rest a hand on Jean, the stone begins to turn to flesh.

STORMDe day will soon be upon us when humans and mutants shall live together in peace. It is Xavier's dream dat has brought me here today.

(MORE)

23.

Xavier's school offers safe haven for those of you who wish to dwell on the surface. From now on, humans are no longer to be targeted. Be forewarned... If I discover a human has been harmed. I will be back to exact swift vengeance. Heed my words carefully, Morlocks. One day I will return to you. Until den, Calisto shall rule in my place.

Morlocks shuffle away. Jean, fully revived, melts into Scott.

SUMMERSJean?...

Jean’s eyes flutter open to Summers. She grins.

JEANHey...

SUMMERS(smiles)

Hello yourself, tiger.

Summers and Jean kiss passionately. The X-Men move to Storm.

BEASTAn astonishing victory, Ororo.

STORMI know you all would have done de same.

ROGUEYou can play humble all you want shug...but you kicked some butt.

Storm looks around, realizing.

STORMWhere is, Logan?

The Morlock Healer is seen beside Calisto who stumbles to her feet, drunk with rage.

CALISTOThis isn’t over!

Calisto sprints at Storm - SHHOOORRMMPPOWOW!! Calisto is BLASTED by what appears to be FIREWORKS!

STORM (CONT'D)

24.

The X-Men see this, they turn to the source of the spectacle... The Hooded Girl’s palms lower. This is, JUBILEE.

FADE TO BLACK:

EXT. ACROSS THE UNIVERSE

SPACE... In the backdrop, a speck of shimmering light... moving, growing in size...

The single speck is actually several. Faint explosions can be seen, the moment the lights are surmised to be unnatural - VRROOM!! - Slice across the blackness at lightning speeds. A cluster of light and chaos ensues, swerving by a swiss cheese moon, insects cruising an exercise ball.

Following the leading ship, a Scouter-bug as it moans into the moon's atmosphere. Resembling the head of a fly, two large spherical windows, its predominant feature.

Three crafts in pursuit of the Scouter-bug. A pair of, Cruisers, similar to the Scouter-bug, only less narrow. The other, an Imperial Battle Cruiser. Superiorly larger and in the shape of a lower case 't' on its side.

AT THE HEART-RATE OF A HUMMING BIRD...

Closer in the Scouter-bug discharges a sphere. After a moment it shatters - hundreds of micro-bots spray in all directions. The micro-bots bypass the pursuing Cruiser’s force field, attaching themselves to the hull, emitting a pulse that weakens their force field.

The Imperial battle Cruiser fires a photon beam at the Scouter-bug, the blast's trajectory alters - striking a Cruiser instead - a film of static envelopes the impacted Cruiser - it falls toward the moon's surface.

A Female voice desperately cries:

FEMALE VOICE (V.O.)Charles, can you hear me... Help me, please!

Once again, they move, laser pointers in unsteady hands. VRROOOM! A stream of light, VRROOROOM!! - two more an instant later.

The Imperial Battle Cruiser emits lasers that ark randomly in front of the Scouter-bug it swerves to avoid them. A laser grazes the vessel, slicing off a hunk of metal: its communications beacon. The Scouter-bug clears the spider’s web.

25.

A pursuing Cruiser is not so fortunate, split down the center - the two halves gyrate out of control. The Imperial Cruiser’s force shield negates the laser’s effects, continuing to tail the scouter.

FEMALE VOICE (V.O.)Help me... please!

The Scouter-bug discharges a device, the device implodes creating a tearing in space-time: A WORMHOLE.

Following the Scouter-bug and the Imperial Cruiser through the spherical warp tunnel as the starry backdrop begins to bend and stretch into an endless tunnel... Soon, closing in on a whirl of bright, clustered masses: The milky way galaxy, magnified by the swollen spherical gateway.

FEMALE VOICE (V.O.)Charles!... Help me, Charles... Charles Xavier!

A surge of LIGHT, then -

-- DARKNESS

INT. XAVIER'S BEDROOM, X-MANSION - NIGHT

Close in on Xavier, alarmed. He sits up, reaches for a bedside lamp - clicks it on. Scans the room...he’s alone. He thinks for a moment, then his blankets fold over at us -

INT. LOWER LEVELS, X-MANSION - MOMENTS LATER

BING! - The elevator door opens, lights flicker on as Xavier moves down a long hallway. Xavier, reaches a large round vault at the end of the hall. A spotlight emerges:

ARTIFICIAL VOICE(loud speaker)

Identification...

XAVIERCharles, Xavier.

Two columns of light scan the circular entry way... A display nearby streams data, soon it reads: 'DNA match confirmed.' The thick metal doors drone open.


Welcome, Professor.

26.

Xavier rolls down a catwalk to a metallic structure glistening in a spotlight... Cerebro.

Xavier puts on the helmet... The machine hums to life... The room falls away. Xavier becomes a translucent red, further out, dozens of other red lights occupying the X-Mansion...

Further more, the East Coast, lit up like a Christmas tree with predominately white lights. Further still, an American Space Station. Then, fast and far beyond that... emptiness. Xavier removes the helmet, discouraged.

XAVIERWhere are you?

Xavier turns, sensing. Jean is there, leaning in the doorway.I'm all right Jean.

JEANReminds me of my first days at the mansion - you’d tuck me in, then hours later, there I was. Wide awake... Takes a lot more than a warm glass of milk these days, huh?

Xavier and Jean meet. Head down the long hall together.

XAVIERI suppose you've come to tell me a story to sooth my distress.

JEAN(lighter)

Once upon a time, at the stroke of midnight, a princess wanders into the depths of an enchanted castle and finds a wizard in a wheelchair with a crystal ball called, Cerebro...

XAVIER(Chuckles)

You know I'm too old for bedtime stories.

JEANThen, maybe you wanna tell me what's got you down?

An empty pause.You might have the others fooled but you and I both know it’s not a series of migraines.

27.

They keep walking.

XAVIERA personal matter is all. Rest. We'll talk more in the morning.

JEAN(telepathy)

You're a terrible liar.

XAVIER(telepathy, sighs)

I know.

INT. JUBILEE'S ROOM, X-MANSION - DAWN

Storm knocks, opens the door, enters. Jubilee is slouched over the bed, drooling.

STORMJubilee?... Jubilee?!

Jubilee squints at Storm.

JUBILEE(mumble)

W-Whadaya want?

STORMTime to get out of bed.

JUBILEE(groans)

Be right there...

Jubilee turns, pulling the blankets over her head.

STORM(more serious)

Jubilee!

No response... Storm focuses. A ferocious wind HURLS the blankets into the air. Jubilee springs to life.

JUBILEEAlright - alright, I'm awake! Sheesh!... Ease up on the turbulence.

Jubilee yawns, scratching her armpit, her hair in a comical mess. Storm grins, leaves the room.

28.

INT. X-MANSION - MOMENTS LATER

Jubilee SLIDES down the stair case to, Storm at the bottom. Pink bubble gum sprouts, eclipses her face, pops. Storm motions: 'Give it here.' Jubilee spits the gum into Storm's hand. Storm walks away, Jubilee follows.

EXT. GARDENS, X-MANSION - MOMENTS LATER

Storm and Jubilee trail the lush gardens behind the mansion just before the tennis court.

STORMSo, what was it like for you?

JUBILEEI don't know. It's all a big blur to me, really. My friends and I used to get into so much trouble. The day after my powers manifested, I came home from school, found my things on the sidewalk. I guess after a while you get used to it. Stop making friends. I kept thinking, next time it’ll be different, ya know? I moved so much I can't even remember what my real parents were like. Whenever I try to remember them, all I can think of is: Mr. Swift, Dr. Carnegie, Mrs. Pulit...

STORMTeachers?

JUBILEE(shakes head)

Principals. Foster parents, thought it best I stay home.

Storm stops Jubilee, touches her, empathetic.

STORMI spoke with your current foster parents, Jubilee. And I know they want what's best for you. We all do.

Jubilee surveys, sees other mutants with special abilities.

JUBILEEStill kinda weird not being the only weirdo around here.

29.

STORM(smiles)

You’ll get used to it.

Storm walks away. Jubilee and a student, exchange a glance, he waves at her. Jubilee reacts, capricious.

INT. STUDY, X-MANSION - AFTERNOON

Rogue, Gambit, and Logan sit casually, watching a local news station with a headline that reads: 'ANTI-MUTANT PROTESTS RAGE.'

NEWS REPORTER (V.O.)They've dubbed themselves ‘The Friends of Humanity,’ founded by former radio talk show host, Graydon Creed. Yesterday, Creed directed thousands in a campaign across The City through a series of non-violent anti-mutant demonstrations. Please be advised that the following content is intended for mature audiences...

GRAYDON CREED seen on screen, backed by an angry mob. Creed, snatches a mic from a News Reporter -

CREEDWHO'S GONNA PROTECT OUR FAMILIES FROM THE MUTANT MENACE?! THREATENING OUR WHOLESOME TRADITIONAL WAYS OF LIFE! SCOURING STAINS ON THE AMERICAN DREAM! TOXIC VENOM, THAT MUST BE SUCKED FROM THE BLEEDING WOUNDS OF OUR NATION!! -

Creed turns to a protesters sign, tears it in half.INFECTIOUS LIMBS, THAT MUST BE SEVERED! THIS, EVIL MUST BE, EXTINGUISHED! AND I SAY TO THE MUTANT SCUM... GET OUT OF OUR HOUSES! GET OUT OF OUR SCHOOLS! GET OFF OF OUR PLANET!!

A freeze frames of Creeds wild expressionistic face...

LOGAN (O.S.)Just what this city needs, another Psycho.

30.

ROGUEAh'd like to toss that talkin hunk of garbage on a barge floatin in the middle of no where.

GAMBITDen you throw one piece at a time, if Wolverine get to em first, petite.

Xavier wheels in, flanked by Storm and Jubilee.

XAVIERViolence will only attract more violence, Logan. You know what we've talked about.

LOGANHey, I can dream - can't I?

XAVIERNo! In fact, I forbid it. And, I don't want to hear another word about it, from any of you. Is that Understood?

Logan rises, leaves the room, no... He stops at Xavier, leans inches from his face.

LOGANWe're peace keepers right?... So, how do you expect to there to be any peace, if you keep lettin morons like Creed walk around?!

Xavier ignores this. Logan leaves the room. A strong silence lingers... Jubilee looks to Storm.

JUBILEEWhat's his problem?

Beast, clasped to the walls of the bookcase, book in hand...

BEAST‘And out of the darkness, came the hands that reach thro nature, molding men.' Alfred Lord Tennyson.

The TV can be heard again...

NEWS REPORTER (V.O.)...An estimated fifteen thousand people are expected to gather here to witness the U.S. Space Shuttle

(MORE)

31.

Starcore, scheduled to launch tomorrow night despite unusual solar activity...

On the TV, an image of the Space Shuttle....Starcore Space Station's crew, soon to be joined by its founder and world renowned physics expert, Dr. Peter Corbeau....

Xavier’s attention shifts to the TV screen. On the TV screen, DR. PETER CORBEAU shakes hands.

...Corbeau along with several companions plan to board the international station to conduct research regarding a cosmic phenomenon scientists believe to be a wormhole... (The volume fades.)

Xavier stares into space as all else is drowned by ominous MUSIC -

INSERT CUT: A red devilish shape stands powerfully over us -

Xavier recoils from the intense vision -

STORM Are you all right, Charles?!

JUBILEEProfessor?!

XAVIERYes... Just a sleight headache.

Xavier looks to Storm, imitates a grin.

STORMPerhaps you should rest.

XAVIERNonsense!

Xavier turns leading Storm and Jubilee out of the room.Come, Jubilee. We have only begun to scratch the surface of this place.

INT./EXT. RED CRUISER, UNKNOWN LOCATION - DAY

A signal BEEPS! From a sequent of holographic screens.

ARTIFICIAL VOICEIncoming transmission...

NEWS REPORTER (V.O.) (CONT'D)

32.

A hand belonging to, a red Horned Figure concealed by shadows activates the transmission -

An indignant face emerges, D’KEN. Emperor of an avian descendent humanoid alien race known as the Shi'ar.

HORNED FIGUREYour excellency, it is truly an honor. How might a scourge of the empire be of -

D'KENI have no patience for your self-pity, Shakari. I am giving you an opportunity to redeem yourself... One of my imperial scouter ships have been taken by the leader of the rebellion.

HORNED FIGURELilandra...

D'KENI've been informed that her target destination is in your vicinity. She efforts to seek aid from an Earth creature named, Charles Xavier. Lilandra must not be permitted to contact Xavier. Take her into custody and bring her to me.

HORNED FIGUREAs his highness commands.

D'KENShould you succeed, I will revoke your banishment, and you may name your price... Do not, fail me, Shakari. Or the imperial fleet will not only come to annihilate the Earth creatures for assisting a traitor to the empire, but also, to reconstitute your tired, withering body.

-- END TRANSMISSION

The dark Horned Figure gestures to holographic controls -

33.

EXT. BERMUDA TRIANGLE - DAY

An alien vessel henceforth known as the Red Cruiser, rises from beneath the water’s surface. Hovers, vanishing... Dripping, warped space, fleets into the distance.

INT. JOE'S TAVERN, NEW YORK - NIGHT

Three Mutants strut into a bar... Rogue, faux hawk, in black and green clinched leather. Gambit and Logan in comfortable attire. Heads turn to the anomalies.

GAMBITYou sure dis de place?

LOGANTrust me, Cajun. I'm willin to bet my life on it.

GAMBITLooks to Gambit...like a trap.

LOGANYeah... And we're the teeth.

ROGUEWell, what y’all waiting for, a matin call?

Rogue saunters to the bar, Gambit and Logan follow. The Bartender approaches, distrustful of the outsiders.

BARTENDERCan I help you?

The threesome sit at the bar.

LOGANThree pints.

GAMBITScotch on the rocks.

ROGUEAnd a whiskey for the lady...

Rogue surveys, all looks and manners focused on her. Man, this place is like a cross between a funeral home and a tattoo parlor. Is it always this cheerful in here?

34.

BARTENDERA pretty girl like yourself? They ain't used to it.

ROGUE(intrigued)

What's your name, cowboy?

Rogue leans on the bar, peeps his name tag - the Bartender peeps her rack.

BARTENDERMaurice -

ROGUEMaurice... Would you be so kind as to tell me which one of these fine gentleman might know how to show a southern gal how to hog tie one of them, ‘Spawns of Satan’ we've been hearing so much about. See, a good friend of mine was put out to pasture by one of them, animals...

Logan, contains his angst, it seems 'animals' struck a nerve.

ROGUEAnd ah've just got my hair in knots about this, mutant problem. Ah need a stallion that can stand on his own two hindquarters. Someone to ride me into the sunset when the going gets tough. A man who won’t soil his long bottoms first sign of a raging bull, if I’m not being too subtle...

The Bartender glances at Gambit and Logan, suspicious.

ROGUEA girl can’t be too safe nowadays.

Rogue flashes a wink - The Bartender, spell struck.

BARTENDERNow - don't you worry your pretty self about the devil's works sweetheart. Safest bar in town I'd say. We're a pure lot. Had a couple a run-ins with mutants before - lemme tell ya, they sure as hell won't be showing their hides round here anymore. Or anywhere else, come to think of it.

35.

Our heroes exchange a look. Rogue recomposes herself.

ROGUE(clears throat)

Well now, I'm sure Mr. Right, is right here in this room.

The Bartender slides Rogue a short glass of whiskey.

BARTENDER(grins)

No charge.

Bartender’s hand lingers on the glass, Rogue hesitates, repulsed by the man. She smiles, takes the glass, downs it. Turns, back toward the bar, matching Wolverine and Gambit. The Bartender walks away.

LOGANDoes that answer your question, gumbo?

ROGUEAh'm rearin to go yack up a squirrel after talkin to that low-life.

Rogue rises. Fixes herself.Now - you boys don't start nothing. Least not till ah get back from the ladies room.

Rogue glides away.

Logan lights a cigar. Two Toughs playing billiards eyes the two outsiders, something uncomfortable.

LOGANWhat?... Is this the non-smoking section?

The Toughs intimidate. One scratching his chest, indicating a tattoo: ‘F.O.H.’ He points his pool que at our heroes.

TOUGH 1I know everybody in here... Except for the three of ye.

LOGANCareful bub, your gonna put an eye out with that.

TOUGH 2This bar is members only.

36.

Logan takes a drink.

TOUGH 1Take your girlfriend, and hit the road.

Logan finishes a pint.

LOGANIn that case...

A pint glass hits the counter. Logan leans in, daring.Which one of you clowns is, ‘The Road?’

The Tough WHISTLES, the rest of the tavern weighs in. Gambit and Logan look to each other, the trap has been triggered.

TOUGHWe ain’t gonna tell you again -

Tough 1 tries to poke Logan with his pool que, in a flash, the que is SLICED - Logan pulls Tough 1 in - rips his head back, SNUFFS his cigar out in the Tough 1’s eye - He, SCREAMS!

Tough 2 moves at Gambit, his bo HISSES, longer, jamming between the bar and the Tough 2's solar plexus, stunning him, Gambit rises with a front kick - Tough 2 does a backstroke.

Gambit swings his stool into the thick of Thugs, it glows pink-hot, he spins, Logan grabs a human shield before the stool - DETONATES! - into a million pieces - splinters shoot into flesh.

INT. LADIES ROOM, JOE'S TAVERN - SECONDS EARLIER

Rogue purses her lips applying makeup. A muffled BOOM! Commotion follows, she reacts - the ladies room door bursts open, a Thug falls bloodied face first to the floor.

ROGUE(sighs)

Ah knew it - If ah was a wet blanket on a rainy day, they'd leave me out to dry.

Rogue leaves the ladies room, steps over the floored Thug.

37.

INT. JOE'S TAVERN, NEW YORK - CONTINUOUS

The Bartender rises, aiming a shotgun - Rogue seizes it - squeezing, making lemonade.

ROGUEThat's what ah think of slop like you!

Rogue SLAMS the Bartender up onto the bar, LAUNCHING him down the counter - hits a jukebox - MUSIC begins to play. Rogue graces up onto the bar, powerful as ever.

ROGUENow-what'd-ah tell you boys about startin the party without me?!

The X-Men are gods compared to the slow and familiar movements of the Thugs.

Thugs mount a billiard table, Logan barrel rolls, SLICING its leg - the table gives weigh - Thugs TUMBLE. Following an eight-ball as it rolls towards us, a hand belonging to, Gambit picks it up, it sparks pink hot, winds up...

GAMBITIt says, your luck just ran out!

Gambit hurls it - BOOM! Thugs are blasted into the air. Following Rogue in flight, catches two of the air-born Thugs -

ROGUEThis place could use a woman's touch.

Rogue hooks a Thug to a pair of antlers. She hangs another on a ceiling fan.

ROGUENice butt!

Rogue KICKS his rear - the Thug spins, screaming.

Rogue powers into a dive, quadruple ton PUNCHES the ground - the tavern QUAKES - Thugs loose their balance. Gambit stumbles, recovers. Logan spots him -

LOGANGettin slow, Gumbo!

Gambit flings his bo at Logan - Logan dodges, it SMARTS a Thug behind him - catching it.

38.

GAMBITAnd you gettin old...

ROGUEQuit showin off Gambit, we gotta full house in here!

Gambit, charges a handful of cards...

GAMBITNot to worry mon-cher, de Royal flush, always win!

Gambit rapid-fires, unleashing Armageddon - Thugs drop, again and again, puppets without masters.

Dust settles. The Mutant trio stand triumphant, conquerors over the heap of bruised, groaning bodies.

Logan moves to Tough 1 who had challenged him, a hand pulls his collar, shanks in the other. The Tough, not so tough anymore, quivers for mercy -

LOGANYou tell Creed, If I ever see his rotten face again, I'm gonna make em wish, a mutant was around to save his sorry life.

A door BUSTS open - Logan snaps to blue and reds everywhere.

POLICE OFFICERPOLICE, DON’T MOVE!

Officers storm in. The X-Men are gone. Following an Officer stepping over injured Thugs. He spots a large hole in the ceiling. The moon swollen in the night sky.

INT. XAVIER'S BEDROOM, X-MANSION - CONTINUOUS

Xavier in a night sweat. A female voice is heard, from a dull whisper to a faint roar.

FEMALE VOICE (V.O.)Help me, Charles Xavier. Where are you?... Can you here me, Charles? (More desperate.) For the sake of all that live, you must, help me - please, Charles!... CHARLES XAVIER!

Xavier’s eyes spring open to a world without time called...

THE ASTRAL PLANE

39.

Xavier floats in a surreal depiction of outer space. The Scouter-bug and pursuing crafts VRROOM! pass him. Xavier experiences an ethereal representation of the chase. He tries to get a closer look inside the Scouter-bug...

XAVIER (V.O.)Who are you?!... What do you want from me?!

The Scouter-bug dissolves, an Alien Humanoid in a space-suit remains. The Alien Humanoid hovers to Xavier.

FEMALE VOICE (V.O.)Charles, My love. Do not be afraid...

Xavier and the Alien Humanoid embrace, warmth ends abruptly, as the Alien Humanoid is pulled to the Starcore Space Station by unseen forces.

Xavier watches helplessly as an ENORMOUS HAND grabs the Alien Humanoid. Following the hand to its owner... The Shi’ar emperor, D’ken. Xavier focuses, attempting to read his mind. Our senses, bombarded by piercing sounds and images.

INSERT CUT: SNAKE EYES, of a squidish alien creature with a swelling brain, morphs into a BRIGHT GREEN, being of pure energy with a low pitched, agonizing, reverberated, ELECTRONIC MOAN.

XAVIER’S BEDROOM

Xavier rises, panting, shaken from the nightmare - the MOANING fades. A gentle hand reassures him -

JEANShhh - You’re okay... We’re here.

SUMMERSProfessor?...

Xavier grips his surroundings, the X-Men are there.

JEANWhat's wrong?! You can tell us.

Xavier tries to speak but, can’t find the words...

STORMProfessor?...

He comes to. Looks to Storm.

40.

STORMTell us -

XAVIERYou have to get to Starcore Space Station.

The team is in a stupor, confounded, unsure of what to think.

STORMWhat do you mean -?

Xavier realizes.

XAVIERThe launch - you all must find a way to get aboard that shuttle, before it’s too late!

SUMMERSYou've gotta to be kidding me? - That’s insane!

BEASTProfessor, you're feverish episodes seem somewhat symptomatic of an acute stress disorder. Are you absolutely certain that these orders contain the utmost confidence?!

STORMCharles, consider what you are saying -

XAVIERYou think I would ask you to risk your lives, if it wasn't absolutely necessary?! No - no, this is far greater than us, I'm afraid.

Rogue, Gambit, and Logan mosey in, taking on the world.

ROGUEWell, lookie here...

GAMBITDis aught to be good.

JEANWhere were you guys?

LOGANOut socializing.

41.

XAVIERDr. Corbeau and his crew are in terrible danger. And so are we, if we are not prepared for what lies ahead.

SUMMERSYou can't be serious? (To Jean.) Is he serious?

JEANI don't know, Scott. My psychic powers aren't as developed as the Professor’s, but even I’ve sensed something amiss. Whatever the Professor is experiencing, might very well be the reason why... We should at least check out.

ROGUEShould ah even ask what's goin on, or should ah wait for the information to come to me naturally?

Xavier turns to the three vigilantes.

XAVIERYou are to board the space shuttle, Starcore, covertly. And assess the situation at the International Space Station.

ROGUEWhat -?!

GAMBITGambit in space, my foot -

WOLVERINEThis sack of bones ain’t goin no where. You’ve lost it, Chuck! I'm, out.

Logan moves for the door.

JEANLogan, wait -

XAVIERLogan, stop!

42.

The being of green light as seen before, intercepts Logan with its gut wrenching MOAN - the X-Men flinch. Xavier focuses...

XAVIER (V.O.)(telepathy)

I've seen creatures that you can only begin to imagine...

The energy ghoul ghosts through Logan.Sentient beings from galaxies hundreds of thousands of light-years away...

Xavier’s room falls away, the X-Men stand in the blackness of space. The alien crafts aforementioned WAIL pass them.

...Who's intelligence far exceed our own. Harnessing powers unlike anything we have ever seen...

The Alien Humanoid reaches for the X-Men, as in Xavier’s nightmare, D’ken’s enormous hand grabs the Alien Humanoid.

...I fear we are at an intergalactic crossroads, and the livelihood of every man, woman and child is at stake...

D’ken reaches for Earth, which begins to CRUMPLE, then FADES into the moon, seen from Xavier’s bedroom window.

XAVIERThis, is why you must board the shuttle and assess the Starcore Space Station.

The X-Men, rendered speechless as they contemplate their insignificance, yet feel the tremendous importance of their lives.

SUMMERSSo, it's settled. When do we suit up?

BEASTThe Starcore Space Shuttle is due to launch in exactly eighteen hours.

JEANHow do we get in?

43.

INT. WAR ROOM, LOWER LEVELS, X-MANSION - MOMENTS LATER

The X-Men surround a circular hologram. A three-dimensional representation of the Launch Facility emerges.

SUMMERSThe facility is guarded by a ten foot barbed wire perimeter fence, five hundred yards from the launch pad. A dozen guards inside the fences perimeter alone...

Summers motions, the hologram shifts to X-ray vision.And from the looks of it, they're heavily armed. Now - check out these blueprints...

Data streams, blueprints of the Launch Facility appear. Combine that with inferred satellite imagery...

Inferred auras representing Security Personnel emerge.Ghost trailing personnel over a seventy two hour period...

Patterns from the heat signatures emerge. A red-orange liquid.

Security is tight. Looks like our best bet is if we get in through the south tower, although we'll have to disable at least a dozen guards before we hit the gantry. Any suggestions?...

Xavier turns to -

XAVIERStorm. Your claustrophobia puts the others at risk. Besides, I'll need you here. You will assist the others in boarding the shuttle.

Storm nods.

LOGANI can get us in -

XAVIER No.

BEASTAbsolutely, not.

SUMMERSNo way!

Gambit and Rogue grin at each other, sharing a moment...

44.

WOLVERINEWhy the hell not?!

BEASTLogan, the idea is to infiltrate the base without detruncating the facilities personnel -

LOGANYeah, no kidding -

XAVIEROr any of their equipment for that matter. If anyone suspects fowl play, they’ll scrub the launch. We have to be subtle.

LOGANSo what - we dress up like them?

SUMMERS(sarcasm)

How about monsters, ya know - pull off a couple of pranks while we're at it. No offence, Hank.

BEASTNone taken.

LOGANEy - I'm not the one who got taken in by a bunch of amateurs, in broad daylight -

SUMMERSNo - you got manipulated by a senior citizen, putting everyone else in danger because you failed to follow command.

Logan intrudes Scott’s personal space.

LOGANAnd, almost getting Jean killed, along with the rest of us, is that your idea of a date -?

Cyclops steps in closer, daring.

SUMMERSWhy don't you tell us what's really bothering you Logan -?

45.

LOGANWell, you’ve heard the expression? - You see, when these... (Extends claws.) Get the talking, You’re not gonna like it, one bit, what they got to say -

XAVIERFor once Scott, I think Logan might be on to something.

Cyclops and Logan look to the Xavier, equally confused.

EXT. STARCORE LAUNCH FACILITY - EVENING

Secret Service Vehicles, come to a halt within the inner fence perimeter. A Service Agent moves to the rear limousine door, opens it, the U.S. President emerges...

A Flushed Guard by the entrance sees this, sneaks a swig from a flask. Conceals it.

The Presidential party moves toward the site entrance, lead by a Commanding Officer. Security Guards respond, warmly...

SECURITY GUARD 1(nods)

Mr. President.

SECURITY GUARD 2(saluting)

Welcome, Mr. President.

COMMANDING OFFICERAt ease gentleman. Pick up your jaws and get back on the job! Nothing to see here.

The group arrives at the entrance, the Flushed Guard teetering at attention.

FLUSHED GUARDSir!

The Commanding Officer leans in. Sniffing. His eyes narrow.

COMMANDING OFFICERWhat is your issue, cadet?

FLUSHED GUARDSir?

46.

COMMANDING OFFICERDo you peg us for ghosts private?!

FLUSHED GUARDN-No, sir -

COMMANDING OFFICERWell - open the door, son -!

FLUSHED GUARDYessir.

COMMANDING OFFICERAnd get yourself straightened out boy! - If I put a match to your mouth you’d blow us all to hell!

The Flushed Guard waves his key-card, the door BEEPS open. The group enters into the -

INT. STARCORE LAUNCH FACILITY - CONTINUOUS

The Agents pace down a hallway, coming to an intersection. Following a Black Agent as he diverges from the others, soon reaching a door labeled: 'security.' He enters into the -

INT. SECURITY ROOM, STARCORE LAUNCH FACILITY - CONTINUOUS

Typical security room, monitors wall to wall. Guards rise.

BLACK AGENTDon’t look so surprised next time, you wouldn’t want anyone to think you weren’t doing your jobs.

Black Agent finds a recording device. Indicates security footage.

BLACK AGENTWhat’s that?

The Guards turn, scanning the monitors.

Black Agent pushes a button on the recording device. A compact disk is ejected, the Black Agent pockets it, places a hand on the device, it sparks - a puff of smoke.

BLACK AGENTNevermind.

Guards turn to Black Agent heading for the door.

47.

GUARD 3Wait...

Black Agent, freezes. Looks over his shoulder.

GUARD 3I’m gonna need a signature.

Black Agent thinks.

BLACK AGENTThat won’t be necessary.

Black Agent turns, leaves. The Guard, offended.

Closer in on the monitors enough to see Xavier and the X-Men, with the exclusion of Storm, exit the elevator onto the -

EXT. GANTRY, STARCORE LAUNCH FACILITY - CONTINUOUS

The Space Crew dressed in ACES suits spot the presidential entourage coming at them. Welcoming applause...

PRESIDENTPlease, that's quite enough. I've come to personally bid you all a safe journey. (Shakes Corbeau’s hand.) This might very well be the last chance I get to meet ‘The Star’ of Starcore.

DR. CORBEAUWell, I certainly hope that’s not the case. It's an honour, Mrs. Pres -

Dr. Corbeau freezes. The sound of bodies dropping. The Space Crew lies incapacitated. The Preparation Workers in suspended animation, Xavier is there, equipped with a mobile version of Cerebro, the X-Men behind him.

XAVIERLet's get moving.

INT./EXT. GANTRY BATHROOM - MOMENTS LATER

The Space Crew, ears plugged, stacked in the cramped gantry bathroom. A Female Astronaut is shoved in, her head falls into the lap of a Male Astronaut.

ROGUE (O.S)Whoops! Sorry, gal.

48.

Rogue sits her upright. Rogue removes a glove, touching the Female Astronaut's face, a heartbeat thumps. Rogue acknowledges a sign on the door that reads: 'Close before launch.'

ROGUEDon't mind if ah do.

Rogue shuts the door.

EXT. GANTRY, STARCORE LAUNCH FACILITY - CONTINUOUS

Wolverine watches as Beast equips a high-tech wrist-band.

LOGANWhat’s with the fancy watch, Hank?

BEASTThis is more than just any ‘ol time keeper my friend, this is the result of countless hours of scientific ingenuity, derived from the same technology utilized in the danger room. It can remotely sense our vital signs, among many other features. I’ve taken the liberty in naming it Sylvia, after one of my favorite American poets of the twentieth century who wrote: ‘we should wear our hearts on our skin in this life.' In this instance...

Beast raises his wrist, Sylvia tones on.A double entendre.

BEASTHello, Sylvia...

Enter the adult feminine artificial voice of:

SYLVIAGood evening, Dr. Henry, McCoy.

BEASTPlease, never-mind the formalities, we’re all friends here.

SYLVIANo problem. Henry, Philip.

BEAST(nervous laugh)

It’s still a prototype at best.

49.

Cyclops lowers an ACES helmet over Jean's head.

SUMMERSNervous?

JEANA little.

SUMMERSWell, don't be...

Summers kisses Jean's helmet, smudging it. I'm here.

Jean seems bothered by the smudge.

SUMMERSSorry. Here - let me get that for you.

Summers begins to wipe the smudge then, playfully plants another and another.

JEAN(chuckles)

Oh, God - Scott, what are you -

Jean is bamboozled into removing her helmet, they kiss... Rogue heading toward the group, spies their affectionate display. Jean senses Rogue’s onset of emotion, looks to her, stops kissing...

SUMMERSWhat’s the matter?

Summers hones in on Jean’s look.

JEANNothing.

Rogue turns away, rejoining the others, now in ACES suits.

ROGUEThat should do it Professor. Those folks packed tighter than a walrus in confession.

Xavier removes Cerebro from his crown. The X-Men close in on Xavier.

XAVIERGood. (Looks over the X-Men.) Alright everyone. The shuttle will launch in approximately one hour...

50.

INT./EXT. SPACE SHUTTLE - AN HOUR LATER

Two ACES suits in the cockpit flip switches - a deafening BOOOOOOOOMMM! Rumbling as the Shuttle ignites.

XAVIER (V.O.)...With the help of Cerebro I was able to use a more potent form of hypnosis. Dr. Corbeau will know and recognize each of you as his companions once you’ve removed your helmets...

EXT. BLACKBIRD - CONTINUOUS

Storm and Xavier view the Space Shuttle ascending.

XAVIER (V.O.)...Upon leaving Earth’s atmosphere, Beast's communication’s scrambler will inhibit the shuttle's communication and video feed transmitted to Starcore's ground control center...

EXT. SPACE SHUTTLE, EARTH’S UPPER ATMOSPHERE - MOMENTS LATER

The fuel tanks disengage, falls away from the Shuttle...

INT./EXT. SPACE SHUTTLE - CONTINUOUS

Closer in on Sylvia enough to see a digital count-down as it reaches zero... Chirping.

INT. STARCORE MISSION CONTROL CENTER - CONTINUOUS

On a theater sized display, the Shuttle’s cam footage, data streaming suddenly goes static. Analysts react, confounded...

XAVIER (V.O.)...It is vital that you keep your visors on until then, if we are to remain anonymous... This mission is not like the others. I believe this mission holds the key to everything we've worked so hard to achieve. It is the answer to why we are here. I want you all to know, that I am proud of each and everyone of you...

51.


One by one, the X-Men remove their helmets, looking inward.

XAVIER (V.O.)...Watch over one another. And, keep sharp, my X-Men.

EXT. EARTH’S THERMOSPHERE - MOMENTS LATER

Space Shuttle glides weightlessly toward the Space Station.

INT./EXT. SPACE SHUTTLE - LATER

Beast flips through a composition book.

BEASTAdvanced polyethylene fiber-reinforced composite materials, ferrite tile coated interior...

WOLVERINEWhat are you geeking about this time, McCoy?

BEASTIt’s an anti-radiation chamber, designed to counter the relatively high intensity ionized particles found in a coronal mass ejection. A marvelous piece of technology...

Logan spots Jean, she looks to him. She grins, knowingly.

BEAST (O.S)Every 11 years the sun catches a cold, if you will. Developing a feverish cough that spews volatile amounts of -

Logan floats away, disinterested.

WOLVERINE(impatient)

Forget I asked.

Jean’s blank stare into space, is interrupted by:

WOLVERINE(telepathy)

Hey, Jean...

52.

Jean turns to Logan, who buckles into a seat behind hers. You alright?

JEAN (telepathy)

What do you want, Logan. You know this is wrong.


So do you...

Jean says nothing.


But you like it... Don’t you?

Jean considers this. Uneasy.


Let me hear you say it and I’ll leave you alone. For good.

A moment...

JEAN(telepathy)

Logan, I -

SUMMERS (O.S)Jean?

Jean, caught off-Guard, locks eyes with Summers.

SUMMERSYou okay?

JEAN(nervous)

Fine, Scott.

Summers turns away. Jean’s focus shifts to Logan once more.

LOGAN(telepathy)

God, I can’t stand that prick - she’s so god-damn beautiful - come on, Logan - why you doing this to yourself? I’d give my left arm to be alone with her - God, I just wanna rip her clothes off...

53.

A flushed Jean, turns to Logan. He supposes, mortified. Shit, she can hear me! - Aww, I’m so stupid!

LOGAN(announces, awkwardly)

Ey - when we gettin outta here?!

EXT. EARTH’S THERMOSPHERE - MOMENTS LATER

The massive cylindrical Space Station dwarfs the Shuttle, consisting of two counter rotating cylinders as to provide artificial gravity on its inner surfaces.


Corbeau hits a button on the control console.

DR. CORBEAU(into radio)

Good evening Starcore-one, this is Dr. Corbeau requesting permission to initiate docking sequence. Come in Starcore.

Nothing...Corbeau to Starcore, requesting permission to board - do you copy?

No answer...

DR. CORBEAUHuh, that’s strange. Seems they’ve got their hands tide... Corbeau to Starcore... (ect.)

Corbeau’s voice fades into the background. Cyclops turns.

CYCLOPS(Stage whisper)

Beast?

Beast toggles with Sylvia.

BEASTI'm at a loss, Scott. The communications scrambler seems to be working, as it should.

SYLVIADetecting zero interference with Starcore space station’s radio transmitting frequencies.

WOLVERINEWell, that's odd.

54.

CYCLOPSNo. Something's up.

...Dr. Corbeau's voice comes back into focus.

DR. CORBEAUCorbeau to Starcore, do you read me?!

CYCLOPSDr. Corbeau. Take us in.

EXT. STARCORE SPACE STATION - CONTINUOUS

The Shuttle hovers close enough to see the: ‘Starcore’ insignia on the Space Station. The Shuttle inches... latching onto the Space Station south entry terminal.

INT. STARCORE SPACE STATION - MOMENTS LATER

SHOOM! - A door opens. The group wanders into the desolate catacomb of metal and machinery.

BEAST‘One small step for mutant, one giant leap for mutant kind.’

ROGUESo this is lengths I’d have to go to whenever I wanna get a little ‘R and R...'

Rogue turns, Gambit trails in her rear view, big surprise. Or to get away from you, Cajun.

GAMBITAdmit it, cher - you can’t resist me -

Rogue rolls her eyes.

CYCLOPSShhh! - Quiet! We don’t know what we’re up against.

WOLVERINEYes, sir...

Cyclops looks at Wolverine with contempt. He turns to Jean.

CYCLOPSJean, can you sense anything?

55.

JEANI'm picking up vague impressions of multiple targets - but their thoughts are all jumbled - I can't get a lock.

CYCLOPSAlright everyone, eyes open.

INT. CONTROL CENTER, STARCORE SPACE STATION - CONTINUOUS

The Horned Figure poaches the X-Men via surveillance screen...

INT. TUNNEL, STARCORE SPACE STATION - CONTINUOUS

The X-Men enter hovering through a transparent tunnel at the inert center of the Space Station. Jean pauses...

JEANWait...Something’s wrong.

Jean spots a security cam behind her - the others follow.

BEASTSylvia, recalibrate the Communications inhibiter to nullify the video feed directed to the Space Station's mainframe.

SYLVIARecalibrating...

Closer in on Sylvia, streaming data, soon reads: ‘disabled.' Directive complete.

The security cam dies...the tunnel flashes RED, ALARMS blare.


...Safety feature override. Emergency ejection sequence initiated...

CYCLOPSBeast -?!

BEASTA malfunction perhaps...

The group looks ahead to their exit - LOCKED tight - they look behind them, same result.

56.

JEANThat's not Beast!

Mechanical works shifting... Soon the Space Station is seen drifting from the tunnel in the backdrop.


The tunnel, a vital organ floating from its body...


Rogue palms the tunnel’s surface.

ROGUEY’all hold on!

Jean steadies the group in a telekinetic grip as -


The canister floats into its place of origin...


Jean uses her telekinesis to hold the tunnel in place.

WOLVERINEThink someone’s trying to kill us?

BEASTYour ability to undermine the obvious is impeccable, Logan.

Cyclops puts a hand to his visor, Rogue touches him.

ROGUE Easy, shugah. We need to minimize the risk of depressurization.

Cyclops stands down. Rogue turns to Wolverine.

ROGUELogan, if you would be so kind?

Wolverine draws his claws and moves toward the door.

WOLVERINEYeah...right.

57.

INT. NEXT ROOM, STARCORE SPACE STATION - CONTINUOUS

In a FLASH of metal, an ‘X’ is SLASHED in the tunnel door - a HOWLING from escaping gas - Rogue BENDS metal, sealing the wound. She moves inside, inviting the others.

ROGUETa-daaa!

INT. CONTROL ROOM, STARCORE SPACE STATION - SECONDS EARLIER

On a monitor displaying blueprint map of the Space Station, an icon flickers: 'WARNING... Hull breach.'

ARTIFICIAL VOICE (loud speaker)

...Warning... Rapid decompression detected. (Icon disappears.) -Stabilized...

The Horned Figure turns to two Zombie Space Crewmen with space-age pistols. Dark circles under bloodshot red eyes.

HORNED FIGURE (O.S.)Kill them.

The Zombie Crewmen walk away. Closer in on a display screen reading: ‘89% reconstruction completed.'

Overhead, sparks fly from dozens of Spider-bots, as they seem to reengineer the telescope-like structure.

INT. STARCORE SPACE STATION - CONTINUOUS

The X-Men enter a room. Spotting the Zombie Crewmen.

CORBEAU (O.S.)Well, it’s about time. I was beginning to think -

The Zombie Crewman take aim.

WOLVERINELook-out!

Wolverine shields Corbeau, Zombie Crewman OPEN FIRE - Jean reacts - the PULSES of HEAT and LIGHT ricochet off of an invisible surface - burning metal.

Cyclops BLASTS a Zombie Crewman. Jean LAUNCHES another - SMASHING him against a wall. A small round device bounces from him, rolls to a pair of boots...

58.

ROGUEThis ain't no slumber party.

Rogue spots the device, picks it up.What's this?

BEASTLet’s have a look.

Rogue hands it to Beast who rests it in his palm, Sylvia reacts, lasers flare outward, scanning... Data streams.

BEASTHmm?... How curious -

SYLVIAScanning...

Jean knees beside the comatose Crewman, closer in as she investigates a scar behind his neck.

JEANI'm betting it’s a mind control device. That would explain why I had trouble locking on to them.

Sylvia chirps a negative denotation.

SYLVIASample contains unknown constituents -

BEASTIts atom structure is unlike anything on Earth!

WOLVERINE (O.S.)This guy has it on em...

Wolverine drops the unconscious Crewman at Beast’s feet.

BEASTFascinating!

Beast pulls the device from the zombies neck. Examines. It is safe to assume this technology is indeed, extraterrestrial.

Wolverine walks away.

WOLVERINE Good for you! Now - let's give E.T. a warm welcome.

SHINKT! - Wolverine moves for the door, spots Jean with the Crewman. He groans, awake. Next to a Japanese flag label, the name, KOISHI can be seen. He sees Jean, speaks:

59.

KOISHI(in Japanese)

I'm sorry... I could not stop myself.

Wolverine intrigued by his tongue, retracts his claws crouching beside them.

KOISHI(in Japanese)

The red, devil. He... he -

WOLVERINE(in Japanese)

The devil is here? What does he want?

KOISHI(in Japanese)

What does everyone want? (Speaks in English.) If he succeeds... Hope, will be lost.

Koishi’s quivering finger points to a window. Jean and Wolverine turn to see only stars, then look to each other, confused. Jean turns to Koishi, wondering...

EXT. SPACE - CONTINUOUS

Light bends around the brim of the wormhole, the Scouter-bug emerges from its mouth, Imperial ship tailing close behind it as it barrels toward the Pale Blue Speck.

INT. CONTROL ROOM, STARCORE SPACE STATION - CONTINUOUS

American Zombie, KARTWRIGHT, spots two blips on radar.

KARTWRIGHTMaster, Sensors indicate two objects have appeared from the bridge. 3 minutes 42 seconds before target in range.

HORNED FIGURESet a countdown to fire.

KARTWRIGHTAffirmative.

Kartwright does as expected. Above him, DRONES to life the cylindrical machinery centering the large observation window.

60.


...Repulsor systems energizing. 3 minutes 32 seconds to target range...

A RED FLARE carves an ark in the door. Several Zombie Crewmen oppose the entrance, taking aim. The hunk of metal dismantles, floating forward, the Zombie Crewman unleash a hail of GUN FIRE.

Gambit springs, kinetic cards, STUN - An optic blast, LAUNCHES another.

Wolverine, in a blur of speed - SLICES, drops a Zombie, shanks the mind control device from him.


3 Minutes to target range...

DR. CORBEAUWait a minute - that can't be right...

BEASTWhat is it, doctor?

DR. CORBEAUAs I’m sure you've most recently inferred, Mr. McCoy... The world’s most advanced space telescope is actually a tele-repulsor ray - secretly engineered to off-set potentially hazardous objects Earthbound at a moments notice. But look, there...

Corbeau indicates the WAILING machinery above.The process has been reversed somehow! (To Beast.)But, that would mean -

BEASTIt’s been converted into a massive tractor beam!

CORBEAUThe system isn’t build to withstand that kind of strain - I have to get to the main controls to halt the firing sequence!

Corbeau moves, a hand on his shoulder stops him.

61.

ROGUEWhoa there, partner - where do you think you’re going?!

Rogue spins Corbeau, pecks him on the cheek. A heartbeat thumps.

I'll handle this.

Rogue SOARS to the main control console.


2 minutes to target range...

Rogue mans the control panel.

HORNED FIGURE (O.S.)Do not interfere!

Suddenly, the red Horned Figure, SHAKARI, materializes from the backdrop. The metal-clad Shi’ar agent headlocks Rogue, shooting her with his space-age pistol.

Rogue yelps, PUSHING off from the console, they CRASH against the Tele-repulsor.

Spider-bots drop - landing near the X-Men, lasers begin searing at them, Beast SMASHES - a few latch onto Jean - she yelps - A psychic pulse - LAUNCHES them -

Shakari’s armor unfurls - minimizing landing impact, Rogue SMASHES at him, misses - Shakari SKATES backward - firing laser hot rounds. Rogue pursues him around the arked room.

The large slab of metal drops.

JEANTime for plan B.

Jean throws up a hand.

DR. CORBEAUWhoa!

Jettisons Corbeau, Beast, and herself to the console...

Gambit BLASTS a zombie - swings to spot Rogue in action.

GAMBITMonsieur, play wit Gambit instead!!

Gambit slings a pair of Aces - Shakari, swerves, evading, taking to air, Rogue’s on his tail.

62.

Shakari hits a switch on his space-age pistol, the muzzle TRANSFORMS into a GRAPPLING CLAW.

Rogue SWINGS - misses. Shakari, BLASTS - the tethered claw latches onto Rogues foot, SHOCKING her, she SCREAMS - Shakari hammer-throws - Rogue SMASHES into Gambit.

BEASTThese readings suggest the coordinates of the space-time event discovered days ago. I'm lead to believe that whatever came through that horizon is the target in question.

Soon the monitor reads: 'Invalid Authorization code.'

DR. CORBEAUHe’s disabled access to system controls!

Shakari turns to a pair of adamantium claws that ROAR! Wolverine SLICES the tethered pistol, Shakari withdraws, equips a second pistol, SHOOTS at Wolverine - FLASH FREEZING his arm, he GRUNTS! Shakari THRUSTS at him - CRACKING his iced arm, Wolverine SHOUTS!

Shakari turns - BLASTS at the group by the console - the blast hits Jean’s telekinetic shield - she yelps.


1 minute to target range...

JEANDr. Corbeau -?!

DR. CORBEAUI’m trying, Miss Grey... He’s changed the access codes! We're out of time - I can't override them!

Wolverine and Shakari are wrapped in combat, Shakari manages to get Wolverine on his back...

WOLVERINEYou don't look like a alien, but you sure as hell stink like one.

SHAKARIYou may address me as, Eric The Red.

(MORE)

63.

First of the Shi'ar imperial agents condemned to dwell on this repugnant godforsaken travesty of a civilization. And I, shall finally be rewarded for my long endured -

Shakari screams, BLASTED by crimson across the room. He’s down. Wolverine rises, moves along side Cyclops toward the console.

WOLVERINEI had em -

CYCLOPSNo you didn’t.


Ten seconds to target range... Eight. Seven...(ect.)

JEANWhat do we do -?!

DR. CORBEAUI-I don't know!

Cyclops touches his visor, turns to the massive engine above.

CYCLOPSI'm taking it out -

Corbeau grabs him in protest.

DR. CORBEAUNO! Don’t! - it’s far too unstable at this point, damage to the inner frame will kill us all -

CYCLOPSWe’re open to suggestions, doctor -!

DR. CORBEAUWe, look - we, just - just -

WOLVERINEWe ain’t come this far to watch you fry an egg - MOVE IT!

Wolverine shoves Corbeau - SLASHING the command consoles.

SHAKARI (CONT'D)

64.


Three. Two...

JEAN(epiphany)

That's it.


One...


Power SURGES from the Tele-repulor’s chamber...


Jean adopts a deep concentration... Then unleashes, throwing her hands up - the group staggers as the Space Station suddenly, jerks.


A bright beam SHRIEKS from the face of the Space Station...

FURTHER OUT INTO SPACE

The Alien Humanoid seen in Xavier's visions spots the tractor beam headed straight for her. The Scouter-bug strafes hard, dodging the beam just in time as it snares the Imperial Cruiser instead.


The Tele-repulsor refocuses, a camera lens zooming in... The beam condenses into a continuous current of energy.

FURTHER OUT INTO SPACE

The filament binds the Imperial Battle Cruiser, a kite to a string. Its power systems experiences failure as it attempts to liberate itself from the vigorous current.


Jean faints into Cyclops.

65.

CYCLOPSJean?!


Target lost...

BEASTShe has offset the tractor beam’s trajectory, by moving the entire Space Station! An absolute stroke of genius!


New target, engaged...

BEASTOh, dear -

WOLVERINEWhat the hell does that mean?

Gambit joins the group carrying an unconscious Rogue.

ALARMS blare, lights FLASH -


4 minutes to impact...

Beast peers at the tractor beam beyond the observation window. Turns to the mangled control consoles then, to red abrasions on the floor, presumably where Shakari had landed. Finally, looks to, Gambit...

BEASTNow...we run.

INT. TUNNEL, STARCORE SPACE STATION - MOMENTS LATER

The X-Men hustle back the way they came with the incapacitated.


2 minutes to impact...

GAMBITWe not gonna make it!

66.

CYCLOPSWe're getting out of here! - Keep moving!

JEANNo, Scott! Gambit’s right - I have a idea.

Cyclops turns to Jean.

CYCLOPSThere’s no time -

JEANI know. Trust me.

Cyclops tenses his jaw. Nods.

A MOMENT LATER

The tunnel door closes, only Jean and Cyclops remain.

JEANNervous?

CYCLOPSWho, me?

Cyclops puts on a breathing apparatus, talks through it. Never better.

Jean leans in, kisses his forehead. At the push of a button, her helmet’s visor hisses shut.


The kite seen reeling in through the observation window...


30 seconds to impact...


Jean assumes a readied stance. Cyclops looks up, BLASTS -immediately sucked into the dark void.


Cyclops rises high above the Space Station.

67.

INTERCUT BETWEEN JEAN AND CYCLOPS --

Jean holds a hand at Cyclops, steading him.

Cyclops adjusts his visor, BLASTING a tapered crimson STREAM at the Space Station below.

Jean arks her arm like the hand of a clock. Cyclops is seen through the tunnel, orbiting Jean, corresponding the angle of her hand...which seems almost synchronically emphatic with the countdown.


Ten. Nine. Eight... (ect.)

Crimson SLICES through metal. Cyclops completes a full revolution. The Space Station splits into two halves that begin to drift apart.


Three. Two...

Jean leaps out of the tunnel for Cyclops - embraces him, bracing for the mass of metal - Cyclops whips off his visor - PZZARROOW!! - krakatoa unleashes from his eyes.


One...


The Imperial Cruiser CRASHES through the observation window -


The amalgamated hide of metal SPLASHES against a crimson Psionic force shield, a speeding bullet to a drop of water...

Cyclops shuts his eyes, the onslaught of red seizes. They descend back into what’s left of the tunnel, Cyclops equips his visor...

CYCLOPSThat wasn't so bad.

They embrace. Relieved.

68.

INT./EXT. SPACE SHUTTLE - MOMENTS LATER

The X-Men, seated, waiting... Heads turn. Cyclops and Jean enter. Wolverine spots Jean, underplaying his relief.

WOLVERINEGreat, now we can finally get off this dump! - I'm starving!

Jean moves to Rogue, concerned. Gambit by her side.

JEANHow is she?

Gambit caresses her forehead.

GAMBITSleeping Beauty.

Cyclops reaches the cockpit, touches Beast.

CYCLOPSLet’s go home.

EXT. SPACE SHUTTLE - MOMENTS LATER

The Shuttle’s trusters IGNITE.


A hive of screens, white collars, striped ties and tired eyes.

PROPULSIONSir! We have ignition.

FLIGHT DIRECTORCopy, Prop - Hubble, Kepler, I want every high powered magnification device at our disposal pointed at that thing followed by a detailed analysis. We’ve got every military organization pointing their finger at us! I want to know what the hell happened up there. I want answers and I want em now!

Weather Flight Controller swivels to the Flight director.

WEATHER FLIGHT CONTROLLERSir, there’s another problem.

69.

Flight director looks to Weather Flight Controller.

WEATHER FLIGHT CONTROLLERI just received a report from the S.W.P.C. - They'll be flying straight into the ‘Rocky five’ of solar storms. The biggest on record.

Chairs swivel to the Flight Director as he reels this in.

FLIGHT DIRECTOR(floored)

Jesus... How long?

GPSTracking down in less than 15 minutes.


Cyclops gazes out the window.

CYCLOPSAmazing... What I'd give to see this without my visor. The rest, I could do without. Remind me to cancel our trip to Genosea when we get back.

Cyclops turns to Jean who is miles away.

CYCLOPSJean?... What's wrong?

Jean comes to, turns to Cyclops, a poor attempt at a smile.

CYCLOPSIs everything okay?

JEANJust. Thinking...

CYCLOPSOh - yeah? - What about?

JEANNothing - It's...nothing. (Fake chuckle.)

Cyclops moves closer, inches from Jean.

70.

CYCLOPSLook - I’m sorry it’s just... You’ve been acting strange lately - ya know...more than usual. It’s like your hardly there.

Jean stares off into space some more.

JEANBack when my powers first manifested. In that place between asleep and awake, I felt the psychic image of a spider.

INSERT CUT: A flash of an EX CU of spider’s eyes. It was like a bomb had gone off inside my mind, I couldn’t shake it. So, I crawled out of bed, hit the lights, pulled back the sheets and there it was...

INSERT CUT: Jean as a child, crawls out of bed, moves toward the door, and flicks the lights on. Pulls back her blankets, closer in on a quarter sized spider.

JEAN Something terrible is about to happen, Scott... I can feel it.

SUMMERSYou and I have been through much worst. This time, won’t be any different. We’re gonna make it. I’ll die before I let anything happen to you. I promise. We’ll be fine.

Summer’s gentle touch evolves into a kiss. Suddenly, an ALARM interrupts them - they turn to it, Beast looks at Sylvia, it streams data in RED.

SYLVIAWarning... Danger imminent.

JEAN(stage whisper)

Oh, God.

BEASTOh my stars and guarders -

CYCLOPSWhat now -?!

71.

BEASTSensors indicate a lethal solar storm headed our way. We've only a few moments to render a plan of action or sustain a deadly dose of cosmic radiation -

CYCLOPSWhat -?!

BEASTI suggest we seek refuge in the shuttle’s life cell immediately. However, someone will have to stay behind to pilot the shuttle.

GAMBITNot, Gambit.

Gambit unbuckles Rogue. Corbeau in the pilot seat turns to the X-Men.

DR. CORBEAUI'll volunteer. Besides, it's this or face my divorce attorney.

BEASTDoctor, I believe it to be in everyone's best interest that you survive this mission. I apologize but that is simply not an option. Besides, you could not withstand that amount of exposure to cosmic rays long enough to ensure a safe landing.

CYCLOPSI’ll take us in.

Wolverine steps forward.

WOLVERINEDon't be stupid -

CYCLOPSI can absorb the sun’s rays.

BEASTUltra violet rays, certainly but your chances of weathering this storm is inexplicably small.

WOLVERINEI’ll survive it -

72.

CYCLOPSNo - you’ll get us all killed!You wanna play the hero, Logan? Do it on your own time. You haven't even passed the Blackbird simulator course -

WOLVERINENo one has to die - I’ll figure it out -

CYCLOPSForget it! I'm not entrusting the lives of this team to someone who knows a cockpit just about as well as he knows himself!

Wolverine looks at Cyclops, scornfully.

WOLVERINELike it or not, I’m the best chance you got for a future, pretty boy -

CYCLOPSLook, it's real simple - I'm in charge, I'm flying us in -

JEAN (O.S.)Wait, Scott. (Rises.) I'll do it.

Cyclops is taken aback by this.

CYCLOPSWhat?! - No!

Jean moves for the cockpit, Cyclops stops her.

CYCLOPSJean, if I can fly the blackbird, I can sure as hell land this thing.

JEANNo - you can't.

CYCLOPSWhat, and you can -?!

JEANYes! I've already telepathically absorbed what Corbeau knows about the shuttle and I can put up a telekinetic shield to protect myself from the radiation. (Turns to Beast, pleading.) Beast?

73.

BEASTAn electromagnetic field would indeed combat the bombardment of harmful radiation particles. It's a solid start -

CYCLOPS(flash of anger)

Beast?! (To Jean.)Jean, I can do this, you don't have to -

JEANWe work as a team, Scott, remember?! - You had to have known something like this could happen -!

Cyclops grabs Jean pulling her in.

CYCLOPSBut not like this, Jean - not while I'm here -

JEANYou were willing to sacrifice yourself for the team, how is this any different -?!

CYCLOPSBecause, I -!

JEANBecause what, Scott?!

Logan and Jean share a moment in silence. He believes in her.

WOLVERINELet her go Cyke, she knows what she's doing -

CYCLOPSYou STAY OUT OF THIS LOGAN OR I'LL -

Sylvia changes from a steady beep to a relentless CHIRPING.

SYLVIAWarning. Warning. Warning -

BEASTWe’re out of time, scott!

Beast grabs Cyclops by the arm - Cyclops tears away from him. Beast and the others move toward the vault.

74.

CYCLOPSThis is not what we've talked about, Jean! This is not -

JEANLet me go Scott - I have to do this. It’s the only way!

CYCLOPSYou’re kidding! - You don’t - don't you trust me -?!

JEANI'm sorry, Scott...

Cyclops's vice-like grip on Jean’s arm is telekinetically forced opened.

Not this time.

At the wave of a hand, Jean sends Cyclops toward the vault - Cyclops desperately reaching for her...

CYCLOPSNO! Jean... JEAN!!

INT./EXT. CHAMBER, SPACE SHUTTLE - CONTINUOUS

Cyclops SLAMS against the back of the chamber.


The vault door CLOSES - a lever clicks home. Cyclops’s muffled screams, pounding on the door.

Jean moves into the cockpit. Buckles in. Focused, centering herself - a blue-translucent wave EXPANDS, becoming her TELEKINETIC SHIELD. She grabs a lever, pushing it forward -

EXT. EARTH’S THERMOSPHERE - DAWN

The Shuttle THRUSTS toward Earth... A lustrous plexus shimmers toward the tiny vessel. Then, through it... A shower of COSMIC RAYS pierce through metal.


Radiation particles can be seen maneuvering around Jean’s telekinetic shield, a pocket of air in water. Without warning, the Shuttle JOLTS. Jean, shaken but not stirred.

75.

JEAN(telepathy)

What was that?!... Who’s there?!

Jean’s eyes close in concentration...

INSERT CUT: A flash of the Horned Figure, Shakari.

Jean realizes, shocked.

JEAN (telepathy)

No... Not now!

EXT. SPACE SHUTTLE - CONTINUOUS

The Red Cruiser from the Bermuda Triangle - BLASTS at the Shuttle, only to impact Jean’s force barrier.


Jean holds up a hand, focusing, straining.

INT./EXT. RED CRUISER - CONTINUOUS

Shakari’s eyes narrow, sneering, motions to his controls -

EXT. RED CRUISER - CONTINUOUS

Energy BLASTS continue to rain at weaving Shuttle. The Red Cruiser accelerates, blasting from new, obscure angles.


Closer in as a BLAST penetrates a weakened part of the telekinetic Shield, tearing a small hole beneath the Shuttle.


The Shuttle TREMBLES. A fretful Jean, grimaces, her focus slipping. Her personal shield, begins to fluctuate. Fade.


Moving in on a cannon as it emerges from the Red Cruiser, BLASTS the Shuttle - its imposed barrier, SHATTERS!

76.


Jean recoils loosing consciousness as the Shuttle TREMORS. Her personal shield, wains, cosmic rays soak in.

INT. CHAMBER, SPACE SHUTTLE - CONTINUOUS

The group is seated against the walls of the chamber as the Shuttle trembles something horrible.

BEASTI presume we are at the mercy of our former host.

WOLVERINEShould've finished him off when I had the chance. Ain't no good coming from someone with a mug like that. (Looks to Beast.) No offence Hank...

BEASTNone taken.

CYCLOPSOnce thought the same about you, Logan. But your still a pain in the ass!

WOLVERINEYeah, well - takes one to know one, bub!

INT./EXT. RED CRUISER - CONTINUOUS

Shakari signals to fire again.

SHAKARISo long, Earth scum.


The Red Cruiser BLASTS at the Shuttle - NEAAROOWW! Out of no where, the Scouter-bug absorbs the blast, then SPEEDS away, the Red Cruiser whines after it.

EXT. EARTH’S THERMOSPHERE - CONTINUOUS

The Shuttle plummets into Earth's atmosphere... Its nose bursts into flames.

77.


Jean comes to, the sound of ALARMS, orange flames on the windshield. She realizes, pulls at the controls.


Close in below the nose of the Shuttle, carbon sizzles... Bursting into flames leaving a trail of black smoke.

EXT. SKY-SCRAPPER ROOF, NEW ENGLAND COAST - MOMENTS LATER

A Brunette in 1960s shades and sun hat, sunbaths by the pool. The thunderous roaring of the Shuttle can be heard, she pops up, looks to it. Others in proximity do the same, fretful.

EXT. NEW YORK CITY STREET - MOMENTS LATER

A yuppie converses with an Automated Voice Messaging System.

AUTOMATED VOICEIf you’ve like to speak to a customer service agent say: ‘speak to an agent.’

YUPPIE(into phone)

Speak to an agent...

The Shuttles roaring drowns his voice. The Yuppie looks up with the crowd of Pedestrians hold there breath in wake.

AUTOMATED VOICEI’m sorry, I didn’t understand that. Please hold for the next available customer service representative.


Operators scramble, pages turning, a phone rings. An Operator swings to the Flight Director.

OPERATORSir! I have a visual confirmation of possible thermal protection system compromised.

GPSLooks like they're headed for JFK -

78.

FLIGHT DIRECTORGet Air Traffic Control on the line - I want everyone in path of this thing clear in case of an emergency landing within the next five minutes people. Let’s move!


Jean spots a Commercial Plane descending into a bed of clouds, then sees JFK International Airport below.

JEANCome on, we're almost home.

EXT. ABOVE JAMAICA BAY, NEW YORK - CONTINUOUS

Closer in on the Shuttle, the flaming pocket quickly expands then...

INT. JFK AIRPORT, NEW YORK - CONTINUOUS

The average uninteresting hustle and bustle of an airport. Without warning, a muffled - KABOOM! - A huge ball of FIRE and SMOKE beyond the large windows overlooking the bay, panic ensues.

AIRPORT INTERCOM (loud speaker)

...Attention passengers, all flights have been delayed until further notice. We apologize for any inconvenience...(Repeats in other languages.)

EXT. JAMAICA BAY, NEW YORK - CONTINUOUS

Amongst the Shuttle debris, the Anti-radiation Chamber is seen falling into the bay...

UNDERWATER

Sunlight is eclipsed by a shadow, until it rips through the calm layer of shimmer and sinks like a stone.

79.

INT./EXT. CHAMBER - CONTINUOUS

Water flows in from the Chambers orifices at death’s pace. Gambit straps an oxygen mask on Rogue, frees her harness. The other X-Men have done the same with two of the incapacitated Space Crew. Two Space Crewman awaken from the impact. One is hysterical, blundering his native tongue -

WARDNER(in German)

Where am I?! What have you done to me?! What in the shit is happening?! Please do not kill me, my family has no money -?!

Wolverine turns to him, annoyed.

WOLVERINEEy -!

SHINKT!! - Wardner pipes down immediately, eyeing the knives.Don't move.

Wolverine SLICES his harness, freeing him up.

BEASTSylvia, our depth please...

SYLVIAYou are currently twenty-three feet below surface.

WOLVERINE(to Cyclops)

Anytime today would be good! -

Cyclops puts a hand to his visor.

CYCLOPSDon't hold your breath...

A FLASH of red -

UNDERWATER

The Chamber’s hatch flies off. The group abandons the Chamber, swimming toward the surface.

ABOVE WATER

They emerge, gasping. Cyclops spots the cloud of smoke overhead, realizing...

80.

CYCLOPS(spins)

Oh, no - Jean?! JEAN!!

Cyclops inhales deep, plunging...

UNDERWATER

Off Cyclops's frantic POV: Chunks of debris, algae, no sign of Jean. He rises -

ABOVE WATER

Cyclops emerges.

CYCLOPSJEAN!...

The others struggle to stay afloat, Cyclops shouts over his shoulder at them -

CYCLOPSHelp me find her!

BEASTSylvia, Jean Grey status report.

Sylvia tones, responding.

SYLVIAJean Grey...subject lost -

BEASTCyclops, no one could have survived -

Summers ignores this, dives again...

UNDERWATER

Cyclops dives several feet, unleashes an optic beam. Illuminating the murky waters. He spins, unleashing another, then another, and another...

IN THE DISTANCE

A figure is accented by a stream of RED LIGHT. Moving in closer to...the blackened, lifeless body of Jean Grey. Close in on her face, burned. Eyes, closed then... they open -

THE ASTRAL PLANE

81.

Pulling out, her face, unscathed. She hovers against a backdrop of an endless space scape...

Jean, in a short green night gown expresses a kind of tranquility unknown to the living. As if she feels the sun's rays she turns to, The Source: (A singular point where all of the colors of the light spectrum converge.) A brilliant white luminous light in the distance. She begins to move toward it when her attention is mused by the soft echoed voice of:

JEAN (V.O.)Jean...

Jean hesitates, listening up.Jean...

Jean turns to discover an image of herself in her X-Men uniform, standing in a mirror.

Jeans POV: She looks down at herself, now wearing her Marvel Girl uniform.

The voice calling out to her is now a male voice...

CYCLOPS (V.O.)Jean?...

She looks up, realizing. Remembering why she became an X-Man.

JEANScott.

Jean takes one last solemn look at the light, turns to the mirror, eyes now emulating the burning white of the source spectrum. Her reflection smiles, arms open to embrace - she mimics the reflective image, floating into it...

Off Jeans look: The mirror ripples as she merges with her reflection. EX CU of her eyes then -

-- BLACK SCREEN

UNDERWATER

Jean’s eye suddenly opens, emitting the total light spectrum. Blackened skin shells off revealing new skin and uniform. The surrounding waters thunder, boil, gyrate...

ABOVE WATER

Cyclops emerges from his search, the X-Men nearby.

82.

CYCLOPSJEAN!

BEAST(impatient)

Cyclops, please! We must focus on the task at hand - nothing more can be done!

WOLVERINEHe's right Cyke. She's gone -

Cyclops turns to Wolverine, offended. Suddenly, Sylvia sirens. Goes berserk.

CYCLOPSYou don't know that, alright! - If any of you loved Jean as much as I did -

SYLVIADetecting unknown energy - System er - er - error (distorted.)

A towering wave, ERUPTS over our heroes...

PHOENIX (V.O.)(telepathy)

From the ashes...

The X-Men awe at the glistening spire of water and light. The wave subsides, leaving only a bright figure...


I am, Phoenix.

PHOENIX, spreads her arms revealing marvelous WINGS OF FIRE that emerge from behind her. A blinding light and powerful surge of energy radiates, expanding for miles...

EXT. BLACKBIRD, ABOVE NEW YORK - CONTINUOUS

A rush of light in the distance speeds toward the blackbird -

INT./EXT. BLACKBIRD - CONTINUOUS

Xavier recoils from the psychic wave, Storm turns to him -

STORMCharles?!

83.

INT. HELL-FIRE CLUB - CONTINUOUS

A Revering Blonde Woman in exotic white attire, turns the pages of a book centuries old. Suddenly, she grimaces, shocked from the psychic wave. The book falls to the ground. Open. Closer in on one of its pages, an image of a fire-bird inside the all-seeing eye...

EXT. UPPER ATMOSPHERE - CONTINUOUS

The psychic wave seen rippling from the East Coast...

EXT. JAMAICA BAY, NEW YORK - CONTINUOUS

The fiery light subsides from, Jean. Cyclops watches helplessly as she falls into the bay.

CYCLOPSJean!

Cyclops swims for her, takes a deep breath, dives for her. After a moment, resurfacing with Jean, she’s not moving...

CYCLOPSJean? Hey, I got you - everything’s gonna be alright. Okay? Just...hang on.

A squealing boat engine drowns his voice, Cyclops turns to, the Coast Guard approaching. Five light crafts accompanied by the much larger mother ship not too far behind.

The faithful humming of the Blackbird engine can be heard - The group looks up... Soon, the Blackbird is on top of them. Hovering.

MOMENTS LATER

The Coast Guard arrive, the light crafts slow to a halt near the four Space Crewmen now with life jackets. A Coast Guardsman looks to the Blackbird, rope latter retracting as the hatch closes. The Blackbird peels off and out of sight. The Coast Guard still stuck in a daze.

KOISHI (O.S)(in Japanese)

Hey! -

The Coast Guard snaps out of a haze. Resumes the rescue.

84.

KOISHI(in Japanese)

You come to watch me drown?!

INT. RED CRUISER - LATER

Shakari aims a space-age healing device at a wound on his arm, pulls the trigger, waves begin to radiate, spontaneously reviving skin tissue. The ship signals:


Incoming transmission...

A holographic bust of D'ken emerges.

SHAKARIMy Emperor, I -

D'KENDon't bother, Shakari! My telepathic spies have already informed me of your failure.

SHAKARIBut, my lord, Lilandra - her agents... They knew -!

D'KENYour pathetic excuse has proven to be no less tolerable than what they've prophesied. However, I am willing to overlook this minor catastrophe, if you believe you can still apprehend Lilandra by second sun. Have you any information in regards to how Lilandra's agents knew about your plot to overtake her?

SHAKARIYes, my liege... The human you spoke of: Charles Xavier, he's a mutant. A psychic! Lilandra must have contacted him telepathically, but how he knew of my plans I do not know. He leads a band of mutate degenerates called, the X-Men -!

D'KEN(flash of anger)

AND YET THEY WERE ABLE TO BELITTLE AN IMPERIAL AGENT OF THE SHI'AR!

(MORE)

85.

WHEN SINGLE AGENTS HAVE DOMINATED ENTIRE CIVILIZATIONS, GIVEN YOUR CIRCUMSTANCES!... I no longer have the luxury of rationing my patience, Shakari. You're running out of time, and yet it seems, you‘re most determined to waste mine.

-- END TRANSMISSION

Shakari mulls it over.

INT. MOIRA'S FACILITY, MURR ISLAND - DAY

Rogue lies unconscious in one of several hospital beds. The X-Men, in sweats, waiting. A door slides open. They turn to, a brilliant Scottish brunette in a lab coat, MOIRA MACTAGGERT.

MOIRACan ah see ya for a moment, Charles?

XAVIEROf course.

Xavier moves to Moira, Summers follows, Xavier pauses, sensing, speaks over his shoulder -

XAVIERNot yet Scott, please be patient - Moira and I will return shortly.

Summer’s jaw tightens. Xavier leaves.

INT. LAB VIEWING ROOM, MOIRA'S FACILITY - DAY

A thick transparency overlooks a desolate Jean Grey in a hospital bed. Moira pushes a button - data emerges on the vitreous barrier.

MOIRAJean has suffered a minor concussion. I ran several tests and discovered some unusual neural kinetic activity. (Indicates brain wave patterns.) I've seen these patterns before - in patients with multiple personality disorders but, the rest of her, Charles...I canna find a thing wrong with her. It's a bloody miracle she survived.

D'KEN (CONT'D)

86.

XAVIERSo - we can expect a full recovery -?

MOIRANow - don't ya go gallivanting around just yet. Look here...

Moira touches the window - a video emerges. Plays...

Easing in the VIDEO FOOTAGE becomes real.

Jean sits erect in the hospital bed. Motionless, with a dead stare. Moira routinely shines a flashlight into her eyes.

MOIRAJean?...

Jean’s eyes remain fixed.Jean?... What happened to ye, Jean? (Nothing.) Do ye remember what happened?

No answer.Can you remember what happened aboard the shuttle?...

Jean moves subtly, noticing. Feeling, everything. Moira's voice fades. The sound of: Jean's heartbeat, Moira's heartbeat, the humming of the lights, machines, a fly in the room. All can be heard increasingly...

Jean’s POV: Two hands move into focus, they squeeze and feel Moira’s voice can be heard again..

MOIRA (O.S.)Who is Phoenix, Jean?

MOIRA Are you, Phoenix?

INSERT CUT: Jean at the Shuttle cockpit the moment it explodes - Jean rising out of the bay as Phoenix.

MOIRA (O.S.)(Annoyed)

Jean...

Moira touches Jean - a PULSE radiates - the video feed short circuits -

WHITE NOISE

Pulling out from the white noise, Xavier absorbs this.

87.

XAVIERElectromagnetic pulse.

MOIRAAye. She keeps referring to herself In the third person, Charles. Calls herself: ‘The Phoenix.’

Xavier hears this, realizing. Intrigued.

XAVIEROh, ye haven't heard the gist of it. There's more.

Moira touches the screen - data shuffles.

MOIRAI pulled up lab samples from her last visit - Seventeen years ago. Her genetic structure has changed almost completely -

Two mutant DNA strands emerge, reading: “Match not found.”In all my years, I've never seen anything like it. What does this mean?

XAVIERIt means Jean, may be the key to many unanswered questions, Moira. And the cause of countless more, I'm afraid.

MOIRABut why, Phoenix. Why not, Casandra or, Stephanie -?

XAVIERI used to tell her stories, about the phoenix, after she had witnessed the death of her childhood friend. She was captivated by the very idea of immortality - helped her sleep sound.

Xavier peers beyond the window at Jean who lies awake.The fact that she was able to overcome certain death is indeed miraculous, but perhaps what we are looking at is another form of mutation.

(MORE)

88.

A mutation more deeply rooted, created by Jean’s very own subconscious mind - the part of her which never moved on from the accident. The part of her still helplessly clinging to the thread of her long lost friend.

MOIRAIf what you say is true then, what do you plan to do with er?

Xavier confounded by this.

XAVIERWhat do you mean?

MOIRAYe've got to protect your people, yer students. Ah know she's like a daughter to ye Charles, but have ye considered what could happen if Phoenix were to resurface, in a more crowded vicinity.

XAVIERIf you're referring to the incident with your son Kevin, suggesting that I should consider isolating Jean for the rest of her days, then I'm afraid you have sadly mistaken me for his negligent father -

MOIRA(flash of anger)

Proteus is just a boy, Charles! He cannot control himself. I had no choice!

XAVIERThere is always a choice Moira, and you chose to take away his place in the world, and any chance your son had for a life outside this prison -

MOIRAYou're wrong, Charles. I chose to help Kevin despite what his father wanted. Joe, can hardly stand to be seen with his own boy! Do ye have any idea what that does to em? The slightest difference in emotion snowballs a chain reaction and it doesn't stop!

XAVIER (CONT'D)

(MORE)

89.

Not until all the pieces fall. Kevin throws a tantrum and people die, Charles! I've tried everything. Ye cannot hope to control someone with that sort of power -

XAVIERSo you'd rather swallow the key, when there's a chance his power can make all the difference in this world. Obviously, you haven't tried everything...

MOIRAAll power corrupts, Charles. Ye cannot truly know someone, until ye give them power. Ye think ye know her now, but she's no longer the woman ye once knew. Not anymore. (Foreboding.) I've seen those eyes before, Charles. One day she'll realize she doesn't need ye. And she'll turn. And there will be not a blessed thing ye can do to stop her. Ye let her go now. And ye risk everything ye've worked so hard for.

Moira leaves. Xavier thinks, deeply. Through the window, Moira enters the lab, appraising Jean. Xavier and Jean turn to look at each other simultaneously, Xavier turns. Leaves.

INT. MOIRA'S FACILITY, MUIR ISLAND - DAY

Gambit sits beside Rogue’s hospital bed, tossing cards into a trash can across the room. Rogue’s eyes flutter open...

GAMBITHey, cher...you sleep a long time.

Rogue moves upright, groggy as ever.

ROGUEAh must’ve fell asleep a dozen times before ah realized ah was dreaming... What ah miss?

The sound of two headstrong voices can be heard. Wolverine disgruntled with another male, not Summers. An Irish tongue we haven’t heard before.

MOIRA (CONT'D)

90.

LOGAN (O.S.)You wanna try that again. We almost lost someone - we don’t need you marching in here like some God damn St. Paddy's day parade!

BANSHEEYe got a problem with the way I sound, let's take it outside then. Come on - I've got a secret for ye -

LOGANI don't know who you think you are, lucky - but if you don't want me to carve you a new wind pipe, you can go back to guarding your pot of gold -!

BANSHEEEy, this is moi neck of the woods, boyo. Unless ye have a pint of decency in ye voice when talkin to the Irish, ye best keep a good pair of fists on ye!

LOGANDeuces wild, bucko. (Claws extend.) Looks like you ain’t so lucky after all.

Gambit shuffles cards...

GAMBIT(Shakes head)

Everybody wanna be Gambit for Marti-gras, eh?

A door slides open, Xavier and Moira enter -

WOLVERINE (O.S.)Shut-it, Cajun!

BANSHEE, the Irishman, blond, mid-thirties turns to -

BANSHEEMoira...

Banshee shoves Logan on his way toward Moira and Xavier.Ye didn't tell me ye guests were the X-Men.

MOIRAAye, nice to see yer already getting to know one another.

91.

XAVIERLogan, what have I told you about self-control?

WOLVERINEI don't have self control?...

Logan’s claws retract.

MOIRAYe can calm your nerves everyone. Jean is going to be just fine.

Summers heads for the lab - Moira halts his advance.At ease, Mr. Summers, now - I know yer concerned for her, but right now she mustn't be disturbed.

XAVIERMoira's right Scott, Jean is in a delicate state. She needs time.

An agitated Summers, leaves the room. Banshee caresses Moira lovingly, kissing her face. Moira is reluctant to give in to him in front of Xavier.

MOIRA(to Banshee)

Not now, Sean.

XAVIERAnd, you are -?

MOIRACharles, this is -

BANSHEE(smiles)

Shawn Cassidy. It's a pleasure to meet ye, Xavier. Moira has told me a great deal about ye.

Banshee extends an arm. Xavier grins, iffy, shakes his hand.

XAVIERI'm sorry - I cannot say the same.

MOIRAShawn and I are...

Banshee grabs Moira indicating a generous wedding ring, juvenile, delighted - Moira bashfully withdraws from him.

We're getting married, in the spring.

92.

Xavier’s mind reeling, disheartened.

BANSHEEIt would mean the world to us if ye could come. Your X-Men are welcomed too, of course. Except for the fella with the back-scratchers for arms.

XAVIERWill you excuse me for a moment.

Xavier wheels away, emotionless. Moira turns to the X-Men.

MOIRAYe've all had a long journey. I haven't the room for the lot of ye here so, Shawn opens his home to ye for the time being. Charles, Mr. Summers and I will stay behind and look after Jean.

BANSHEEAye, Ye all look like ye could use a cold pint of cider and a good nights rest -

EXT. CASSIDY KEEP - CONTINUOUS

A birds eye view of Cassidy Keep, a marvelous castle. The sound of chopper blades, deafening, but the voice of Banshee can still be heard:

BANSHEE (V.O.)...Tonight, yer all to be my guests of honor at Cassidy keep. A castle built by my ancestors, on the Atlantic coastline of Mayo county, Ireland. It might not be what yer used to, but when the sun sets, and the heavens put ye on yer back, I promise, ye won't want to leave...

EXT. ROOF, CASSIDY KEEP - CONTINUOS

Banshee leads the gang out of the helicopter into the -

INT. ROOF ACCESS HALLWAY, CASSIDY KEEP - CONTINUOS

MAGGIE, sixties, a querulous red-headed rapid spit-fire, flounces toward our heroes -

93.

MAGGIEWhat's all this, Shawn? Are we under investigation? Wink if we are - I've a few things I'd like to hide.

BANSHEEMaggie, meet the X-Men. Our company for this evening.

MAGGIE(Annoyed)

It's Margarett, Shawn. For the hundredth-millionth time! (To the X-Men.) No one calls me Maggie any more, Not since his dear ol da died - God rest his soul.

Maggie pinches Banshee's cheek.Though he is a spitting image of his da, the real lord of the castle, him and I were very close. Not like this one.

Maggie slaps him. Gentle enough. I've been folding his beddings and picking up after him since he was a wee boy, and look at the thanks I get in return: (Mockingly.) ‘Maggie, come meet our company. Maggie, read me a bed-time story. Maggie, there's no more vowels in my alphabet soup!’ That's what's wrong with this generation and age, no respect for yer elders. None at all!

BANSHEEMargrett is a long time friend of the Cassidy family -

MAGGIEYe bloody right I am, and too long if ye ask me, but a mighty cook at that. Let's not forget tonight's feast I forged well enough to bribe yer Interpol friends, out of whatever trouble ye've gotten yerself into this time. (Whispers, to Logan.) Shawn keeps his stash of unmentionables in the master bedroom, (Voice rises.) I suggest ye start there.

94.

WOLVERINE(grins)

What I tell ya, Shrek's got a pot gold.

Maggie locks onto her next target, Beast.

MAGGIEWhat's wrong with this one?

Maggie looks him up and down. Have ye no manners, wearing a mask like that in broad day-light - So, ye can see everyone but no one else can see ye? That hardly seems fair, if ye want my opinion.

Maggie steps to Beast. I might’ve lost me glasses but I still know a joke when I see one.

BEASTMiss, I assure you -

Maggie’s feet step on his. Taller.

MAGGIE(poking Beast’s belly)

Now, ye listen closely, laddie. I know yer kind. And no one's gonna make a fool outta Margrett Mcbride. Ye big lummox... Now, take it off!

The X-Men’s silent laughs begin to crack - Beast turns to Banshee, clears his throat.

BANSHEEMaggie, kindly escort our guests to their rooms and fetch them suitable garments, will ye?

Maggie backs off of Beast.

MAGGIEI will if I must. (Points at Banshee.) But don't even think about asking me for anything else! Ye can bet your arse after this I'll do whatever the hell I damn well please!

Maggie waddles away.Ye don't ask a vet to go to war after he's lost an arm!

(MORE)

95.

(Signals to the X-Men.) Come on, quickly now, times ticking and so am I - Saints preserve the poor soul who's got any back-talking in em!

Margrett leads the group down the stone hall.

INT. ROGUE'S BEDROOM, CASSIDY KEEP - MOMENTS LATER

Maggie fumbles through a trunk of garments centuries old, Rogue stands in a bath towel nearby, a human rack as Maggie dumps dresses from the open trunk onto Rogue...

MAGGIEThis room used to be a study, until his great grand father, married a Duchess named Elizabetha, that woman ye see up there on the wall...

Rogue turns to view the painting behind her.

ROGUEWhat happened to her?

MAGGIEDied of old age, who knows, really. No one ever keeps track of these things. Or at least no one ever told me about it - bless her soul. Apparently, she did keep a nice skirt on er...

Maggie reveals a dress. Rogue lays the heap of garments on the bed.

MAGGIEShe had a ample bottom like yers. Look here - that's a lovely gown, isn't it? Now, let's have a look at ye -

Maggie holds the gown up to Rogue's bare shoulders as to compare its size, Rogue flinches, severely -

ROGUENo -!

MAGGIECalm, down - my God... I'm not gonna hurt ye lass -!

MAGGIE (CONT'D)

96.

ROGUEAh'm sorry. People touch my skin and...look, ah don't wanna put you in the hospital, ol gal.

MAGGIEWho are ye callin old?... And I happen to have an immune system tough as an ox. I’ll have you know my ancestors survived the black plague, but just to be sure - ye haven’t got a disease of any kind, have ye -?

ROGUE(lower)

At times, it sure feels like it...

MAGGIEIs it contagious? (Raises a garment.) Cause I haven't the slightest clue how these gowns might react to a thorough washing.

Maggie inspects the dress more closely. We wouldn't want its next host to catch anything. Of course, we could always run a torch to it after we get it off ye. Well, speak up?!

ROGUEHoney - the only thing you catchin from me is a bad case of cold shoulder.

MAGGIEFair enough.

Maggie dives back into the old trunk -

INT. LOGAN’S BEDROOM, CASSIDY KEEP - MOMENTS LATER

Maggie emerges from inside an old trunk, similar to the last.

MAGGIEYer a Tough one to shop for, aren't ye? - What do they call ye anyhow?

LOGANLogan.

97.

MAGGIEReally, What kind of name is that? British, Scottish - what?

LOGAN(sarcasm)

Australian.

MAGGIE(smitten)

I knew it! I knew ye were an Aussie. Ever since first laid eyes on ye, I said to me self: ‘that man knows koalas.'

LOGAN(annoyed)

Really?

MAGGIEAye! Ye ever find that pets often reflect their owners? Ye know, like one is shaggy and come to find the owner is quite tall and scraggly emself, ye know - like shaggy and Scooby. So I said to me self, that man, has a kinship with koalas.

Logan’s claws, SHINKT! - Maggie dives back into the trunk...

MAGGIEYe hair, how do ye get it like that? - Is it natural?

INT. STORM'S BEDROOM, CASSIDY KEEP - MOMENTS LATER

Maggie now by the closet fishing for gowns.

STORMUm -

MAGGIE(impatient)

Never-mind, lass...it's finding a gown to match that complexion of yers, that's the hard part.

Storm is taken aback, Maggie sees this, remedies.

MAGGIEThough, I'm quite jealous - ye have beautiful skin.

98.

STORM(smiles)

Thank-you.

MAGGIEWhere ye from, dear?

STORMCairo.

MAGGIECairo? - Where on God’s green is that?

STORMAfrica.

Maggie browses the closet.

MAGGIENot much sun here in Ireland. We're all as pale as the ghost of Christmas past... Last time I sat in the sun too long, I came out redder than a ripe tomato. Ah, here we are! Come - come now, try this on.

Maggie pulls an item covered in plastic, holds it up to -

INT. GAMBIT'S ROOM, CASSIDY KEEP - MOMENTS LATER

Gambit. Looks down at it, disenchanted...

GAMBITNot my style.

Maggie withdraws the item.

MAGGIEOh, come off it now. So, picky! Are ye eating at the table or are ye dancing on it -?

Maggie returns the item to the closet.

GAMBITYou tryin make Gambit look like some Joker card -!

Maggie turns to Gambit.

99.

MAGGIEDid ye just refer to yerself in the third person? (Chuckles.) Just when I was beginning to think ye were the smart one.

Maggie reaches into the closet. Pulls another item, turns to -

INT. BEAST'S ROOM, CASSIDY KEEP - MOMENTS LATER

Beast stands there, insisting.

BEASTPardon me madam, but perhaps -

Maggie throws an outfit onto the bed.

MAGGIEYou’ll have to make do with this one.

Beast hoists the outfit, examining. It’s... Tiny.

MAGGIE(O.S.)And, try not to get any of yer blue on it. (Exhales.) Right then... Dinner’s in an hour!

Maggie heads for the door. Pauses, insulted by the silence, she turns to Beast -

MAGGIE(sarcasm)

‘Thank-you, Margrett...’

BEASTThank-you, but -

MAGGIEToo late, Monster’s inc! (Shakes head.) Humans, mutants, yer all the same to me - ye have, no manners!

Maggie slams the door.

INT. VIEWING ROOM, LAB, MURR ISLAND FACILITY - EVENING

Moira peers into a microscope. A signal beeps. Moira turns to the glass, footage from a security cam, gone offline.

Moira rises, sees Summers beyond the transparency sitting beside Jean. She opens a draw, pulls out a taser gun -

100.

INT. HALLWAY, MURR ISLAND FACILITY - MOMENTS LATER

Moira’s steps echo down the hall, she rounds the corner, suddenly, swatted by a blunt object - she yelps, stumbles. She turns aiming the taser, but is BLASTED!

Moira notices her assailant. A shillelagh wielding taker and swindler clothed in darkness is known as, BLACK TOM.

MOIRAYer a monster!

Black Tom steps toward Moira, into the light.

BLACK TOM(grins)

Now don't take it personal lass. This is just moi way of saying... 'Welcome to the family...'

INT. OUTSIDE ROGUES BEDROOM, CASSIDY KEEP - MOMENTS LATER

Gambit knocks on a large wooden door -

INT. ROGUE’S ROOM, CASSIDY KEEP - CONTINUOUS

Rogue fumbles tightening the laced corset of her dress.

ROGUEOne second!

INT. OUTSIDE ROGUE’S BEDROOM, CASSIDY KEEP - CONTINUOUS

Rogue opens the door just wide enough. An apathetic disposition at first.

ROGUEWhat do you want, Remy?

GAMBITYou know what I want, cher...

ROGUE(a beat)

Ah'm sorry, you're gonna have to be more specific.

GAMBITCome to dinner with me, Rogue.

101.

ROGUE(reserved)

Ah ain't dressed.

GAMBITNeed a hand?

ROGUE(annoyed)

Here’s an idea, why don’t you find a nice quiet corner and give yourself one, swamp-top.

Rogue begins to close the door - Gambit’s foot jams it -

GAMBITWait a minute, Cher...

Rogue sees this, looks at Gambit, vexed.

ROGUEYou lookin ta loose that leg?

GAMBITMaybe you afraid he get too close, huh? Afraid you remember how good it feels to be close to someone and if Rogue give in now, den all this time she spent running...would've been for nothing. But Gambit’s, not afraid, mon-cher.

A beat. Rogue considers...

ROGUEYou're right. Ah've been tucked away in my own little world, wallowing in self-pity and here you come like a knight and shining - saving me from all this heartache.

Rogue opens the door wider, touches him. Rogue's attitude changes to sexy, seditious.

Why, that's mighty noble of you. Ya know - it's been so long since I've felt the loving embrace of a real man...

Rogue allows her dress to fall - Gambit, framed between her legs, enthralled.

ROGUE(come hither)

Come here...

102.

Rogue pulls him in for a kiss, Gambit leans in, his lips pucker - WHAM! - the door slams - everything shakes. Gambit turns away, disappointed.

GAMBITSheee-it.

The sound of knocking at a door -

INT. OUTSIDE STORM’S BEDROOM, CASSIDY KEEP - MOMENTS LATER

Logan stands waiting before a large door... It opens, Storm is there, dressed in an extravagant gown. A bedazzled Logan appropriately dressed in renaissance age attire.

LOGANGot these from the master bedroom...

Logan presents a handful of flowers. Storm takes them, whiffs.

STORMDey're beautiful.

Logan raises his arm, inviting.

LOGANReady?

Storm is smitten.

STORMYes...

Storm takes his arm in hers - leave together.

INT. XAVIER'S ROOM, MURR ISLAND FACILITY - MOMENTS LATER

Xavier studies the night sky from his bedroom window. He turns to leave, double-taking, wincing from an intense light. Realizes its gunning toward him - Xavier hits the deck.

KA-SLPOOSH! - The light impacts, swirls. Xavier turns to it, wincing then, the intense light fades... To his disbelief, he lies adjacent to the Alien Humanoid from his dreams. It collapses, its piping hot helmet drops...

The Alien rises. Hair a raven’s plumage. It presses a button on its collar. Its space suit dematerializes, revealing a female form in a dark clinched outfit.

103.

Silence is pierced by the smooth familiar female voice of the Shi’ar alien known as, LILANDRA.

LILANDRACharles Xavier... I am, Lilandra.

XAVIERI can understand you... but, how?!

LILANDRAThe heart transcends that of the mind. You need only listen.

XAVIERSo, it was you haunting me in my sleep. What is it that you want? Why have you come here?

LILANDRAI have come to warn you... You and your world are in grave danger.

XAVIERWhat, danger?...

Lilandra closes her eyes. Xavier follows...

The room fades, a sensation of sounds and images as we soar above Lilandra and Xavier coming up on: A SHI’AR COLOSSEUM.

LILANDRA The Shi'ar life-form known as, D'ken, seeks an ancient power. A power far greater than anything you could imagine: The M'Kraan Crytal...

They look up to D'ken, perched like a judge atop a hover platform backed by several Esteemed Cloaks. Closing in on D’ken’s iris everything goes black except a small glimmer of light, a magnificent pink lustrous prism with an irresistible sparkle. The M'Kraan Crystal...

LILANDRA (V.O.)...Since the dawn of time, the crystal has remained an inter-dimentional gateway between this world and that of our creators. The nexus of all realities...

Closing further in on the crystal, passing through its surface...

WHITE SCREEN

104.

LILANDRA (V.O.)...Every hundred million years, nine death stars align...

Black spheres swing in, orbiting then, they ease into a cross formation, activating a dark pulsing thread, indicative of the alignments completion.

LILANDRA (V.O.)...During the time of alignment the crystal is vulnerable to incursion. It is said, that who so ever possesses the crystal shall be granted limitless power...

Pulling out of the Crystal, no longer glowing, now in the hands of, D'ken. The Crystal grows rich with darkness, D'ken's eyes ripe with evil.

LILANDRA (V.O.)...But, D'ken is a ruthless tyrant with boundless greed, who will stop at nothing to fill the void of darkness which is his heart. The time of alignment is upon us. The M'Kraan Crystal must not be allowed to fall into his possession, lest the universe will cease to exist...

The image becomes the infinite web of nebulas infected by the darkness, the murky Monet implodes in on itself...

The dark stillness is pierced by the sound of an elevator, BING! -

INT. LOWER LEVELS, MURR ISLAND FACILITY - CONTINUOUS

An elevator door slides open, Black Tom grips his shillelagh tight around Moira’s neck. Black Tom ushers her down a hallway.

BLACK TOMJust a bit further, me dear.

Moira allows her body to give way, going limp.

BLACK TOMNow, lass - if yer not gonna use em, I'm gonna have to break em. And drag ye by yer locks like a case of luggage!

She straightens up.

105.

MOIRATom...what are ye doing? - I know ye!

BLACK TOMApparently, not as well as ye might think...

They move to a high-tech door, Black Tom presses a button on a control panel nearby. It slides open, they enter into a -

INT. HOLDING CELL, MURR ISLAND FACILITY - CONTINUOUS

Moira rebels one last time, mashing her heal in his boot - breaking free. Black Tom, SCREAMS! Hooks his shillelagh onto Moira's lab coat pocket - reeling her in - tossing a back hand - Moira yelps, falling onto a control console nearby.

BLACK TOMThat's quite enough heroics darlin. Now, shake hands and make up.

MOIRAI'll never forgive ye for what ye've done, Tom.

BLACK TOMA bloody shame. Ye shouldn't let other people stand in the way of yer happiness... And now, yer standing in mine.

Black Tom taps the console with his shillelagh: ‘hurry up.' Moira places a hand on a handprint scanner. It registers: 'Match confirmed.'

A section of the floor rises, revealing... A CRYOGENIC CAPSULE. The frigid blue lit chamber changes to violent red. The frost on the inside begins to decay. Someone inside, an older man, far from gentle. His name is, MAGNETO.

INT. KITCHEN, CASSIDY KEEP - MOMENTS LATER

The clanging of dishes and cookware litter our senses.

Female Maids, DEDE and SHELLY, gawk at the spread of males in the next room through the window of the kitchen door.

DEDEOh, saints bless us -

106.

SHELLYAye, the master's out done himself this time.

DEDELook there's your ride, Shelly -

SHELLYWho? Him?... The fella with the pointy hair?

DEDENah-uh...the blue one. (Chuckles.)

SHELLY(touches dede)

Oh, God! What a ghastly thought. Why, I'd never -

DEDEAye, it's a wonder how he gets out of bed in the morning with a face like that.

The Gossip Queens cackle in synch. Maggie moves through the kitchen, hoists a tray of food, catches a maid licking frosting off her thumb -

MAGGIEYe can wash yer hands after that...

Maggie moves toward the door, spots the Gossip Queens.Give it a rest ye gobshites. Ye keep talking like that an the walls will have your heads soon enough - one side!

Following Maggie through the swinging doors into -

INT. DINNING HALL, CASSIDY KEEP - MOMENTS LATER

A sumptuous Irish renaissance-themed banquet - Maggie places the tray of food on the table.

BANSHEEMutant registration campaigns have already started at Ireland's capital last week, Shortly after Moira's boi turned Ha'penny Bridge into a thrill ride.

(MORE)

107.

I do what I can with me families money to counter the efforts but I have a feeling things are gonna get much worst before they get better...

Maggie refills Logan's pint. The groups discussion volume fades into the background....

MAGGIELike a fish this one, by this rate we'll be out of the whole half dozen barrels come morning.

LOGANHalf a dozen?

MAGGIEAye.

LOGANGood, keep em coming.

Logan takes a drink. The volume of the conversation returns to normal.

BANSHEE...Mutant related incidents spreading all across Ireland: marching, pubs taking up arms, schools closing their doors and politics only add fuel the kettle bruin. And when the whistles sound, it'll be us without a crutch in the thick of it all.

GAMBIT It's de same everywhere. If dere be a problem, mutants take de blame.

STORMIt is what we decide to do with dat blame, can make all the difference.

BANSHEEAye. Moira introduced me to a man named, Warren Worthington...

STORMAngel.

BANSHEE(nods)

We’ve been pulling our resources.

BANSHEE (CONT'D)

(MORE)

108.

Housing mutants away from highly populated areas, calling em sanctuaries. There's one in Newport, a secluded town not too far off. Figured we get as many of them off the streets and out of harms way. For all our sakes. (Chuckles.) Angel's da thinks he's funding a series of boot-camps.

WOLVERINEWe’ll need a few - the way things are goin.

STORMWe must ensure that does not become a necessity. If humanity does not wish to learn from it's past mistakes, then it may be doomed to repeat them. We must find a way to alleviate these issues, before the tide rises.

BANSHEEIf ye don't mind me asking the lot of ye...what happened up there, with ye friend?

WOLVERINEYour guess is as good as ours pal.

BEASTJean has been exhibiting strange behavior since the crash that should have reduced her to ashes. To our bewilderment, she somehow survived, rising out of the bay, proclaiming to be, ‘The Phoenix.’ A fire-bird in Greek mythology known for its longevity: Every five hundred years or so, ‘The Phoenix’ consumes itself by fire and a new Phoenix emerges from its ashes. Destined to live a life as long as its predecessor.

BANSHEESo yer saying... Jean cannot die?

BEASTWhat I'm saying is, we don't know how she managed to survive with no physical indication of trauma, aside from a minor concussion.

BANSHEE (CONT'D)

(MORE)

109.

The Professor has theorized it to be a compound mutation but we have yet to fully determine the implications of her death defying deed.

Banshee considers this, puzzling.

BANSHEEChrist...

Banshee drinks from his pint.

BEASTPrecisely.

INT. XAVIER'S ROOM, MUIR ISLAND FACILITY - CONTINUOUS

Xavier sits opposite to Lilandra.

XAVIERWhy, me? Why, here? Why, now? Out of all the places in our vast universe you came to Earth.

LILANDRAI belong to a race known as the Shi'ar. We believe that the soul is created imperfect, one half of a whole. Each half destined to find the other out of great desperation, or extreme loneliness. I did not choose you, but we chose each other.

XAVIERLilandra, I -

Lilandra moves close to Xavier.

LILANDRAHow precious it is to hear you speak thy name, Charles Xavier. I have waited a lifetime for you. However, it is with deep regret I stand before you under such circumstances. (Crouches.) Please, will you help me in my quest to stop D'ken and save the universe?

XAVIERI could not imagine a more rewarding journey worth taking.

BEAST (CONT'D)

110.

INT. LAB, MOIRA'S FACILITY - CONTINUOUS

Summers still at Jean's side, Closer in on a glass of water. A muffled, THUMP - water ripples.


A louder - THUMP! Demands their attention. Lilandra rises, turns, alarmed.

LILANDRAWhat was that?!


Summers looks at Jean’s IV bag - THUMP!! - the whole room shakes. He rises, alert.

INT. XAVIER'S ROOM, MUIR ISLAND FACILITY - CONTINUOS

Xavier touches his head, focusing. The thumping quickly escalates to a thundering runner’s pace -

LILANDRACharles -?!

XAVIERI don't know, Lilandra. Whatever it is, it’s (Realizes.) Oh, no... Cain!

The wall EXPLODES! Dust settles, revealing ten feet of crimson wanton destruction, also known as, JUGGERNAUT.

The Juggernaut spots his prey, charges for -

XAVIER(Shoves Lilandra)

Lilandra!

Xavier dives out of his wheelchair shoving Lilandra - Juggernaut obliterates his wheel chair - Lilandra falls, reaches for Xavier.

LILANDRACHARLES!

Juggernaut lifts his gigantic boot.

JUGGERNAUTSo long, Chuck!

111.

Xavier looks up in terror, Lilandra looks on helplessly. Optic beams - SLICE across the screen - chopping away at Juggernaut in short bursts - throwing him off balance - he STUMBLES into the far wall, cratering it.

Summers moves to Xavier, Lilandra is there, they hoist him.

XAVIERLeave me! - Get her to safety -!

LILANDRAI stay by your side!

Cyclops turns to Juggernaut. Juggernaut tosses a dresser at them, they dive, dodging - it SMASHES the doorway, blocking their escape.

INT. DINNING HALL, CASSIDY KEEP - MOMENTS LATER

The group discussion now divided - the mountains of food diminished to mounds. Rogue observes Storm and Logan intimate.

ROGUEThey’d make quite a pair.

GAMBITYou know, dey say dat dose moments already happened...

Indicates a ‘two of hearts’ card. Places the card back into the deck.

But you see, da the dealer, has to make sense of it all. He ain’t gonna give you all sunny days and no rain clouds. Uh-uh, not at first...

Shuffles them. Gambit spreads the cards on the table: diamonds, clubs, spades, all facing up.

Den, de right card comes along and... Voila!

Gambit flips the card at the end, starting a chain reaction, revealing all the heart cards facing up.

Suddenly, you realize dat de dark days are just shadows of de real deal.

Rogue sips from her chalice of wine. Dismissive.

ROGUEThat’s real beautiful, Gambit...

112.

GAMBIT(grins)

Plenty where dat come from, cher...

Gambit leans toward Rogue, suave. When you ready to know Gambit’s secret - just say the word.

Rogue rises with a chalice, SPLASHES wine on gambit, SLAMS the now mangled chalice back on the table -

ROGUE(flash of anger)

Clean up your act, Cajun - you don’t think ah know what you’re doin?! Wanna see real magic?! Watch me disappear!

Rogue leaves. The others react. Gambit does as he’s told. Wolf whistles...

Suddenly, everyone freezes -

STORM (O.S.)Logan?...

Logan looks to a fork as it slides across the table toward the far wall along with other utensils. Dede’s tray of soiled dishes, tips - CRASHES!

Rogue, on the staircase, stops, turns.

The group rises. Larger metal objects are drawn to the far wall... Storm yelps - her earrings snatched out her ear.

Maggie and Shelly enter -

MAGGIEWhat is it?! - What’s happened now?!

Logan tries to resist as he is inadvertently pulled toward the wall -

Rogue spots Logan - she takes flight - grabbing him before the wall takes him - pinning Logan between her and a large statue -

ROGUEGotcha!

The Gossip Queens squeal as their metallic accessories drag them toward the wall - Following Maggie as she floors it - exiting into the kitchen -

113.

MAGGIENo-ho-hooo, sir! - Thank-you, very much!

A barrage of miscellaneous metallic objects CRASH against the far wall - the Gossip Queens slam against it - Shelly lands facing a medieval knight’s helmet - she SCREAMS hysterically as it CRINKLES flat. The gargling of stone - BOOM! A huge chunk of wall is extricated.

Enter, Magneto.

MAGNETOMy, my...this is a special occasion indeed.

STORMMagneto...

BANSHEEWho do ye think ye are, barging into me place of residence, unannounced?! I'm not impressed!

MAGNETOYou needn't be. I have not come to impress you -

BANSHEEThen state your business and be done with it!

MAGNETO(surveys)

So, you must be Xavier's ambassadors. Here to spread peace to mankind, human and mutant alike. Touching really, It's beyond my comprehension how he manages to persuade so many, obviously lost individuals, to his senseless cause. We're all aware of what the future holds. It's only a matter of time before the trumpets sound and the streets flood with the blood of our kind.

STORMThen, I suppose a war is your answer...

114.

MAGNETOI do not believe it is a question of war, my dear, but a question of when. And the time for asking when has come and gone - now we fight for our stake in the world or yield to their fears, their injustice, their hatred. If that is the peace which you fight to keep, you are every bit of foolish to me as they are and deserve to suffer amongst them for your acts of treason!

BEASTIt is not treasonous for one to desire peace, no matter the cause. However, it is tyrannous to harm the innocent in order to punish the guilty few!

MAGNETOIs that you, McCoy? Alas, we see your true colors. And I must say I find it to be very a dep-ressing shade.

Beast scowls.

MAGNETO(grins)

The needs of the chosen few outweigh the needs of the many, Mr. McCoy. It is with a heavy heart that the innocent must perish in order to ensure our survival - I will not gamble with our futures. In fact, I'm giving Xavier my final warning. (More serious.) The next time his puppets take stage, they will become the firewood I use to warm my cold unbridled heart.

WOLVERINETell him yourself, pal!

Wolverine leaps forward at Magneto. Magneto gestures - Wolverine freezes in mid-air, hovering helplessly before his new master.

MAGNETO(laughs)

That's the spirit - come at me with all your strength without entertaining a single thought...

115.

The dog tags from around wolverine’s neck, zip to Magneto. The Wolverine... Yes, I've heard all about you and your adamantium skeleton. And just what were you hoping to accomplish charging at me like that? Longing for an honorable death, are we? Well, allow me to assist you -

Magneto throws his hand over his shoulder - Wolverine is LAUNCHED out of the opening -

MAGNETOAfter him...

Storm takes flight after him.

MAGNETOYour compassion makes you weak.

GAMBITEnough of dis garbage!

Gambit tosses a kinetic card at Magneto - Magneto raises a fist - summoning rubble, forming a spire - a section of the spire BLOWS into a cloud of dust -

Beast pounces, ROARING, flipping off the chandelier, landing at the end of the dining table - the opposite end of the table flips up and overhead Beast adds momentum - LAUNCHING the table at Magneto -

Magneto spreads his arms gathering a plethora of large stones, he claps his hands together - the stones SMASH into one chunk - The table SMASHES into it, drops. Beast lunges at magneto - a stone SMASHES Beast back.

Gambit throws several kinetic cards, SHATTERING the stone barrier, the fragments of dishevel stone SWARM, the bees to a hive freeze. Magneto motions at Gambit - Launching them like automatic ammunition. Rogue, at the snap of a finger defends Gambit, the stones BUST against her back, Magneto turns his magnetic rifle to Banshee, he sprints, spreading his cape -SHOUTS! - Super sonic waves propel him air-born, evading.


Wolverine falls, fast approaching the rocky shore. Storm swan diving after him. She throws a palm toward Wolverine - a gust of wind swirls upward slowing Wolverine’s decent. Storm catches him, they embrace - spinning off the surface of the water, into the ember sky...

116.

INT. XAVIER’S ROOM, MURR ISLAND FACILITY - CONTINUOUS

Moira peeps into Xavier's room, devastated. Spots Xavier.

MOIRAOh my goodness... Charles!

Juggernaut recovers, Summers leaves Xavier, turns and faces Juggernaut who begins to move at him. Summers BLASTS at the ground beneath him.

Upon Juggernaut’s fall, he SMASHES the ground with double hammer fists. An Earth shattering SHOCK WAVE launches them.

Moira sees this, dodging debris, leaves, stumbling to -


A desperate Moira moves to Jean, removing her IV, pushes a button - her bed tilts up. Moira begins tapping her face.

MOIRAJean? Ye've got to get up now darlin!

Jean is unresponsive.

INT. DINNING HALL, CASSIDY KEEP - CONTINUOUS

Storm and Wolverine enter from the opening.

Rogue in flight dashes after Magneto - his acceleration seems almost instantaneous. A kinetic card slices in front of Rogue, she dodges, not missing a beat -

ROGUEWatch it, Cajun!

GAMBIT (O.S)Whoops! Sorry, cher!

Pieces of stone break from the walls and ceiling, a cluster of hazards between Rogue and Magneto... Rogue yelps, SMASHED by large stones - Rogue STRIKES an incoming stone - CRUMBLES!

MAGNETOTough girl... Durability, strength!

ROGUEAh'm getting tired of playing nice...

117.

Rogue removes a glove, and charges at Magneto.

MAGNETOAnd heart... A shame Charles undermines your potential. You'd make a fine addition to my enterprise.

ROGUEHoney, you barking up the wrong peach tree!

Rogue looses sight of Magneto for a beat, she spots him, back facing her as Magneto deflects several kinetic cards.

Rogue charges with a bare hand, Magneto spins vertically taking a huge chunk from the ground SMASHING Rogue - it EXPLODES sandwiching her against the wall.

Magneto summons a tornadic cascade of rock and metal. The X-Men look alive -

GAMBITBanshee!!

Gambit tosses a hot pink deck of cards - Banshee inhales deep, WAILS - the concussive SOUND WAVES deliver the kinetic cards at Magneto...

Magneto squeezes an invisible balloon - the vortex condenses to an igloo of stone and metal - KABOOM! - Magneto spreads his arms like a god - the harbored material ERUPTS from him in all directions -

Before the material can reach our heroes, gale force winds SMASH them against the wall.

MAGNETO(amused)

That's quite an impressive power...but, still no match, I'm afraid.

A chandelier breaks from its chains. The rings SNAP free of each other and fly toward the X-Men.

Storm tries to fly away. Rings latch onto her. Storm drops.

Beast leaps at Magneto, a ring coils around his feet, snatching him out of the air, lands facedown, more rings PLUNGE into stone around his arms and mid-section.

Gambit tries to throw a card when a ring finds his arm - twisting, tightening behind his back - he SHOUTS, crumbles.

118.

The ring finds and subdues his other arm. He spots another ring approaching, jumps to evade - the ring CLAMPS around his legs, drops.

Banshee dodges a ring, chest expands, he SHOUTS! - Almost instantly - WACK - Banshee is backhanded by Wolverine as the X-Man futilely fights for control of himself.

BANSHEEEy - what gives boyo!

WOLVERINEIt's...not - me... Doin this!

With every whim of his hand Magneto’s puppet strikes at Banshee.


Juggernaut readies for the kill. Rearing back to strike, Lilandra jumps in front of Xavier, arms spread -

LILANDRANo! If you wish to harm him, you'll have to kill me first!

JUGGERNAUTFamily first, sweetheart -!

Lilandra screams, swatted like fly - knocked unconscious.

XAVIER (O.S.)(flash of Anger)Cain, STOP!

Juggernaut approaches Xavier to deliver the final blow...

JUGGERNAUTCain is dead.

Closer in on Xavier, paralyzed in fear. This is it for him.

JUGGERNAUTSay onara, old chum!

Suddenly, Xavier is BLASTED by a force - Juggernaut's foot POUNDS the ground...

Juggernaut lifts his boot, inspects beneath... Nothing. He turns to the opening, Black Tom, lowers his smoking shillelagh.

119.

BLACK TOMAre ye finished then...smashin around like Banner.

JUGGERNAUTWhen I feel his bones crunch under my boot.

BLACK TOMAre ye trying to get us killed? I promised our friend no harm will come to Xavier. He stays alive...for now. Besides, we've enough blood on our hands, we needn't the entire mutant populous after us to avenge the death of this one too. Just get what we came for.

Juggernaut moves toward a motionless Lilandra.

JUGGERNAUT(grunts)

Every time I pick the vacation, you get all the fun.

Juggernaut scoops her up onto his shoulder with a hand.


Banshee, on the staircase, manages to keep his distance between him and drunken claws... Wolverine finds a window of opportunity to take action - jams his claws into the wall. Magneto sees this -

MAGNETOBehave yourself...

Magneto wiggles a key from its keyhole. Wolverine’s hand rejected from the stone wall, thrown at Banshee. Soon, Banshee is grazed - Banshee YELPS!

WOLVERINEEy - bub...no hard feelings right?!

BANSHEEAye, no hard feelings...

Banshee SMASHES Wolverine, hitting a brick of clay - Banshee recoils in pain -

BANSHEEOw -!

120.

Banshee continues to dodge adamantium...

WOLVERINE(Smiles)

Great party, Irish! Let's do this again sometime.

BANSHEEWhy are yer smiling?! - Yer gonna bleedin kill me!

Wolverine is LAUNCHED at Banshee - Banshee jumps from the staircase, grabbing the ends of his top - HOWLING! - Gliding for a moment, landing below...

Magneto motions, turning a door knob - his puppet shouts, cartwheels at Banshee. Banshee SCREECHES a torturous bedlam - stunning Magneto - the entwined X-Men wince in pain - Wolverine crashes - Rogue wakes up, covers her ears -

Banshee SCREAMS, moving toward a felled Magneto... Magneto opens his hand at the yeller - his helmet flies off his head, a speeding bullet - PINGS! Banshee in the face - slips on a banana peel...

Magneto rises, his helmet floats onto his head, snug. He motions, three metal rings ease to the floored Banshee - squeezing him, Standing him upright.

Magneto passes the X-Men moving toward his point of entry. Banshee, hovers unconscious behind him. Off Magneto’s look: Gambit eyes him. Then, Beast...

MAGNETOYou're a different bunch than your predecessors whom imprisoned me in an icy coma for the past decade. Well, I certainly would like to thank them for keeping me young. I've never known a more rejuvenating slumber.

Rogue rises, steps in Magneto’s path, pissed. Magneto halts.

STORM (O.S.)Rogue...

Rogue looks to Storm. Storm shakes her head slightly. Rogue looks to Magneto, she steps aside. Magneto takes a step forward, pauses, considers something... Then reaches for rogues outfit, tearing a long piece from it... Knotting it.

121.

ROGUE (O.S.)Next time, old-timer... You won’t be so lucky.

Magneto turns, ties the knotted cloth around Banshee’s mouth.

MAGNETOLive to fight another day... (To Rogue.) Until then, my dear.

Magneto and Banshee levitate - disappearing into the evening sky. Rogue moves toward Storm.

ROGUEAh sure as shootin wish you would've let me put a dent in that man's helmet.

Rogue crouches, bends metal off of Storm.

STORMWe were out matched and unprepared.

ROGUEYeah - you ain't kidding. This dress ain't made for flyin.

Storm is freed, she rises.

STORMThanks.

Rogue moves to free the other X-Men.

ROGUE (O.S.)So what now, shugah?

STORMWe find the Professor.

EXT. MUIR ISLAND FACILITY COAST - SUNSET

Black Tom surveys the skies. Juggernaut stands with Lilandra on his shoulder still unconscious.

JUGGERNAUTLooks like your friend's a no-show.

BLACK TOMHe'll show.

Magneto comes upon two shapes on the rigged coastline.

122.

BLACK TOMAye, here comes the lad now.

Magneto lands gracefully on the coast, Banshee floats behind him, still unconscious with a cloth tied over his mouth.

BLACK TOMI was beginning to think you let my cousin and his company get the better of you.

MAGNETOFunny you underestimate my power, Mr. Tom...they were merely appetizers.

JUGGERNAUTBunch of wimps...

Magneto noses up at the Juggernaut.

MAGNETOAnd, whom might I ask is this?

JUGGERNAUTThe unstoppable - maybe you’ve heard of me -

MAGNETOA big and burly brute like yourself encased in a metal shell poses very little concern to me. I was merely referring to that peculiar looking girl on your shoulders.

JUGGERNAUTWho you calling ‘little,’ Papa Smurf -?!

Magneto steps at Juggernaut, intimidating.

BLACK TOM(nervous laugh)

Ye needn't pay Juggernaut any mind, he's not in the right mood if he misses a meal. But with all do respect yer majesty... Ye keep out of our affairs, and we'll keep out of yers.

MAGNETOVery well...shall we proceed?

123.

Black Tom nods. Magneto spreads his arms, a section of ground beneath them RUMBLES... Rising above the landscape, then soars into the horizon along the shoreline.

EXT. CASSIDY KEEP - MOMENTS LATER

A large cavity in Cassidy Keep can be seen as the mass of Earth hovers toward it...

BLACK TOMWhat's this then?!...look what ye've done! I said I wanted to inherit the castle, not annihilate it!...ye left a bleeding hole in it the length of Ireland!

MAGNETOJust think of it as an investment.

The mass of Earth descends, parking on the roof of the castle. Juggernaut and Black Tom dismount the pile of Earth. Magneto influences Banshee toward them, dropping at their feet, coming to. Black Tom crouches to Banshee who cooks his brain with scornful eyes.

BLACK TOMYe didn’t think I’d give up me birth right without causin a fuss now did ye, cousin?

Black Tom rises, turns to Magneto.Eric me boi, It’s been... Advantageous. But ye best be gettin on yer way.

Magneto looks to the skies, sensing.

MAGNETONo... Something’s coming.

They look up to spot, warped space, sweeping in from out of nowhere, hovering above the rooftop for a moment.

Lilandra is awoken by the ships humming. The ship reveals itself, Shakari’s Red Cruiser, parks on the roof. It’s door hisses open. Enter, Shakari with a foreign case.

MAGNETOExtraterrestrials. Well, this certainly has gotten interesting rather quickly.

Black Tom approaches Shakari...

124.

BLACK TOM(Smiles)

Good to see ye again - ye’re looking well...have ye’ve got our money, friend?

SHAKARINot bad, for a bunch of barbarians.

Magneto, offended by this, gestures - Shakari's case flips out his hands and stops before Magneto.

MAGNETOThat would be the lesser kind.

The locks break, the case opens. They look inside.

JUGGERNAUTIt’s a stinkin rock -

SHAKARIA rare compound from the Shi'ar galaxy. One gram in a reactor can power the Shi'ar capital for several years. More or less several thousand for your primitive species.

JUGGERNAUTThe deal was ten million -!

BLACK TOMNow - wait a minute, lad. I know a couple a fellas in the dark bazaar willing to part with more than that for a find like this.

SHAKARIGood, now hand her over.

BLACK TOMShe's all yers.

Juggernaut stands Lilandra on her feet - shoves her at Shakari, he subdues her, whipping out a pair of space-age cuffs.

SHAKARIThe rebel Lilandra! I herby detain you by order of the emperor.

The space-age cuffs click home around their host.

125.

LILANDRANo! - Please! You must’nt...

Lilandra, goes wild, appeals to Magneto as they pass. Help me. You - you’re a friend of Xavier’s!

The mention of Xavier, intrigues Magneto. You must believe me. Please -!

SHAKARISilence, renegade!

Shakari strikes Lilandra’s face -


Xavier recoils as if he’d been punched... He is in a stupor, takes in the destruction. Moira sees this, responding.

MOIRACharles -?

XAVIERShe was here...

Moira helps Xavier upright, he gathers his bearings.

MOIRAWho, Charles -?!

XAVIERLilandra! Where is she?!

MOIRAThey must have taken her, but I don’t -

XAVIERI cannot loose her, Moira!

MOIRACharles, Listen -

XAVIERShhh! - Please! I have to find her!

Xavier closes his eyes, concentrating...

INSERT CUT: Off Lilandra’s look: In and out of a haze, Juggernaut stands by Magneto. The crenellated brim of the castle walls behind them.

126.

Xavier’s eyes open, shocked.

XAVIERMagnus!... But how -?!

MOIRAI tried to tell ye, Charles, I hadn't a choice. It was Banshee's blaggard of a cousin, Tom. Forced me to open his cell.

XAVIEROn the roof of a castle, we must assume it’s Cassidy Keep - knowing Eric he'd seek revenge for his previous encounter with the X-Men who've imprisoned him. (Sighs.) I was hoping the X-Men would have enough experience on the field to improvise a battle against the Juggernaut, but if Cain and Eric have joined forces, then I'm afraid we're in more trouble than I had anticipated. Nevertheless, much more than I can bare to imagine is at stake at the moment... We have to try.

Xavier closes his eyes in concentration once more...


Beast lies pinned face down on the ground, Rogue bends the last metal ring off Beast.

BEASTYou have my thanks.

Rogue rises, dusts off her hands.

ROGUEOl' boy sure knows how to leave a lasting impression.

Silence is ruptured by the impelling telepathic voice of Xavier. The X-Men listen inward attentively.

XAVIER (V.O.)Hear me, my X-Men... An extraterrestrial named, Lilandra has been abducted by Juggernaut.

(MORE)

127.

Magneto, appears to be with him on the roof of Cassidy Keep...however, it is imperative that you do what ever it takes to stop her from being taken aboard the alien spacecraft. I have faith in you, my X-Men. Good luck.

ROGUEThe odds just keep getting better and better, don't they?

STORMLet's go.


Shakari, escorts Lilandra toward his ship - Magneto pipes up.

MAGNETOWhat is your purpose with this woman?

SHAKARIDo not let this thespian fool you. Lilandra leads a band of exiles and heretics! She is to answer for her involvement with a conspiracy to overthrow our emperor. I'm taking her back to our sanctum to face judgement for her treasonous crimes.

LILANDRAI am princess of the Shi’ar - I'm trying to save the empire -!

SHAKARIEnough!

Shakari smashes Lilandra to the ground, aims his pistol at her head, it charges.

SHAKARII’ll make certain, you remain silent for the duration of our journey.

Lilandra braces herself. Magneto raises a hand - the pistol is yanked out of Shakari's hands and into Magneto’s. Dismantles, it’s pieces fall.

XAVIER (V.O.) (CONT'D)

128.

MAGNETONo...let us hear what she has to say.

Shakari, stunned. Vexed.


Jupiter's eye winking, a meteor spins into frame - PAHKOW! It shatters into a billion pieces at the bat of an eye by a blazing trail of red.

An otherworldly being’s POV: Two red fists frame the cosmic bodies racing pass. Soon, a pale blue speck in the center, Earth - The crimson fists burst into flames, zooming through the layer of clouds to... Cassidy Keep resting over the vast serene Atlantic ocean, a faint voice is heard...

LILANDRA (V.O.)I have seen the evil in his eyes. If he possesses the crystal, there won’t be a world left to rule...

From the otherworldly being’s POV: Lilandra is seen, zooming out hundreds of miles, but still fast approaching, then slowing up as figures take form on the castle roof...


A SONIC BOOM. They turn to, GLADIATOR. The emperor’s main muscle: a statuesque vision of immortality ripe with power, topped with a dark blue mohawk like a table saw. The X-Men arrive from the roof access, Lilandra moves amongst them.

SHAKARIGladiator...

Shakari falls to his knees in admiration. It is truly and honor to be in the presence of -

GLADIATORThe praetorian Guard does not honor you, Shakari. Your folly has disgraced the empire. I am to escort you and the fugitive back to Chandilar to stand trial before the Imperial Consul.

129.

SHAKARIYour grace... (Indicates the X-Men.) It was them who interfered. They are the cause of this!

Gladiator turns, spotting the X-Men for the first time.

GLADIATORThen, they too shall face the wrath of his highness, through me. (To the X-Men.) I will only ask once... Hand over the fugitive.

They stand their ground. Juggernaut steps over the invisible line of tension moving toward Gladiator.

JUGGERNAUTHow about I sweep the floor with that fun-house of a hairdo and whatever color runs through ya.

Juggernaut takes a swing at Gladiator, hits air. Gladiator grabs him, spinning him ferociously, levitating. Juggernaut’s screams can be heard fluctuating in and out as his speed accelerates with each revolution until the fluctuation becomes one continuous SCREAM...

The X-Men brace from the downdraft. Time seems to slow as Gladiator LAUNCHES Juggernaut across the Atlantic - water rip tides from his extreme velocity, following closer in as he rag dolls - skidding off the waters surface. A skipping rock.

Soon, Juggernaut runs out of water, bounces off the beach - BOOM! - decimates the face of a mountain. The X-Men react in awe of the large mushroom cloud of dust and rock...

WOLVERINEHoly Shit.

STORMMy, Goddess.

BEASTGood, heavens!

GAMBITMon, dier.

Gladiator descends among mere mice. He moves toward Lilandra.

MAGNETOTry that with me and y -

Magneto raises a hand, instantly - SMASHED against the wall. Gladiator’s hand lowers to his side from Magneto’s chest...

Magneto, wide-eyed, ramified, for a moment, his breath catches up with him. Collapses. His helmet falls off of his head, rolls stops by the X-Men, stunned.

130.

Black Tom ducks silently out of sight leaving through the roof access...

LILANDRAGladiator, you have the power to restore what was lost to the empire. And yet you've pledged your heart and soul to a mad man... Why?!

Gladiator turns to Lilandra.

GLADIATORI do not choose my path. My path is chosen by Imperial command.

LILANDRAThere is always a choice, Kallark, and you have chosen not to choose.

GLADIATORYou will address me as Gladiator, traitor!...and I choose to serve his majesty.

LILANDRAIs your sense of duty so great that you would jeopardize all existence -?!

GLADIATORThere are conditions my duty requires of me. Regarding fairy-tale as fact is not one of these conditions.

Gladiator moves toward Lilandra.

LILANDRAA poisonous vine cannot bare fruitful sustenance... Tell me you cannot be this blind!

GLADIATORIt is not my place to question my superiors.

LILANDRAThen you have doomed us all.

Gladiator grabs Lilandra by the arm, she yells.

LILANDRANo!

131.

Gladiator pulls the frisky Lilandra toward the Red Cruiser. Wolverine reacts - SHINKT!

WOLVERINEWell, you heard the Professor...

GAMBITEasy for you to say, what about de rest of us?

Rogue de-gloves, taking determined steps forward. Gambit lunges after her, grabbing her.

GAMBITNo, cher -!

ROGUELet go of me, Gambit! - She needs my help!

GAMBITDat's suicide!

Rogue pulls away.

ROGUEYou'll never understand me, Remy. Ah've done some terrible in my life. Ah, hurt people... Maybe this is my way of making up for the things ah did.

GAMBITYou don't owe her nothin, cher!

ROGUEYou do what you want, Remy...what kind of person would ah be if ah didn't try?

Rogue turns away from Gambit. Moves forward...

Gladiator hears Wolverine fast approaching, turns -

The wind breaks, in a flash, Gladiator is beneath him, fist SMASHING against his midsection - Wolverine grimaces - a splash of blood erupts from his mouth... All within fraction of a second.

The second is up. Gladiator seen standing there as if he hadn't moved at all. Wolverine’s scream fades fast as he rockets overhead - Rogue see’s this, flies toward Wolverine.

132.

ROGUELOGAN! HANG ON, AH'M COMING!

Beast bends the last ring of metal from Banshee. He rises, uncovers his gag, inhales deep then, WAILS at Gladiator, sound waves bounce off of him, ineffective.

Gladiator mocks Banshee by summoning a deep breath, exerting a BURST of air back at the X-Men - knocking them back. Gladiator looks up, then seemingly vanishes.

Rogue catches up with Wolverine still rocketing. Wolverine now thousands of miles above the Ireland coastline, reaching for Rogue, their fingers almost touch when - Rogue's stops - Wolverine shrinks into the distance away from her. Rogue looks down to Gladiator with a grip on her ankle.

He throws her away - she quickly recovers - comes at him. They exchange blows at lightning speeds. Rogue is nimble, rhythmic. Gladiator doesn’t hold back...

ROGUEYou wouldn't really hit a gal, would you?

The Earth rounds as Wolverine begins to fall against the blinding crepuscular light... Soon he sees Rogue and Gladiator, passing them -

WOLVERINEROGUE...HELP!!

Rogue SMASHES Gladiator away - dives after Wolverine. Gladiator recovers, pursues them.

Storm spots them, levitates. Thunderous clouds form. She gestures to Wolverine - a whirlwind forms, slowing him up - Storm’s eyes electrify - a plethora of lightning bolts SHOCK Gladiator, but he remains virtually unharmed.

Gladiator narrows in on Storm, his eyes glow deep red - emitting beams of scorching heat - Storm is seared, she screams, falls... Beast leaps up and off the wall - grabbing the crenalling catching her, over the ledge.

Gladiator takes aim at Rogue who reaches for Wolverine. Then, BLASTS a hole clean through her mid-section - Rogue gasps in shock...

She drops...

Wolverine manages to reach her, pulls her in close - smushing his face against hers - a heartbeat THUMPS...

133.

They spiral downward, cannon-balling through the castle roof - the dinning hall, then into the -

INT. CELLAR, CASSIDY KEEP - CONTINUOUS

Wolverine and Rogue CRASH into wine barrels.

EXT. ROOF, CASSIDY KEEP - CONTINUOUS

Gladiator descends from above and continues his relentless assault on the X-Men. Lilandra sulks, drops to her knees.

LILANDRA(telepathy)

Charles...

EXT. MUIR ISLAND FACILITY - SAME TIME

Xavier’s eyes close, focusing on Lilandra, sees what she is seeing.

LILANDRA (V.O.)(telepathy)

Charles... I wish you could see them. Your X-Men, fight valiantly... But I'm afraid their efforts lie in vain. Heaven forgive me.

Imagery of Lilandra's POV: As Gladiator struts toward her, Explosions erupt behind an unfazed Gladiator. He turns and begins to thrash the X-Men, dismissing their feeble attempts to rescue Lilandra.

Xavier begins to cry.

XAVIER (V.O.)No, the fault is mine, and mine alone. I have failed us all.


Jean lies idle. Suddenly... her eyes flare open, burning white, she levitates upright. The luster spreads, a fiery psychic aura proliferates...

Moira enters the lab - wincing from the radiant light.

MOIRAJean?!...

134.

The intense light diminishes - Moira spots the bed empty then, flames percolating through the untarnished ceiling.

INT. XAVIER’S ROOM, MUIR ISLAND FACILITY - CONTINUOUS

An overcast of bright orange light coming from the wall opening beckons Xavier’s attention, he turns to... The most breathtaking sight he's ever seen in his life.

EXT. CASSIDY KEEP - MOMENTS LATER

Lilandra confined into herself, a dark shadow looms over her as Gladiator marches for her like an angel of death.

GLADIATORCome princess, your judgement awaits...

Gladiator reaches for Lilandra, she withdraws from his invitation.

LILANDRANo!... Please!!

Suspense heightens then...Gladiator freezes, pulsing with power as he tries to move from an invisible hold. Lilandra, confused then, a light shines upon her, she turns to it. Do her eyes deceive her?

The X-Men get to their feet, astounded by the source of light. A recouped Rogue arrives on the scene with Wolverine.

ROGUEWhat in tar-nation?...

WOLVERINEIt’s Jean.

Jean Grey is, PHOENIX. An igneous winged celestial being of Earthy green and golden skin tight garments, accented with a gold sash and a three sided emblem of a phoenix at her heart. She hovers weightlessly as if gravity had no effect...

The voice of Jean Grey, omnipotent, yet pastoral, as Phoenix transmits speech through telepathy, although a sensation that can be heard by the ear:

PHOENIX (V.O.)I am one with the crystal, now and forever. Lilandra, is under my protection... Depart!

135.

Gladiator finds he can move again, steps forward, then hovers to Phoenix, confronting her.

GLADIATOR This traitor is my prisoner. I will not leave empty-handed.

PHOENIX (V.O.)Yes, you will... Whether or not you wish to be overcome before your departure, is in your hands...choose wisely.

GLADIATORAll who’ve dared challenged me have succumbed to my power... This time, shall not be the exception!

PHOENIX (V.O.)Very well.

The two titans stand off... Gladiator's eyes narrow. Phoenix's filled with a cool burning light...

In a bolt of red, Gladiator throws the first punch - a blinding flash of light - he hits flames - Phoenix reappears a hundred yards away, only the fire-bird remains - she gestures, the fiery wraith rises fiercely, Gladiator shouts, spinning wildly inside the flames -

Gladiator's ascent slows as he is met by Phoenix, with the swat of a fly, Phoenix LAUNCHES him - skips off the water’s surface...

Gladiator regains his bearings, rears back, projects a - BLAST of lethal laser-red retina beams -

Phoenix remains transcendent. The beam impacts her fiery psychokinetic barrier, the blaze of red proliferates in various directions... Holding for a moment on Gladiator, enraged, the blast swells as he, ROARS! -

The beam convulses. Phoenix gestures, the feathered beam curves reflecting back at its source, taking him over. Gladiator SHOUTS in pain - seizing fire. At the bat of an eye, he SMASHES at Phoenix's shield...

Pent up with frustration, Gladiator stops his assault -

GLADIATORCome out and fight, sorceress!

PHOENIX (V.O.)As you wish...

136.

The Phoenix fire-bird stops flaming, Gladiator is baffled. Phoenix corkscrews into a cyclone of heat and light, LAUNCHING Gladiator.

Back on the roof the X-Men look on, enlightened, reassured.

LILANDRABlessed Shaara...

WOLVERINEWell, I'll be damned.

ROGUE(chuckles)

Looks like she's giving ’ol Grimise a taste of his own medicine.

The sound of an engine firing up - the X-Men turn to the Red Cruiser.

STORM (O.S)Good riddance.

The Red cruiser folds, ascends, propels into the upper atmosphere...

Phoenix raises a palm to the sky. An electro-prismatic light ignites. A miniscule sun. She launches the psy-ball at Gladiator.

Gladiator recovers, spots the psy-ball heading straight for him, He soars upward - the psy-ball follows his path rivaling his speed. He soars upward against Cassidy Keep in the distance, Phoenix teleports beside him - driving a FIERY PUNCH.

He yelps - throws a punch - Phoenix is gone - reappears with a FLAMING AXE KICK - Gladiator is LAUNCHED into a wild spin. A flash of light - Phoenix's boots drive into his back, a nail hammered into the ocean causing a massive wave.

UNDERWATER

Gladiator fissures through the depths of the Atlantic. Clouds of debris emote as he rebounds on the ocean floor. He turns, spotting the psy-ball - BOOM!!

ABOVE THE SURFACE

A dome of water and light swells as the extraterrestrial is cannon-balled, Phoenix is there, she gestures - Gladiator stops mid-fight at her will. The stiffened Gladiator slowly rotates to face Phoenix.

137.

GLADIATOR(panting)

What...force of nature is this?

PHOENIXYou serve a mortal who's lust for power has endangered life...and yet, you hope to defeat me?

GLADIATORMy species is known throughout the universe to have limitless vitality. Eventually, creature...you will tire.

Phoenix waves, a pendulum - Powerful force bolts STRIKE Gladiator then, Phoenix makes a semi-fist, squeezing...

Gladiator begins to squirm, uncomfortable... Phoenix's grip tightens, Gladiator can no longer hold it in. He SCREAMS. The most pain he's ever felt... Phoenix senses his pride fading, his ego waning... She permits herself a little smile.

Suddenly, the glow in her eyes fade. This is Jean, catching herself. Her smile fades and her hand lowers. Gladiator breathing heavily. He can move now. However, this time he chooses not to... Phoenix’s eyes brighten once more.

PHOENIX (V.O.)You're purpose here has ended, Gladiator, but you shall live, to tell your master to abandon his quest for the M'Kraan crystal...

Phoenix raises her hand, Gladiator follows, elevating unwillfully. Phoenix Spreads her arms wide, the fire-bird re-ignites. She claps her hands together, the igneous wings follow, funneling into a phosphorescent beam - Gladiator SCREAMS - cast into outer space.

Phoenix descends gracefully amongst the others. The Phoenix fire simmers and her hair falls to its natural state.

LILANDRAYou are the child of the crystal?!...the Phoenix of legend?!...

PHOENIXI am.

138.

LILANDRA(bows)

What honour it is to witness your grace... But I'm afraid the emperor will not give up so easily.

PHOENIXThat much is certain.

Lilandra spins frightened by the sound of a roaring engine -

LILANDRAHe’s here -!

PHOENIXNo... (Turns.) Friends.

The Black Bird rotates, its landing gear flares outward, it slowly descends then, parks. The ramp unfolds. Xavier enters with Moira and Cyclops (in uniform.)

Cyclops moves to Phoenix, embracing her warmly, but she stands bewildered.

CYCLOPSJean!... Thank goodness, you're alright. I thought I'd lost you!

He kisses her, Jean doesn’t reciprocate.

CYCLOPSJean?

NOTE: The character Jean Grey will be referred to as Phoenix depending upon which personality is active in that moment.

Phoenix, searches his eyes for a memory... She makes a connection and the needle hits the record.

PHOENIXI've missed you too, Scott.

CYCLOPSI'm so glad you're safe. Oh - never again.

Cyclops embraces Phoenix once more.

XAVIER (O.S.)You gave us quite a scare...

Phoenix turns to Xavier moving toward her.

139.

XAVIERAre you alright?

PHOENIXYes...but we all must prepare for what lies ahead... (Turns to the X-Men.) These next moments in time are critical. D'ken has amassed an army and it is on its way here to retrieve the final piece he needs to obtain the crystal.

LILANDRAAs long as I am here, Charles, you and your planet is in danger. D'ken believes that I possess an ancient artifact, preserved by our ancestors...

INSERT CUT: Lilandra enters the Ancient Shi’ar Temple with Shi’ar Rebels firing energy weapons at unseen targets. The Rebels guard the entrance while Lilandra moves to a totem below an inverted pyramid in the center of a dark blue room, a magnificent clockwork of stone, metal and alien engravings.

LILANDRA (V.O.)...I desecrated the Shi'ar temple built by my ancestors, hoping to find a relic when I learned of his plot to gain the crystal... But I found nothing...

INSERT CUT: The totem receives drops of liquid from the inverted pyramid above with each passing second. Lilandra reaches, catching a drop in her palm. Disrupting the flow. The room shifts, water gushes from above at all sides, a secret golden compartment is revealed. Lilandra looks upon the alter, where something should be... Nothing.

LILANDRA He will scorch entire valleys in search of a dessert flower.

PHOENIXNo. The relic lives. In you... You are the key, Lilandra.

LILANDRAWhat?

PHOENIXYour ancestors have bestowed you with a sacred blessing. That is why D'ken needs you...alive.

140.

LILANDRAI don't understand...

Phoenix raises her palm, Lilandra does the same, touching, revealing a design that glows through Lilandra's hand.

PHOENIXD'ken has violated a sacred covenant preventing him from acquiring your ancestor’s ancient sacrament. However, you are pure of heart, and a descendant of the royal bloodline. He wanted you to discover his plot, so that you could do for him what he could not.

LILANDRAHow do you know this?

PHOENIXMy bond with the crystal grants me a degree of cosmic awareness.

LILANDRASo, I am to blame for all this.

Xavier, unintentionally reads her mind.

XAVIERHe is, you're brother?...

LILANDRA(turns to Xavier)

Yes... I am heir to the Shi'ar empire.

XAVIERWhy didn't you tell me?

LILANDRAWould it have made a difference, Charles?... D'ken must pay for what he has done.

XAVIERMy brother was the monster who tried to kill me...we grew up together and although he torments me for who I am, I still have faith in him that he may one day see the error in his ways.

141.

WOLVERINEYeah, Good luck with that, Ghandi. So, Lilandra's it - what now?

GAMBITNow we play hide and seek, no?

BEASTAll things considered, a defensive strategem to obstruct an intergalactic empire would perhaps require assistance from a third, fourth, and perhaps fifth party.

Xavier realizes.

XAVIEREric.

The group turns to Magneto...who has vanished.

XAVIERWhere is Magneto?

ROGUEWhat makes you think ol’ bucket head would give a cows hide about helpin us anyhow?

BEASTAh, a classic proverb... ’The enemy of mine enemy is my friend.'

CYCLOPSSo that's it?...prepare for an alien invasion? There has to be another way.

WOLVERINEWe take the fight to him.

Phoenix nods in agreement.

PHOENIXStop D'ken, before his armies reach Earth.

CYCLOPSHow, Jean?

PHOENIX I can teleport us aboard his ship, though I will be temporarily weakened.

(MORE)

142.

D’ken has several telepathic spies, we must decide quickly. However, there’s a chance the moment we do, he will know we are coming.

WOLVERINEThere’s nothing to decide. This maybe the only shot we got at stopping him. We hit em fast and we hit em hard.

BANSHEEDoes this ride come with room for one more?

MOIRASean?!

BANSHEEYe know I love ye darlin, but I can’t pull up a chair and watch the world come to ruin. The X-Men are gonna need all the help they can get.

PHOENIX If D'ken is allowed to succeed, there will not be a force in this universe that could stop him...and there will be no where left to hide... Each of you were chosen by the crystal...

Phoenix raises a hand, harnessing a flame.Forged in the flames of anguish. Loneliness. Fear... Find your flame. (Makes a fist.) Embrace it. The fate of existence rests on our shoulders... More than a billion star systems... Lives beyond measure... Their survival depend on us. We must prevail.

EXT. SOMEWHERE IN THE MILKY WAY - MOMENTS LATER

The piercing sound, ripping, tearing of space fabric. The solid black of space burns into a Monumentous Alien Vessel.

INT. CONTROL ROOM, D’KEN’S SHIP - CONTINUOUS

An ecosystem of space-age technology, a sea of consoles and holograms. An operator for each island.

PHOENIX (CONT'D)

143.

SHI'AR COMPUTER(loud speaker)

Life-form, detected.

A bug-eyed Female Operator signals to the Shi’ar Captain. The Captain moves to her. Spots a shape in the image, leans in, shocked. The harsh, arduous voice of the emperor startles him.

D'KEN (O.S.)Speak, Captain!

The Captain turns to a hologram of D’ken close by.

CAPTAIN(nervous)

I-It's Gladiator, your majesty...

D'KEN(rises)

What?!...

The hologram of D’ken dissolves - Captain turns to Operator.

CAPTAINEnhance visual.

The operator motions to the hologram - a huge hologram of an unconscious Gladiator, aloof in the void is projected, enlarged - a low hum of chatter throughout the room...

The emperor looks on from the upper deck, smug with several Imperial Guardsmen by his side:

This ghastly pale seer is, ORACLE. Squeezed in a Natalie-pink skintight uniform. Hair an icy tone, reflective of her melancholy.

SMASHER, stands proud of his high-tech goggles and the symbol he bares on his torso resembling a capital 'T’.

The green alien is called, MENTOR. A metallic apparatus attached to his crown suggests his strength lies in his supreme intellect.

This Shi’ar alien in a uniform accented with a series of triangles is, ELECTRON.

D'KENGet him in here.

D'ken leaves. The Imperial Guardsmen follow.

144.

INT. THRONE ROOM, D'KEN'S SHIP - CONTINUOUS

Red boots frame a large thick metal door, it hisses open. D'ken sits atop a majestic throne with his Imperial Guardsman nearby. The red boots pace forward...

STARBOLT, male, encased in a blaze of fire. Gasoline, his morning coffee, liquid nitrogen, his iced tea.

MANTA, as the name suggests, her black and white scaly clinched suit resembles a manta-ray. Her eyes, foggy white.

The pale skinned male is, FLASHFIRE. The yellow thunder-bolt treading from his collar to his navel suggests a shocking persona.

This stone-clad humanoid is, EARTHQUAKE. Dark hollowed pits instead of eyes. Those who oppose him tremble to their knees.

FANG, a male humanoid with strong predatorial features, wears a necklace made of large sharp teeth as a memento of his triumph against a once fearsome predator.

The half-ton Goliath is NEUTRON. He houses the power of a quantum event horizon at his core. A black hole personified.

WARSTAR, a mechanoid symbiote of two separate beings. One is C'cil, a tank, slower but incredibly strong and durable. B'nee crouched in a cavity on the back of C'cil, more agile, intelligent.

The red boots belonging to... Gladiator, stop pacing. He kneels. Eyes fixed to the ground, ashamed.

D'KEN‘I will personally see to it that the traitor be apprehended, my king...’ Were those not your exact words?!

GLADIATORForgive me your majesty, I -

D'KENYou've allowed lesser life-forms to make a fool of you?! YOU?! LEADER OF THE SHI'AR IMPERIAL GUARD!...

A Shi’ar Maid stands frozen with a tray of hors d'oeuvres, D'ken back hands the tray - it CRASHES to the ground. The Maid fearfully curtsies, leaves the room.

145.

D’KENI’d expect this from that impudent dog Shakari, but not from my most TRUSTED PRAETOR!

GLADIATORThere was nothing I could do.

D'KENYOU HAVE SWORN AN SACRED OATH TO THE SHI'AR THRONE!... Do not forget that I sit on that throne! Will you betray me as well? TREACHEROUS WRETCH!

GLADIATORNo, your majesty -

D'KENTHEN WHAT, HAPPENED?!

GLADIATORYour majesty, the legend...was it not said that a being shall rise from the ashes on the verge of the alignment? A being with wings of fire -

D'KEN(laughs)

You've let my sister's tales of prophecy overcome your reason, sweet Kallark?

D'ken moves over to a Male Servant standing nearby, takes a grail from his tray. Sips it.

GLADIATORThe Guardian of the crystal, I have seen her. The Phoenix... (Looks at D’ken.) My Liege, I am your humble servant but, I must advise you against -

D'ken's eyes widen on: 'advise.' He rejects the brew, spraying -

D'KENYOU WISH TO ADVISE ME?!

D'ken places the grail to rest on the same tray, pulls out a dagger, plunging it into the Male Servant. The Servant reacts but does not drop his tray. He bows his head, and staggers away.

146.

D'KENIT IS YOUR INCOMPETENCE, YOUR FAILURE THAT HAS COST ME LILANDRA! THE FINAL CRUX I REQUIRE FOR LIMITLESS POWER!!

The Servant finally collapses - D'ken turns to the felled servant. Other Servants move to recover him... D’ken turns back to Gladiator.

D’KEN(calmer)

And my spirit...to be spilled.

Gladiator eyes the Servants. Hardened. D’ken turns, paces.

D'KENThe Phoenix... The Phoenix is just a legend, a myth to comfort the weak minded individuals of those who’d implore my demise...nothing more. The crystal beckons for me, it wants to be found, and I shall be its master. I will use its power to rebuild the world in my image, a world of boundless beauty and perfection. Nothing, can hinder, my hunger for it! Let the slitherers be plucked from the shadows. Let those who worship the gods kneel at my feet so that when the crystal is mine, and my power absolute, I may know whom to advocate. And whom shall ignite by my phlegmatic whim... No more excuses. The time of alignment is upon us. And I...shall not, be denied my destiny!

EXT. ROOF ACCESS HALLWAY, CASSIDY KEEP - NIGHT

Lilandra thinks deeply at the moon. Xavier moves to her.

LILANDRAI have been to many realms, Charles. Yours, is least in size. But most mysterious.

XAVIERI imagine that like the others, it has its good and bad qualities.

A strong silence.

147.

XAVIERI know what you’re thinking... Sacrificing yourself for the rest of us will not bring you the peace you yearn for.

LILANDRA(turns to Xavier)

You'd invade my thoughts without my permission?

XAVIERI don't have to, remember?... Have faith in my students, we will do all in our power to protect you and the crystal. It will never fall into your brothers hands.

LILANDRATheir is a saying we Shi'ar equate with such a time: 'A feather's weight cannot be measured in the midst of a raging storm.' I understand your efforts to quell my fears, Charles. But I alone, can ensure D'ken never completes his task.

XAVIERYou know that I could not allow you to do such a thing -

LILANDRAAnd why not, Charles?! - End my life now and we've won?!

XAVIERYour life ends and D'ken wins. And I loose you, forever. Are you willing to accept responsibility for that as well? A life without you is one I do not wish to live.

LILANDRAI should have never gone into my ancestors’ temple.

XAVIERRegret will only impede a productive mind...you did what you thought you had to do. What any of the X-Men would have done.

A beat.

148.

XAVIERYou still care for him...

LILANDRAYou speak as if you know me, Charles...we grew up together. My heart suffocates to see the wretched person he has become. And now his essence lingers in the precious moments between you and I. How could I ever forgive him for the pain he's caused?

XAVIERYou forget, it was him that brought us together. You can't let hatred poison your soul, Lilandra. Or eventually it will consume you.

A beat.

LILANDRAWith all of my intellect, I cannot comprehend why our creators would allow such a thing...

XAVIERThe crytal...

LILANDRAYes. A means for an end - is that what is to become of us? To be, driven mad, to...build a castle of sand only to watch it wash into water.

XAVIERI suppose the answer to that question lies beyond the stars. The crystal could be a means to an ultimatum, or perhaps a new beginning.

LILANDRAFor all our sakes... Let us hope so.

INT./EXT. BLACK BIRD, ROOFTOP, CASSIDY KEEP - CONTINUOUS

Storm at the cockpit speaks to Jubilee on a screen.

149.

JUBILEEAfter careful surveillance, I’m afraid I have some rather disturbing news... You have a poltergeist, ma’am.

STORMI could call someone, are you sure you're alright?

JUBILEEPl-ease. Mall cops in Jersey used to call me Pop-Rocks. I think I can handle a few dum-dums.

STORMAlright, but dey will walk all over you if you let dem. Sit tight, we'll be home soon.

JUBILEEAnd Storm... Make it fast will ya.

A Mutant Kid dashes in the b.g. Tags Jubilee, shocking her.

JUBILEEOW -!

Jubilee jumps out her skin - Mutant Kids laugh. Jubilee turns, trips, the image falls into disarray.

JUBILEE(grunts)

Hey!... You guys are in serious trouble!

-- END TRANSMISSION

EXT. ROOFTOP, CASSIDY KEEP - CONTINUOS

Phoenix hovers over the castle in deep concentration. Cyclops gazes up at his beloved from the battlement. Wolverine swaggers to Cyclops.

LOGANMind some company?

SUMMERSWhat do you care? You're just gonna do whatever the hell you want anyway, right?

150.

LOGANNow we're gettin somewhere.

Logan lights a cigar.

LOGANLook Slim, in case the world goes to shit by tomorrow - I just wanna say -

SUMMERSScared, tough guy?

Logan blows smoke in Summers’s face, he ignores this.

SUMMERS(sarcasm)

Shame these circumstances don't happen more often...every hundred million years, the Wolverine is not a complete -

LOGANNow you're pushin it, bub.

Phoenix descends beside them, lovingly rests a hand on Summers.

PHOENIXAssemble the others... It's time.

EXT. ROOF, CASSIDY KEEP - MOMENTS LATER

Moira kisses Banshee on the cheek, wraps her arms around him.

MOIRAI'm gonna miss ye, darlin... Be, careful.

BANSHEEKeep well, me love -

MOIRAAnd don't do anything crass!(Grabs his arm.) I'm marring this arm come March.

BANSHEE(Grins)

Thanks for the warning, beloved. but ye’re a bit late for that darlin. I'm marrying ye after all.

151.

MOIRA(chuckles)

Shut yer gob, ye bleedin bastard. Just come back in one piece, will ye.

BANSHEEAnd here, I thought it was only me arm ye wanted.

Banshee and Moira kiss passionately. Lilandra crouches next to Xavier.

XAVIERLilandra, I -

LILANDRAThere are no good-byes between us, Charles. Our love knows no bounds.

XAVIERI want to come with you...

LILANDRAYou've provided me an army... A Phoenix! Stay. Tend to your gardens. You are needed here. But my love will return to you, in this form or another.

Lilandra kisses Xavier passionately.

XAVIERLilandra...

Lilandra responds with a symbolic Shi'ar gesture: She points to the center of her forehead, to her heart, then touches Xavier's heart then, his chin, lifting his head up.

LILANDRAI will miss you, Charles Xavier.

Lilandra walks away. The X-Men, all suited up, gather around Phoenix against the twilight.

PHOENIXThis is it. Our last chance to defend our shred of existence.

Jean senses a heart pouring into hers. She turns, then moves to Xavier. She crouches, Xavier touches her, gently.

152.

XAVIERYou've grown so much, and I'm so very proud of you. To think you were once that timid little girl, frightened by her own capabilities. It warms my heart to see you transform into the beautiful person you have become.

They embrace.

JEANI will always be your student, Professor... Thank-you. For everything.

Jean rises, sees Storm. Storm moves to her, they embrace.

STORMTake care, Jean.

JEANYou too, Ororo.

A hand touches Jean's shoulder, it's Moira's. They embrace.

MOIRABest of luck to ye, Jean... Take care of my Sean.

Jean nods. Moves toward the center of the group. Her eyes illuminate. Phoenix IGNITES. Over her shoulder, signals to the X-Men.

Cyclops moves in, takes her hand. The others with the exception of Storm, Xavier and Moira, do the same. A mutant chain. The Phoenix flame comes onto them.

XAVIER (O.S.)(telepathy)

Jean...

Jean looks over her shoulder to Xavier, the efflorescent glow in her eyes fade to their natural state.

XAVIER(telepathy)

Good luck.

Jean’s eyes brighten, turns back around. Phoenix leads the mutants into ascent against the twilight.

153.


Until next time, my friends... Farewell.

Xavier, Moira, and Storm watch hopeful as the cursor of fire levitates above Cassidy Keep. Vanishing in a blinding flash of light - SONICBOOM - a shooting star surging into the vast comic complexity.

Storm leaves. Moira comforts Xavier entranced by night sky.

MOIRAYe really do love her, don't ye Charles?

XAVIERNo amount of words can express the amount of joy I feel when I think of her.

MOIRAI am happy ye found someone for ye. Someone that could love ye, where I've failed.

XAVIERYou’ve never failed me Moira...you just stopped trying. As did I.

MOIRAAye. I suppose some love isn’t meant to last. But why it's a bugger to see that someone with someone else long after ye departure, that we'll never know.

Moira leaves Xavier, perplexed.

EXT. BEYOND EARTH’S ATMOSPHERE - CONTINUOUS

Following the fire-bird as it leaves Earth in its rear view, scintillates into the distance.

INT./EXT. THRONE ROOM, D'KEN'S SHIP - MOMENTS LATER

Throne room subjects turn to a sudden - EXPLOSION! D'ken rises with a golden staff, the Imperial Guard on their marks.

PHOENIX (V.O.)D’ken!...

154.

Phoenix and the X-Men emerge from fire and light, striking righteous poses.

You're reign of terror, has ended.

D'KEN(Laughs, hysterically)

They come baring gifts!... What an...unexpected pleasure.

PHOENIXSurrender now, and no harm will come to you.

D'KENSo bold! - And all I’ve done was seek, what I so just deserve. But you... you on the contrary have: violated Imperial law, favoring a traitor to the Shi'ar empire, occupying my ship without sanction -

PHOENIXYou've abused your power, D'ken. The laws of creation will never yield to an unworthy king.

D'KENYOU DO NOT DECIDE WHO IS WORTHY!

PHOENIXI am one with the crystal, and I will not let the rest of existence suffer your quest for power!

D'KENIT HAS ALREADY, BEGUN!!

D'ken BLASTS energy from the cusp of his staff, It deflects off the Phoenix barrier, Cyclops BLASTS at him - Gladiator snaps in place, shielding D’ken.

GLADIATOR(over his shoulder)

Imperial Guard, detain the trespa -

Rogue, SMASHES! Gladiator - he shouts, ricocheting off a wall. She shakes her hand in pain.

ROGUEDang, that felt good -!

Rogue is BLASTED - pushed back - takes flight.

155.

Phoenix’s arms spread, a fiery psychokinetic shield protects the group from a bombardment of energy beams. Phoenix turns to Lilandra - telekinetically sliding Lilandra into a position behind her. Phoenix motions - a wave of flames, rush toward D'ken and the Guards, stunning them. Phoenix and Lilandra thrust backward - Jean turns to Lilandra...

JEANGet down.

Starbolt streams cosmic flames from his palms at the X-Men, misses. Cyclops BLASTS Starbolt, turns - BLASTS Flashfire. Wolverine sprints toward Beast - hand to his earpiece.

WOLVERINESummers, hit me!

CYCLOPS (O.S.)(from radio)

With pleasure.

Beast grabs Wolverine, hammer-throwing him, Wolverine spins on his back, sliding into the alien flock - Cyclops BLASTS Wolverine’s crossed claws - the blast SPREADS! - knocking back several Guards at once.

Gladiator streams to Wolverine, hoisting him by an arm...

Rogue serves Smasher a fist full then turns to the voice of:

JEAN (O.S.)(telepathy)

Rogue...

Jean, focusing her thoughts.

JEAN(telepathy)

Gladiator's ego strengthens him.

Rogue spots Gladiator, flies toward him. Wolverine SLASHES at the column of steel lacking the necessary force to pierce through Gladiator’s tough skin.

GLADIATORSurrender, and I won’t peel the flesh from your bones!

WOLVERINE(gasps)

You...wouldn’t be the first, bub.

A pair of heels clench around Gladiator - Rogue has him in a full Nelson headlock.

156.

ROGUEHi, hun - miss me?

Rogue plants a big kiss on his cheek. Mmmuah!

Gladiator’s veins throb, a heartbeat THUMPS, drops Wolverine - takes off backward - pin balling off the walls.

Beast dodges, striking, springing into a series of somersaults toward Warstar.

Warstar's hand SMASHES down, heavy - Beast evades leaping onto its upper body, plunging into its frame, yanking a handful of hardware from its neck. Beast - ROARS! - electrocuted by, B'nee. He hits the ground, Marinating in scientific wonder.

BEASTDiabolical.

Earthquake is seen near Gambit.


Gambit, the creature on your left fears your explosives.

Earthquake STOMPS, a stone statue of D’ken nearby EXPLODES - chunks of deadly debris hurled in Gambit’s direction - Gambit dodges, flings a card at the alien - BOOM!

Cyclops BLASTS in all directions, Fang rampages at him on all floors from behind.


Cyclops, behind you!

Cyclops swings, SLICES Fang at the waist with crimson.

Rogue still bound to Gladiator, following them as they spiral out of control.

GLADIATORUNLEASH ME, DEMON!

ROGUESure thing, sugah!

Rogue LAUNCHES him - he craters a wall. Rogue’s on top of him, driving a punch - dents wall. They exchange blows.

157.

ROGUEYa know, you carrin on like some fools errand-boy ain’t gonna win her back.

GLADIATORYou know nothing, villainous hag!

ROGUEAh know enough to know your about as warm and fuzzy as a snow-cone in January.

A punch LAUNCHES Gladiator - Rogue reappears in front of him, DOUBLE HAMMER-FISTS - he plunges downward - bounces off the ground, before he can bounce again - Rogue has him - she PITCHES him at Starbolt, they SLAM into a wall, Gladiator quickly recovers, taking to Rogue.

Wolverine spots D'ken and Astra, makes his way toward them.

JEAN (O.S)(telepathy)

Logan...

Wolverine freezes. Turns to Jean.


The life-form Guarding D'ken, is a phaser.

He thinks for a moment, realizes - puts a finger to his earpiece.

WOLVERINE(into radio)

Ey, Irish - I'm gonna need your help.

Banshee - SHOUTS! Tackles a stunned Flashfire - springing up.

BANSHEE(into radio)

Aye, I knew ye'd grow fond of my singin.

Gambit turns to spot Beast being squeezed in Warstar's clutches, Gambit moves toward him, Smasher intercepts Gambit, swings, misses - Gambit spins, tripping Smasher with his bo - drives it into him -

158.

Gambit throws a card at Warstar - BAM! - freeing up Beast, who flips away. B'nee spiders to the damage site, sparks fly...

B'NEEInitiating repair sequence...

Gladiator charges, locking hands with Rogue.

ROGUEIt's a darn shame you let that man get inside your head. She dropped you quicker than a bird in a bug eatin contest.

Rogue overpowers Gladiator, leveling him to the ground, then to his knees... Rogue head-butts - Gladiator recoils, eyes - BLAST! He misses - Rogue SMASHES him into a wall.

ROGUEYour moves are gettin stale fast, partner.

Rogue zooms to Gladiator - he strikes, misses. In a blink, Rogue THRUSTS several swift kicks to his genitalia. Gladiator grunts, buckles, drops.

ROGUEGood-night, sugah.

Gambit harpoons his bo at Warstar - plunges into a vulnerable space in its armor. Warstar's fist extends at him - Gambit dodges - swings on his bo, mounting the mechanical bull. He drives his staff into Warstar’s clavicle, pulls it - slingshots B'nee, drops a handful of cards into C’cil’s cavity, Gambit looks up, gauging then... Leaps for an air-born Rogue.

Rogue catches Gambit, they soar above the chaos. Warstar explodes in the background. Gambit dangles by a arm, Raining T.N.T.

GAMBITSlow down, Cher! You goin too fast!

ROGUEQuit your fussin, Swamp-rat - If ya don't like my driving...get your own ride!

Gambit screams as Rogue flings him onto Neutron's back as he whizzes by - they corkscrew wildly, Neutron looks over his shoulder, spots the X-Man.

159.

GAMBITPardonnez-moi, monsieur.

Gambit throws the train of his coat over Neutron's head - pulling on the reins - steering Neutron in the path of, Flashfire. Gambit bails at the last second - the Imperials CRASH into one another.

JEAN (V.O.)(telepathy)

Beast, the target on your right is intimidated by your physical appearance.

Beast turns and sees Fang gnarling, foaming at the mouth...

BEASTCharmed, I'm sure.

Wolverine and Banshee move toward D'ken and Astra, as they BLAST at the X-Men - Banshee sonic - SCRRREAMS! D’ken and Astra are BLASTED back, stunned. Wolverine K.O’s Astra in a blinding move then, prowls D’ken who stumbles to the ground, whimpering...

D'KENNO!... Guards?! GUARDS?!

D’ken surveys the room - sees his Guard getting thrashed... None come to his aid.

WOLVERINE (O.S.)You're a long way from home, pal...

D'ken seen cowering between Wolverine's adamantium razors.

WOLVERINEAnd If you think for a split second, your walking away from this, after that speech, you sure as hell got another thing commin. Cause I got news for ya, bub... I don't always play by the rules.

Lilandra sees Wolverine looming over D'ken - she touches Jean.

LILANDRA(indicating)

He has him!

Jean’s eyes narrow at D’ken.

160.

JEANWait... Something's not right.

Tighter in on D’ken, as Wolverine readies to pounce.

WOLVERINEWhen this is over, I'm going back to Earth to enjoy what I do best...

Wolverine steps on his leg, pinning him down - D'ken yelps.Trashing punks like you... (A beat.) There's an Mason jar back home the size of Mars for that big head of yours. Now, you've got three seconds to convince me not to take a souvenir.

Wolverine raises his razors - two of them retract, leaving just the one.


Logan, wait!

Wolverine pauses, looks back at Jean...

JEANThat's not D'ken.

Wolverine turns to D’ken, lowers his blade. He can see it now. SHINKT! - the other claws extend. D'ken grins.

WOLVERINEWhere's your boss?

The eree multi-layered voice of the Hobgoblin is heard:

D'KENTwo eyes, two arms and two legs easily mistaken for a fool.

A tentacle emerges from the false D’ken - SMASHING Wolverine, knocking him back.

The sound of mechanical workings, a bright light slices down the center of a large door. Powerful Dark Silhouettes emerge. Lilandra and Jean turn to them, in utter disbelief.

One of the Dark Figures motions - Jean pushes Lilandra behind her - raising a hand in defence. A piercing sound floods our senses, Jean moans, drops - loosing consciousness.

Cyclops turns...sees Jean hitting the ground...

161.

CYCLOPSJean!

Cyclops springs in her direction. The dark silhouettes step forward revealing Mentor, Electron, the real D'ken and several other members of the Imperial Guard:

HUSSER, A jellyfish like slick devilish alien female humanoid with long static yellow hair, a genetic masterpiece of bioelectric death.

The vampiric seductress of shadows is NIGHTSIDE. Covered in a dark, sleek, revering material with a hooded cloak.

TITAN, sports a black and orange leather clinched uniform. Don't let his mere size fool you...

LILANDRAD'ken!

D'ken signals. Lilandra bolts - Husser lunges CRACKING her neuro-whip - binding Lilandra by the ankles - she topples, bioelectricity is conducted through the whip... Shocking Lilandra - she screams, passes out. Husser begins to reel her in when a stream of red BLASTS her.

CYCLOPS Let her go!

D’Ken turns to Titan.

D’KENCrush him!

Titan moves forward - GROWING in size at an incredible rate. In no time, his bus sized boot - STOMPS! - Barely missing Cyclops, who looks up, the giant boot lifts - Cyclops hesitates, overcast by the shadow of Titan’s boot.

In a flash, Rogue SMASHES Titan square in the jaw - Titan STUMBLES back, shrinking in size. Cyclops touches his earpiece -

CYCLOPSX-Men, to me!

Gladiator SMASHES Rogue with a vicious head-butt - she yelps, dents floor. Banshee soars - SCRRREAMING! Toward the real D’ken - Gladiator snatches Banshee out the air by the throat - SLAMMING him to the ground.

162.

GLADIATORPerhaps it's time you are acquainted with silence, obnoxious worm!

Gladiator squeezes Banshee’s throat...

Wolverine watches the false D'ken turn horror show as he morphs into a grotesque creature of immense proportion...a cross between a praying mantis and a snake. (For ease of description, this creature will be hereby referred to as the PRASENTIS.)

Cyclops BLASTS at D'ken and his Guard - Electron, stunts the blast with an electromagnetic barrier then, Electron produces a force pulse from his palms - Cyclops drops dodging - Cyclops BLASTS at the floor, it spreads, sweeping Electron - he trips and is BLASTED again. D'ken adds his own brand of encouragement...

D'KENGet up, you fool!

CYCLOPS(desperate)

BEAST, LOGAN!...anytime guys!

Wolverine considers this for a moment, then...abandons his target. The beast’s hook hands swipe at him - hits air but soon...IMPALES Wolverine - pinning him down, he SCREAMS!

Beast wrestles with Fang on the ground... Manages to free himself - role kicking Fang away. Beast rises, heads toward Cyclops. Suddenly, his muscles lock, collapsing, convulsing, Flashfire is there -

BEASTI'm beginning to acknowledge a trend for the evening.

Lightning jumps from Flashfire’s fingertips. Beast grunts.

Gambit spins, spots Wolverine subdued by the Prasentis. Fang appears - SLASHING at Gambit who counter attacks - ripping off large teeth and talons from Fangs necklace - SMASHES Fang.

Gambit charges a card, dashing for Wolverine. The Prasentis spots him, he leaps - placing a card beneath his feet - he lands on it - BOOM! - launching him high, landing on the creatures back... Gambit charges the tooth and talon, jams the grenades under its dragon skin - It SCREECHES, Gambit descends the creature, surfing along its vertebrae then, dismounts -

163.

KABOOM! - It SQUEALS, THRASHING wildly, sentient clay attempting to reassemble itself. The creature soon finds its original form...

The HOBGOBLIN. A purple skinned humanoid with two antennas protruding from his forehead in a clinched dark green space-aged skin-suit.

Gambit reaches, pulls Wolverine to his feet...

GAMBITWhen you gone learn to ask for my help, Wolverine?

Rogue turns to Banshee, being smothered by Gladiator.

ROGUEGet off him!

Rogue stream-lines - SMASHING Gladiator, knocking him back - Gladiator’s eyes glow at Rogue - Rogue mimics and two optic beams CLASH... Both sides grimacing... Soon the intensity of Rogue’s beam begins to weaken... Gladiator’s beam INTENSIFIES. Before the core of the BLASTS reach her, a series of kinetic cards EXPLODE at Gladiator - his beam seizes, he spots Gambit - throwing a barrage of cards...

Gladiator streams to Gambit -

ROGUEDon’t you touch him!

In an instant, Rogue intercepts - SMASHING the Guard with a powerful shoulder. They exchange blows.

Wolverine sprints toward Cyclops... Suddenly, the room fades to black. Wolverine freezes, alert, confused.

WOLVERINEEy - (A beat.) Hello?!

A dark reverberated female laughs echoes throughout...

Wolverine discovers his hand bloodied. Looks to the rest of his now naked body covered in blood. He turns to spot a glass tube, filled with a green liquid. Surrounded by metal surgical equipment, bars and wires. His eyes narrow to a familiar figure inside...

Off Wolverine’s look: as he moves closer in as to get a better look at...himself. Submerged, with a breathing apparatus.

164.

Baffled, he leans in. Suddenly, the submerged doppleganger comes to life in a fit of rage - grabs him, Pulls him into the tank - SPLASHING, trying to escape. Now he is wearing the breathing apparatus -

Wolverine’s POV: restrained by rubber gloves and needles. A bombardment of sounds: surgical lingo, shrieking of instruments, beeping, splashing...

Soon, the scenario fades, SPIRALING OUT to Wolverine in the throne room, lying in agony, eyes and veins shaded in black. A living nightmare...

Rogue, Gambit and Cyclops unite - the Imperial Guard regroup, close in on our heroes.

GLADIATOR (O.S)You are out numbered...

The X-Men pull back, apprehensive.

GLADIATORSurrender, and his highness may show you mercy.

ROGUE(to Cyclops)

What now, shug?

Cyclops is tense, he’d never give in. Gambit realizes...

GAMBITHold dis for me, Cher.

Gambit hands Rogue his staff, Rogue taken aback as Gambit struts toward D’ken.

CYCLOPSGambit -?

GAMBIT(Hands up)

Don't shoot!

D'ken signals to the Imperial Guard to stand by. They obey. Rogue and Cyclops exchange a confused look.

ROGUE(Stage whisper)

Gambit, what on Earth are you doing?

Gambit stops, speaking over his shoulder...

165.

GAMBITDis ain't Earth...mon-cher.

Gambit kneels. His bo glows bright pink - KABOOM!! - Rogue and Cyclops, launched by the blast. Gambit looks to D'ken.

GAMBITYour excellence - de name...is, Gambit.

EXT. BALCONY, X-MANSION - NIGHT

Jubilee gazes up at the shimmery night sky, turns to the sound of footsteps, Storm.

STORMMind if I join you?

JUBILEEEnter at your own risk.

Storm mirrors Jubilee’s lean against the balcony... Crickets.

JUBILEEIf you’re upset about the green house -

STORMI know you did your best, Jubilee. The Professor will take care of everything.

More crickets... Jubilee looks up, rain clouds begin to form overhead, blotting out the moon’s light. Jubilee turns to Storm, lost in thought.

JUBILEEOkay - I get it, alright. You don’t have to hold my hand. I’ll go get my things. (Sarcasm.) Oh, wait...

Jubilee turns to leave - Storm touches her, she pauses.

STORMDo not fret, child - you've done nothing wrong.

A moment of thought then... Jubliee moseys back.

JUBILEEI know that look...all too well.

166.

STORMDo you?

JUBILEEMy twin bed too big for the cuboard under the staircase?

STORMI’m afraid you are too young to understand.

A beat, then... A RUMBLE of thunder...

JUBILEEIt’s something big isn't it? - I can feel it! ‘Bob Ross’ has been subbing for days. You leave me in charge of the Rugrats - I mean come, on, I just got here -

STORMJubilee -

JUBILEEYou guys gave a ton of homework I haven't even started -

STORM(more stern)

Okay -

JUBILEEAnd If I have to paint one more happy tree, I swear I will go Zhang Ziyi on his -

STORM(Flash of anger)

That is enough!

A BOLT of LIGHTNING severs a nearby tree. Jubilee and Storm swing to the inflamed tree. Storm raises a hand to it... A heavy shower douses the blaze. Storm turns, as she was. Jubilee hesitant, looks at her, sad.

JUBILEESorry -

STORMNo. The fault is mine, child... Someday you will become an X-Men and know what it is to bare the weight of the world on your shoulders.

167.

INT. D'KEN'S QUARTERS, D'KEN'S SHIP - MOMENTS LATER

Darkness... A scratchy male voice breaks the overtone of silence.

D’KEN (V.O.)Princess...

Lilandra’s eyes flutter open.

D’KENPrincess?...

A Liquid splashes her face, she coughs awake -

D'KEN (O.S.)Wake, up!... (Laughs.)

D'ken half dressed, stands over her gloating. Lilandra sits up, wipes her face, spots D'ken as he moves to his tailor. Lilandra rises, lunging at him.

LILANDRAYou, insufferable ingrate -!

Two Power Staffs cross, blocking her route - Lilandra freezes. D'ken turns to face her, lifts his arms as a Tailor fastens pieces of armor to him. D’ken self-admires his reflection.

D'KENThis is to be a grand occasion, sister - It would be unbecoming of you to miss the ceremony. Father would be proud.

LILANDRA(annoyed)

What ceremony?

D'KEN(excite)

My crowning, as supreme ruler of existence! I want to thank you for providing our ancestors’ sacred blessing. Without you, dear sister, my dream could not be realized.

LILANDRABrother, please... Stop this madness. You are emperor of the Shi'ar!

(MORE)

168.

If this (Indicates her surroundings.) Is not enough to satiate your hunger for power, then nothing ever will!

D'KENYou don't share my enthusiasm?! Then perhaps what you lack is enlightenment. (A beat.) Tell me...do you remember the story our grandfather used to bore us with when we were hatchlings? The story of creation...

Close in on two empty glasses as D'ken moves toward them. D’ken talks while pouring a red liquid in one glass, a blue liquid in the other.

D’KENCal'see and Aletha were much older, smarter and found ways to sneak past grandfather and the tale he's told us a thousand fold. You and I on the other hand, were not so fortunate. Forced to suffer the stench of that old ignoramus, until he succumbed to his fatigue.

D’ken with both glasses in hand, turns to Lilandra. Moves toward her.

D'KENThe gods in marriage who reviled each other but were forced to wed.

D’ken pours the contents of one glass into the other - the purple concoction sizzles.

And in their union, they found strength and in that strength, they found love. And in their love... (Spreads arms.) Life.

D’ken drinks from the vessel.

LILANDRAInane to hear you speak of love as if it doesn’t exceed your comprehension.

D'KENLove is a metonymy for harmony. And only by the existence of chaos can one begin to understand it's implications.

LILANDRA (CONT'D)

169.

LILANDRAIf chaos is your way of expressing your love than I am grateful that that is one less attribute we have in common.

D'KENLike it or not, chaos was essential for the cosmos to breathe into existence. Without it, it would be impossible for us to grasp the concept of order, and you and I could not have this discussion. And yet, here we are... But, did I. We. This... Come to exist by chance? What are the odds the exact conditions required for a soup of micro-organisms to evolve into thinking, feeling, cognitive beings such as ourselves would randomly manifest again and again throughout the cosmos creating: The Skrulls, The Kree, you and me, even your human friends... Surely one must argue that there is more to life than just coincidence. There is an underlying, all encompassing intellect narrating this grand delusion. I've seen it, I have felt, its power! A supreme intellect that knows that if time is to exist for an eternity, then it must be bound by a fundamental law. One of symmetry. Rhythm. Push and pull, life and death, good... and evil.

LILANDRA(scuffs)

So you've chosen evil as your legacy. (Sarcasm.) Yes...father would be proud.

D'KENOUR FATHER WAS A COWARD! WHO CLUNG TO HIS ADVISORS LIKE THE WOUNDED TO A WALKING STICK, INSTEAD OF RELYING ON HIS INSTINCTS! AND IN THE END, HE WAS DESTROYED FOR HIS IDLENESS! It has become clear to me now more than ever why the gods have chosen me as his successor. I shall succeed, where he has failed.

(MORE)

170.

Only through the loss of something can we truly appreciate it's value.

LILANDRAAnd after all life has been eradicated, who would be left to appreciate that?

D'KENWhy, me, of course!

D’ken laughs.

LILANDRA(shakes her head)

You are unbelievable.

D'KENI'd like to think of myself as a pioneer. I'm doing what our empire has always done only, this time, at an infinite scale. Just as the soul was created, one half of a whole, so was existence. The bright light that is said to have been seen after death, that is believed to be a representation of the spirit returning to its source: The M'kraan crystal. It is there where the spirit waits to be reborn, living another life inside the negative universe. Just as it rains, and water turns to vapor, returning to the atmosphere. Thus, circumstantiating the cycle of push and pull, rise and fall, life and death... You believe that this is the first universe but no, like two lovers falling in and out of love, it flickers like a distant flame in the wind. It was the crystal that birthed the two universes, and that is where they are meant to return. The nexus of all creation. Where I will soon be. I will merge the two universes and marvel as it unfolds before me in the blink of an eye. It is there where I shall remain, as a god.

LILANDRASo you’d risk all of existence for a chance to play god?

D'KEN (CONT'D)

171.

D'KENWar! Pestilence! Fathom! Is this the existence you're so desperate to protect?!... My researchers have run simulations based on the current status of the cosmos. And unless through some miracle, it will undergo a severe imbalance that will last until the next alignment. One, hundred, million years of regression. The celestials have afforded me this opportunity to birth a new universe into existence. And I intend, to take it.

LILANDRAYou can’t rid the world based on the result of an equation! Forgiveness is the only sanctity that will give you any rest -!

D'KENForgiveness is, tired! And you of all are not its emissary -

LILANDRAAnd what of the innocent -?!

D'KENThe numbers have been faithful to me over the years. I cannot say the same about the innocent.

LILANDRAYou cannot be my brother. I once cried upon your innocent and gentle shoulder. Now, it is a jagged edge, barred with spines and I shutter to think of ever coming near it again. What happened to you that was so damaging, it would turn you, someone I once loved, into a monster -?

D'KENTHIS IS MY DESTINY! I DID NOT CHOOSE IT - I WAS CHOSEN! And I will see it fulfilled, Lilandra -!

LILANDRADon't...don't you dare utter my name, again.

(MORE)

172.

I am ashamed to have the same blood coursing through my veins.

D'KEN(broods)

My own sister, thinks me a monster. I admit, over the years I've acquired certain, ‘methods’ one might...disapprove of.

D'ken struts toward Lilandra, stopping in front of her.

D'KENBut one thing you should know, fair princess...

D’ken caresses Lilandra’s face, she recoils.I always get my way. One way or the other. However, I personally tend to enjoy, 'the other.'

The emperor’s hand lowers, he turns around.

LILANDRAI’m sorry, Charles.

Lilandra grabs a dagger from a Guard's holster - SLICES him, spins - SLASHING the other, Lilandra YELLS - leaping at D’ken - he throws a powerful arm. Knocking her down.

In a panic, Lilandra raises the dagger, sharp end pointed at her navel...the blade comes down, then suddenly - freezes... The cold steel lowers...

Lilandra rises, desolate. Moves to D'ken, presents him the dagger. A pink glaze over her eyes. Oracle moves into sight, stands beside D'ken. He takes the blade.

ORACLEShe's all yours...

D'KENYou won't try that again, will you, Lilandra?

LILANDRANo, your majesty.

D'KEN(grins)

Good.

D’ken turns to Oracle.

LILANDRA (CONT'D)

173.

D'KENSet our course for crystal’s home. We leave at once.

Close in on Oracle, she shuts her eyes, focusing...

INT. CONTROL ROOM, D'KEN'S SHIP - CONTINUOUS

The Captain’s eyes overcome by that same pink glaze for a moment. He moves to the Navigation Control Operator.

CAPTAINRedirect our course to 'Zero Point origin.'

OPERATORAcknowledged. Redirecting course.


Initiating warp drive sequence...

EXT. D'KEN'S SHIP - SPACE

Engines ignite, it rotates. Accelerates, considerably. Bolts of energy exude from the front of the ship, a charging sound, space warps around it, followed by a - SHOOM! - It's gone.

INT. DANGER ROOM, X-MANSION - NIGHT

A bolt of lightning strikes a target - the target SHATTERS into pieces that dissolve before hitting the ground: a hologram...a target test. Storm lowers a hand, Jubliee at her side.

STORMAlright.

Storm gestures - a holographic screen emerges.

STORMTry it.

A new target appears, suspended across the room.

JUBILEEI can't control it like you can.

174.

STORMDat is why you are here. Relax. Focus on what you want to happen, nothing else.

Jubilee assumes a stance and reaches for the target - an array of colors and sounds FIZZLE from her palms - fireworks CRACKLE past the target and EXPLODE. Jubilee is discouraged.

JUBILEEI can't do it.

STORMWhy do you think dat is?

JUBILEEIt’s too far.

STORMIf you think dat attitude will get you any closer to achieving your goal, you're wrong. Trust in yourself...

Storm toggles the controls. Target to and fro’s horizontally.Now, try again. But dis time, take a deep breath and imagine you’ve already hit de target.

Closer in as Jubilee minds Storm’s instructions.

STORM (O.S.)Now, hold on to dat feeling...and on de count of three, strike with all your might, are you ready?

Jubilee nods.

STORM One... Two... Three -

Jubilee lunges fiercely, her FIREWORKS - BREAK the target.

STORMYou see?! Confidence. Believe in yourself enough, and you can move mountains.

Jubilee grins, hopeful.

JUBILEEThanks, Storm.

Storm smiles. Turns, gestures - the control screen emerges.

175.

STORMLet’s keep going.

INT. CORRIDOR, LIVING QUARTERS, D'KEN’S SHIP - MOMENTS LATER

Gambit, in a pair of space-age cuffs escorted down a long narrow hallway by four Masked Guards. Gambit peers into one of the dorms, an Insect Humanoid and a Unmasked Guard return the look...

Gambit and his entourage stop at a door. A Masked Guard holds an arm by a key pad - the door slides open. They shove Gambit into -

INT. GAMBIT'S ROOM, D'KEN'S SHIP - CONTINUOUS

A Masked Guard enters, stands in front of Gambit who scopes the place...

GAMBITDis cabin come with room service?

Masked Guard pulls out a key, inserts it into the heavy metalwork, turns it, gears shift. Loose. A commotion coming from the corridor - Gambit and Masked Guard turn - sees a Guard in the hallway banana peel -

Gambit and the Guard exchange a quick glance - the Guard whips out a space-age pistol, points it at him -

GUARDDon’t move!

Gambit shows him his hands, submitting -

GAMBITI don’t want no trouble.

The Guard moves to the doorway - in an instant, Gambit yanks him back - SLAMMING him, then knocking him out.

GAMBITBut somehow, it always seems to find me.

Gambit rises, sees another Guard KO’ed in the hallway. A Masked Guard enters dragging the unconscious Guards...

GAMBITDat was fast, how you know I wanted de place redecorated?

176.

The Renegade removes his helmet. A white male, mid forties.

RENEGADETake off your clothes.

Gambit, estranged by his request.

GAMBITI'm afraid you got the wrong impression...dinner comes first!

RENEGADEMy friend, it was your impression that lead me to believe that you are the answer to my prayers. My name is, Corsair. I saw you charm the pants off the emperor with that stunt you pulled. Someone with your abilities can put an end to the plague sitting on that throne -

Gambit takes notice of the felled Guards...

GAMBITYou leave a flaming paper bag on my porch, knock on de door and ask for my help -?

CORSAIRWherever D'ken goes he leaves a trail of dead bodies that can wrap around entire galaxies - not to mention, he’s destroyed the love of my life before my very eyes and I will not rest until the worms have had their fill.

GAMBITSo, what dat got to do with, Gambit?

CORSAIREverything...

GAMBITLet him rephrase de question...You level his new poker pals, tell him your life story - now, what you want?

CORSAIRA favor from a friend.

177.

GAMBITMaybe I don’t like you...

CORSAIRMaybe you don’t -

GAMBITAnd what's in it for him?

CORSAIRFreedom.

GAMBITGambit’s no prisoner...

CORSAIRNo, Gambit’s - (Corrects himself.)you’re an assistant to the caddy shining your royal mad-ness-eys golf-balls. I've heard better odds of survival king crab fishing on the Alaskan coastline.

GAMBITYou’re from Earth?

CORSAIRI could name all fifty states in alphabetical order.

GAMBITWhat if he like his new job?

Gambit skims the surface of the dresser with his finger - looks at it, no dust.

CORSAIRThen I'd suppose I'd have to kill you but, last time I checked your friends need you alive. They, are your friends, aren't they? - a man doesn't risk his life to save them one minute, all to betray them in the next. How you’ve managed to fool the big cheese and his expert telepath with your, eccentricities is beyond me. But, let’s just say that I’ve seen this act before.

GAMBITSo you got Gambit all figured out, huh?

178.

CORSAIRApparently not. Hey - is there a reason you keep referring to yourself in the third person?

GAMBITYou want him to talk like everyone else?

CORSAIRWhatever, Look - Gambit's secretary, tell him to come to his senses because we've only got a matter of time before D'Ken unleashes Pandora’s box. And if he does, we all loose our jobs...for good.

GAMBITYou want em dead, so you kill em -

Corsair moves close to Gambit.

CORSAIRWith me, he'll expect an attack. But you have the element of surprise on your side.

GAMBITAnd why should Gambit, trust you.

Corsair looks at Gambit, insulted.

CORSAIRPlease, I'm an American.

Gambit is satisfied with this answer.

GAMBITOkay.

The door swings open - Gambit and Corsair turn to see the Unmasked Guard from earlier, shocked. He flees down the -

INT. CORRIDOR, LIVING QUARTERS, D'KEN’S SHIP - CONTINUOUS

Unmasked Guard is STRUCK by a sequence of swift assaults by a Rebel Guard. Gambit and Corsair enter the corridor in time to see the final blow...

CORSAIRHebzibah?

179.

Rebel Guard removes helmet, revealing a sharp, dangerous avalanche of sleek and sexy. This femme-feline fatale is, HEBZIBAH. Her hips sway toward Corsair.

HEBZIBAHMaster.

Hebzibah wraps her arms around Corsair, they kiss passionately... Gambit feels an awkward third wheel.

GAMBITBy all means. (Indicates.) De room is yours.

INT. MEDICAL CHAMBER, D'KEN'S SHIP - MOMENTS LATER

Cyclops lies inert inside one of many glass capsules that align the room. Half of his face seared with third degree burns.

A bright blue light tracks up and down the inside of the capsule similar to a photo scanner, slithers of metal from Gambits bo - TINK - TINK - TINK - impact the magnetic light bar, burnt tissue repairing itself.

INT. HOLDING CELL CORRIDOR, D’KEN’S SHIP - CONTINUOUS

Following a pair of Armed Guards on patrol. A rhythmic zapping sound enters our senses. Beast is seen inside one of the cells, tapping his claw against the translucent force barrier. The X-Men: Wolverine, Banshee, and Rogue are there.

INT. HOLDING CELL, D'KEN'S SHIP - CONTINUOUS

Wolverine turns to Beast, (without Sylvia) annoyed...

WOLVERINEWell?

BEASTThis is amazing. The kinetic energy exerted is absorbed and channeled back to the source of impact in short bursts of electrical impulses. In retrospect, we are creating our own prison.

WOLVERINEGlad you're enjoying this, Hank. Now how do we get out?

180.

BANSHEELet me have a word with it.

Banshee steps up to the plate...

BEAST(apprehensive)

Sean, I don't believe -

Banshee, summons a deep breath, lets loose an ear-splitting SONIC SCRRREAM - pulses of electricity counteracting the sound waves can be seen -


Humming of power can be heard as a result of Banshee's bellowing. One of the Armed Guards turn to spot Banshee, amused, he elbows the Guard next to him, the Guard turns, both Armed Guards chuckle -

INT. HOLDING CELL, D’KEN’S SHIP - CONTINUOUS

Banshee's scream stops. He turns around to disapproved faces.

BANSHEEWhat? - I had to be sure.


Incoming particle transmission...

Light gleams in the room, particles of matter convalesce - Cyclops, (without his visor) materializes before their eyes.

ROGUE (O.S.) Cyclops!

BEAST (O.S.)Remarkable!

BANSHEEHoly mackeral!

Cyclops drops like a wet noodle into Banshee...

BANSHEEEasy there, fella. I got ye.

Banshee lies Cyclops gently on the ground. The rest of the X-Men surround him, assessing their leader’s condition.

WOLVERINEGuess they got the message...

181.

BANSHEE(exhilarated)

I think it worked! Ye think this is some kind of new mutant power or something?! Like yer Phoenix friend?!

WOLVERINE(sarcasm)

Your right, Irish - maybe shut-up for a while and boost one of us out?

BANSHEEOh - as if you have the perfect pie baking up there?!

Rogue crouches next to Cyclops.

CYCLOPSJean...

ROGUEJean ain't here, darlin.

CYCLOPSWhere...is she?

BEASTNot the slightest.

Banshee lifts Cyclops's arm, it falls, weightless.

BANSHEEGood heavens, what happened to em?

ROGUEGambit’s, what happened.

Beast checks his pulse...

BEASTHe's under a mild sedative that should wear off relatively soon.

CYCLOPSGambit...

ROGUEGambit sold us out, sugah -

182.

WOLVERINE‘The Cajun,’ Saved our lives. His majesty was looking for a reason to terminate us, now he has reason enough to keep us alive.

ROGUEWell, ah guess ah can't say ah hope you're wrong about that.

BEASTOur friend had better act quickly. Time is of the essence.

INT. GAMBIT'S ROOM, D'KEN'S SHIP - MOMENTS LATER

The Downed Guards, bound and gagged. One out of uniform, now occupied by, Gambit.

CORSAIRBefore any of this insanity began, the Shi’ar empire was one of tolerance and benevolence, until the great Nerimani assassinations sparked a civil war. In all my years, I've never seen anything like this. You've got to know this is the last stop for all of us if D’ken gets a hold of that crystal. We all have to do our part to prevent this from happening.

GAMBITWassa bank teller like you doin with de graveyard shift, anyhow?

CORSAIRMy family and I were flying home from vacation in Alaska when we spotted an alien spacecraft...

INSERT CUT: Close in on the window of a private air-plane, a toy plane in the hands of a blond haired boy (6) Sitting beside him, a second boy, Scott Summers age (9). The window reflects, the Monumentous Alien Vessel, emerging from the bed of clouds. D'ken's ship. A younger Corsair and his wife, gawk at the Monumentous Alien Vessel.

183.

CORSAIR (V.O.)...It opened fire. And we didn't stand a sliver of a chance...all but one parachute was damaged by the attack. We only had seconds to say goodbye to our two sons...

INSERT CUT: Somewhere over the northern part of the Rocky Mountains, the small plane trailing black smog hovers above the jagged snowy terrain. A large shadow looms in, thick molasses.

CORSAIR (V.O.)...My wife, Kathrine, secured the remaining parachute to our eldest son with his younger brother clutched in his arms. And said our goodbyes. Watching helplessly as the parachute caught fire in its decent. That was the last time I saw my boys...

INSERT CUT: The family embraces, crouched, tightly, for the last time. The youngest clasped in the arms of the eldest boy. Corsair mouths something, then shoves the boys out of the plane... The parachute opens, Corsair and his wife witness in horror as the parachute is set ablaze by enflamed debris from the plane.

CORSAIR (V.O.)...It was in, what we thought to be our last moments, my wife and I were transported aboard the imperial star ship, this ship, fifteen years ago...

INSERT CUT: Corsair and his wife kiss passionately. They begin to glow, then vanish in a FLASH of LIGHT. Then reappear on a circular platform, their lips unlock, to their dismay, Armed Shi'ar Guards surround, targeting them. D'ken is amongst them with an evil grin.

CORSAIRD'ken thought it fun to keep us as lab rats. We were tortured, experimented on... Mercilessly.

IN THE PRESENT. The ominous sounds of agonizing screams of a man and woman. Soon, the sounds fade...

He killed the only woman I had ever loved. And, after that I, begged him to kill me.

(MORE)

184.

But instead he, delighted in my grievance. And I was sent to rot in ‘The Slave Pits of Alsibar’ for what seemed like an eternity. (Turns to Hebzibah.) That's where I met, Hebzibah. Together, we escaped. And I swore to avenge my family, and all those who've suffered by the soiled hands of that scum.

GAMBITSorry for your loss...

CORSAIRHow sorry?

Gambit flicks a card - it bounces off Corsair’s forehead.

CORSAIRHey! - what was that for -?!

GAMBITMonsieur... I count cards, dat don't make me a hired gun... But, I guess you leave Gambit wit no choice.

CORSAIRThere's always a choice - of course, you'd be making the wrong one playing by house rules.

GAMBITSays who... You?

CORSAIRHey don’t shoot the messenger. Like it or not, you’ve got to be the one to knock, ‘Mr. High and Mighty,’ off his golden chariot. You do this for me and you’ll be doing us all a solid. I have resources, a crew. I can help get you whatever your poor little heart desires. What-do-you say?

Gambit considers this.

GAMBITDere is dis, one thing dat springs to mind.

CORSAIR (CONT'D)

185.

INT. HOLDING CELL, D'KEN'S SHIP - MOMENTS LATER

The force field powers down. The Renegade Guard appears, tosses a cube into the cell, the X-Men flinch. Cyclops’s visor and Sylvia materializes from the cube. In a flash, Rogue rushes the Renegade Guard -


Slamming him against the wall, squeezing the breath out of:

ROGUEGambit, you sure as shootin got some nerve -!

Rogue rips the Guards helmet off - Corsair, wheezes out...

CORSAIRI’m not, your...boyfriend.

She eases up. Touching him, flirtacious - drawing a line with her finger down the middle of his face, shushing his lips:

ROGUEI don't have a boyfriend, shugah...

She locks lips with him. A heartbeat THUMPS, our senses are bombarded by a montage of his memories:

FLASHING IMAGES: his two boys, D'ken fondling his wife, Hebzibah naked, a large green frog like humanoid, Gambit posted against the wall -

A CLUSTER OF SOUNDS: the jumbled voice of Corsair as he explains his life story to Gambit, the cries of his wife, D'ken's menacing laugh -

Rogue, perturbed by this shred of knowledge - her curiosity quickly escalates to anger as she realize -

ROGUEYou tryin to get him (Shoves Corsair.) killed, Cap'n Morgan!

CORSAIRTrying to live.

WOLVERINE What happened -?!

BEAST What is it, Rogue?

186.

BONK - Rogue is hit by a large projectile - barely flinching from the flung Guard helmet. She turns - streams to Hebzibah - hoists her by the throat.

ROGUEAnd this must be the lucky lady...

CORSAIRPut her down, please! - I only want to help.

ROGUEI know exactly what you want, Corsair.

CORSAIRThen you know I’m on your side!

Rogue doesn't budge.

CYCLOPSRogue -?!

ROGUEHe's using Gambit to do his dirty work. (Eyes Corsair.) Maybe cause he's too busy laying eggs to do it himself.

CORSAIRGambit is doing his civil duty as an honorable member of the cosmos, we made an agreement. I don't have a knife to his throat - as you can see...

Corsair raises his hands, surrendering -

CORSAIRMy hands are right here...

ROGUEYour hands are right there...

Corsair turns to Rogue, stumped.

ROGUEThat's the same hog-slop you fed your wife on your honeymoon, darlin.

CYCLOPSRogue!

Rogue turns to Cyclops...

187.

CYCLOPSDrop her.

A beat.

ROGUEFine.

Rogue drops Hebzibah. Hebzibah HISSES at Rogue, moves to Corsair. Cyclops approaches Corsair who presses a button on his suit - his Guard uniform dematerializes. Hebzibah does the same, revealing unique space-age wear. Wolverine, intrigued by Hebzibah’s tail.

CYCLOPSWe're missing a member of our team. Have you seen her?

CORSAIRThey're holding your red-headed friend in a laboratory on the upper-east quadrant, but we have to hurry, before -

ALARMS BLARE - LIGHTS FLASH - Corsair turns to see a thick metallic door down the corridor SLAM shut.

CORSAIRTerrific.

WOLVERINECat’s out of the bag...

Hebzibah turns to Wolverine, insulted. The others look at him, contemptuous.

BEAST(chuckles)

Exhilarating - not being the subject of untimely feline humor for once.

INT. OUTER HOLDING CELL CORRIDOR, D’KEN’S SHIP - CONTINUOUS

Shi’ar Armed Guards with energy-rifles and Warstars storm into corridor, posting, cocking weapons in formation. Large alien insects resembling Misquotes with cybernetic technology emerge from the vents hovering above them.

188.


Corsair whips out a space-age pistol, flicks a switch, it transforms, a spire of bright light contrives from it. He hurries to the door, jams it in, torching, hot spoon to ice-cream.

CYCLOPSAlright, listen up. We split up into two teams. Corsair, (Indicates Hebzibah.) Tigeress -

HEBZIBAH (annoyed)

Hebzibah...

CYCLOPSWe find Jean. The rest of you, stop D'ken by any means necessary, are we clear?

BEASTCrystal...

Corsair has almost completed a full circle. Closer in through the crevices of freshly molten metal into -


A Decorated Shi'ar Guardsman motions, weapons raise.


CORSAIRWatch yourselves, those bots are equipped with heavy artillery, and what ever you do, don’t let those insects near you, they’re rigged to explode on impact.

CYCLOPSWe're ready.

Corsair hits eleven fifty-five, withdraws his sword, rises -

CORSAIRIt's all yours, peaches.

Corsair steps out of the way of:

189.

ROGUEWhat ever happened to the good ’ol days when a man would open a door for a lady?

Rogue elegantly cracks her knuckles high above her head...


THRONG! - the disk of metal pops free - SLAMS into the fortress of Armed Guards. The Decorated Guardsman, sees this.

DECORATED GUARDSMAN FIRE!!

A light show of GUNFIRE erupts.

A small metallic orb bounces toward the Armed Guards.

The grenade spews a cloud of gas then suddenly - EXPLODES! - CRACKLING as it absolves a glassy solid matter that deluge the Armed Guards.

Banshee howls, SONIC WAVES pulsate -

Closer in on the Armed Guards weapons react, power in a state of flux. The Mosquitoes’ cyber-enhancements short circuit. They react, DETONATING into FIRE and SLIME on impact: fleeing, flying into Guards, into walls.

The X-Men RUSH the stunned agents...

Corsair boomerangs a small device emitting a force shield - REFLECTING enemy fire - ricochets off several Guards, SHOCKING them, then a force returns it to Corsair’s high-tech armband -

Hebzibah BLASTS with duel energy-pistols. Cyclops holds a BLAST at Armed Guards in the center. Closer in as Summers adjusts his visor, the blast SPREADS - plowing a gap in their formation...

CYCLOPSX-Men - let’s move!

Cyclops, Hebzibah and Corsair lead the X-Men through the gap.

EXT. M'KRAAN CRYSTAL TEMPLE - MOMENTS LATER

D’ken stands powerful before a small army of Armed Guards in front of a massive gold pyramid...

190.

D’KENBEHOLD, THE CREST OF CIVILIZATION!

Armed Guards cheer... Robotic cams hover into view.

D’KENI stand amongst you, not as your emperor, but as your equal...

INSERT CUT: A plaza inside D’ken’s ship. Beings of all species stop to gaze up at the emperor’s bust on a vast hologram.

D’KEN (V.O.)A silk thread in the fabric of time, interwoven, but no longer bound by the thread of others...

INSERT CUT: The footage broadcasts at the Shi’ar empire capital, Chandilar.

D’KEN (V.O.)...They say that I am mad. A hair out of place. All the while claiming ignorance to the seamstress that governs our wills. Weaving this, unruly pattern that echoes throughout history. Unyielding, without end...

Oracle surveys... Spotting an Unenthused Guard amongst the rambunctiousness. Oracles eyes gleam pink for a moment...

D’KENToday, a new pattern is wrought from this injustice. Let our souls be purified, sharpened to steel against a most precious stone, to usher forth anew...

Cheering and shouting from the Armed Guards.It is with great esteem to announce, that transformation begins here and now! - Starting with this(Indicates Unenthused Guard.) Charlatan!

The Unenthused Guard reacts, tossing energy-rifle glowing hot-pink at D’ken, it vanishes in a stream of red - KABOOM! - a gash of FIRE in the distance. The would-be assassin lunges forward - tossing kinetic cards - a swarm of Guards trounce on the Unenthused Guard, submitting him -

191.

D’KENEnough!

The mob of Armed Guards seize their attack, looks to D’ken.

D’KENBring him to me.

The mob of Armed Guards haul the would-be Assassin to the emperor. Forces him to his knees, a hand activates a trigger on his uniform. The Soldier attire dematerializes... Gambit.

D’ken grins, Gladiator appears along side him...

GLADIATORForgive me, Majestor. I shall see to it this sacred land is left untainted by his remanence.

Gladiator looks to Gambit, eyes burning red. Farewell, betrayer -

D’KENNow, now - let’s not get ahead of ourselves, Gladiator. This is a democracy...

D’ken turns addressing the audience.

D’KENCitizens! What do we do with cowards?!..

The crowd of Armed Guards respond, chanting, ‘DEATH! DEATH! DEATH!’

D’ken turns to Gladiator.

D’KENThe people have spoken.

D’ken leaves.Come, we’ve waisted enough time.

Gladiator leers at Gambit. Leaves. The Armed Guards usher Gambit toward the platform.

INT. UPPER EAST QUADRANT - CONTINUOUS

Corsair and Hebzibah lead Cyclops cornering the hallway to the lab entrance.

192.

CORSAIRShe’s there.

Closer in as a pair of security cameras transform into cannons, blasting -

CORSAIRTake cover!

Cyclops and Corsair BLAST back - the cannons EXPLODE!

CORSAIRYou’re quite the marksman.

The door to the laboratory SHOOMS open...

CYCLOPSTell that to them.

PSSHARROW! - A BLUE stream of LIGHT rushes at them from an Imperial Guardsman, IMPULSE. A being of pure energy who wears a special suit and visor -

Cyclops counters the blue optic beam with his own. A burst of efflorescent violet light flourishes between them. Hebzibah and Corsair move to take aim - Impulse raises his palms, a PULSE discharges - the group is LAUNCHED toward a ledge...

Hebzibah lands just before the ledge takes her, Corsair’s momentum carries him over - a hand belonging to, Hebzibah grabs him just in time -

Cyclops dashes at Impulse, leaps into a spinning CYCLONE KICK - hits air twice, but recovers, break dancing - following up with an OPTIC SWEEP - his beam SLICES, dropping Impulse. Cyclops rushes, Impulse gets to his feet - Cyclops goes at him with a flurry of swift hooks, kicks, and blasts in between... But Impulse is formidable...

Corsair dangles by furry white flesh and bone. Turns to the rumbling of mechanics below. A platform lift on the rise. He realizes, then looks to Hebzibah, insisting -

HEBZIBAHMaster, I -?

CORSAIRDo it! I'm your captain and you will do as I say. Now, release me. (Softer.) I'll be fine. I promise.

Hebzibah eyes him: ‘good-luck.’ Lets go.

DOWN BELOW

193.

Corsair drops onto the wide diagonal elevator ramp, managing to find a balance, luging downward steering with his beam sword -

Corsair swerves, dodging GUNFIRE from several Warstars below. Pulls out a small orb like before, arms it, tosses it high - blasts it with his gun-saber - it DETONATES into a large crystalline trunk. The heap of mass avalanches, knocking two Warstars off the platform...

UP ABOVE

Hebzibah rises from the ledge, takes aim at Impulse combating Cyclops... Her sharp ear twitches to - ROAR! - Fang tackles her - they tumble, her energy-pistols knocked away, Fang springs to his feet - she rises, hissing -

Hebzibah rushes Fang, pouncing - digging claws into his shoulders, flipping - drop kicking him before landing on all floors - continuing her momentum - springing up a pipe. Fang stumbles forward, spins, pursues Hebzibah up the pipe. He may be twice as strong but Hebzibah is twice as fast...

Impulse BLASTS cyclops back - Cyclops lands hard. Clicking sounds heard coming from Impulse. Cyclops sits up, looks at Impulse...

Closer in on Impulse, buckles between the ridges of his suit disengage, multiplying the length of his arms and legs. Impulse, now twelve feet tall, throws his shoulder - Cyclops roll dodges just before a metal tentacle - SLAMS! He gets to his feet - BAM! - Impulses tentacle SMASHES him -

Impulse spins - tripping the X-Man. Cyclops adjusts his visor blasting narrow just before his visor is swatted off of his head. Energy begins to seep from Impulse’s metal wound. He glances at the damage then, rears back to strike again...

DOWN BELOW

Corsair leaps at Warstar 1 - SLICING an air-born B’nee in two with his blade - landing on C’cil. Warstar 2’s fist LAUNCHES at Corsair, he dodges - SLASHES - severs Warstar 2’s arm, throws his reflector device, sticks to B’nee 2, then calls the device back to him - B’nee 2 is pulled toward Corsair, who SLICES B’nee 2 in half -

Warstar 2 charges at Warstar 1, Corsair evades - leaping off of Warstar 1, his gun-saber transforms - OPENS FIRE. The Warstars confused without their better halves, attack each other... Corsair glances at his weapon, ineffective, turns to spot a control console nearby, his eyes light up...

UP ABOVE

194.

Fang and Hebzibah on the scaffold go at it, ferociously, biting and clawing. Hebzibah SLASHES Fang in the face. Closer in as the lacerations begin to spontaneously heal... Threatened by this, Hebzibah flips away.

Fang SLASHES Hebzibah back - She recoils, flips backward - projects several throwing knives - Fang takes the knives, gnarls like a wolf - charging for Hebzibah. She tries to bolt - a hand grabs her hair - Hebzibah, REEEAROWS! - turns at Fang - yanking one of the impaled throwing knives - slashing at him. He soon gains the knife hand - SMASHES back -

Hebzibah drops, the knife - catches it with her other hand, JAMS it into Fang’s arm - releasing her, holding onto his arm she flips into a corkscrew - Fang’s arm twists - SNAP! - Hebzibah rolls to freedom... To her dismay, Fang rises. Slumping toward her - SNAPPING his bones back into place...

Cyclops is being manhandled by the Imperial Guardsman. Impulse extends an arm - grapples Cyclops by the neck, reeling him in. He hears the robotic, flangered voice of:

IMPULSESmall without your inferior weapons, Earthling!

Cyclops wincing hard...

CYCLOPSI-I, am, a weapon!

Cyclops opens them - a FLASH of crimson erupts - LAUNCHING Impulse, denting the room...

DOWN BELOW

Corsair operates the control console. Two large machines, similar to the kind used to assemble automobiles, whine to life. Short beam swords, blaze at the end of the mechanical arms. One advances toward the feuding bots, drives its beam into Warstar 2 - Sparks fly. Corsair motions at the controls. The arm hoists the droid, flinging it over the edge.

Warstar 1 STRIKES the mech-arm out of commission. The second Mech-arm is behind it. Warstar turns around knocking it, topples it over. Warstar 1 spots Corsair, paces toward him. Corsair is taken aback.

CORSAIRAww, shoot me.

Warstar 1’s missing arm extends - sharp spokes THRUST at Corsair - stunned between tubes of metal...

195.

UP ABOVE

Hebzibah's back against the rails, Fang on top of her trying to force his claws into her face, both faces grimacing in struggle. She holds him at bay, but just barely...

Cyclops, wincing, hears Hebzibah's struggle from above -

CYCLOPSHebzibah?!

Hebzibah spots Cyclops below and reacts. Managing to spin free of Fang, STRIKING him -

HEBZIBAHNOW!

And LEAPS away from Fang.

Cyclops locks onto the sound of her voice - KABOOM!! OBLITERATES the scaffold - Fang is LAUNCHED over the ledge...

DOWN BELOW

Warstar 1 nears Corsair, they turn to a thunderous clanging of metal fast approaching - Corsair takes cover, Warstar 1 is knocked over the ledge by the tumbling mass of metal. Corsair watches as Warstar falls to oblivion.

UP ABOVE

Hebzibah hands Cyclops his visor. He puts it on.

CYCLOPSThanks.

Cyclops looks around, realizing.Corsair?!

CORSAIR (O.S.)When this is all over...

Cyclops and Hebzibah turn to Corsair, rising with the elevator... It stops, Corsair staggers toward Hebzibah who moves to his aid.

CORSAIRRemember those enhancements we talked about? I think we aught to pay Razah’s friend a visit.

Cyclops turns to the laboratory. Jean lies unconscious inside. They move to her, Hebzibah activates a console nearby, freeing Jean from the metallic fly trap...

196.

CORSAIR (O.S.)Looks like they were prepping her for genetic experimentation. We’re lucky to have arrived when we did.

Jean’s eyes flutter open.

CYCLOPS (O.S.)Jean?

Jean turns to Summers.

CYCLOPSHey... We missed you.

Jean sits up, weary.

JEANHow long was I out?

CORSAIRI don't believe I've had the pleasure...

Corsair extends an arm.

CYCLOPSJean, this is -

JEANCorsair, I know who you are.

Jean takes Corsair’s hand. Corsair and Summers help her to her feet.

CORSAIRAnd your the hot stuff that beat the pants off of his hinee's top dog. Anyone who can do that to Gretchin is welcomed aboard my ship, anytime.

Jean stares at Corsair, peculiar.

CYCLOPSWhat is it, Jean?

Jean looks to Summers.

JEAND'ken, has breached the temple.

197.

CYCLOPSWe have to stop him. Can you teleport us?

JEANI can’t... I need time.

An earpiece emerges from Corsair’s gear, puts it in his ear.

CORSAIRI'm afraid that's something we don't have an overabundance of at the moment.

CYCLOPSWhat are you doing?

CORSAIRCalling in the cavalry...(Into radio.) Ch'od! Bring her in.

INT. M'KRAAN CRYSTAL TEMPLE - MOMENTS LATER

D'ken and the Imperial Guard gawk at the majestic interior...

D'KENIn-credible!

The insignia on Lilandra’s hand begins to glow, projecting itself onto surfaces. She inspects it, eyes coated with a hypnotic gleam. Lilandra is drawn to the center of the room... An engraved design on the ground similar to her own. She stops, reaches out... The projected symbol aligns with the engraved one.

The engraving illuminates, light flows from it spreading throughout the entire room, a nervous system...

D’KEN (O.S.)Magnificent!

The engraving transpires to an alter. D’ken noses toward it.

D’KENAt long last, the crystal lies within my grasp.

INT. D'KEN'S SHIP, HANGER - CONTINUOUS

The X-Men storm a huge room full of space-age vehicles. Several Armed Guards react, only getting one or two shots off before being handled. One tries to radio it in:

198.

GUARD(into radio)

The intruders have breach in the south west hanger, requesting immediate (Screams.) -

ROGUENot so fast, tattle-tale!

Rogue abducts the Guard - Beast backed by Wolverine heads for a control panel on the wall, utilizes it. Wolverine deflects blasts with his knives, taking down Guards -

Banshee unleashes an ear-splitting - WAIL! - stunning Armed Guards and their weapons, rushing in high knees and sucker punches -

Rogue flies with the Guard in hand, spotting a small group of Armed Guards below, Rogue spins the Guard, he screams -

ROGUEYeeeeeehah!!

Rogue LAUNCHES the Guard - crashes into the others.

Beast works with Sylvia at the control panel...

WOLVERINE Anytime, hank!

BEASTLogan, please! - Sylvia, tell him that this is a very delicate operation...

Wolverine take gunfire, rushes the Nervous Guard -

SYLVIA (O.S.)This is a very delicate operation, Him.

Wolverine SLICES the Nervous Guard’s rifle - Nervous Guard yelps, Wolverine abducts him - dragging him toward Beast - wounds healing...

Slams the Nervous Guard by the control panel - SHINKT!

WOLVERINE(scouring)

Open it...NOW!

Nervous Guard touches the panel, waves his wrist at it - the hanger DRONES open. Beast detaches Sylvia from the wall, disappointed.

199.

BEAST(sighs)

No one knows how to take the joy out of science better than you, Logan.

Banshee spots a gang of troops charging from the entrance, inhales deep - Rogue’s hand covers his mouth -

ROGUEPlease put a sock in it, shamrock. Ah got it...

Rogue moves to a Scouter-bug.

BANSHEEDo ye mind?! - It's what I live for!

Rogue PUSHES the craft - SLIDES across the room, Guards in its path flee as it SCREECHES to a halt - barricading the entrance.

A Hover-cycle rides at Wolverine, blasting. Wolverine dodges, managing to overthrow the Guard, assumes control of the craft.

Wolverine pulls up next to Rogue -

WOLVERINECome on, we're missing fireworks.

ROGUEAh’m touched...never took you for a romantic.

Rogue cozies behind Wolverine. The Hover-cycle takes off.

A Hover-cycle comes at Banshee, he SCREEEAMS! - the craft looses power the rider is thrown as it swivels and crashes to a halt. Banshee, stands it up, mounts it, searching for the ‘on’ switch. Beast is clocked, approaching...

BANSHEE(to Beast)

Ye have any idea how to get this blasted thing to work?!

Beast skims over the incomprehensible controls, comes to.

BEASTOne method does spring to mind...

200.

Beast rears up on the Felled Guard, Beast - ROARS! The Felled Guard motions at the control pad, the Hover-cycle hums to life. Beast feels a twinge of satisfaction and a stare coming from:

WOLVERINENot very scientific...

BEASTI suppose one can't argue with the outcome considering the circumstances.

Beast mounts the craft, revving the engine -

EXT. TEMPLE GROUNDS - CONTINUOUS

The X-Men race toward the pyramid. Beast spots Armed Guards on three Hover-cycles coming up from behind.

BEASTIt appears what our adversaries lack in skill, they make up for in persistence!

The Armed Guards OPEN-FIRE - X-Men swerve, avoid the blasts.

BEASTSean, I sense we ought to render a plan of action without further delay!

BANSHEEAye - I've got just the thing. Hang on!

Banshee swerves to face them - WAAAILS! The pursuing Cycles stammer, swiveling then, crashing... Banshee steers back around -

BANSHEETAKE THAT YE HAPE OF MAGGOTS!! (Laughs.) -

BOOM! - a blast barely misses them -

BANSHEEWoah! - Mother of mercy!

Banshee glances behind him, sees a spire of smoke and fire -

THE PYRAMID ENTRANCE

201.

The Armed Guards at the pyramid place space-tech on the ground, a suitcase, it transforms into a Turret Cannon then - FIRES!

BOOM! - a second explosion barely misses our heroes.

WOLVERINEEy, do somethin -?!

ROGUESure thing, shugah!

Rogue takes flight toward the small army.

Gambit, bruised and battered, restrained by Imperials, neck exposed as Hobgoblin stands over him with a blade for an arm. The executioner...

Rogue, dodges heat barreling toward the group of Armed Guards, locks on to a Turret Cannon below, plunges - KABOOM! - The ground QUAKES, stunting Guards - Rogue powers through the crowd of Guards, taking out Turrets one after another -

Gambit spots Rogue, manages to break free from the Imperials -

INT. M'KRAAN CRYSTAL TEMPLE - CONTINUOUS

Commotion from outside can be heard, Gladiator looks over his shoulder, several Imperial Guards leave the room...


Banshee sonic SCREEEAMS stunning troops. Beast stands up on the back of the Hover-cycle.

BANSHEEYer ready, fur ball?!

BEASTSticks and stones, my friend.

Banshee hits the breaks - the Hover-cycle tilts forward - LAUNCHING Beast, he cannonballs - SMASHING into troops, bowling pins.

Wolverine steers the Hover-cycle at the entrance, soon abandons it - it BURSTS into flames on the giant foot of... Titan.

A large fist comes at Wolverine from above, he dodges - claws himself onto the giant’s wrist - Titan reacts, GROANING! - grabs at the site of damage - Wolverine drops, evading -

202.

Rogue delivers a powerful uppercut to the giant - Titan MOOOANS! The Lock-ness monster, STUMBLES into the pyramid, shrinking down to size.

More Imperials emerge from the temple.

Earthquake turns facing the entrance...

He STOMPS! -

A thick wall of sediment RISES, congesting the opening.

The Imperials take to action:

Starbolt flies at Rogue, who has her back turned, before Starbolt can throw flames, she turns - BAM! - several kinetic cards, drop him. Gambit spins, dodging swift snake hands belonging to Mentor, until - WHAM! - Rogue, SMASHES him aside, nonchalant, then storms to Gambit -

GAMBIT(smiles)

Hey, Cher!

Rogue removes her glove - SLAPS him with it.

GAMBITOw -!

ROGUE(puts glove on)

That was for Cyclops - You think he liked gettin his face blown off -?!

GAMBITDis not de welcome Gambit expected -

Guards approach them, they fight back to back, carrying on -

ROGUEAnd what took you so long anyhow?!

GAMBITThree of a kind without a poker face is a loosin hand, mon-cher!

Manta's beam of light on Beast’s trail. Banshee spots Manta, SHOUTS! - she drops. Smasher SMASHES Banshee - he drops, a boot kicks his torso - flips him to his feet.

BANSHEEWhere I’m from, ye don't kick a man when he's (Sonic Screams.) DOWN!

203.

Smasher is stunned, Banshee unleashes a fury of drunk punches - Smasher counters - Banshee crumbles, Smasher leans in.

SMASHERThen I suggest you retire to your ill-reputed origin, creature of habit!

Smasher delivers another swift kick -

Earthquake drums up a large rock - head-butts it, following it - CRUMBLES on the back of Rogue’s head - She drops a Guard from a vice grip.

ROGUESomeone's throwin rocks...

Rogue turns, spotting Earthquake, poaching.And that ain't playin nice.

Rogue and Earthquake square off. Earthquake summons the ground for extra armor and a bolder for an arm. Rogue clobbers him - he SMASHES against the pyramid.

ROGUEFinished, already?! Awww, you’re breakin ma heart.

Suddenly, Rogue's world darkens...

ROGUEWhat, in -

Rogue spins, frantic, wearing a sleeveless shirt on a crowded street.

FEMALE VOICE (O.S.)There you are...

A hand grabs her - Rogue spins, drawing back.

FEMALE VOICEI've been looking far and wide for you little girl - now you comin home to mama.

ROGUEMamma?... Mamma, let go.

MAMAWhy’d you leave us, Rogue -?

ROGUEMamma, let go-a me!

204.

MAMA, in her early fifties, begins to deteriorate, aging rapidly. Rogue tries to force her to let go but can't...

MAMAAh took you in and loved you as if you were my own flesh and blood. And you abandoned me. (More desperate.) Ah called on you. And you weren’t there for me, like ah was there for you. Why did you leave me, Rogue?

By now, she's a talking corpse, Rogue breaks down.

ROGUEMamma, stop! - Lemme go!... Please!

The corpse collapses into a pile of broken bones. Rogue falls apart...

Coming out of the darkness, a dark aura surrounds a hand belonging to Nightside, focusing dark energy at Rogue. Suddenly, Nightside is SMASHED.

Gambit appears next to Rogue, offering a gentle hand.

GAMBITDats some bad gris-gris, petite.

Rogue, frigid, looks up at him, takes his hand... The HOWLING of an interstellar engine, Gambit and Rogue rise.

The Starjammer blazes in from above - BLASTING - Vegas fountains of fire ERUPT - Guards rag doll.

The Starjammer, the stylish inverted dragonfly of alien vessels, hovers above the pyramid entrance. Its hatch opens. A large fearsome reptilian-humanoid tank yells free-falling from the hatch, BLASTING!...

CH'OD, lands, continues mowing through the Guards with an automatic energy rifle - BLASTING Smasher, then Mentor -

INT./EXT. STARJAMMER, TEMPLE GROUNDS - CONTINUOUS

A tether drops through the opening to the ground below.

MALE VOICE (O.S.)(from radio)

Captain, I will await your transmission.

205.

CORSAIR(into radio)

Negative, I want you as far away from here as possible, understand!

MALE VOICE (O.S.)(from radio)

Yes, captain.

Corsair turns to Hebzibah at his side.

CORSAIRReady, my love?

Hebzibah cocks an energy rifle. He loves this woman, they kiss passionately...

CORSAIRNow, let’s pay our respects to our dearest friend.

Corsair jumps through the hole. Hebzibah grabs the vine, winks at Jean and Cyclops, then drops through the opening -


Corsair lands, reflecting, firing his pistol, Hebzibah moves in unison with Corsair.

INT./EXT. STARJAMMER, THE WORLD - CONTINUOUS

Jean glances through the opening. Hesitant.

JEANScott...whatever happens -

CYCLOPSIt's alright, Jean... I trust you. Whatever happens, I'll be with you every step of the way.

They embrace.

JEANI love you too, Scott.

SCOTTReady?

Jean nods.

206.

SCOTTLet’s go!


Starbolt seen toasting Wolverine. Ch'od has Starbolt in his sights. Starbolt spots Ch’od and begins flying in figure eights -

Flashfire moves to blast Beast from above - an optic beam SWATS him out the sky. Beast turns to the source...

Suddenly, Starbolt freezes mid-flight, then plummets - SLAMMING to the ground. Ch'od turns to...

MUSIC swells as Jean and Cyclops, join the fray!

Clearing house with a fierce crimson telekinetic tide...

DEEP SPACE

The fabled Nine Dying Stars form a perfect cross... A temporal light streams from the crucifix tracing back to -

TEMPLE GROUNDS

The stream of energy cascades through the pyramid’s summit and into -


Lilandra, at the center, reaches for D’ken...

EXT. M'KRAAN TEMPLE GROUNDS - CONTINUOUS

JEANCyclops, the alignment -!

CYCLOPSX-MEN, Let's MOVE!!

Jean and Cyclops move as if their hearts beat as one to the temple’s entrance.

Cyclops BLASTS the ground - Jean LAUNCHES debris at the Guards. The rest of the team feeds off of their synergy, converging around them, then...

207.

Jean uses telekinesis to manipulate the Cyclops's force beam - crimson curves, lashing through baddies, quickly clearing a pathway to the entrance...

Cyclops unleashes a final, PARROWW!!! --


The barricade of rock CRUMBLES!! - The moment our heroes enter the temple... It is as if time stands still, turning to see D’ken and Lilandra, as a tower of crepuscular light descends onto them.

D’ken’s nefarious laugh heightens following them up and into a rush of prismatic light, approaching the black center of a light tunnel, soon coming to an -

INT. UNKNOWN DIMENSION - CONTINUOUS

Top down view of a round platform, with a small bright pink nucleus. Closer in, two inert bodies, Lilandra and D’ken, come into focus...D'ken gathers his bearings.

To his allure, D’ken’s eyes graced by the most brilliant light he’s ever seen... The M'KRAAN CRYSTAL. A magnificent pink diamond-like gem. He finds his feet, creeping toward it.

D'KEN'Gaze upon the purest light and let thine eyes be whole once more...' The M'kraan Crystal.

D’ken reaches for the crystal - WHAM! - a fist socks him, he yelps, stumbles back. Sees, Lilandra.

D'KENYou?!

LILANDRASurprised to see me, brother?!

Lilandra screams, throwing everything she’s got at him. An ugly, grimacing struggle occurs between them. Lilandra seems to be winning... Then, with all his might invested, D’ken drives a boot into her - Lilandra ‘oomfs’ backward -

Lilandra charges, letting out a fearsome battle cry, diving at D'ken - both fly off the edge of the platform. Screams fade into the darkness...

Soon both emerge, falling from above - BASHING hard against the platform.

208.

Stillness for a moment....

D'ken gets upright first, chuckles. Stumbling for the crystal. He ceremoniously hoists it off its pilar...

D'KENIt is, real. It is, here. And it is, finally, Mine.

A lustful gleam in his eyes and a smirk, raving mad. The crystal’s glow strengthens -

Without warning, strands of LIGHT sear from the crystal, FLARING into his chest. His laugh deepens as his mirth grows with his size. The crystal blackens, as he is filled with its light.

Lilandra comes to, eyes widen in terror, as D'ken receives the ultimate power.

LILANDRANo.

INT. M’KRAAN CRYSTAL TEMPLE - CONTINUOUS

Time continues for the X-Men and Imperials...

The room darkens. The omnipotent laugh of D’ken echoes, heads turn in confusion...

D’KEN (V.O.)...You’re, too, late!

D’ken and Lilandra, materialize from the unknown dimension.

CYCLOPSJean?!

JEAND’ken’s wish has been granted...

The blackened crystal levitates in D’ken’s hands. It assimilates into his chest.

JEAN (O.S.)He has merged with the matrix of the crystal.

CYCLOPSNot if I can help it -!

Cyclops BLASTS at D’ken - Jean tries to stop him -

209.

JEANNo - Scott!

D’ken laughs, absorbing the blast, unleashing his own - Phoenix’s arms spread - the blast dampens against a fiery psychokinetic shield.

D’ken, now two story tall, grabs Lilandra - she struggles in his grip.

GAMBIT Gambit don’t like dis one bit.

Jean turns to the others.

JEANGo, now! - Phoenix and I will handle this.

CYCLOPSWe’re not leaving you -

A hand lands on Jean’s shoulder - spinning her. You can’t do this alone - what if you’re not strong enough -?

JEANI am. Because I have to be...

Cyclops, crushed. Embraces Jean.

Lilandra realizes D’ken focusing energy. Turns to the X-Men -

LILANDRAX-Men -!

Phoenix turns - waves a hand, LAUNCHING the X-Men out to -


The pyramid vomits our heroes... A EXPLOSION coming from inside... They get to their feet. D’ken’s omnipresent hysteric cackling can be heard. Cyclops rises -

CYCLOPSJEAN!

The ground begins to tremble. Light dims, they look to the sky, clashing as a dark whirl of clouds careen above the temple.

WOLVERINEWell, that can’t be good...

210.

The gold pyramid begins to collapse, imploding. The X-Men look on in horror. What’s left of D’ken’s army seen fleeing in the backdrop.

BEAST‘Yea, though I walk through the valley of the shadow of death, I shall fear no evil.'

BANSHEEFor what it’s worth, it’s been an honor.

Gambit locks eyes with Rogue, she moves in close, embracing.

ROGUEGambit, there’s something I’ve been meaning to tell ya... Ah know, ah’ve said and done some things ah didn’t mean. Truth is...I’ve always loved you, Gambit. And I can’t stand to spend another moment actin as if you don’t mean everything in the world to me. (Shakes head.) Ah feel like a blame fool, all these days ah’ve spent nickel and diming, tryin to buy a house with no husband. (Tears form.) It's a dog on shame it’s taken me until now to figure out that living a life of fear and regret, is a life ah don’t wanna live in. (Wipes tears away.)

Gambit considers her. Rogue attempts a smile, chuckles. Better late than never, ah -

Gambit reels her in, kissing her like he has never kissed another woman before...

Pulling out as the ground beneath them begins to fissure -


The cosmos undergoes cataclysmic chaos as celestial bodies of light flush into an event horizon...

INT. X-MANSION - CONTINUOUS

Xavier reacts from a sudden flash of psychic trauma. Moira sees him, responding -

211.

MOIRACharles!... What’s happened?

INT./EXT. BLACKBIRD - SAME TIME

Storm and Jubilee (uniformed, with signature yellow jacket) in the cockpit. Storm suddenly collapses -

JUBILEEStorm?!

INTERCUT --

OUTSIDE THE BLACKBIRD

The Blackbird whines into a dive toward storm clouds -

BACK INSIDE

Gauges spike, alarms chirp - Jubilee pulls hard on the control stick, it won’t budge.

JUBILEENo, no, noooo! - not on my first day!

Jubilee skims the dashboard.Okay, Jubilee... You can do this - nothing you can’t handle, right?

Finds the auto-pilot button, mashes it -

The Blackbird swoops up into ascension just above The City...

Storm, on the rise, hurls. Jubilee sees this, blurts -

JUBILEEYikes...

EXT. INSIDE THE M'KRAAN CRYSTAL - MOMENTS LATER

The X-Men and Imperial Guard, lie scattered on an inverted pyramid of stone, floating in a nightmarish void. The supers come to.

BEASTMy word.

WOLVERINEWell...we ain't dead.

212.

BANSHEEAnd ye can tell it how?

WOLVERINEI've killed plenty in my day. For me to end up in the same place as goody-two-shoes over there (Indicates Summers.) Someone had to mess up pretty bad.

Rogue lies catering to an unconscious Gambit.

ROGUEGambit? - Gambit, quit playin possum, swamp-boy - ah ain’t given you mouth to mouth.

Gambit groans awake, his eyes flutter open to Rogue.

GAMBITLooks like I overshot heaven, and landed in a much better place, cher.

ROGUE(weak chuckle)

Dream on, Cajun.

Rogue rises, then Gambit. Surveying.

Beast observes the backdrop... A reverse black hole above the horizon, casting out cosmic bodies seen as bolts of light that ark over them, following as they converge to a white hole, on the opposite side of no where.

BEAST‘Between two worlds, life hovers like a star, twixt night and morn, upon the horizon's verge.'

A beat.

CYCLOPSWhere's Jean?!

As if he's been listening in the whole time, silence is maimed by a familiar cackling. The X-Men, alert, unsure of the source -

D'KEN (V.O.)Here is your champion!...

Jean emerges, clamped to a stone wall. She isn’t moving.

213.

CYCLOPS (O.S.)Jean!

The X-Men dash for her. Another omnipresent laugh, the wall leans forward, topples over with a great - THUMP! - Almost crushing them.

CYCLOPSNOOOO!!

The stone melts into the quicksand like ground. Cyclops, unnerved, collapses to his knees. D'ken, laughs. Cyclops rises, livid.

CYCLOPSCOME OUT AND FIGHT, COWARD!

The X-Men assemble behind him....

A wide view of the platform, clouds transpire forming an impression of D'ken's face. Cyclops BLASTS crimson - puncturing the cloud formation. The phantom vanishes, then reappears on his left, Cyclops turns, unleashing again -

To no effect...

The phantom face opens its mouth wide, closing in on the X-Men, they flinch, the clouds ghost through them. The Star dust cumulates a large humanoid shape, hardening, forming D'ken in a crystallized form.

His eyes and mouth open, blasting beams of energy, Cyclops is LAUNCHED - Rogue takes flight, catches him.

Wolverine charges D'ken, who wistfully points a handful of fingers at Logan, they sharpen, extending - they impale Wolverine, pinned, SCREAMS in pain. D'ken hoists Wolverine, Gambit chucks kinetic cards at D’ken - he shatters, an M-80 to a wine glass - Wolverine Drops.

The crystal shards still lodged in Wolverine’s chest and abdomen. He grimaces, removing a crystal shard from his abdomen, he watches as it dissolves into a black tar, melting into the ground, becoming shadows. Wolverine looks up as an ominous laugh is heard...

Following the shadows as they traipse along the ground merging to form, D’ken.

Gladiator kneels, the Imperials follow, D'ken turns to them.

214.

GLADIATORYour Majesty. Your loyal servant requests the honor of ridding you of this vermin, once and for all.

D'KENHow noble of you, sweet Kallark. You may begin by annihilating my treacherous sibling. With each passing moment, I grow tired of her melodramatic exhibitions.

Lilandra emerges from the ground, bound and gagged - Gladiator rises, taken aback by this.

GLADIATORYou promised - the princess would be allowed to live -?!

D'KENAn old promise that died with the old world.

Gladiator turns to Lilandra, her eyes plead. Gladiator's inner struggle is ever more present now than ever... His defining moment.

GLADIATORYour highness... I beg of you, Please do not ask this of me.

D'KENI am a god now, Gladiator! It would be wise, to obey me!

Gladiator looks inward for a moment, then concludes...

GLADIATORYou are no god of mine!

Gladiator SCREAMS - striking D'ken with all he’s got. D'ken takes his onslaught of punches, grunting in pain. The others look on ecstatic... Suddenly, the grunts of pain become a fit of laughter as D’ken can't pretend anymore. Gladiator, pauses. Realizing...

D'ken is mangled but not bloody, beaten, dented, warped beyond recognition. All else express terror. D’ken snaps back to his original form, raises a fist, it grows - he SMASHES Gladiator back - LAUNCHING him.

The Imperial Guard take action, Titan, grows in size - STOMPS! - on D'ken. The ground under his foot turns to liquid, sinking Titan’s limb down to his shin -

215.

A much larger D'ken emerges, dwarfing Titan - SMASHES Titan - he topples over. D’ken laughs, throws a fist into the air, cheering himself on, reveling in his newfound powers...

Projectiles from below chip away at his rocky exterior. D'ken's massive arms extend, plunging into the ground - quaking as train of rock and sediment trail toward our heroes. A pair of stone hands emerge, towering. The fingers morph, transforming into Stone Ogres. Following the Stone Ogres as they plummet, dropping by the X-Men and Imperial Guards.

Banshee WAILS! - An Ogre vibrates until it CRUMBLES apart. POW! - Cyclops BLASTS an Ogre - it breaks in two. Gambit tosses a card. BOOM! - a Ogre EXPLODES. An Ogre behind him tries to crush him, Rogue punches, severing its limb in mid-air.

ROGUEWatch yourself, Cajun!

Gambit flings another card at the stone Ogre - CRUMBLES! Following Gladiator in flight as he one-shots several Ogres.

Earthquake, STOMPS! - a spire of rock sprouts from the ground in an instant - leveling an Ogre. Oracle gets taken by an Ogre. Starbolt sees this, throws a FIRE-BALL - BLASTING it, freeing her. Oracle and Starbolt embrace.

A BOLT of ELECTRICITY leaves Flashfire - STRIKES a Ogre in the chest - Ineffective. It rears back to retaliate when, a bio-whip finds its arm, it struggles against Husser, until... CRUMBLE! - The Ogre’s arm gives way. The Ogre turns after Husser, she flees, Hobgoblin intercepts, morphing into a, BARACH'AN SHOVEL BEAST (A mammoth red eyed beast with a hanging jaw resembling a shovel, hence the name.) It's jaw snaps - POW! - POW! - Taking out Ogres with a single blow.

RED BEAMS streak across the screen - WHOMPING the shovel beast - it falls, morphing back into Hobgoblin. D'ken unleashes in all directions. Our heroes and allies scatter in defence. Earthquake summons a wall of rock - a blast destroys it.

Gladiator kamikazes at D’ken - driving a punch into him. His arm lodged in his chest, tries to remove it but can't. He looks up. D'ken looks down at him, Grinning, menacingly. Gladiator screams as he is hit with some kind of energy, launching him -

Rogue catches him -

ROGUEGotcha, big guy!

216.

D'KEN (O.S.)This is the most fun I've had in years!

BEASTHe's toying with us!

LILANDRA(grave)

It's no use - we cannot stop him now.

Quaking, stone arms emerge, surrounding, Lilandra. She flinches, they pose - a transparent orb materializes, containing her, she claws for freedom...

LILANDRANO!

GLADIATORPrincess!

The orb levitates into D'ken's hand.

D'KENX-Men! Pledge your loyalty to me. And I just, might, be, merciful.

LILANDRAThe X-Men will never serve a mad man!

A liquid materializes at an alarming rate within the orb -

D'KENYou're time is running out -!

Lilandra rises inside the orb in panic -

LILANDRABrother! - no...wait!

Cyclops solemnly steps forward, a hand stops him...

WOLVERINEWhat do you think you’re doing, Summers?!

CYCLOPSWhat do you want me to do, Logan? - She'll die.

217.

Cyclops pulls away from Wolverine, continuing on. D'ken laughs, overzealous. Lilandra looks on. The orb, three quarters full.

EXT. ROOFTOP, NEW YORK CITY - CONTINUOUS

Storm and Jubilee exit the Blackbird. A clash of thunder, they peers up at the tempestuous sky, then to the flooding streets below in chaos.

JUBILEEWhat do we do?

A beat... Storm turns to Jubilee.

STORMRemember what we’ve talked about. You’re stronger dan you think. Are you ready?

Jubilee nods.

EXT. LIVING ROOM, X-MANSION - CONTINUOUS

Xavier recovers from his psychic trauma.

MOIRAAre ye alright, Charles?

Xavier stares into space. Tears begin to form.What is it? Tell me what’s happened?!

Xavier turns, leaving in silence...

Following Xavier as he wheels pass the study, holding on a TV screen. The news headline reads: 'GLOBAL DISASTERS RAGE!' The images on screen depict: forest fires, flash floods, erupting volcanos...ect.

NEWS REPORTER (V.O.)...An evacuation has just been issued for the New England coastline as a tsunami rapidly approaches... Many specialist have accredited global warming to be the cause of these catastrophes. Although many religious experts are calling it, doomsday. Uh, again it’s only speculation at this point...

218.

EXT. NEW YORK CITY STREET - CONTINUOUS

Storm descends with a Civilian to the flooded streets.

CIVILIANOh - thank-you. Thank-you!

The Civilian hustles away.

CALISTO (O.S.)Is this the wrath of your rule...

Storm turns to see several figures emerging.

CALISTOHome wrecker.

Morlocks appear from the alleys and several become dozens.

STORMYou know, I had nothing to do with this.

CALISTOTell that to the young ones.

STORMLittle late to claim compassion, Calisto...why are you here?

CALISTOThis city is ours as much as it is yours... It’s all we have.

STORMThen help me help those who have once turned you away.

CALISTOCram your self-righteous catch 22, sunflower - You don’t own me.

A beat.

Calisto, stubborn, irritated, turns to the Morlocks. Morlocks, save the humans or have your head on a spike!

The Morlocks disband. Calisto looks to Storm.

CALISTOSatisfied?

219.

STORMBetter.

EXT. UNKNOWN DIMENSION - MOMENTS LATER

Cyclops faces off with D’ken.

D'KENWhat a shame, the bravest of hearts are often amongst the first to die.

D'ken's eyes LIGHT UP red - The X-Men flinch -

ROGUE Cyclops!

WOLVERINELook-out!

BEASTCyclops!

Cyclops removes his visor, his optic blast contests against the death ray, managing to hold his own for a moment until... D'ken SHOUTS! - his beam, strengthens. Cyclops, grimacing, weakening... barely keeping when... We hear the soft omnipresent echoed voice of:


Scott...

The sounds fades, orchestral MUSIC, swells.Scott...

CYCLOPS (V.O.)(telepathy)

Jean?... Where are you?


I am, here... Where I always have been... Where I always will be.

The phoenix aura ignites from his chest, Cyclops ROARS! -

D'KENNO!

The blast DEVASTATES D’ken.

Lilandra's orb falls...shattering. Lilandra coughs for air. Crystal shards rain.

Cyclops closes his eyes collapsing on all floors, breathing heavy, emanating phoenix fire.

220.

The fire abandons him, breathing light into a figure nearby. The X-Men look on with hopeful eyes...

BEASTMy goodness.

WOLVERINEI, don't believe it...

Following a pair of gold gloves as they lift the ruby quarts visor off the ground, gently sliding them on Cyclops, like a glove. Off his POV: his visor recalibrating... He sees:

CYCLOPSJean.

Jean smiles.

JEANHi, four-eyes.

They embrace, warmly.

CYCLOPSYour alive... How?

JEANYou love me with all your heart. No matter what happens - I'll always find a way.

Cyclops touches her face. They kiss passionately...

Gladiator helps Lilandra sit upright.

LILANDRAI am reminded of the court - how you stood in silence as they banished me from the empire, from you, forever...

Lilandra touches Gladiator’s face.This time, you did not disappoint.

GLADIATORPlease forgive me, Empress.

LILANDRAEmpress?...

Gladiator bows, graciously.

221.

GLADIATORI hereby pledge my heart and soul, to you, your highness. From this day henceforth, My powers are yours to command. If that is what you wish.

Gladiator leans in for a kiss, Lilandra gives into him when - the obscene laugh of, none other than, D'ken, interrupts them - they spin, surprised, horrified. Phoenix and Cyclops rise.

D'KEN (V.O.)FOOLS! NONE OF YOU UNDERSTAND!... I AM THE WIND BENEATH YOUR WINGS!

A powerful gust of wind - the group brace themselves.

D’KEN (V.O.)THE GROUND UPON WHICH YOU STAND!

SHAKING - the ground, swells, D'ken's face forms, a fist SHOOTS up, D'ken emerging hundreds of feet tall. Fissures from D'ken’s mountainous trunks, collapse the platform, chunks of red rock teeter, breaking apart from one another.

The X-Men and Imperial Guard, scramble to save each other from being swallowed up by the ground. D’ken towers above our heroes, his voice deep as ever...

D'KENYOUR SALVATION, AND YOUR DEMISE!

D’ken, BLASTS at the group - Phoenix projects a barrier.

PHOENIX (V.O.)The crystal has destroyed you, D'ken! The universe shall not share your fate!...

D'KENTHIS WORLD IS MINE! - YOU HAVE NO POWER HERE, CREATURE!

Phoenix turns to the others.

PHOENIX (V.O.)I will transport you all to the starjammer - beyond the reach of D’ken’s power.

A BIRD CRY - the phoenix fire extends to the others.

D'KENNO!! I am the crystal!

222.

D'ken SHELLS out of his rock form, increasing his size. The platform breaks completely, our heroes levitates, unfazed. D'ken is burned by his attempts to grasp them.

The bird of fire escapes into the dark event horizon -


Igneous light comets from the massive event horizon... in a flash the Psychic fire-bird nestles into the -

INT. STARJAMMER - CONTINUOUS

The group emerges from the blazing psychic inferno... Razah, a cyborg-humanoid hybrid enters, aiming an energy-rifle at the Imperials.

RAZAHCaptain! - Are we to be compromised?!

CORSAIRStand down, Razah!

Razah lowers his weapon.The Imperial Guard dogs are no longer slaves of his, mad-ness-y.

Gladiator takes offence to this.

GLADIATOR(to Lilandra)

Forgive him, empress. (Looks to Corsair.) Even in his last moments, his breath reeks of a rancid tongue!

CORSAIRWait, you hear that? - I thought I heard someone saying something but to listen would be an insult to my ears -

LILANDRAPlease, they are of no threat compared to the horror that awaits us if the phoenix does not find a way to cure the crystal of my cursed brother.

JEAN (O.S.)We have learned of a way...

223.

All turn to Jean.

JEANIf I am strong enough...

PHOENIXJean was chosen for her empathic abilities. Just as the crystal is the living center of our universe, inside the crystal lies another. She felt it's beauty and pain where I could not... I know now what must be done.

JEANWe must join with the matrix of the crystal's energy field as D'ken did, It is there where Phoenix and I maybe able to overwrite what he has written and restore what has been broken.

CYCLOPSYou're not coming back, are you?

Jean touches Summers, they embrace, lovingly...

WOLVERINE (O.S.)Jean?

Jean turns to Wolverine.

WOLVERINEI'm gonna miss you...

Jean touches him. Kisses his cheek, tender.

JEANGoodbye, Logan...

She turns to the X-Men.

JEANGoodbye, my friends...

Jean and Cyclops levitate in one last passionately kiss... A rush of MUSIC cues. Finally, closer in as their hands depart from one another.

JEANBye, Scott...

Wings of fire SPREAD from Phoenix.

224.


I love you all.

Jean’s figure vanishes completely, becoming the phoenix flame. A FLASH of twilight, and she’s gone...

INT. NEWS ROOM - MOMENTS LATER

A news report prepping to be cast.

NEWS DIRECTORAnd we’re live in, five... four... three... (Signals countdown.)

Composed Anchorman suddenly confused by the omnipresent voice of:

XAVIER (V.O.)Mutants... My name is Charles Xavier. Today, we are faced against terrible odds. But we must not abandon hope...

INSERT CUT: Phoenix, soars into the event horizon.

XAVIER (V.O.)...Most of us have spent our entire lives hiding in fear of: rejection, torment, even certain death...

INSERT CUT: The Morlocks help a frightened crowd flee. Shifter transforms into a Pterodactylus, rescuing a woman. Storm focusing, dozens of tornadoes surround Long Island, neutralizing the tsunami threat.

XAVIER (V.O.)...Now, the time has come to show humanity what we are truly made of...

INSERT CUT: A looter is apprehended, webbed, then dangled to a street lamp, by a figure in blue and red clinched uniform.

XAVIER (V.O.)...That we are not, demons or possessed by evil spirits...

INSERT CUT: Lightning strikes a gargoyle atop a stone building, a crowd of people below. Jubilee lunges - DECIMATING the ground bound bulk of stone.

225.

XAVIER (V.O.)...But divine creations capable of greatness beyond the limitations of ordinary humans...

INSERT CUT: Mount Kilimanjaro coughs up ash, and lava. MIJNARI, African teenage male with super speed shepherds a herd of sheep into a nearby cave.

XAVIER (V.O.)...Today, we are given a choice. A choice to either become apart of the ‘mutant problem...’

INSERT CUT: Magneto (helmet off) contemplates on a metal throne in a metal room.

XAVIER (V.O.)...Or rise and become part of the solution...

INSERT CUT: Storm releases her influence. The tornadoes die.

XAVIER...The choice, is yours. Good luck to us all...

Xavier removes Cerebro, rests it on the dashboard, and leaves... The lights quit one by one down the catwalk.

EXT. UNKNOWN DIMENSION - MOMENTS LATER

The Phoenix arrives on the platform now more sinister, sharp, dark with pulsing veins. Her fire fades as she takes shape. She turns to, an energy, an orb is revealed high above the center.

D'KEN (V.O.)(laughs)

The last hope for civilization, is a girl on fire.

Dark energy collates - forming a dark rich representation of D'ken standing opposite to phoenix.

PHOENIXThis is your last chance, D'ken - Surrender now or face the consequences.

D'KEN(laughs hysterically)

Oh - I shutter the thought!

226.

D'ken teleports - SMASHES at Phoenix - Phoenix defends. D'ken teleports back - BLASTS - curving a beam, to strike Phoenix from behind - she deflects it. D’ken remains amused throughout the battle...

They’re a plethora of teleports and abstract strikes: At one point, D’ken forms a SHADOW BLADE - missing. Phoenix lunges - a wedge of fire streams at him - D’ken evades. Phoenix forms a FIRE-WHIP - they combat for a moment - disappearing and reappearing. Both seeming equally matched...

Phoenix sets fire traps like before using her phoenix flame and psy-orbs... D'ken is launched into the phoenix flame - it SLAMS him to the ground, Phoenix catches his bounce with the fire whip, and sends him packing...

To Phoenix’s surprise, D’ken teleports beside her, BLASTS her - pulling out as she is LAUNCHED through the platform - Phoenix recovers - suddenly taken from behind. A D'ken doppelganger appears - SMASHING her, until... Phoenix manages to BURST free.

Phoenix SMASHES him and the doppleganger - they go to pieces... A massive red eye emerges in the backdrop... Phoenix is a green speck in comparison... The iris BLASTS Phoenix, her psychic shield fails - she ricochets off floating masses in the backdrop - falling to the platform.

Dark energy gathers and D'ken appears on the platform, as before. He struts toward Phoenix who isn't moving.

D'KEN(chuckles)

You see?! - you cannot win!

Jean gets to her feet.

PHOENIXYour power, much like your dream is a false one.

D'KENIt is real! - I will, show you!!

D’ken BLASTS! - Phoenix shields. D'ken begins to split into two, four, then eight, multiplying with each passing second, they surround her, unleashing...

Phoenix struggles for a moment, she motions, a fire-wall begins to spiral around her. She looks up, the flames spread upward, whirling around the orb. She takes to it.

Doppelgangers, now by the hundreds, continue to bombard the FLAMING CYCLONE.

227.

Phoenix reaches the orb, rests it between her palms. The doppelgangers now by the thousands still cannot penetrate the flames.

PHOENIX (incantation)

I am, the Guardian... I am, the protector... I am, the light...

The doppelgangers begin to swarm around the cyclone, they SMASHING into the barrier - its base begins to blacken. Tainting it from the ground up.

INSIDE THE CYCLONE: Phoenix sees the darkness fast approaching below. The darkness forms A GIANT DARK HAND. D'ken is heard laughing -

Phoenix flees from the gigantic hand as it attempts to grab her, the cyclone of fire dissolves into darkness. The orb disappears in its grasp.

D'KENIs this the instrument of my undoing?! - Is this your way out?!

Phoenix levitates, witnessing as D'ken’s body emerges from the dark cyclone barring the orb in his chest...

Phoenix shouts summoning all her inner strength, the fire bird matches the size of D'ken. Her wings SMASH at him, a blade hacking at smoke. D’ken chuckles as his face and body reforms. D’ken SMASHES Phoenix back - smothering her flames. D'ken's fist grabs her.

D'ken balefully grins. His fist begins to evaporate into black smog, it snakes, entering Phoenix’s orifices. The white light leaves Phoenix’s eyes... She appears helpless. D'ken's hand dissolves completely - Phoenix drops. D'ken laughs -

Jean lies lifeless. D'ken BLASTS at her - a force field emerges deflecting the beam, Jean is unharmed. D'ken is taken aback.

D’KENWhat’s this?!

Then, UNLEASHES another searing death ray... It holds on her... Closer in on Jean, as the light aura bending around her begins to fade...

The omnipresent reverberated voice of:

228.

PHOENIX (V.O.)Jean... Jean. Wake up... Wake up, Jean. Now, before it's too late...

Closer still on her tired eyes. They move slightly then, open. Barely...

JEAN (V.O.)I-I can't.

PHOENIX (V.O.)You must! Or everything you know and love will perish...

Tears begin to form.

JEAN (V.O.)Someone... Please... Help me... Help me find a way.

Jean’s eyes close.

XAVIER (O.S.)Jean...

INT. X-MANSION - CONTINUOUS

Light slices horizontally in the POV of Jean: as she opens her eyes, Xavier is there...

JEAN (V.O.)Professor?...

XAVIERI have faith in you Jean... We all do.

The Professor turns, and we look to...

LOGANI know you got it in you, Jeanie... We're counting on you.

JEAN (V.O.)Logan...

Beast moves into frame.

BEASTWe would never abandon you, my friend.

Beast turn and we look to Storm as she moves toward us...

229.

STORMBelieve in yourself, Jean.

JEAN (V.O.)Storm... But what if, I fail?...

We look to Rogue.

ROGUEYou won't. You were always there for us when we needed it, shug. It's your turn now.

Gambit swaggers toward us...

GAMBITShe's right, cher. Just say de word - we be dere.

Jubilee is there.

JUBILEEWe're your friends, Jean.

CYCLOPS (O.S.)Jean...

We turn to... Summers, moving down the stairway.

JEAN (V.O.)Scott?...

Summers approaches, stops before us.

CYCLOPSJean... You know I'll always love you with all my heart - No matter what happens. Nothing will ever change that...

Jean’s POV blurs, as her eyes close we -

THIN TO BLACK

JEAN (V.O.)I love you too, Scott. Thank-you... My friends...

EXT. UNKNOWN DEMENTION - CONTINUOUS

Phoenix’s eyes awaken, burning that intense white...

230.

Wings of fire sprout from her back as she become pure fire and light. Phoenix rises, levitating, through D’ken’s blast.

D'KEN (O.S.)NO! This cannot be.

D’ken seizes firing.

D’KENYOU CANNOT WIN!!

PHOENIX (V.O.)You’ve lost, D’ken! I’ve seen it. Never again shall you threaten those that I love. For I am one with the heart of the crystal...

Phoenix, EXPLODES!! - soaring at the darkness with the power of a thousand suns -

PHOENIX (V.O.)And I’m at full power!

Phoenix BLASTS through D’ken, a marvelous BIRD-CRY is heard!

D'ken GROANS, decomposing by the blast, as light spreads, taking him over, becoming ash. His voice deepens, multiplying...

D'KENNO!! WHAT HAVE YOU DONE TO MEEEEEE?!...

Phoenix hovers powerful, holding the orb.

PHOENIX (V.O.)You will spend the rest of eternity trapped within the hell you've created. Where you can no longer harm another living soul.

D'KENNO! STOP!! YOU CANNOT! - NOOOOOOO!!

-- KABOOOM!!

Pulling out as light erupts, from the orb, expelling darkness. Following the pulse of prismatic light, outward as cosmic masses return to the gateway...

Zooming out, beyond the infinity, light is defined by the interconnections of sharp angles and points merging... The fractures of the M’Kraan Crystal being restored to its flawless pink form...

231.

LIGHT, BREACHES the crystal and the PHOENIX FIRE BIRD emerges - The crystal lodged in its center. A bird cry as it flaps it’s wings gloriously in the void of space...


The storm shadows fade into sunlight. Our heroes survey the skies... Crowds emerge from shelters.

EXT. BALCONY, X-MANSION - CONTINUOUS

Moira taken by the sun’s light, sighs in great relieved.

MOIRALook, Charles...

Xavier moves to the balcony, observing the skies.

XAVIERMy god... They’ve done it.


The Morlocks turn to the sound of an applause coming from...the people that once hated and feared them. Cheering.

STORMWell done, young one.

Jubilee grins. Turns to the Morlocks who flinch in response to the humans praises. Shifter transforms into a Pterodactylus, retreating to the sky.

JUBILEEWhat gonna happen to them?

Storm walks toward them.

Calisto cracks a subtle grin.

STORM (O.S.)You could get used to dis.

Calisto, annoyed, speaks over her shoulder.

CALISTODoubtful.

232.

STORMYou've just helped prove dat all mutants deserve a place in de sun. If you ever change your mind -

CALISTODon't get your hopes up.

Calisto leaves. The response Storm had expected.

JUBILEEWhat happens, now?

STORMNow, (Turns to Jubilee.) you become an X-Man.

Jubilee lights up.

JUBILEEFor-reals?!...

STORMCome, child. We’ve got work to do.

JUBILEEYesss! Look-out ‘Friends of Humanity’ there’s a new sheriff in town!

Jubilee spins, Mary Tyler Moores, shooting plasmoids, following as they rocket into the beautiful sky... they sizzle then, BURST into - FIREWORKS! - A prehistoric shrieking is heard above an applause, cheering... the Pterodactylus soars into view, and we FADE to -

EXT. GROUNDS, X-MANSION - DUSK

An Establishing shot of two elaborate alien vessels and the Blackbird against a serene orange sunset. Falling to a small group of figures. The X-Men reunited. The Imperial Guard and the Starjammers amongst them.

LILANDRAI will never forget the sacrifices you and your X-Men have made. Thank you. (Turns to the X-Men.) Thank you all.

XAVIERStay with us, Lilandra. Help me realize my dream of human mutant equality.

233.

LILANDRAI am empress now, Charles. I must set right all the wrong my brother has done and restore balance to the empire... Come with me, Charles.

XAVIERUntil ordinary humans and mutants learn to coexist peacefully... I cannot leave.

And yet she understands.

LILANDRASo much is required of us, Charles. It is a wonder how we'd ever accomplish the tasks that lie ahead if the world allowed us to be together.

XAVIERI only wish to spend the rest of my days at your side, but I'm afraid that wish would be a selfish thing to ask of the world.

LILANDRA(reassuringly)

There will be a time when our fates will align once more - whether it be in this life or the next. (She touches him.) You are my destiny, Charles Xavier.

They kiss passionately.

Cyclops gazes into the sunset, alone. Grieving. Corsair moves to Summers. The sound of an alien spacecraft whirring to life. Corsair turns, watches the Shi'ar vessel as it leave Earth’s atmosphere. Corsair looks to Summers. A beat of silence, then -

CORSAIRThe hardest part about loosing someone you love, is finding a new way to live...

Summers turns to Corsair for a moment. Turns away.

CORSAIRWhen my family was taken from me, revenge, became my new reason for living - My driving force.

(MORE)

234.

It gave me a sense of purpose, I became a new man, and swore that one day I'd repay him for killing the man I was. And now that he's bit it big time, I guess that means...I'll have to find a new reason to live now... (Touches Summers.) It was an honor fighting along side you and the X-Men, Cyclops... Take care.

Corsair walks away.

CYCLOPSCorsair...

Corsair pauses, turns around.

CYCLOPS(choked up)

Thanks.

Corsair grins, walks away - Xavier moves to Cyclops...

XAVIERThere is an interesting legend about the phoenix. Would you like to here it?

Xavier is met with stoney silence...The phoenix was a mythical bird that lived thousands of years, and at the end of it's life it would become consumed by fire. Instead of dying in the flames, it would rise from the ashes destined to live another thousand years. Perhaps that is what the phoenix represents... Hope, which never dies.

Xavier withdraws, wheels away. Cyclops is crushed, searching the sunset.

CYCLOPS(telepathy)

Jean...


Phoenix soaring. Approaching the sun.

CORSAIR (CONT'D)

235.

JEAN (V.O.)Scott?... You can't be apart of where I'm going. The crystal cannot be destroyed even in the heart of the sun...but there, it and I, will be safe. It will never again fall into the wrong hands and threaten all that I love... Oh my God, Scott. If only you could see this...

Following Phoenix to the surface of the sun, maneuvering through solar flares, corkscrewing upward...

PHOENIX (V.O.)...Whether you are good or evil. Right or wrong. It thrives within each of us. Nurturing every link in the chain. All encompassing. All embracing. You need only seek it, and it will find you - If that is what your heart truly desires. And when it does, you will know. That inside each of us is a phoenix, waiting to be reborn...

And finally... The MUSIC escalates, we follow the phoenix as it dives through the surface of the sun....

FADE TO:

-- WHITE SCREEN

THE END

CREDITS.

236.

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