1H E GEOL EE

CT O.R..’ S EDITION

THE
 $40.00

Mutants. Since the discovery of their

existentee, they have been regarded with fear,
suspicion, and often hatred. Across the planet,
debate rages: are mutants the next link in
the evolutionary chain. . .or simply a new -
species of humanity, fighting for their share
of the world? Either way, one fact. has been

historically proven: sharing the world has

never been humanity’s defining attribute.
—Charles Xavier, from the script

THE
ART
OF

W to the world of
e CoO me X2, illustrated
magnificently in this full-color volume about
the making of the sequel to the blockbuster
Twentieth Century Fox release. “X-Men intro-
duced a complex universe of characters and
a sense of pending conflict,” says director
Bryan Singer (The Usual Suspects, X-Men).
“In X2, the conflict is taken to the next level,
where the future of mutant and humankind
are in jeopardy.”
Bringing Singer’s vision to the big
screen is a team of creative talents, including

cinematographer Newton Thomas Sigel and

production designer Guy H. Dyas. In The Art
of X2: The Collector’s Edition, here is the
definitive archive on the preparation and
‘production of the film, elaborately presented
in more than 375 illustrations of movie
stills, concept drawings, set designs and

photos, costume sketches, make-up

test stills, and storyboards of the opening
sequence, Magneto’s Escape, the X-Jet z SS

Attack, and the Dark Cyclops sequence, -

(Continued on back flap) = «~~

as
 il a
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ASea
Lonnie

paemppmmene”
vo
 UDI G THE Compt ETE SsCRIPT

“MICHAEL DOUGHE DAN HARRIS

oe eee
DESIGNED AND EDITED
BY
TIMOTHY SHANER

NEWMARKET PRESS _
| WewYORK
 pamela
ie ona is yao

inrenmennetnagi
AER ean a8
eS Ricrsene. cal
ae

Aree ie
saan? "

be Os
a
Design and original text copyright © 2003
by Newmarket Press. All rights reserved.
Screenplay; photographs, and artwork from X2 oi
© 2003 by Twentieth Century Fox..All rights reserved.
“Singer’s X-Men” by Oscar Richards copyright © 2003
.. by Oscar Richards. All rights reserved.
X-Men character likenesses TM and © 2003 by Marvel
. Characters, Inc. All rights reserved.
All rights reserved. This book may not be reproduced,
in whole or in part, in any form, without written permis-
sion. Inquiries should be addressed to Permissions
Department, Newmarket Press, 18 East 48th Street,
New York, NY 10017.
This book is published in the United States of America.
First Edition
10987654321
1-55704-577-1 (Paperback) Art of X2: The Making of the
Blockbuster Movie, 160 pages, 300 illustrations.

o9 87654321
1-55704-584-4 (Deluxe hardcover) Art of X2: The
. Collector’s Edition, including the complete X2 script,
plus special sections on Nightcrawler posters and art
_ of the first X-Men film, 264 pages, 375 illustrations.

Library of Congress Cataloging-in-Publication Data

» available upon request.

\QUANTITY PURCHASES ;
_. Companies, professional groups, clubs, and other organ-
izations may qualify for special terms when ordering
quantities of this title. For information, write Special Sales
Department, Newmarket Press, 18 East 48th Street, New
York, NY 10017; call (212) 832-3575; fax (212) 832-3629;
or e-mail mailbox @newmarketpress.com.
www.newmarketpress.com

Design by Timothy Shaner.

. Manufactured in the United States of America.

« Other Newmarket Pictorial Moviebooks include:

Gods and Generals: The Illustrated Story
of the Epic Civil War Film
Chicago: The Movie and Lyrics
, Catch Me If You Can: The Film and the Filmmakers
Frida: Bringing Frida Kahlo’s Life and Art to Film
E.T. The Extra-Terrestrial from Concept to Classic: The
Illustrated Story of the Film and the Filmmakers
* Windtalkers: The Making of the Film about the Navajo Code
Talkers of World War Il
Ali: The Movie and the Man
Planet of the Apes: Re-imagined by Tim Burton
ee Moulin Rouge: The Splendid Book That Charts
the Journey of Baz Luhrmann’s Motion Picture
The Art of The Matrix
Gladiator: The Making of the Ridley Scott Epic
\‘
Crouching Tiger, Hidden Dragon:
Ciaeeet
See A Portrait of the Ang Lee Film
Titus: The Illustrated Screenplay, Adapted
from the Play by William Shakespeare
The Age of Innocence: A Portrait of the Film
Based on the Novel by Edith Wharton a . ‘
Cradle Will Rock: The Movie and the Moment
Saving Private Ryan: The Men, the Mission, the Movie
 - Singer's X-Men 007

Patel 2
Mutation. 020
haa)

Part 2 ee
Augmentation 096

Credits 156

:
og
a 26 The Script 161

‘The Art of 7
 ie weekend of August 2002,
@)Nn th e first Bryan Singer flew from the
_ Vancouver, British Columbia, set of X-Men 2, to San Diego,
\. California, for Comicon, the world’s largest comic book conven-
tion. X-Men, released two summers earlier, had more than won
over the proud devotees of X-Men comics, alleviating their pre-
release angst about how their favorite heroes would be rendered
on the big screen. For Singer, it was a rare public appearance
and a personally important journey. “As much as | believe our
X-Men films will play to a wider audience and will be entertain-
ing, the fans of the comic book are the core audience and their
interest and their fan-ship is something |never take for granted
/ for a moment,” says Singer. “Some people have followed this
MA universe for 40 years—to not make a film that inspires them or
\ to not take them seriously, what would be the point? Then what
are you making the movie for? Money? | have never made a
picture to make money.”
Despite Singer’s pure motives, in 2000 the faithful and the
uninitiated together embraced X-Men and propelled it to the
second-biggest opening of any film in Twentieth Century Fox
history (exceeded only by Star Wars: Episode 1), going on to
earn close to $300 million at the worldwide box office. Moreover,
the film could lay claim to leading the resurgence of comic
books adapted for the big screen featuring A-list actors and
directors, laying the groundwork for such films as Spider-Man
in 2002 and Ang Lee’s The Hulk in 2003.
Even with the knowledge that he was welcome with this
crowd, Singer was floored by the reception his appearance at . \ 2
Comicon 2002 generated. Some 1,000 fans had turned up to see :
him at the same conference two years earlier, but this time five
times as many were jammed into a massive ballroom, which
Singer entered to thunderous applause.
Itwas clear that expectations were running high, and once
again Singer did not want to disappoint. He had cobbled together
\ an early trailer of the new film—no easy feat considering he was
only three weeks into shooting and none of
eallieny tatag me spatial effects (F/X) were yet in place. What
© Prison set. RIGHT was in place, however, were the accomplished
K-fay ilustration cre- ~ ensemble of principal actors including Patrick
ated by Guy H. Dyas Stewart (Professor Xavier), Hugh Jackman (Wolverine), |
’ _Sir lan McKellen (Magneto), Halle Berry (Storm), Famke
Janssen (Jean Grey), James Marsden (Cyclops), Anna
Paquin (Rogue), Rebecca Romijn-Stamos (Mystique), Bruce
» Davison (Senator Kelly), and Shawn Ashmore (Iceman).
: The trailer rolled and the image of Stewart’s Professor

P x2.007
 Xavier and McKellen’s Magneto exchanging ominous words over
a translucent plastic chess board flashed on a screen. When the
\ trailer finished, the auditorium was on its feet and the count-
down to the much-anticipated movie was in full flight. Now,
all Singer had to do was fly back to Canada, where the film
was in production, and get it done.
Of course the success of the first movie assured that
there would be a sequel—with most of the original creative
and production team staying on—but it also gave Singer
‘\ an opportunity to stretch his directorial and story-telling
cn legs. “There’s nothing like a successful movie to breed
4 a bigger sequel,” notes Avi Arad, the head of Marvel
\ Studios, the film arm of the comic book company
au from which the X-Men franchise is adapted, and an
executive producer of the movie. “It’s bigger in
scope and better, and it introduces new characters
in an interesting way.” For Singer,
“bigger” is a word that comes up
again and again when discussing
his vision for X2. Certainly there
would be more special effects
this second time around (partly
reflecting a considerably bigger
production budget for the second
film), resulting in some 800 on-
screen F/X sequence versus 500
in X-Men. “With this one,” says
Singer, “I could have more fun with the characters and make
a slightly deeper, bigger, funnier and more romantic movie.”
Perhaps Los Angeles Times film critic Kenneth Turan laid the
foundation best for what was to come in his July 2000 review of
X-Men. “There are 10 mutants, each with a different superpower
to introduce, a plot to unfold, jokes to make, visuals complex
enough to employ more than a dozen effects houses to display
e and enough action to keep 60 stunt people occupied,” wrote
Turan. “So much is happening you feel the immediate need of
a sequel just as a reward for absorbing it all.”
That “reward” was certainly built into Singer’s thinking
_ when he co-wrote the initial story for X-Men with executive
aaa
producer Tom DeSanto. It was DeSanto, a long-time comic
book fan, who brought Singer into the world of the X-Men.
“Bryan had never read comics so his initial reaction about doing
a comic book film was less than enthusiastic, but after many a
conversation | won him over with the analogy of X-Men being
Malcolm X (Magneto), Martin Luther King (Xavier), and the next
 ee

’ wave in human evolution. Now he is one of the biggest champi-

ons of the mythology,” says DeSanto. The first installment intro-
duced Xavier’s “good” mutants allied against “bad” mutants led
by the powerful Magneto, and a couple of intriguing story-
lines—one about the government lawmakers persecuting
mutants and the other about the murky Canadian origins of
Wolverine, whose powers couple the mysterious ability to
quickly heal from wounds witha _
skeleton and retractable claws made
of an impossibly strong alloy.
Both of these themes set the ©
stage for what came in X2: A brazen
attack on the President of the United
States by a new, powerful mutant |
character—Nightcrawler—fuels the
political and public outcry for a Mutant
Registration Act and an anti-mutant
movement led by the spooky William
Stryker (played by Brian Cox), a for-
mer Army commander who may also
hold the key to Wolverine’s, A.K.A.
Logan’s, origins. Stryker launches a
bold offensive on Xavier’s mansion
fortress, leading to a new mutant
alliance between Xavier’s X-Men and
their foe Magneto against their com-
pa ; monenemy. —
i “X-Men introduced.a complex universe of characters and a
\/ sense of pending conflict,” says Singer. “The first movie intro-
duced the X-Men lore to a new audience and established the
conflicting philosophies embodied by Professor Xavier and
Magneto. Professor Xavier’s goal is peaceful co-- : ,
existence between humans and mutants. While, on LEFT: Producer Ralph
the other hand, Magneto believes in mutant supremacy.
In X2, the conflict is taken to the next level, where the
future of mutant and humankind are in jeopardy.”
“There were many different characters and storylines that
we wished to pursue and interweave within this second install-
ment,” recalls producer Lauren Shuler Donner. “We wanted to
go further with the characterization,” adds producer Ralph
SY Winter, “and one of the approaches we took was to explore .
Logan’s origins.” 7
With the basic story outline in hand, the filmmakers turned
their attentions to adding characters familiartocomics fans but
new to the film franchise. In unfolding the “X-Universe,” Singer
 also wanted to make sure that different generations of mutants
were portrayed—from infants to seniors. Discussions were held
as to which major new character would end up in the film:
Gambit, Beast, or Nightcrawler. The nod went to Nightcrawler,
perhaps the most outcast of all the X-Men—a figure ridiculed by
society and made to feel a freak until he ended up in a circus.
The filmmakers saw the character as a symbol of intolerance,
one of the key themes of the comics and the movies. “He, in his
own way, represents the mutant conflict,” says Singer. “He is a
deeply religious character who has the physical appearance
of a demon. He has this unique power of teleporting [known
| on the X-Men set as “Bamf-ing” in tribute to the “Bamf”
that appears in a smoke cloud in the comics every time
the character teleports]. He can be very dangerous but at
4 the same time he’s also kind of whimsical.”
In casting Nightcrawler, the filmmakers looked for
tee

an actor who had uniqueness and comic timing, quali-

“, ties long established for the character in the comics.
: “Alan Cumming has that extra sense of comic tim-
ing and comic inventiveness,” says Shuler Donner.
“His essence is fascinating. If you’re in a room
z with Alan, your eyes go right to him. That works for the charac-
ter. We needed Nightcrawler to draw you in not by his blue
make-up, but by dain Ss une E: Filming a
the blue make-up, his versatility, his scene with Famke
believability and his vulnerability.” / Janssen. ABOVE: .
Also new to the X-Men motion / Green screen shot
picture universe is Pyro, played ofDark
by Aaron Stanford. The film- the N-Jet set.
makers were looking to
include a character who wanted to be part
of the X-Men, but whose powers ultimately
would overcome the X-Men philosophy.
Another new addition is Lady Deathstrike, a
characteras low-key and understated as her
name would suggest. Played with beautiful men-
ace by Kelly Hu, Deathstrike is essentially a female
Wolverine, except she is definitely not on the good
guys’ side. “I have only one line in the entire film,”
notes Hu, admitting that at first she was initially
unhappy about this. “Then | was assured that Rebecca
Romijn-Stamos (Mystique) also had only one line in
X-Men, and she was one of the most memorable
characters in the whole film.”
Indeed, one of X2’s signature scenes is the battle
 Fr. ss é > © *

between Deathstrike and Wolverine. It was conceived as one of

the most searing and terrifying fights imaginable, since both
assailants possess not only the power to shred victims with
their claws but also to heal themselves rapidly. “They didn’t
want it to look kung-fuey and martial-artsy,” says Hu. “They
just wanted them to be vicious and mean.”
The scene played to one of Singer’s favorite aspects
of the X-Men’s world, that its characters’ powers—or
rather, “mutations”—tend to be quite elaborate and
even opaque compared to a typical super-hero’s power
of speed, super-strength, flight, or x-ray vision. X-Men
do complex things like control metal, change shapes
or emit strange forms of energy—all of which
present unique challenges and new possibilities
for presenting them on film. In one of the film’s ©
subversively humorous moments, while the
super-sleek X-Jet packed full of mutants is
being pursued by Air Force F-16s, a frustrated Wolverine yells
out: “Aren’t there any weapons in this heap?” Of course it is
only moments before he realizes the weapons are belted into
their seats and include himself.
Behind the scenes—literally—one
significant new addition to the X-Men team
was production designer Guy Hendrix Dyas
who had mostly worked as an illustrator and
had never before overseen a movie. He had
done conceptual design work on such films as
Pearl Harbor and the The Cell and got to know
Singer through their initial work on a revival of
the TV series Battlestar Galactica (which had to
be halted when X2 geared up). DeSanto recalls,
“We worked with Guy on Galactica for about eight
months and Guy has this tremendous gift of respect-
ing the mythology, but also seeing beyond it and cre-
ating a vision of what it could be.” Singer enlisted Dyas “
to do some early sketches for X2, and then hired *
him to build on the template created by production :
designer John Myhre in X-Men. “Il was so impressed
by his energy and his style,” Singer recalls. “It was both
reverential to John Myhre’s original designs but then took
it beyond it to the next level.”
Although the original X-Men was filmed in Toronto, the
production elected to film the new film across Canada, in
Vancouver, in part because it was closer to Los Angeles.
Filming began on location in Victoria, the provincial capital

Q12.X2
C64 ICO SPIRITS
 8’ of British Columbia, where Hatley House at Royal Roads
f University served as Professor Xavier’s mansion and academy
for the gifted; principal photography wrapped in a snowy moun-
tain range in Kananaskis, Alberta. The production occupied most
of the stages attwo large studiosinVancouver, housing some
of the biggest sets ever built in Canada. Dyas oversaw the cre-
ation and construction of 3,000 designs for the film, requiring
more than 64 sets in 38 different locations. “Bryan wanted me
to give him scope,” says Dyas. “He wanted X2 to expand in
terms of exteriors, big digital vistas. He wanted it to feel bigger.
You don’t ever want to sit through a film and feel that you’re in &
the same place.” _
Dyas’ objective was to give X2 a wide range of aesthetics,
bE from classical to modern and high tech to vintage 1930s archi-
--
:
tecture, opening up the world of the X-Men to everything from
_ beautiful Italian gardens to barren snowscapes and derelict
buildings. His creations includean abandoned Gothic-style _
church, a science museum built in a glass-walled building, a
classical Victorian mansion, and a concrete bunker-like structure
situated in the middle of nowhere. “The concrete has been left
to go awry,” Dyas notes of the bunker, which serves as
Stryker’s base of operations. “I wanted to enhance
the horror of it all with a lot of tiled, clean, stark
spaces that had been left to rot. It’s not cobwebs with
torture devices. It’s a lot of bare space with tiles.”
By contrast, the plastic prison that serves as
Magneto’s “home” is contemporary. “There’s not an
ounce of metal in there,” says Dyas. “Even the surveil-
lance cameras we’ve designed are all transparent plastic.”
Dyas, who once worked designing Discmans for Sony,
took a particular dislike to Cyclops’ visor, and redesigned it.
=) He and his team also re-created White House interiors, partic-
/ ularly an accurate rendition of the Oval Office, including the
’ new carpet design overseen by Mrs. Bush. The many authentic
looking paintings, including portraits of former presidents, are
prints which were convincingly textured.
“The President’s desk has been painstakingly reproduced,”
says Dyas. “The crest at the front of the desk was hand crafted
in clay, molded. It’s an incredibly elaborate desk that has proba-
bly taken me ye of solid werk to create. LEFT Natural History
Obsessive attention to detail is not out of character for \ jjiugeum field trip
Singer—whether he is focusing on the look, sound, or pacing with Xavier, X-Men,
of his films. From its first scene, X2 opens suspensefully and and the X-Kids. ABOVE:
sustains a whirling tension until the last frame. Cinematically, Executive producer
Singer credits the effect in part to his shooting primarily with ——
Ae
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Wie cannon SA
ane aia
 aber ¥

super 35mm film using spherical lenses rather than the anamor-
phic cameras he relied on for X-Men. The advantages of super
35mm include being more flexible, requiring less time to set up
between takes, which helps keep the flow going among the
\ actors and crew. “Shooting in anamorphic was a pleasure to do.
But ultimately | find myself able to shoot quicker and with more
flexibility and with lower light conditions with super 35 with
spherical lenses,” says Singer. “It was one of many things that
\ made my life a lot easier this time around.” Indeed, as actress
Famke Jannsen (Jean Grey) puts it: “The good thing about it
was that we all knew each other and we knew Brian and his
approach to filmmaking.” a
In the X-Men stories, Professor Charles Xavier is the
headmaster of his school for the gifted. It’s hard not to draw
the parallel that Singer is to his talented ensemble and
crew what Xavier is to his mutants. Upstairs from the
_ movie’s post-production editing rooms in Hollywood, Singer
occupied a big, old, and very spare office distinguished only by
a few cool pieces of X-Men art, including a bronze bust of
Wolverine on his conference table, a model X-Jet on his desk
and some classic scenes of Professor X from the original 1960s
comic blown up and framed on the walls. When he was hired to
do X-Men, Singer was a 32-year-old cinema whiz from New
Jersey who had never read comic books or
directed an action movie. But putting
together an ensemble of accomplished stars
_and relative newcomers played to his
strengths. He had instantly established himself
as a virtuoso of dark Suspense and ensemble-
cast cinema with his 1995 debut hit The Usual
Suspects. “In X-Men movies, we decided to have
real actors—terrific actors—and use visual effects
as a Support tool,” he explains. “These are character-
driven movies with some of this spectacle
in it.” Singer is also a longtime Star Trek fan
who understood the challenges—and responsibil-
ity—of bringing beloved characters and stories to
life. (As a Trekker, working with Patrick Stewart—Trek-
world’s noble Captain Picard—was a thrill in and of itself
for Singer, and it also gained him a cameo as a crewman on
the bridge of the Enterprise in the recent Star Trek: Nemesis.
An even bigger thrill? One night, Stewart and his wife invited
Singer over to his Los Angeles home for dinner. The doorbell
of his past. Concent Sas - rang, and standing there was none other than Captain Kirk him-
tration by Guy H. Dyas. | self, William Shatner. “The most unbelievable thing,” recalls
Ete,
Sse cer
 Singer, “was playing Next-Generation pinball with Shatner in
Patrick Stewart’s den.”)
An only child who was adopted, Singer grew up in
Princeton Junction, New Jersey, where his mother was an
environmental activist and his father was credit manager for
Maidenform, the women’s undergarments company. His high
school friends included actor Ethan Hawke and screenwriters
Chris McQuarrie (who wrote the script for The Usual Suspects)
and Brandon Boyce (who wrote Singer’s second major film, Apt
Pupil). Singer used Hawke to make an 8mm film called Lion’s a a
\ Den, while attending film school at USC. In his last semester, tx we Oe
'\ a Japanese financier gave Singer $250,000 to produce Public ve =,
\ Access, a film written by McQuarrie and co-starring Boyce that
won the coveted Grand Jury Prize at the 1993 Sundance Film
_ Festival. That acclaim led to Singer developing and directing
the stylishly intricate The Usual Suspects, which earned
two Oscars. He followed that up with Apt Pupil, based on
a Stephen King novella that Singer read when he was 19
and optioned for $1 with a friend from USC based on a
screenplay Singer and Boyce developed. Singer once
Sea told the Los Angeles Times that years ago, before the
eo studios came to him, he worked security at a black-tie
A & f event in Hollywood and nervously introduced him-
- self to Stephen Spielberg. After The Usual Suspects,
Spielberg invited him to his office and they struck up a friend-
ship. Spielberg, along with Robert Altman, ended up sponsoring
1 _. Singer’s membership in the Directors Guild of America.
After the success of The Usual Suspects, Singer also met
\ and befriended Stan Lee, who along with artist Jack Kirby had
created X-Men for Marvel.
All of these achievements have of course put
Singer in a rarified realm among directors, at a rela-
tively tender age. Even still, as his humbling appearance
at Comicon reminded him, X-Men is one of those rare cultural
totems that can transcend moviemaking. Like the imaginary
Professor Xavier, it seems Singer was mustering all his forces—
both human and mutant—to take the world of the X-Men to
the next level.
 PDS
G

emi
SEAS
vaaaai
—
 Inthe nnppetnram nuikopion sm

TOMO
6lia
RET

Saran I RIALS Gc
 MUTANTS. SINCE THE DISCOVERY OF THEIR

EXISTENCE, THEY HAVE BEEN REGARDED WITH

FEAR, SUSPICION, AND OFTEN HATRED. ACROSS

THE PLANET, DEBATE RAGES: ARE MUTANTS THE

NEXT LINK IN THE EVOLUTIONARY CHAIN...

OR SIMPLY A NEW SPECIES OF HUMANITY,

FIGHTING
FOR THEIR SHARE OF THE WORLD?

EITHER WAY, ONE FACT HAS BEEN HISTORICALLY

PROVEN: SHARING THE WORLD HAS NEVER BEEN

HUMANITY’S DEFINING ATTRIBUTE.

~ aie er ~

=o eS
Nightcrawler disguises
himself as one of the
members of a tour
group to enter the
White House. To cover
the unusual blue color
of his skin he wears a
long raincoat, a hat,
sunglasses, and
applies white make-up
(a trick he kept from
his days as a circus
performer) to cover
his face and neck.
Later on, during Night-
crawler’s actual attack
on the president, his
disguise comes off to
reveal his true features
for the first time.

ABOVE and RIGHT:

Alan Cumming as
Nightcrawler. RIGHT
INSET: Costume
illustration by James
Oxford, for costume
designer Louise
Mingenbach.
 page 2
nage 1
X-MEN 2 opeNING SEQUENCE

1A 1E
The Seal of the President
of the United States. Pull
BLACK SCREEN. .
back...

1B IF
TOUR GUIDE:"Let us have
The X-Men logo fills faith that right makes
the screen. ABRAHAM fg LINCOLN MIGRE
.=."

The seal is on a placard.

7A LA TEE F Continue to pull back...

©
ie
|Stet
KK en,
pt Ne BAG

1¢ 16
The placard is below a
Cerebro's armored doors portrait of Abraham Loncoln.
slam. Push in on... Continue to pull back as...

conto

1D 1H
The Tour Guide folds in,
facing the CAMERA.
The door's crystal lock. TOUR GUIDE: "Lincoln said
An image forms in it's that in his Cooper Union
center. Address in 1860."

» |Hor SHor
[pe 3 Conny

Page 3 page 4

1J

Continue to pull back

to reveal the tour group.

Wide. The tour group in -.-to a lone man wearing

the Entrance Hall of the a baseball cap.
White House.

3
Track past faces in the
crowd, In the b.g. we
see a whisp of smoke
coming from behind a
Pilar.
 page 5

8A
5
The man's cap is pulled
down over his eyes. He CAMERA follows the man
looks away from the tour. toward the hall...

6 8B
His POV. The entrance to a
The secret service agent
hallway, a secret service
blocks his way.
agent guards the door.
AGENT #1:"Can I help you?"

7A
Pan with the man as he
walks away from the tour... Angle over the agent on
the man. He doesn't answer.

7B 10
He exits. End pan
on the tour guide. Angle over the Man on the
Agent.
AGENT #1:"You alright, sir?
Are you lost?"

page 7 page 8

11A 13A
The man looks up...
Long lens. Tight angle
on the tip of his tail
iG "rattles"; Pan to...

11B
13B
Revealing his face. It's
the face of a demon. Yhis
is Kurt Wagner - aka
» & €2ghE GU of
Nightcrawler.
Nightcrawler.
"Yes,..I'm lost."

12A 14A
Angle behind Nightcrawler.
Pull back as... AGENT #1: "Holy shit."
Tilt down...

12B
14B
...a prehensile tail snakes
out from under his coat.
.--.as he reaches for his
gun.
 page 9 page 10

17B
15A
Pan with Nightcrawler's
Nightcrawler's tail grabs
hands as he reacts with
the gun out of the agent's
blinding speed...
hand.

15B 18A
As he grabs the agent's
face. Low angle. Nightcrawler
uses the agent as a step
EOne

ser

bg

16
Wide. Pushing the Agent 18B
back, Nightcrawler uses
his chest as a step.

..-vault over him.

17A
Angle on the agent's gun as
Nightcrawler steps on his
chest. Nightcrawlers tail
enters.5.

page 11 page 12 |

19A 20A
Camera on the deck. The
agent crashes down into Track with Nightcrawler
frame... moving down the hall. Pan
and tilt down to...

19B 20B
Nightcrawler's feet
land in the f.g. Pan His tail as he flicks the
with him... gun away with his tail.

19¢ 21A

Low angle. Push in on the

agent as he comes to...

218
NIGHT
i
CRAWLER
19D
He turns toward camera,
...as he runs up the hall. raising his radio to his
mouth.

0268 .X2
 page 13 page 14

22A 23
Agent walks through a Agent #2 turns into CU.
set of french doors.
Pan with him... AGENT #2:"Damn,"

22B 24
...into a darkened hall.

Agent's POV.
A scent AGENT #1(v.o.) "Central,
Nightcrawler flies at
this is Clark. Code
CAMERA, feet first.
yellow."

226
Agent #2 turns toward
25
CAMERA. in the b.g.
Nightcrawler's shadowy
figure moves up the hall. Nightcrawler's feet
knock Agent #2 out
AGENT #2:"Clark, what does of his CU.
Los) G@lLook; likee”
AGENT #1(v.o.):"You'l1 know
it when you see it."

22D 26
At the last moment, the
agent turns.
Wide. Nightcrawler knocks
the agent toward the
french doors.

page 15 page 16

27h 28A
Angle through the french
Wide. Nightcrawler runs
doors as...
toward CAMERA.

286
278
RN As he runs past we
...the agent bursts through. see the agent's gun
Pan with him as... held firmly in his
tail.

i=shor

271¢
...He hits the ground.
Nightcrawler runs over
him.
He drops the gun. Tilt down
with it as it slides toward
CAMERA.

X2.0
 page 17 page 18

295A 30A
Pushing Nightcrawler as Nightcrawler enters,
he moves fast up the hall. bouncing off the door
frame...

30B
29B ...toward CAMERA...
Tilt up with him as he
jumps up, bounces off the
wall...

296 30€
Pan with him as he shoots
across the hall toward a
He stops in his tracks and
door.
looks up.

31

Angle over Nightcrawler to

twenty agents, guns drawn.

page 19 page 20

32A 34
Resume angle on Nightcrawler.
More agents run through the Push in on Nightcrawler.
door he entered.
NIGHTCRAWLER: "Verdammt."

32B 30
He turns as they pull
their guns.
LEAD AGENT: "DOWN ON THE
GROUND NOW! DO IT NOW!"

326 36A
Angle past the agents to
Pan with Nightcrawler Nightcrawler. Boom down w/
as he turns. him as...

a3 36B
Nightcrawler's POV.
Five more agents rush in
..-he slowly gets down on
the opposite door.
the floor.
 page 21

J]
Nightcrawler's POV.
Ther agents close in on
him.

38
Tight angle on Nightcrawler
on the floor.

page 22

39A
Int. Oval office
Push in on the president's
Angle over the Agent as
desk as the agents...
he puts his hand to his ear.

AGENT: "Mr. President--"

39B 41B
...Surround the desk,
Push in on the Agent as pointing their guns at
he turns toward CAMERA. the doors.

42
40A
Cut in on the president
BANG -- The door is slammed past f.g. agents.
open by more agents, guns
PRESIDENT WILKES: "What is
it? What's happening?"

43

High angle over Nightcrawler,

flat on the floor. The
agents close in on him.
The agents run past
CAMERA.

X2.031
 page 25
page 24

48
44
Angle on two other agents
Lewis fires.
AGENT #3 LEWIS: “Who gives
a -- Kill it before it gets
up."

45 49
Angle on Nightcrawler on
the ground.
Angle over the agents as
Nightcrawler explodes in a
burst of black smoke.

46 50
LEAD AGENT:"Shut up, Lewis.
You're not going to give us
any trouble, are you pal?" The Agents react.

47 51a
Nightcrawler smiles. INT. OVAL OFFICE.
The agents surround the
president.

[ss
Sto”

page 26 page 27

51B 354A
The room fills with smoke,
Angle past the agents to men and guns.
the president.

PRESIDENT WILKES: "Will

someone please tell me
what's happening--"

52A 54B
The lead agent sees the
Prestident's POV of the
President.
door. Gunfire erupts in
the hall.
LEAD AGENT: "Get him out
of here!"

Whip pan to:

53B 546
The agents in front of the
The door bursts in. president.
OVAL OFFICE AGENT: "Where's
our bogey?"

34 59
LEAD AGENT: "I don't know. '
The President reacts.

PRESIDENT WILKES:"Oh God.

 page 29
page 28

56
High Angle over the
president, Agents circle Tilt down w/ the
him. They stand on the Agent as he is..
presidential seal. Smoke
fills the room.

37
58D
The president is
enveloped in smoke.
Pulled into the smoke.
Pan back...

586A
Angle on one of the
oBE
Agents in the circle
AS...
To the President.
He reacts.

58B
59A
His feet are pulled
out from under him. Angle over the president to
Pan and tilt w/ him.. the two agents in front of
him. One of them is pulled
into the smoke...
Cnty

page 30
page 31

59B 62A

Tight angle on the Lead

Then the other is pulled
Agent as he looks
into the smoke.
around...

GOA
Wilkes reacts.
...¢hen looks up.

60B 63A

The Lead Agent steps Low angle past the Lead

into the f.g., in front Agent as...
of the President.

Sor
Cont

61 63B
Lead Agent's POV.
Pan across the smoke ...Nightcrawler's face
filled room. bursts out of the smoke
above him.

X2 .033
 page 32 page 33

64 66A
Tight angle over Nightcrawler Low angle under the
on the Lead Agent. He reacts. president as he's lifted
up. ~.

65A 66B
Cut to Wilkes. He reacts.
Nightcrawler's tail shoots
down into frame... ...into the smoke.

eb fgWEED

65B

neck...

65E
Lifting him up out of
frame.

page 34 Page 35

67A 69A
From the smoke...
Wilkes is pulled up
toward CAMERA. TILT UP
with him...

Sor

67B 69B
...to a low angle on Nightcrawler pulls out
Wilkes as... a knife.

67 70
Nightcrawler's face Tight angle on Wilkes.
emerges from the smoke He sees the knife.
above him.

68
Tight side angle. Camera is under Wilkes and
Nightcrawler leans Nightcrawler, hanging from
into Wilkes' face. the ceiling. He lifts the
knife, about to stab the
NIGHTCRAWLER: president.
"Mein Herr..."

034 .X2
 Page 36
page 36

72h 72
The Lead Agent... Lead Agent fires at
Nightcrawler.

72B 73
...emerges from the
smoke, Angle over Wilkes to
Nightcrawler.

NIGHTCRAWLER: "Ahh!"

73A
Angle over the Lead
74A
Agent...
Resume angle over lead
agent as Nightcrawler
diappears in an
explosion of black
smoke.

73B
As the smoke clears enough 74B
to see Nightcrawler and
Wilkes. When it clears,
Nightcrawler and
the president are
gone.

psge 38
page 39

17
80B
Agent's POV cont'd.
The lead agent reacts.
Push past the desk to
reveal Wilkes on the
floor where he fell
when Nightcrawler
teleported,

18
81
Agent's POV. Long lens
Nightcrawler's knife
falls, sticking into the Angle past Wilkes to
the lead agent as he
desk.
comes around the desk.

19 82
Angle past the knife stuck The lead agent and Wilkes
in the desk to the lead look back at the desk.
agent as he runs toward
camera.

80A 83
Lead agent's POV pushing in
on the empty desk. Push in on the knife
sticking in the desk top.
PRESIDENT WILKES:"Here, I'm The ribbon reads "MUTANT
ese! FREEDOM NOW".

X2.035
TOP LE FT: : The
unfurn ished Oval
Off Ice TOP RIGHT:
A view of the presi-
dent’ s desk in the
Oval Office BACK-
GROUND The Oval
Office wall elevation
drafted by Larry Hubbs >
and Alan Galajda.
 Although the Oval more fighting room,
Office was built as an and many fixtures
exact replica both in (including the picture
size and in furnish- frames) were made
ings, the rest of the of rubber for safety
White House is a reasons.
* condensed version
designed to accom- RIGHT: The White
modate the elaborate House set in mid-
nature of Night- construction.
crawler’s acrobatics BELOW: An overview
and stunts. The corri- of the finished Oval
dors are slightly larg- Office set. Photos by
er in:scale, providing Guy H. Dyas.

X2 037
Pre-production cos-
tume and character
illustrations for the
Nightcrawler charac-
ter by James Oxford.
RIGHT: Special
effects make-up
designer Gordon
Smith oversees the
application of the
special blue body
paint needed to com-
plete Nightcrawler’s
look on test subject
Matt Granger.

X2 .939
 ABOVE: An illustration
by Jean-Francois
Mignault, depicting
Nightcrawler’s charac-
teristic hands. This art
was Created as a
guide for the make-up
FX department to build
the final prosthetics
worn by Alan
Cumming in the film.
RIGHT: Gordon Smith
wearing Nightcrawler’s
tail. FAR RIGHT:
James Oxford's illus-
tration of Night-
crawler’s hands and
tail. OPPOSITE:
Nightcrawler circus
posters, concept, and
design by Guy H.
Dyas, line art by for the film and used
Adrien Van Viersen, as set decoration in
color and graphics by the abandoned church
Dianne Chadwick. to give a glimpse of
Many original circus Nightcrawler’s past as
posters were created a circus performer.

“There’s a spring inside the tail harness

that gives Nightcrawler’s tail six different
qualities of movement. It’s based on the
premise of gravity and movement, so
rather than trying to puppet it with
strings we let his own body motion
manipulate the tail to create a very
natural look. Each of the six different
armature wires in the tail is machined
at a different taper so that it can bend
for wrapping around a tree or raise the
tail straight up over his head.”
—GORDON SMITH

040.X2
GIFTED WITH SUPERHUMAN AGILITY & APPEARING EVERY NIGHT
7
 “Nightcrawler’s
facial scars are
based on conjuring
symbols that have
been around for
thousands
of years. Each
ymbol conjures
a different
kind of angel.”
—GORDON SMITH

ABOVE: Church interi-

or illustration by Collin
Grant. LEFT: Alan
Cumming in full make-
up as the very reli-
gious Nightcrawler.
 att
ST
ar]

i ASSN
Se

ABOVE LEFT: Night-

crawler peers down
from the church rafters.
ABOVE RIGHT: Jean
Grey and Storm enter
the church. RIGHT:
The X-Men’s first
encounter with Night-
crawler. Photo by
Director of Photogra-
phy Tom Sigel.
BELOW LEFT: The
blue lights on the dan-
gling Nightcrawler are
used by special effects
artists to help digitally
attach his tail.

RIGHT: The Church’s

antechamber—deco-
rated with Night-
crawler’s collection
of circus posters—is
where he hides and
spends most of his
time. Photos by Guy
H. Dyas.
 LOWER CORRIDOR

044.x2 [eae =
 K-MANSION

The Xavier Mansion ~ TOP-LEFT: Exterior

. set’was recreated to wall and window of
resemble the first film’s Xavier’s Mansion.
X-Mansion interior.and TOP CENTER: The
to accommodate the mansion set under
elaborate attack scene construction. TOP
and stunts of.X2. The RIGHT:. Wide angle
new: set added: a view of X-Mansion’s
kitchen, bedrooms; main corridors set.
and corridors with Photos by Guy H.
secret trapdoors as Dyas. NEAR LEFT:
dictated by the script. Plan of Xavier's
The mansion’s exterior Mansion location and
shots were filmed at room layout, by Guy H.
an historic mansion on Dyas. BACKGROUND:
Victoria Island called Set plan of Xavier’s
“Royal Roads.” This Mansion by Alan
location in Vancouver, Galajda.
B.C., was only reach-
able by plane and by
boat.

X-MANSION ELEVATOR

STUDENT STUDY

X2.045
 ABOVE RIGHT: Royal
Roads Mansion. Photo
by Guy H. Dyas.
ABOVE: Photoshop-
manipulated illustration
of the X-Mansion exte-
rior by Mark Goerner.
LEFT: Concept illustra-
tion interior of X-
Mansion garage by
Mark Goerner. BOT-
TOM: The finished
X-Mansion garage set
housing Xavier’s col-
lection of vintage
sports cars and
Cyclops’ Mazda RX-8.
Photo by Guy H. Dyas.
RIGHT: Concept art for
X-Mansion’s secret
helipad that appeared
in an early draft of the
script. Large illustration
by Nathan Schroeder,
inset by Mark Goerner.

046.X2
 The Danger Room is
a well-known room in
the X-Mansion the film-
makers considered
for X-Men and x2.
ABOVE: Storyboard
sequence of Wolverine
in the Danger Room
by Adam Kubert.
RIGHT and OPPO-
SITE: Concept illustra-
tions of the Danger
Room in use by
Wolverine and the
Danger Room’s
control room.

zy é a
a

046 .X2
 TEAM MEMBER: LOGAN

N [Levers| Irezan’
Ea Pe ee

LEFT: 3D animatic
frames for the Danger
Room sequence con-
sidered for X2.
 io
ea sag
eet
ABOVE: Concept LEFT: The X-Mansion attack on the X-
illustration by Nathan is breached. RIGHT: Mansion. BELOW:
Schroeder depicting Costume illustration Logan prepares to
an early version of by Dean Sheriff of defend the children.
Stryker’s troops attack- Stryker’s troops’ uni- Photo by Dan Harris.
ing the X-Mansion. forms worn during the
 ABOVE: The under- wall pieces on either
ground corridors of the side of the entrance in
X-Mansion. RIGHT order to accommodate
and BELOW RIGHT: any shooting angle.
Cerebro set under BELOW: Scale model
construction showing of Cerebro set by Luke
moveable walls posi- Freeborn. Photos by
tioned face to face, Guy H. Dyas. OPPO-
and as one larger sec- SITE: Two views of the
tion. The Cerebro set completed Cerebro set.
was built with movable

054.X2
 X2.055
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The original concept of tecture of Dark Hubbs. RIGHT: Early

Dark Cerebro experi- Cerebro looks unpol- illustration of Dark
mented with the idea ished and somewhat Cerebro by Guy H.
of placing Xavier face dismantled. Without Dyas. TOP FAR
to face with Mutant Magneto’s help the RIGHT: Early concept
143 on dual platforms, result is far from being __ illustration of Dark
creating a mirror effect. as flawless as Xavier’s Cerebro by Nathan
Because Stryker’s original Cerebro. Schroeder showing
troops quickly built the Mutant 143 behind
replica of Cerebro TOP RIGHT: Model Xavier.
inside of Stryker’s of the dual-platform
base, the overall archi- concept by Lawrence

TOP: Elevation of Dark

Cerebro set piece.
ABOVE: Computer-
generated models of
Dark Cerebro platforms
by Paul Ozzimo.
RIGHT: Concept sketch
of the final Dark Cerebro
by Guy H. Dyas.

O50. Xe
sftf
a

Se
N,
Se
 “PROFESSOR
X\ \/ —.\\ / |

LEFT: An early concept

illustration by Brentan
Harron of Xavier’s
neural inhibitor device
used in the film to
restrain his mind-
reading powers. The
final design is seen
below on a digital
rendering of Patrick
Stewart.

“The writers are very faithful to the origins of

X-Men. But then they do something more that is also
necessary to bring the story to film. They enhance
and expand and develop and tweak those origins,
giving them new dimension and new perspective.”

SIDEVIEW / WEHTBITOR ACTIVATED ‘SIDE VIEW / sidesofinhibitor hinge openforremoval

—PATRICK STEWART

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068.X2
 “Bryan likes to explore the duality
of the villain. The very first shot in
X-Men showed us Magneto’s torment,
allowing us to see why he might dis-
trust and hate the world. Painting
villains in that way creates a
more interesting film.”
—HUGH JACKMAN

LEFT: Costume ilius-

tration by James
Oxford. RIGHT:
Illustration by Nathan
Schroeder of Logan
entering Stryker’s
Base. This concept
was largely modified
in the final design.

X2.063
 Wolverine defends
the X-Mansion from
Stryker’s invaders.

064.X2
 ghar

wey

oe
éx :
“Bryan made this into a movie that’s
a lot darker and edgier than your
general comic book adaptation. He
has a very unique way of working
and knows exactly what he wants.
It’s very exciting, because it’s always
evolving—everything is being
improved upon the entire time
you’re working.”
—FAMKE JANSSEN

LEFT: Costume illus-

tration for Jean Grey
by James Oxford.

X2.067
 }

\gcorT SUMMERS

Cyclops’ visor in the Harron of Cyclops

first film was almost an wearing the final
exact copy of the one visor design. LEFT:
featured in the original Computer-generated
comic book. By re- 3D models of Cyclops’
working its overall new visor by Paul
shape and color Ozzimo. BELOW
scheme and manufac- LEFT: Actor James
turing the X2 version Marsden wearing
out of lighter materials, the final visor design.
James Marsden was
afforded more freedom
when it came to facial
expression. A 3D scan
of his head assured a
perfect and comfort-
able fit.

RIGHT: Three concept

illustrations of Cyclops’
new visor by Brentan VERSION -1

Harron. BELOW:
Illustration by Brentan

VERSION - 2

VERSION - 3

068.xX2
Mh
seuss

ay
e
 MARIE D’ANCANTO

“In the first X-Men Rogue was really withdrawn because

she’d just discovered her powers which were very new
and quite scary. She was lost—a complete outsider.
But by the end she’d been taken under the wing of
the X-Men and Xavier. She’d found her home,
which gave her a place to grow from.”
—ANNA PAQUIN

RIGHT: Costume
illustrations for
Rogue by James
Oxford.

cope
ORORO MUNROE

BELOW: Costume
illustrations for Storm
by James Oxford. The
center and right images
are early concepts for
a shorter hairstyle for
Storm.
JOHN ALLERDYCE

“A lot of people relate

to the characters in
X-Men because they’re
on the fringes of socie-
ty. Kids growing up feel
like that, and they
relate to characters who
are going through the
same things they are.
But instead of being
helpless kids, the X-Men
have knives coming out
of their hands and can
handle themselves.”
—AARON STANFORD

LEFT: Pyro is holding

a custom-designed
lighter by Guy H. Dyas.
The shark-tooth motif
is an homage to one
of Bryan Singer’s
favorite films, Steven
Spielberg’s Jaws.
BELOW: Iceman,
Wolverine, Pyro and
Rogue at Bobby
Drake’s residence.

"| BOBBY DRAKE

LEFT: The X-Kids in a
confrontation at the
Museum of Natural
History. BELOW:
Bobby Drake and
Rogue in a scene with
Logan and Ororo at
the X-Mansion. RIGHT:
Pyro’s destructive ways
captured by screen-
writer Dan Harris.
 ERIK LEHNSHERR

LEFT and BELOW:

Costume illustrations
for Magneto by James
Oxford. The new hel-
met design accentu-
ates the Roman
centurion influence of
Magneto’s original
helmet while empha-
sizing the jawline
and adding comfort
to the overall fit.
RIGHT and BELOW
RIGHT: Magneto in
the Plastic Prison
1 and James Oxford's
|} costume drawing
for Magneto’s
prison uniform.

“What’s interesting about a character is not his

extra special powers, but his inner life and
inner strengths and the complications of his
relationships with other people. I believe in
Magneto. He’s a man with a real past, a
real dilemma and a real purpose for being
alive. As for his abilities with regards to
bending and attracting metal, in this sense,
they are incidental to why I like him.”
—IAN McKELLEN

Of OeAe
RAVEN DARKHOLME

“The make-up is a very, very difficult

thing for Rebecca to go through. It
started out as a ten-hour make-up,
then we got it down to a six-and-a-
half-hour make-up on the last film,
and on this film we’ve gotten it down
to four and a half hours. There are
four girls working on her full time
with no real break, and then when
she’s done she’s being touched up
all day long. It’s a very stressful
4 thing for her to have to go through.
b She’s quite a spectacular-looking
‘ woman and the end result is
very powerful on film.”
—GORDON SMITH
 The original Plastic necting metal detection ramp that could The use of the ramp
Prison set design had area was specifically expand and retract to is best seen during
to be re-thought and designed to allow connect the metal Magneto’s escape.
expanded upon. There shooting from detection area to the
was a more varied use Magneto’s perspective. plastic cell—something
of plastic, some con- One other challenge that was exclusively
crete elements were was to create an actu- computer-generated
added, and the con- al functioning access in the original film.

064 .X2
 FINISH AS FINE
CONCRETE.
PINISH AS
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ERAMIC CFBD: B Jz (a) Be
SWAY GLASS DOOR 1 WALKWAY SURKOUND=(0516.02)
PLEVATION
— (FrosfeD DeyAiLing)

OPPOSITE TOP: Final

touches to the Plastic
Prison set on the eve
of the first shoot.
OPPOSITE MIDDLE:
Interior of metal detec-
tion area. OPPOSITE
BOTTOM: Shooting in
progress in plastic cell
showing Magneto wait-
ing for Xavier’s arrival.
ABOVE: Detail of
access tunnel joining
the metal detection
area to the plastic cell.
Photos by Guy H.
Dyas. ABOVE RIGHT:
Elevation sketch of the
exterior of the metal
detection area and the
access tunnel to the
plastic prison, by Guy
H. Dyas. RIGHT: View
from the metal detec-
tion area window
looking towards
Magneto’s plastic cell.
Photo by Guy H. Dyas.

X2.085
ABOVE: Magneto kills OPPOSITE TOP:
the guard Laurio and Magneto in the metal
starts his escape using detection area.
metal balls extracted Illustration by James
from Laurio’s blood. In Oxford. RIGHT:
order to get across the Exterior of the plastic
void left by the retract- cell looking back
ed access tunnel toward the metal
Magneto shapes the detection area during
balls into a disc and the escape. Illustration
thus travels to the by James Oxford.
other side. Conceptual BELOW: Plastic prison
illustration of this before Magneto’s UA
NRA
ESSE
CLO
scene by Mark escape. Illustration by
Goerner. Mark Goerner.

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 In X2, the action
involving the X-Jet is
much more intense
than it was in the first
film. It has to withstand
attacks from fighter Because the script
jets, be used for com- called for a faster,
plicated rescue mis- sleeker and larger
sions, and serve asa X-Jet, the original
refuge for most of the bare-bones set was
mutants when Xavier's redesigned from
Mansion is destroyed. scratch. After initial
concept sketches

incorporating a
razor-edge profile and
a more powertul look the full scale set.
were done, Paul The model was also
Ozzimo, the set used by Michael Fink,
designer, created a the VFX supervisor, to
3D-scale model that create all the computer-
was used to build generated shots
involving the X-Jet.

096 .X2
 CLOSED WINDOW HATCH CONCEALS
POSITION OF NAVIGATION CONSOLE

OPPOSITE: Computer- LEFT SIDE OF COCKPIT

generated X-Jet 3D ONLY 2 WINDOWS
models by Paul
Ozzimo. RIGHT:
Concept sketch of
exterior X-Jet design
by Guy H. Dyas.

a
inee
eee
=!
=~

PLEASE NOTE: ESCAPE HATCH

HAS BEEN ROTATED TO CORRECT
POSITION IN THIS SKETCH

RIGHT SIDE OF COCKPIT

3 PASSENGER WINDOWS X2.899
OPPOSITE ABOVE: Bryan Singer directs
Early concept showing lan McKellen and
the medical bay area Aaron Stanford on the
which was later X-Jet set. RIGHT:
replaced with addition- Production designer
al seating areas and Guy H. Dyas holding
the X-Men’s combat the resin scale model
suit storage units. of the X-Jet. Photo by
Illustration by Nathan Bryan Singer. BELOW:
Schroeder. OPPOSITE Finished interior of the
BELOW: Detail of X- X-Jet set.
Jet’s cockpit area.
Illustration by Nathan
Schroeder. ABOVE:

Ken 101
The interior of the X- ABOVE: 3D models
Jet was designed to of X-Jet interior by
reflect the taste and J. Andre Chaintrevil.
personality of its cap- These models are
tain, Storm, and to used by the Animatics
highlight her leader- department to create
ship and piloting skills. virtual spaces for the
The X-Jet is extremely filmmakers to pre-
versatile and is visualize scenes.
designed with many LEFT: 3D model of
compartments and X-Jet cockpit chair by
modular sections. Its J. Andre Chaintrevil.
rear cargo can be This model is used by
equipped with aqua the set de-partment to
vehicles, and directly construct the chairs
above the cockpit by CNC (computer
there’s a circular hatch controlled) milling and
that gives access to traditional molding
the top of the X-Jet, techniques.
which can also be
used as an additional
emergency exit.

OPPOSITE: Interior
of the X-Jet cockpit.
Illustration by Nathan
Schroeder. OPPOSITE
INSETS: Interior X-Jet
set and Halle Berry as
Storm at the X-Jet
instrument panel.
ABOVE: Early concept Schroeder. LEFT: the cargo area, where
illustrating a Concept sketch by Rogue is sucked out.
missile entering from Guy H. Dyas of dam- Illustration by Nathan
one side and age to the X-Jet from a Schroeder with addi-
going out the fighter jet missile tional Photoshop
other, ripping a attack. BOTTOM: The retouches by Guy H.
hole through the mid- final concept used in Dyas.
section of the X-Jet. the film shows the
Illustration by Nathan hole, just above the
 AS Koave
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108.X2
Keel O9
LEE EN.

NO PANEL)

Tag \

Nevadd
 ABOVE: Illustration of sketch by Adrian Van
X-Jet exit ramp by Viersen of the X-Jet and
Nathan Schroeder. camp site in a forest
This early concept location. RIGHT: All
positioned the ramp on of the camping equip-
the side of the aircraft. ment and tents are
Later a much more connected to the X-Jet
streamlined design put via mechanical umbili-
the exit on the under- cal cords providing
belly of the X-Jet. electrical power,
LEFT: Famke Janssen telecommunications,
and Hugh Jackman on and heat. Illustration
the X-Jet exterior set by Nathan Schroeder.
built on location in the FOLLOWING PAGES:
Canadian wilderness. The Brotherhood and
BELOW: Overview the X-Men join forces.

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wy 5 2.

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ete © — MO?
Wolverine’s approach
to the Old Alkali Lake
facility brings up a lot
of painful memories
and stirs up his emo-
tions. This is the piv-
otal moment when
Wolverine discovers
his origins. The stark
concrete facades,
bleak snow, and scale
of the mountains
are designed to
accentuate his
sense of loneliness.

LEFT INSET: Early

concept sketch of the
abandoned facility by
Guy H. Dyas. LEFT:
Concept sketch of
Wolverine searching
the dam’s spillway
for an entrance to
Stryker’s base, by
Guy H. Dyas. ABOVE:
Concept sketch of
the escape route from
Stryker’s base, by Guy
H. Dyas. RIGHT: Early
concept model of the
Alkali Lake and Dam
by Luke Freeborn.
BELOW RIGHT:
Concept sketch of the
Alkali Dam architecture
by Guy H. Dyas.
 These original, more
elaborate, designs for
Stryker’s base were
later abandoned by
Bryan Singer because,
above all else, he
wanted to foster a
sense of disappoint-
ment as Wolverine
approaches the
entranceway. Singer’s
idea was to have
Wolverine see that
there isn’t much left of
the building and that it
won't bring him any of
the answers he’s been
looking for. From a
design standpoint,
Stryker’s base was
redesigned not as a
high-tech facility, but
as an old building that
Stryker renovated—a
hidden facility where
he could continue his
cruel experiments on
mutants. Illustrations
by Guy H. Dyas.

118.X2
ABOVE: Concept
sketch by Guy H. Dyas
of the abandoned base
entrance. RIGHT:
Finished set of the
snow-covered
entrance to the
base. BELOW: The
abandoned base
entranceway under
construction. Photos
by Guy H. Dyas.

aio Wits)
The architectural struc- to be able to discuss bay in Stryker’s base.
tures inside Stryker’s color, texture, and BOTTOM: Photoshop
base are purposely lighting with the DP, illustration by Mark
complex in order to Newton Thomas Sigel. Goerner of loading
create a lot of inter- bay door detail.
secting geometric OPPOSITE: Concept
shapes and to enhance sketch by Guy H. Dyas
the scale and perspec- of Wolverine walking
tive of the tunnels and down the spillway tun-
ceilings. Concept nel that leads to the
sketches became 3D entrance of Stryker’s
models for Bryan base. ABOVE: 3D
Singer to study for model by Milena
shooting angles. Then Zdravkovic of the spill-
Photoshop illustrations way tunnel set, show-
were created as over- ing the doors opening.
lays onto the 3D models RIGHT: Photoshop
to determine not only illustration by Mark
form and scale for Goerner showing the
construction, but also interior of the loading

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 OPPOSITE ABOVE:
Photoshop illustra-
tion/3D model of
Stryker’s control room
by Mark Goerner and
Milena Zdravkovic.
OPPOSITE BELOW:
Finished set for
Stryker’s control room.
Photo by Guy H. Dyas.
LEFT: Kelly Hu as
Yuriko with Stryker in
the main corridors of
Stryker’s base. MID-
DLE: Concept sketch
by Guy H. Dyas of
corridor leading to
augmentation room.
BELOW: Wolverine
approaches the
augmentation room.
BACKGROUND: Set
plan of augmentation
room by Alan Galajd.
 i.
gag
indian
bese
Concept illustrations
of Mutant 143’s wheel-
chair. Top left and
bottom right by
Brenton Harron. Top
right and bottom left
by James Oxford.
Mutant 143’s wheel-
chair construction was
an elaborate process.
Illustrations very quick-
ly led to construction.
By mixing hardware—
everything4rom med-
ical equipment to
motorcycle parts—and
spraying each part with
a bronze and copper
finish, the right look
was finally achieved.
Containing all sorts of
moving parts, it resem-
bles something out of
a Jules Verne novel.

RIGHT: Michael Reid

MacKay as Jason/
Mutant 143. BELOW:
Stryker leads Mutant
143 to Xavier inside
Dark Cerebro.
 Throughout Stryker’s
Base there are several
containment cells and
holding spaces. Xavier's
cell was designed to
feel especially secure
and claustrophobic,
while Cyclops was
restrained by using
torturous chains and
by altering his visor so
that he can’t use his
laser beam.

OPPOSITE: Interior of
Xavier's cell. ABOVE
RIGHT: Cyclops’ cell.
Illustrations by Nathan
Schroeder. CENTER:
Detail of the children’s
containment cell.
Photo by Guy H. Dyas.
FAR RIGHT: Early con-
cept sketch by Guy H.
Dyas of one of the
many mutant contain-
ment cells.

130.X2
sty Ra aaa
 LEFT: View from the
corridor and stairway
looking down into the
augmentation room at
Stryker’s Base. Photo
by Guy H. Dyas.
BELOW: Reverse
view of the stairway
entrance to the aug-
TETRA LI Ni
mentation room in
Stryker’s Base. Photo
by Guy H. Dyas.
eS
 ABOVE: Detail of oper- day of the augmenta-
ating tables in the aug- tion room shoot.
mentation room at BELOW: Concept
Stryker’s Base. Photo sketches and wall
by Guy H. Dyas. elevations by Guy H.
RIGHT: Guy H. Dyas Dyas for the augmen-
in the augmentation tation room at Stryker’s
room set on the first

134.X2
This set was a major
undertaking to design
and build. It involved
precise planning for
stunts and the end
fight scene between
Wolverine and Lady
Deathstrike. The cen-
trally located tank in
which Wolverine was
first experimented on
is more visible than in
the first film. And
although it was
redesigned—and built
to Hugh Jackman’s
exact dimensions—
the original circular
window remains.

SLDILITIOE

TOP: Wolverine in the

augmentation room
standing by the tank.
ABOVE: Concept
illustration of the
augmentation room
by Guy H. Dyas.
RIGHT: X-ray wall on
the augmentation room
set. LEFT: Wide view
of the tank area in the
augmentation room.
Photos by Guy H. Dyas.

X2.135
DVIE
SO
OVE BIGLH
 ny

FE RAY HO. DE
DOCTOR W. STRYKER
References to the - = WUTANT SPECIAE

X-Men history were Sosy eo. KE-2125 a

sat cleat
AUGMENTATION DY 333105

included wherever ain a

possible. For example
the X-ray wall pays tts |
homage to famous
Pail
X-Men characters
such as Archangel
and Sabretooth.
et= PASS,
i ‘ it (
YURIKO OYAMA’

Early concepts of Lady

Deathstrike’s claws
had the adamantium
blades extending from
her fingernails. In the
film the blades are
housed within her bone
structure, much like
Wolverine. Only her
silver fingernails were
kept from the original
concept.

LEFT: Costume and

character illustration of
Lady Deathstrike and
Photoshop illustration
of Lady Deathstrike’s
adamantium claws
by Jean-Francois
Mignault. LEFT INSET:
Screenwriter Mike
Dougherty’s pen sketch
for Lady Deathstrike.
RIGHT: X-ray Photo-
shop illustration of Lady “IT am a black belt in karate and
Deathstrike’s handand _in the film I get to do a lot of fight-
forearm. BELOW: Kelly ing—a style of fighting we just sort
Hu as Lady Deathstrike. of invented. The stunt choreogra-
Photo by DP Newton phers weren’t as interested in it
Thomas Sigel. looking so martial-artsy as just
FOLLOWING PAGES: vicious—and yet very sleek.”
The aftermath. Illustra- —KELLY HU
tion by Guy H. Dyas.
 SESS

Me-
 ox

Eee
i
8.8, a
DIO RRR MRE oS .
 Mystique’s more rendering techniques—
prominent role and including high dynamic
more intimate transfor- range environment
_ mations in X2 prompted maps, global illumination,
the special effects and ambient occlusion
house, Kleiser-Walczak, passes—helped create
to refine the 3D- the photoreal “synthes-
morphing techniques pian” Mystique.
they had developed for
X-Men. An extremely ABOVE: Kleiser-
detailed computer model Walczak senior visual
of actress Rebecca effects supervisor
Romijn-Stamos with Frank E. Vitz (standing)
anatomically correct confers with lighting
musculature and skin supervisor Leonardo
deformations was cre- Quiles. Photo by
ated, and advanced Svetla Belcheva.

146.X2
Numerous special
effects technicians
combined forces to
bring the powers of the
X-Men to the screen:
Nightcrawler’s Bamfing
and gymnastics, Storm’s
weather fronts, Pyros
control of fire, and the
mutation of Collossus’
flesh.

FAR LEFT: Concept art

of Colossus’ skin trans-
formation by Jean-
Francois Mignault.
 page 2
Page 1

2D
1
...emerges from
the steam and fires
Dolly past f.g. pipes w/
Jean as she runs up a
hall.

2A
ducks...
Jean runs toward CAMERA
as a blat hits the wall
behind her...

2B
.-avoiding the blast.
f
Jean exits as steam
pours out of the
broken pipe...

&
Pe 2c
Dark Cyclops... Jean gets to her feet
and runs toward CAMER
Pan with her...

irk
C
F,.
|
Dd)
( page 3
page 4

4B

-.-as she runs out...

...she runs down the

stairs.

1
Jean runs down the st
away from CAMERA as
...Dark Cyclops walks
Cyclops blast cuts
out of the hall.
through the rail in
the f.g.

..-High angle. Jean runs

toward the stairs that
lead down to the
turbines.

146.xX2
 page 6
page 5

Pulling Jean as she runs.

...stopping in CU.
Cyclops fires at her from
the catwalk...

Pan her into a side 10

angle tracking shot
as the runs down the Angle over Jean. A dead
line of turbines... end.

TIA
Another blast hits in the
f.g. as Jean dives away
from camera, between the
turbines.

| YN }
LRN
A ~
TIB
She turns. Cyclops has a
clear shot through the gap
in the turbine.

page 7 page 8

12A T5A
Push in on Jean as
Cyclops fires. Whip she tries to deflect
pan w/ the beam... the blast...

SS (x =<a 12B 15B

bara SN a a wee
‘ 4
...as it shoots at
Jean behind the
turbine below.

13 16A
Angle behind Jean as...
Jean deflects the
blast.

16B
4
---she jumps out of the
High Angle. Cyclops way. the blast shoots
continues to fire. past her.

\rtist: Gabr
ides "ap LeenaSi Le k [ = Bee
A =
X2.149
LEFT: The full-size
generator room set
(a modified existing
power station). Photo
by Dan Harris. TOP:
Lead miniature designer
Jack Edjourian. ABOVE:
Mini-generator set
being built at 1:6 scale
(notice the can of
Coke, center stage).
BELOW: Ray Moore,
Jason Kaufman, and
Corey Burton of Grant
McCune Design install
mini-generators.
Designed to break pressure water nozzles, on the miniature dam
apart on cue, these compressed air and set. ABOVE RIGHT:
mini-pipes (12”—16” 12,000 gallons of Cracks appear in the
in diameter), mini- water—was driven mini-dam. RIGHT:
nuts-and-bolts and by pneumatics and Filming the mini dam’s
mini-rivets were built to hydraulics and coordi- destruction. BELOW:
mimic the underground nated by two computer The fully dressed and
full-scale set (See page systems. ABOVE lit miniature generator
140). The destruction— LEFT: Special effects room set.
involving break-away supervisor Michael
lead panels, high- Fink and Bryan Singer

Wesaksy|
OPPOSITE TOP:
Storm rescues the
X-Kids from their cell. aay ee ;
OPPOSITE BELOW: : eS ye
The X-Kids in their =
cell. RIGHT: Escape
route from Stryker’s
base. Set piece built
on location in Alberta,
Canada. Photo by Guy
H. Dyas. BELOW:
Stryker chained to con- |
crete wall by Magneto |
and left to die.

Reo
 CAST JESSE JAMES DAVIDSON, MICHAEL DOSABRAIS,
TWENTIETH CENTURY FOX Presents
Professor Charles Xavier............- PATRICK STEWART DUANE DICKINSON, KYLE DOERKSEN,
Logan/WOIVETING ..........eccccesececeseeeneees HUGH JACKMAN MIKE DOPUD, JOE DESERRO, JIM DUNN,
In association with
MARVEL ENTERPRISES, INC. Eric Lehnsherr/Magneto.........ccccccceeees IAN McKELLEN WILLIAM EDWARDS, MARNY ENG, GLENN ENNIS,
SION a ec eee HALLE BERRY MARY FALLICK, DANE FARWELL,
DUSTY FINKBEINER, JIM FINKBEINER,

X2
Jean Greco ise ocarnr oun FAMKE JANSSEN
Scott Summers/Cyclops ...........0.++++ JAMES MARSDEN CORBIN H. FOX, BEAU GIBSON, CORRY GLASS,
MYSTIQUE .....ccssesesereseseeeee REBECCA ROMIJN-STAMOS CHRISTOPHER GORDON, LARS DAVID OLLIE GRANT,
Willan SUykele nc: uc cence BRIAN COX ALEX GREEN, JASE-ANTHONY GRIFFITH,
Directed by BRYAN SINGER Kurt Wagner/Nightcrawler............-2++++ ROBERT HAYLEY, CRAIG HOSKING,
SOnator KON sccccsticsctsconstevesescencevenaeee DAVE HOSPES, GASTON HOWARD, KIM HOWEY,
Screenplay by HOQUE Sk nce nonin ALANA HUSBAND, CAROL JACKSON,
MICHAEL DOUGHERTY & DAN HARRIS John Allerdyce/Pyr0......ecescceeeeree CHELSEA JACKSON, COULTON JACKSON,
Bobby Drake/Iceman...........::cs20++ DAVID JACOX, JAY JAUNCEY, BEN P. JENSEN,
Story by BRYAN SINGER & DAVID HAYTER Yuriko Oyama/Deathstrike ETHAN JENSEN, TREVOR JONES, BRAD KELLY,
and ZAK PENN KEN KIRZINGER, JON KRALT, MICHAEL LANGLOIS,
PAUL LAZENBY, RANDY LEE, DON LEW,
Produced by JASON TAS ee JAKE LOMBARD, BRAD LOREE,
LAUREN SHULER DONNER Little Girl 143... DEB MACATUMPAG, J.J. MAKARO, KIT MALLET,
RALPH WINTER JASON MARTIN, BRAD MATHESON,
DAN McLAREN, KIRK McMEEKAN,
Executive Producers MIKE MITCHELL, PHILLIP MITCHELL,
AVI ARAD SIVA sori GIORGIO MIYASHITA, WILLIAM MORTS,
STAN LEE JOVAN NENADIC, SCOTT NICHOLSON,
TOM DeSANTO ... ALFRED E. HUMPHREYS VICKI PHILLIPS, SHAWN ORR,
Madeline Drake .......cccccceeeseessereesensenerseeeeen JILL TEED EFOSA OTUOMAGIE, GERALD PAETZ,
Executive Producer BRYAN SINGER Ronny Drake 1... ais JAMES KIRK RICK PEARCE, TERRANCE L. PEREGOODOFF,
Mitchell baunio 2c ici acs er ctccee TY OLSSON FRED PERRON, DARRYL QUON, JASON RAND,
Director of Photography Museum Teenager #1 ..........:cceeereeeees GLEN CURTIS DAN REDFORD, JEFFREY C. ROBINSON,
NEWTON THOMAS SIGEL, ASC Museum Teenager #2.........:csccceeee GREG RIKAART MIKE ROSELLI, JUSTIN SAIN, RAYMOND SAMMEL,
Cop #1 (Lead Cop). occu MARK LUKYN CHRISTOPHER SAYOUR, TRICH SCHILL,
Production Designer GUY HENDRIX DYAS COD Be oocke icleatecnseess cresstoesenstes KENDALL CROSS JEFF SCRUTTON, MARK SETER, GREG SMRZ,
Plastic Prison Guard........... MICHASHA ARMSTRONG MELODY SODERQUIST, HEATH STEVENSON,
Film Editor JOHN OTTMAN Federal Bldg. Cleaning Twin #1...ALFONSO QUIJADA BILL STEWART, SHAWN STEWART,
Federal Bldg. Cleaning Twin #2.......... RENE QUIJADA VICKI THIGMAN, FRANK TORRES,
Co-Producers Stryker Soldier Lyman ...........000 PETER WINGFIELD ROSS UISDEAN, ANGELA UYEDA,
ROSS FANGER Stryker Soldier Smith «0.0.20... STEPHEN SPENDER RENE VAN HULLEBUSH, LORI VELISEK,
KEVIN FEIGE Stryker Soldier #1....0.....cccceseeeeee AARON DOUGLAS ATTILA VEZINA, TUCKER VEZINA, CLAY VIRTUE,
Stryker Soldier #2........... ... COLIN LAWRENCE MARSHALL VIRTUE, PAUL WU, MATT YANAGIYA
Visual Effects Supervisor MICHAEL FINK Stryker Soldier Wilkins..............0++4. DYLAN KUSSMAN Go-Filni Editon se ELLIOT GRAHAM
TN, HOSt oc aon ee DAVID KAYE Production Supervisor JASON McGATLIN
Special Make-up Design GORDON SMITH Dr SAW eo CHARLES SIEGEL Supervising Art Director................. GEOFF HUBBARD
Dr Hank McCoy...) coca. STEVE BACIC Art DIT@GION oie cocci ccs HELEN JARVIS
Music by JOHN OTTMAN White House Agent (Lead Agent) MICHAEL DAVID SIMMS Assistant Art Directors ................... BARBARA WILSON
Oval Office Agent Cartwright ......... ROGER R. CROSS BRENTAN HARRON
Costume Designer LOUISE MINGENBACH Oval Office Agent Fabrizio................ DAVID FABRIZIO Set Decorator........ccccccceeceeesseees ELIZABETH WILCOX
PATRICK STEWART White House Checkpoint Agent........ MICHAEL SOLTIS Assistant Set Decorators........... IGNACIO McBURNEY
Whitehouse Tour Guide............e:ccee CHIARA ZANNI RON SOWDEN
HUGH JACKMAN
News Reporters ............ TED FRIEND, MI-JUNG LEE, Lead Set Dressers............cccccscceeeseereeees MATT REDDY
IAN McKELLEN MARRETT GREEN, JILL KROP GORDON BRUNNER
HALLE BERRY XK-Kids (Captured)... ciccscccccccssscveccvevess NOLAN FUNK, Lead Set Designer ..............cc000 LAWRENCE HUBBS
FAMKE JANSSEN DEVIN DOUGLAS DREWITZ, Set Designers...as NANCY BROWN,
JAMES MARSDEN JERMAINE LOPEZ, SIDEAH ALLADICE J. ANDRE CHAINTREVIL, LUKE FREEBORN,
REBECCA ROMIJN-STAMOS Stryker Soldier ......ccccsccseisiescccnes JASON S. WHITMER ALLAN GALAJDA, DAN HERMANSEN,
SttyKer Soldier... csi ccscccstesctccenseres ccAARON PEARL ANDREW LI, MARGOT READY, DEAN WOLCOTT,
BRIAN COX
Stryker At Age 40... c 0. eeccccsteescesosssoers BRAD LOREE MILENA ZDRAVKOVIC.
ALAN CUMMING Augmentation Room Doctor........ SHERI G. FELDMAN Art Department Coordinators......FRANZISKA KELLER
BRUCE DAVISON Special Ops Agent..........00000 RICHARD BRADSHAW AIMEE ROUSEY
SHAWN ASHMORE Fe16 Fighter Pilot aco. LORI STEWART Model. Maket cc. cscc-ssscsesscssccteeccstees CRICKET PRICE
AARON STANFORD Chief Of Staff Abrahms.................. KURT MAX RUNTE Sculptor JAMES H. JONES
Loading Bay Stryker Solidier #1 RICHARD C. BURTON Illustrators.......... JAMES OXFORD, MARK GOERNER,
KELLY HU
Loading Bay Stryker Soldier #2 MICHAEL JOYCELYN JEAN-FRANCOIS MIGNAULT, PAUL OZZIMO,
and ANNA PAQUIN CAMeOlAMAl oicscccocseccsse reas BENJAMIN GLENDAY NATHAN SCHROEDER, DEAN SHERRIFF
KATIE STUART President's Secretary ..... . JACKIE A. GREENBANK Graphic Designers ......RAY LAI, DIANNE CHADWICK,
KEA WONG COD Giessen. ROBERT HAYLEY ERIC ROSENBERG
Stunt Coordinators......GARY JENSEN, JACOB RUPP, Storyboard Artists... ROBERT CONSING,
Casting by ROGER MUSSENDEN, CSA MELISSA STUBBS, ERNEST JACKSON BRENT BOATES, TREVOR GORING,
Teele ess cleo concn KEVIN ABERCROMBIE, COLLIN GRANT, GABRIEL HARDMAN,
THE DONNERS’ COMPANY/BAD HAT HARRY DAVID ALEXANDER, CHARLES ANDRE, DAVID MACLEAN, RICHARD NEWSOME,
Production IEISHA AUYEUNG, JAMES BAMFORD, ADRIEN C. VAN VIERSEN
KEVIN BEENHAM, CHAD BELLAMY,
A BRYAN SINGER Film RICHARD L. BLACKWELL, ROB BOYCE, Second Second Assistant Director..GERROD SHULLY
JAKE BRAKE, JOHN BRANAGAN, Third Assistant Director...........0.00000.. SILVER BUTLER
DUSTIN BROOKS, DENNIS BULL, JASON CALDER, Trainee Assistant Directors....c.ccccccecceces: GARY HAWES
Unit Production Managet.............:000. ROSS FANGER SYLVAIN CAMERON, YVES CAMERON, ASHLEY BELL
Unit Production Manager........... STEWART BETHUNE KIRK CAQUETTE, BRETT CHAN, RAYMOND CHAN, On Set Dresser... PATRICK KEARNS
First Assistant Director .......ccccccceesceees LEE CLEARY DOUG CHAPMAN, KELSI CHARTRAND, Set Dressers......... CHAD CHILIBECK, ANN ROWLEY,
Second Assistant Director DAVID K. ARNOLD LAURO CHARTRAND, DEAN CHO, ROSS WAHL, J.P. BAGSHAW, DENNIS SIMARD,
Associate Producer......cccccccccssecsessereee DAVID GORDER CHAD COSGRAVE, VINCE CRESTEJO, BRENT BENNETT, MICHAEL BETHUNE

156.X2
Set Decoration Coordinator.........ccccccccee URA JONES Key Sculptor. cc EVAN PENNY Lead Laborer 2 oo ncccsccciscticccceceenceee RUSSELL SHIELS
Steadicam Operator/B Camera............... TIM MERKEL SCuIptOl JOE VENTURA Motal Fabricators icicccc.-sscecacsgeceeeensee TONY FIORESE,
First Assistant Camera — A Camera....JIMMY JENSEN Key Prosthetics 2 5.c..3 cc. JAY McCLENNEN, MARIO OROLOGIO, LLOYD SKARSGARD,
First Assistant Camera -B Camera....SEAN HARDING CAROLINE DEMOOY, ANN McLAREN PETER WRAY
Second Assistants Camera ...........00000. DAVID LOURIE Prosthetics ee MARIANNE LOVINK, DAVID FOWLER, Head Model Maker ...........::ceeee GORDON BELLAMY
DEAN MORIN JULIE BOULE, MAYA KULENOVIC Model Make'rs.........:006 MARK STOPE,
.... MICHELLE HNILICA Key Hair and Wigs Builder.............. DONNA GLIDDON MICHAEL DALE, ANYA SLADE
ene CASEY HARRISON, Key Mechanical ...........ccccccsececseeseseees JAMES GAWLEY Sculpior MAREK NORMON
HEIDI BUECKING, ADELLA ZELLER, Contact Lenses Provided by Video Graphics Supervisors..........::.++++ RICK LUPTON
MICHAEL GREEN PROFESSIONAL VISION CARE, INC. GLADYS TONG
Still Photographer's .......c.ccceseeccesececees KERRY HAYES TattOO DOSIQN o..5ccckecsccceccccccceeccsouss URBAN PRIMATIVE Computer Playback..........:.ccceeeeseerenees ROB GRAHAM
DOANE GREGORY Dental Prosthetics .........c0.6 RA & ASSOCIATES, INC. Head Scenic Artist............-.cccecseee BARRY KOOTCHIN
BOUNA MIKENcesses ccc cesses ROB YOUNG, C.A.S. Studio MaNagQeP ........cccecceesseeeenes GIONILDA STOLEE Scenic Anists......... PETER SYSOEV, DOUG CURRIE,
Boom Person........cccccc See JON LAVENDER Vancouver Crew FRANKLIN LEIBEL, VALERIE SHMAKIN,
Cable Person ANDY BISHOP Key Make-Up ....t.ccccccessecseecsseoeseees JAYNE DANCOSE STEVHAN BONN, TERESA KELLY, SARA WELLS,
MAACO ASSISE acca JEFFREY CASSIDY CHARLES C. PORLIER DRAGAN ZARIC, JANIS LEE, BRENDA BORROWMAN,
Assistant Video Replay..............0+ DAVID KURVERS Key Painter. jcc GILLIAN RICHARDS LUBOR CENCAK
PLOPONY MaStOl o.oo. ecco cic emer ccc ess JIMMY CHOW MaK6-UD oo ahi ks MONICA HUPPERT Paint FOreMe@n: oo ee MARIO TOMAS
Assistant Property Masters....CATHERINE LEIGHTON Contact Lens Technician....... BEVERLY A. MONCRIEF PAUL DUFFY
JASON LANDELS 2ND Unit Make-up Artists .......0....c. TOBY LINDAIA, Lead Painters ce MALCOLM MACLEAN
PTOPS BUYOIS....coc cece esc ANDREAS NIEMAN CHRISTOPHER PINHEY, LEANNE PODAVIN, RONALD VOSKUIL, LARRY OSLAND,
; TRINITA WALLER MARGARET YAWORSKI MARTINE BILODEAU, PETER BRADSHAW,
Assistant Props ......-...:ecceeee CLAUDIO PALAVECINO Location Manager ......ccccccsscsssersscerseeresseeees RINO PACE SEAN WILL
AIMOUIC! ose cee ROB FOURNIER Assistant Location Managers JAY ST. LOUIS Standby Painter .....00. TOM ROBERTSON
Script Supervisor........ sce cs CHRISTINE WILSON JASON M. COLLIER, MARK VOYC Painters............... WALLACE CROSS, LINDA BISHOP,
Chief Lighting TechnicianTONY “NAKO” NAKONECHNYJ Locations Train@e 0c. ec ese HANS DAYAL BRAD KNULL, JON MARTELL, KAY YAMANAKA,
auOl ... DAVID TICKELL Location Production Assistants . SANDY McKECHNIE, JAN REEVES, MARIO BURELLE
Best Boys Electric... 5c. ec ccsisceececcs JEFF HARVEY TODD IRELAND, DAN KUZMENKO, Studio Teachers.......ccccccccceecssceeees ANNIE WILKINSON
AVRON SHER KATARINA SAGANOVA, CLINT BUTLER, DON MUNROE
Lighting Board Operator.................. KELLY MALONEY DAVID BURNEY, SEAN FINNAN, STEPHEN CHAN, Assistant to Bryan Singer............2..+++ ALEX GARCIA
EIGCHICIANS. ce Ge KEN W. ANDERSON, LYNDSAY ANDERSON Executive Assistant to Ms. Shuler Donner KATHY LISKA
ANDREW PERESZLENYI, ROBIN HALL, Production Coordinator ............:0:0 SHEENAH MAIN Assistant to Ms Shuler Donner.............. BILL DURHAM
DON KAZAKOFF Assistant Production Coordinators.....PAULA SIMSON, Assistant to Mr. Winter................. SABINE SCHOPPEL
Generator Operator..........c.cccceseeccens JAY ANDERSON JENA NIQUIDET, NICOLE FLORIAN Assistant to Mr. DeSanto.......... MATTHEW GRANGER
Bigaing Galera ceJARROD TIFFIN Production Secretaries ............:cccceee JUDITH SWAN, Assistant to Mr. Jackman.............0.... ERIN CLUTTON
Best Girl — Rigging ......0.....:cccceeeeees CHANTAL MORIN AMY MORRISON, JANET GLOWA Assistant to Ms. Berty...........-.... KATHERINE BAFARO
Best Boy — Rigging..........-.-... eee JOHN PIROZOK Special Effects Coordinator ..........ccce MIKE VEZINA Assistant to Mr. McKellen STEVE THOMSON
ROY GND 2 STEVE SMITH Special Effects - Shop Supervisors Assistant to Ms. Janssen.............0000+ KARIN TOLSON
Best Boy Grip... GARY J. WILLIAMS CAMERON WALDBAUER, GORD DAVIS Assistant to Ms. Paquin, Mr. Cumming
On Set Best Boy Grip... ececceeseeenees PAT WALLER Key Special Effects Assistant.......... KIM MORTENSEN and Ms. Romijn-Stamos.................: KYLE LEYDIER
Dolly Grip — A Camera............... BRIAN JOHN BOUMA Special Effects Buyer...........ccceeecce BECKY BATES Supervising Production Accountant
Dolly Grip — B Camera... REID COHOON Special Effects Supervisor.... ANDREW VERHOEVEN ELENA HOLDEN BRESS
Company Grips........ TIM MILLIGAN, RICK STADDER, Special Effects Assistants ...........00.0+ JASON DOLAN, Production Accountant .................. JAMES T. LINVILLE
JAMES J. WILLIAMS, JAY RUPERT, ADRIAN FISHER, DAN CLARKE, DERRICK ROCKHILL First Assistant Accountant...... CHRISTIAN FELDHAUS
GERHARD YOUNG Special Effects Fabricators..............0. ATTILA VASKI, Construction & SPFX Accountant... WILLIAM PHILLIPS
Key Higging Giip «2.2. ec ROBIN JOBIN BOB PRICE, MARTY HUCULIAK, Visual Effects Accountant KATHY “GEORGIA” EDWARDS
Assistant Key Rigging Grip....,BIPPIN KUMAR SAMMY JORDAN KIDSTON, DAVE DUNAWAY, Payroll Accountant............0cccccesueseees SAND! ELLAMS
Rigging Grips... BUBBER GUENTHER, BRIAN NAKAZAWA, BARRY VALENTINE HEBEIN, SUZANNE CLEMENTS
BOB WOLINSKI, DON QUINN, JULIEN BOSSE TREVOR HILL, GEOFF TURNER, KEVIN WILLIS, Assistant Accountants................ MONICA MONTELLA,
X-Men Uniforms by .......:eccccececee JOSE FERNANDEZ WAYNE MAGNISON, ROBERT ROCKHILL, COLETTE JOST, STEFANI ROCKWELL, GLORIA GIBB
Assistant Costume Designer......... CATHY CRANDALL FRANZ FRAITZL, GREG BELLAVANCE, Accounting Clerks........-.ccecceresccseeseseees DAVID KLYPAK,
Key Costume Coordinator ........... GRACE ANDERSON NIC CURRAGH, ROD QUINN, BRUNO MAGANIC JENNIFER GIANNONE, CHRISTOPHER GREEN
Costume Coordinator «0.0... JANICE K. SWAYZE Special Effects Riggers ..............5 PERRY BECKHAM, Production Assistants ................ SPENCER HON LUI,
Set Costume Supervisor......... ELIZABETH NEEDHAM STEVE KNIGHT, RAFAEL SOLA, ALLISON CRUTHERS, KELI A. MOORE,
COSTUMES .0.o-scscsscescnce DEBBIE JUBA WINSTON, ANDRE DOMINQUEZ, MIKE DOBBIN, MICHAEL GILBERT, JULIA GAUDETTE,
LAVONE NAPIER, MICHELE LYLE, CATHY DARBY, GRANT SMITH, ALISTAIR KING, REG MILNE, BREANNE LARRETT, COLIN HOUSE, IAN DAVIS,
VIVIAN BAUMANN, DEBBIE HUMPHREYS, GARY MINIELLY NICHOLAS “SUPER” BRANDT, TAU FLAGG
MARNIE ANDER, COURTNEY ANDERSEN Pyrotechnics Supervisor..........-.. TEWART BRADLEY Greens Coordinator ..........cccceeccorsecesecenssceseeses AVO LIVA
Key Costume Cutter ........... NORMA HIEBERT DUFFY Pyrotechnics Assistants.......... TERRY SONDERHOFF, Assistant Greens ......ccccccccsscccnserseenreeees JOHN CARR,
Key Breakdown Artist DENISE GINGRICH STEPHEN T. HEPWORTH, KEVIN JAMES ANDRUSCHAK GLENN FOERSTER, JUDY SILVER
SUICNEN BUNGEE 6c cocccscacelecssecsennsecresonte ROSALIE LEE 24-Frame Video Playback KLAUS MELCHIOR Movement Coach........ccccccccossecsssecsees TERRY NOTARY
Key Costumer — L.A... etceceereee KRISTIN M. DANGL Construction Coordinator... THOMAS WELLS Dialect Coaches .....0...cccceccsccssssscceseccee JESS PLATT
Costume Supervisor — L.A... PAUL LOPEZ Construction Buyer... G. SCOTT STEWART FRANCIE BROWN
CUNGIFINEr oe KAREN NASER Construction Foremen..JIM BERKEL, WARD GALVIN, Casting Associate ..........ccccsccsessssceeeene CAROLINE LIEM
Costumers .... TRISH SACCHI, CARIN RICHARDSON, GARY YORK Casting Assistant .........0..ccccseccceeseee CELESTE MOORE
MARIA SUNDEEN, STACIA LONG Standby Carpenter........2..cccereeses JOHN KOBYLKA Canadian Casting by .........cccceeseee COREEN MAYRS
SUICHOLS 0.6 eee es ccees HAYDEE RAMIREZ, VAN HUA, Lead Carpenters........ JOHN NOEL, TOR BAXTER, HEIKE BRANDSTATTER
AGAPI PAPAS, ANGELINA PADRON SCOTT WELLERBRINK, HENRY PARKER, Extlas Castings. 3 ccna ANDREA BROWN
Specialty Fabricator 00... JILL TOMOMATSU CHRIS WILLS, MICHAEL OSBORN RODDICK, Extras Coordinator ANDREA HUGHES
Make-Up Designer ... NORMA HILL-PATTON CHRIS COOPER, DOUGLAS JANG, SAM McMASTER, Unit Publicists .. JOE EVERETT, PATRICIA JOHNSON
Head Make-Up Artist... cece RITA CICCOZZI BRIAN SHELL, JOHN DALE, DEAN JOSEPH Technica! Advisors .RON BLECKER, ROBERT SNOW
Make-Up ANist oi ANGELA WOOD McQUILLEN, MARTIN QUESNEL, DAVID TAIT, Animal Wrangler ....c.:.sccccscceescccssseeces MARK DUMAS
Department Head — Hair......JENNIFER O'HALLORAN RALF KRONING, SPENCER STEVENSON Transportation Coordinator ............00.... ROB STEEVES
Key Hair Stylist............-.:.... PAULINE L. TREMBLAY Scenic Carpenters ........-cccceeee HARVEY MOELLER, Transportation Captains ................ RORY A. MOFFATT
First Assistant Hair Stylist...............+.. NANCY STEYNS MARK ENNIS, BRENT BERG, WAYNE BINMORE, GREG HAMILTON
Make-Up Artist for Halle Berry ............ MARY BURTON NEALL C. HALINGTEN, PETER SCHULTZ, Picture Car Coordinator........c..cccccccc. BOB MACLEAN
PETER PRINCE, TROY BROLLY, ROY GERVAIS, Picture Car Wranglers............0..... RICK RASMUSSEN
Special Make-Up Effects by: ROBERT WATERBEEK, GREG RIDEOUT, DALE TARRANT
FX SMITH INC. & COMPANY J. GEOFF CROSBY First Assistant Editor.........cccccccccsccveoees DOV SAMUELS

ASeiot
Avid Assistant Editor........ccccceceeee ROGER FENTON Caterer........... TIVOLI MOTION PICTURE CATERERS Location MangerS......:.ssee KARLENE GALLEGLY
Sot Medie....2 ics ee NANCY KRESS GARY KESELL
Assistant Editors .............. ROBERT F. SHUGRUE JR.,
KRISTINE McPHERSON, MARY MORRISEY, First Aid/Craft Service Assistants ...GAIL M. ESTRADA Plate Supervisor JEFFREY WILLERTH
PAUL PARSONS ILDIKO BARRETT Script SUPFVISOL...-.ccccsssseccersencprcceans-
teasNILA NEUKUM
First Assistant Editor (Vancouver) BRUCE GIESBRECHT Security COOrdinator.......cccccceccecseeceeeeeee GRAEME TAIT Special Effects FOrMen .......:..ceceeee JOHN STIRBER,
Assistant Editors (Vancouver) Security Co-Captain.......cccccecesseneersees RICK IMESON ROY DOWNEY, CHARLES COOKE,
JASON HUMPHREY DALE, PAUL KLASSEN Visual Effects Producer...........:ccceceseers JOYCE COX ROY GOODE, STEPHEN HUMPHREY
Visual Effects Editors ........0...... STEVE RAY MOORE Sequence and Data Supervisor.............-. BILL MAHER Transportation Coordinator......... BUSTER KOHLHOFF
DERRICK MITCHELL Sequence Supervisor..........:0+ STEVE RAY MOORE Transportation Captain... TOM ROBERTS
Assistant Visual Effects Editor..... ANDREW LOSCHIN Visual Effects Directors of Photography Craft Service... ei PAM JOHNSON
Post Production Coordinator CHRISTOPHER DOWELL ERIC SWENSON, DAVID STUMP Video Assist..... MICHAEL BELIVEAU, GELNN DERRY
Post Production Assistant.............008 JAMIE CLARKE Visual Effects First AC... DENNIS ROGERS Architectural Consultant ...........:c-ceecccces JEFF DEYOE
Supervising Sound Editor JOHN A. LARSEN Visual Effects Data Coordinator.......... SEAN NOWLAN Production Assistants.........ccccccesceeees KEN ENGLAND
Sound Mixing........... PAUL MASSEY, D.M. HEMPHILL, Visual Effects Production Managers ADAM MENDES, CORY NAYLOR, BOB REIF
MICHAEL HERBICK MARICEL PAGULAYAN, PATRICK GOLIER RUSSELL THOMAS, CHRIS VARGAS, CARL WOLFE
Co-Supervising Sound Editor/Sound Designer On Set Coordinator TYLER KEHL
CRAIG BERKEY COOKIN AION. ssecsee sneer easssctsceccceenconees BRENDA ILIC PYRO CREW
Dialogue Editors......SUSAN SHACKELFORD DAWES Assistant Sequence Coordinator.. WHITNEY KITCHEN Director of Photography ...........c008 BARRY WALTON
JIM BROOKSHIRE AARON COHEN, JULIA GAUDETTE, TERRI BREED ASSIStANT DiILOChON i555 iene ceee amscemccscs JJ LINSALATA
ADR Supe@rvisor.......:cccceceeeee DONALD SYLVESTER First Assistant Camera............. ....PAUL GUGLIEMO
ADR EdiOl. ee LAURA GRAHAM PLATE UNIT GARY ANDERTON, COLIN CRANE
Effects Editors....... DAVE KULCZYCKI, ERIK AADAHL First Assistant Directors ..............0 ELLA KUTSCHERA Grane Operators 35652 e.pet et mccres GEORGE DANA
Foley SUPGIVISON. 7. csc sciicsrcter cscs JOHN MORRIS PETER DASHKEWYTCH GOON cir ives corp teens SHANE KELLY
Foley Editors 258 STEVE F. PRICE Second Assistant Directors ................. MINDY HESLIN Best Boy Electnc sc... DON DAVIDSON
BRUCE TANIS, M.P.S.E. ALEXIS HINDE Key GUD ack es ee JOHN BLACK
First Assistant Sound Editors................... DAVID BURK Third Assistant Directors IAN SAMOIL, DAVE BARON Best Boys Grip........ BOBBY IKEDA, TRACI COLLINS,
BLAKE CORNETT Camera Operator.....ccceecseneee HARVEY LAROCQUE DON PADILLA, HUGO ELIZONDA, BRETT ELLIOT,
Foley Stage .......:eecee “F” WARNER HOLLYWOOD Visual Effects First AC Camera............ CHRIS DYSON BOBBY MUNOZ
Foley Artists......... JOHN ROESCH, ALYSON MOORE, PETER MITCHNICK
MARILYN GRAF HUBBARD Visual Effects Second AC Camera JUSTIN BERGLER, Miniatures by GRANT McCUNE DESIGN, INC.
Foley Recordist:. ccc csc: SCOTT MORGAN ROB KATZ, THOMAS YEARDLEY, SCHANE GODON Model Shop Supervisor ...........:c:000+ MONTY SHOOK
Post Production Facilities provided by Hot Head Technician............c::ccceeeees CHRIS WALSH Model Shop Design ws
TWENTIETH CENTURY FOX STUDIOS Model Shop Engineet.........22:.ccscecssenes BILL SHOURT
Additional Sound Mixing ..........c:cccecseeeeeeeeees JIM BOLT MOTION CONTROL Dam Section Foreman .........c:sesee CORY FAUCHER
Recordists ......... TIM GOMILLION, DENNIS ROGERS, Motion Control Technician............... CRAIG SHUMARD Gen. Room Section Foreman.............:.2 RAY MOORE
MATT PATTERSON Motion Control Operator ................ ERIC PASCARELLI Model Makers ........ SCOTT BURTON, ERIC TUCKER,
Re-recording Engineers ...........csccrcseese TIM McCOLM Video ASSisSt .........ececeteeteeeeeeeee DARREN ROBERTSON RICK WON, COREY BURTON,
WILLIAM STEIN MICHAEL UGUCCIONE MARCELLO PETROCELLI
ADR MIXGIS coor ences. CHARLEEN RICHARDS, Gallet ci, cei or ee JOHN DECKER
ROBERT DESCHAINE, C.A.S., ANN HADSELL Best BOy ic NELSON CASEY ADDITIONAL PHOTOGRAPHY/AERIAL UNIT
ADA Recordists cece: DAVID LUCARELLI, Generator Operators ....MIKE NELL, TOM WALDMAN, VANCOUVER
TAMI TREADWELL, CLAUDIA CARLE JOHN PIROZAK, FULVIO TODESCO Spacecam Camera Operators ............. HANS BJERNO
ADR [email protected] cecsceescsecees DEREK CASARI Key GHD ce
aes eae aesTOM WALLACE RON GOODMAN
ADR Facilities...... TODD AO STUDIOS, HOLLYWOOD Dolly On ey. a peer PHILIPPE PALU Spacecam Technician ANDREW SYCH
MuSIC-Editor oc. occ AMANDA GOODPASTER Bost BOs co Sane JESSIE OLIVER PHOU Soi cercsscss carson eee JIM FILIPPONE
Assistant Music Editor........ccceesseeseeenee ROBB BOYD GDS occ corte ROBERT BANDA, RYAN COX ALBERTA
Score Conducted by............ DAMON INTRABARTOLO Camera Crane TeCh .........scscscsscsssessceseee CRAIG KELLY Spacecam Technician ................06- GERALD GANGER
Score Orchestrated by ........:cceceeeees JOHN OTTMAN Sorip Supenvisors: ee KEN FRISS, Aerial Pilots. oa GILLES LEVEAQUE
DAMON INTRABARTOLO PATTY ROBERTSON, SANDI CAMERON Aerial Safety osu. S ke as JAMES CIESLAK
Additional Orchestrations by........... FRANK MACCHIA, Visual Effects Assistants (Vancouver) Hawall
RICK GIOVINAZZO, CHRISTOPHER TIN, NEACOL BOOTH, GORD DUNICK, MADISON Directors of Photography............ MICHAEL PRICKETT
PIERRE ANDRE GRAIE, SHANDY LASHLEY, GORDON WEISKE RON CONDON
Orchestra Contractor... cece DEBBI DATZ-PYLE Visual Effects Assistants (Los Angeles) TRISTA WAHL, Assistant Camera........cccsccseecce MICHAEL WEISBROD
Music Preparation by JOANN KANE MUSIC SERVICES TOM DU HAMEL, KIRSTIE PALMER JEFFREY FLINT
Score Recorded and Mixed by.............. CASEY STONE First Aid/Craft Service......... LOUISE HETHERINGTON Aerial Pilot cccc.ccscisnc ieee JOSH LANG
Digital Recordist..........cc eee KEVIN GLOBERMAN MAUREEN YOUNG Jet Ski Driver ccs cs ees. DEREK DOERNER
Score Recorded at THE NEWMAN SCORING STAGE, Transport Captains.......scusecseserseeseee KEN MARSDEN NIAGARA FALLS
TWENTIETH CENTURY FOX ANDREW O’BRAY Spacecam Camera Operator............. STEVE KOSTER
ReCOmdist. oS cine JOHN RODD Caterers iii oh es cs CINEMA SCENES Spacecam Technician... RALPH MENDOZA
ENGINGGlen eke et nevi BILL TALBOTT CAL-B-QUES Aorial Pilots c0 cS ok AL CERRULO
Stage Crew...... .TOM STEEL, DAMON TEDESCO MINIATURE UNIT
Score Mixed 3 a, SIGNET SOUND Kine Produce :.24. cnc JOHN H. RADULOVIC Visual Effects and Animation by CINESITE
CHOI-MISHESS cc ek BOBBI PAGE Director of Photography ............... DAVE DRZEWIECKI Visual Effects Supervisor......STEPHEN ROSENBAUM
Choir Arranged by «0.0... .eeeeesetteeree DEBORAH LURIE Production Coordinator .........cccccccce NIKKI PARSONS Visual Effects Producers... DAVID ROBINSON
ADR Stade. uk enn TODD AO Production Accountant....... oe MARILYN TASSO TRACY TAKAHASHI
Voice Casting 3.33 aco CHRIS DOWELL Assistant Production Accountant........... JIM GARRETT Visual Effects Art Supervisor............... LUBO HRISTOV
Negative Cutter... cccccccucccsecsespsesssessoess GARY BURRITT Payrool Accountant 2. cion cc ccccu JESS NUNEZ Digital Effects Supervisor.....SERGE SRETSCHINSKY
Color Timers........ .. JIM PASSON, CHRIS REGAN Assistant Director........cccccccccees GREGG GOLDSTONE 2D Supervisor. JASON PICCIONI
Title DeSign cs ROBERT DAWSON, First Assistant Camera .......ccccccecceesees CHUCK BEMIS, Digital Effects Production Manage ..........:cccssscsssseesseeese
JUSTIN BLAMPIED, SIMON CASSELS NED MARTIN, PETER SCHMITT, JAMES THIBO AUDREA TOPPS-HARJO
Main Title Composites by ASYLUM VISUAL EFFECTS Second Assistant Camera.....ccccccccc.e.. BENNETT CERF Visual Effects Coordinators ...........0.0... BILL MURPHY
Senior Visual Effects Supervisor Gallet DENNIS CLARK TIM CUNNINGHAM, THOMAS CLARY
NATHAN McGUINNESS Best Boys Electric. icc DAVE SEXTON TOM HENDRICKSON
CG Attisie. cc. PINK, YUICHIRO YAMASHITA STEVE HODGE, DAVE MUSSELMAN, JOERI WONG Production Assistant .......0..:.000.0- KATHERINE VOGEL
Infemo- Alliston JESPER NYBROE Key Grin MARK ROEMMICH Executive Producer ............c00... SCOTT DOUGHERTY
Visual Effects Producer.... ..» LINDSAY BURNETT Best Boys Gib... MARK NAVARRETTE,
CG PIOduCOl... occ er JEFF WERNER BRIAN BERLIN, CHUCK CRIVIER CEREBRO SEQUENCE
Opticals bY ccc PACIFIC TITLE Equipment Manager.......... MARK CHRISTOFFERSEN CG Supervisor... .. DAVID SATCHWELL
End Titles: by i SCARLET LETTERS Camera Equipment Manager............... DAN GINDROZ 2D Sequence Supervisot..........c.ccccseeess BRIAN LEACH

150 .AZ
 Be ee eee LYNN BASAS Senior Staffing Manager.............. ROBIN THOMPKINS Scan/Record Operator ........:ccceee
ee BILL LA BARGE Office Manager ........ PAULETTE LORENZO-HONORE Render I/O Coordinator
...REMO BALCELLS Production Accountant.........c:cccccceee CARLA SIERRA ECHGANION ys ice esaiis cen secvereteaee enone
CG Effects TD’s......... ERNIE RINARD, KEN IBRAHIM, Facilities SUPErVISOF .........ccceeseceseeeeseeees
OSCAR CASTILLO, ANTHONY SERENIL, Special Visual Effect by RHYTHM & HUES, INC. Hardware Technician &
GAVIN GUERRA, DAVID WAINSTAIN Visual Effects Supervisor ....... RICHARD HOLLANDER System Administrator........c.ccceeceeee
CG Effects Animators.......0.0...ccceecceeee JEFF BENOIT, Visual Effects Producer ............:0++ LISA GOLDBERG SYStOM OPSratol sc. ssc cessecsseessensecee-eseeac
ANDY TOMANDL, ROB OSTIR, ROBERT CHAPIN Digital Effects Supervisor MARK RODAHL Software Engineer...
CG Animators....... BRIAN BURKES, SCOTT HOLMES Compositing Supervisor ..........c.:cec00++ EDWIN RIVERA
CG Modeler MAXX OKAZAKI Lighting Supervisor........cccccceee DEBBIE PASHKOFF Special Visual Effects by KLEISER-WALCZAK
Lead LIGHT ieee ects, LYNDON LI Design Supervisor .......-eccscccesessrescerseees MIKE MEAKER Visual Effects Supervisor ..........:ccce FRANK E. VITZ
Lighters 6... BILLY BROOKS, JAMES CITRON, Visual Effects Producer........ .MOLLY WINDOVER
WAYNE VINCENZI, ERIC TABLADA, ANDY CHEN Augmentation Room Sequence Supervisor Modeling and Effects Lead................... KEVIN NOONE
SEAN McPHERSON Texture and Lighting Lead........... LEONARDO QUILES
NIGHTCRAWLER SEQUENCE Digital Effects Producers.......... EDWARD P. BUSCH III Lead Compositor ..............++ ..EDWARDO MENDEZ
CG Supervisor ....c.cccccccceeeees GREGORY ANDERSON SERGE RIOU 2D Shot Supervisor MARY E. NELSON
2D Sequence Supervisor ....... DAVID LINGENFELSER Visual Effects Coordinators............. STEVE PIMENTAL Modeling, Texturing, Lighting Artists
bead 1D. VIJOY GADDIPATI RYAN POLLREISZ MICHAEL COMLY, PATRICK FINLEY, DAVE KINTNER
Animation Supervisor.........ccccccccsescecess CHRIS BAILEY Digital Coordinators... JOSHUA FERTIK, ERIK PAYNTER, TRAVIS G. PINSONNAULT
Character Animators...........ccc0cccceeeeee JAMES PARRIS, PATRICK D. HURD, PATRICK McCORMACK Character and Morph Animation.......... DERALD HUNT,
ANGELA JONES, KENNY SUTHERLAND Production Assistant.................5 FRANK ANNUNZIATA GREG LEMON, SIMON SHERR
JOE MANDIA Lead COMpOSHON .e.sics
cc seco CRAIG SIMMS GOMPOSHOIS ee ccc ees: SVETLA BELCHEVA
CG Effects Animators.............. ANDREW GAUVREAU, Compositors ..... TONY BARRAZA, CHRIS BERGMAN, KATHARINE EVANS, MARC MORISSETTE
MICHAEL EDLUND, ANDY HOFMAN, ANITA BEVELHEIMER, JEFFREY CASTEL DE ORO, LEAH NALL, ANDY TANGUAY
DAVID TANNER, BRIAN DAVIS SHELLAINE CORWEL, BETSY COX MCPHERSON, Effects Developer..........eceeecneees DANIEL ROIZMAN
bighieh os PATTY FRAZIER BERTHA GARCIA, LAURA HANIGAN, Effects ProgramMmMet.........cccscccsseeseees BEN ANDERSEN
JENNIFER A. HOWARD, JIMMY JEWELL, Render Managet............ CHRISTOPHER M. ENGLISH
PHENOMENA SEQUENCE PERRY KASS, MATT KELLY, HOIYUE “HARRY” LAM, Editing/Data Managerment............. SLAVICA PANDZIC
CG Supervisol o.oo. ccc lec, ARNON MANOR SEAN HYAN-IN LEE, MATT LINDER, Systems Administration .......c.:ccceccceeee JOEL FEDER
2D Sequence Supervisor KAMA MOIHA JEREMY NELLIGAN, TONY NOEL,
Senior TD’s...GOKHAN KISACIKOGIU, KEVIN SMITH JONATHAN ROBINSON, MARC RUBONE, Pre-Visualization and Post Effects by FRANTIC FILMS
JOE SALAZAR, JEFF WELLS, Visual Effects Supervisor ...........cceccce CHRIS BOND
CG Effects Animators ..............00c KEVIN SHEEDY, MATTHEW T. WILSON, SERKAN ZELZELE Visual Effects Producer...........ccsccsscee KEN ZORNIAK
CRAIG “X-RAY” HALPERIN, DAVID DAVIES, Lead Inferno Artist.........cccccccuseeeenees JOHN HELLER 2D Supervisors . DARREN WALL, SHANE DAVIDSON
DEAN SADAMUNE, BJORN ZIPPRICH, ANDY KING Inferno Artists ........:ccccceceees KENNETH AU, TIM BIRD, SD: SUPSIMISOR ci cc CONRAD DUECK
Shader 10 ce eco LIZA KEITH YUKIKO ISHIWATA Visual Effecst Coordinator............0... RANDAL SHORE
Lighters... RAJI KODJA, DANTE TANTOCO Matte Painters... eee MARTHA SNOW MACK, SD AMISt iii ee ce
Compositors...CHRIS LANCE, SERENA NARAMORE, LOPSIE SCHWARTZ, BOB SCIFO, Programmer........
MICHAEL HARBOUR, CRAIG MATHIESON, MATTHEW SHUMWAY 2D Compositor.......
BRAIN ADAMS, CHRIS CIAMPA, JIM GREEN, L@ad ANIMAtON.<osccrscseiiccccerdercccseceeuns DANNY SPECK Visual Effects TD
CORNELIA MAGAS, MICHAEL MILLER, Animators.............06+ GLENN RAMOS, JASON IVIMEY
ADAM MOURA, KIM PEPE, KATIE TUCKER-FICO Lead Lighters .GREGORY YEPES, RAYMOND CHEN Special Visual Effects by PACIFIC TITLE
INFEIMO AR ISIS... ccc. sccccssaseonessesnsevoncs RENEE CHAMBLIN Lighting Set-Up 1D. ck KARL HERBST Visual Effects Supervisot.................. DAVID SOSALLA
TRAVIS BAUMANN Lighters. cscs AMIE SLATE, ANDY GARCIA, Executive Producer 00 JOE GARERI
Paint Supervisor. ......2.....c-.ecc.eo: CORINNE POOLER FREDERIC SOUMAGNAS, GEE YEUNG, Inferno Compositors PATRICK PHILLIPS, BOB WIATR
Digital Painters ........c cesses VALERIE McMAHON, GEORGIA CANO, JASON BAYEVER, Cineon Compositor JENNIFER LAW STUMP
ARKAY HUR, DANNY ALBANO JONATHAN MEIER, JON AGHASSIAN, Digital Painters... es GEORGE GERVAN,
Roto Supervisor........c.ccccceccereteereeees LEA C. LAMBERT JUDE ADAMSON, MIKE ROBY, RICHARD GERVAN, PATRICK KENEEN
Roto Artists........ KRISTINE LANKENAU, WALLY CHIN SALAR SALEH, TOM CAPIZZI Digital Coordinator «0... JAMES D. TITTLE
Tracking SUPErVISOF.........:.ccesereee RANDY BAHNSEN X-Jet Prelighter....... ccc MARY LYNN MACHADO Digital /O....cc JOHN MORCOS, BRIAN MILLER,
TRACKONS oo. NICOLE HERR, MICHAEL KARP, Texture Painters..........ccecccceseceeeeseeenees NORI KANEKO RICK KIM, STEVE LANGIUS
ANDY SILVESTRI, MICHAEL GUTTMAN, MICHELLE DENIAUD
BRIAN H. BURKS Effects Lead a as MIKE O’NEAL Special Visual Effects by
Matte Painter...... Tornado Effects Lead ............ccceccceeenes DOUG BLOOM HAMMERHEAD PRODUCTIONS
Texture Painter Effects TDS<2 iene AARON JAMES McCOMAS, Visual Effects Supervisor ................. REBECCA MARIE
Color Imaging Supervisor JEFFREY KALMUS ANDERS ERICSON, ALFRED URRUTIA, AHIMAOC JUSTIN JONES
Senior Visual Effects Editor............... PAUL HOWARTH ANDY SHENG, ANTOINE DURR, CALEB HOWARD,
Visual Effects Editor..........cccseeeeceeeees STEVE RHEE CHRIS RODA, CHRISTOPHER ROMANO, Special Visual Effects by CIS HOLLYWOOD
Avid Editor DAN SMICZEK, HIDEKI OKANOJAMES ATKINSON, Visual Effects Supervisor ...........cc00006 BRYAN HIROTA
Research Scientist... JERRY TESSEDORF JEFF WOLVERTON, JON-JON MA, JULIUS YANG, Visual Effects Producer............... JULIE OROSZ
Senior Systems Administrator........... ROBERT MANCE MARK A. McGUIRE, MICHAEL LAFAVE, Digital Compositing Supervisor............. GREG LIEGEY
Lead Production Support... CHRIS SERENIL SCOTT TOWNSEND, STU MINTZ, TOMAS ROSENFELDT Compositors ..PATRICK KAVANAUGH, MARC NANJO
Systems Administrators .........0.ceesee SCOTT LORD Modelers........... GREGORY GALLIANI, CRAIG CHUN, Lead CG Anist.2.0 DIANA MIAO
MARK SARTE WEI HO CG Alster AMY GARBACK
Junior [email protected] ERIC NEWELL-LAVIGNE Animation Set-Up 0... ccs JELENA Z. ERCEG Production Coordinator .........c:cccceeese TOM SLOVICK
Production Manager.. RALPH DENSON Tracking SuperviSOr...........cceccees SAMUEL L. NUNEZ R&D SUpeViSOh. cc CHRIS ALLEN
BD: MANAGED «ccc. cccccccssseoneecessosenss JEFFREY BAKSINSKI FACKOIS dae es DEAN RASMUSSEN, R&D Programme ...........ccscccceseeees KYLE YAMAMOTO
2D MANAGEE vices sccrcncesseeccseeevessuse JUDAH KONIGSBERG, LULU J. SIMON, CG AMISE cic JOHN CASSELLA
Digital Asset Manager... MARK 0D. WELSER, RICHARD J. DAVENPORT, General Manager .......ssccccesseseenssesersenss DONALD FLY
3D Render TD VIVIANA PALACIOS SYSIOMS cic MATT ASHTON
3D Technical Assistant Supervisor ROBERT COQUIA, JR. Paint/Roto Artists............:c:cccccccue SUSANA BENTSEN, ACCOUNTING (occ cess ccd MARYJANE LAYANI
2D Technical Assistant Supervisor... TONY SGUEGLIA MIKE FREVENT, BILL GEORGIOU,
Digital Imaging Coordinator..............06 RICK BENOIT ANNE H. HERMES, VERONICA HERNANDEZ, Special Visual Effects by PIXEL MAGIC
Digital Imaging Operators ............. KEVIN SCHWAB MARVIN F. JONES, BILL SCHAEFFER, Visual Effects Supervisor . RAYMOND McINTYRE, JR.
DALE STELLY RICHARD B. STAY General Manager <r cscs ccicecinss RAY SCALICE
PrOjOCtionist <...c.555cccetececesieesesDAVID SLAUGHTER PleViZ ANSE. ec acc: BUD MYRICK Executive Producer...........ccccssseces BONNIE KANNER
Vault Manager DENNIS SOLANO Pipeline Support ...MUNIRA M, BHAIJI Digital Effects Supervisor VICTOR DiMICHINA
VP Production Editor. ZEKE MORALES Digital COMPOSHOIS......sceeccccesuss sescrasscsoee JOE DUBS
Bid PYOGUCOK so.i5c sca rcsecaciccccescecsnese DAPHNE DENTZ Assistant Editor .........0.ccccce ces DEBORAH PHILLIPS ALFREDO RAMIREZ, BRUCE HARRIS

Xe .199
 Special Visual Effect by VCE.COM/PETER KURAN Standby Carpentes...ccccccceccccsscscseceeseeoceses CHRIS WILLS SPORTS JAM
SD SupeIVISOn.. 2 ee ee KEVIN KUTCHAVER Standby Paintet....3 ssc cane DUSTY KELLY Written and Performed by Christopher Tin
3d Effects Lead .............. Standby Greens............csccserees JOSEPHINE BLEUER MOZART’S SONATA K545
Composite Supervisor.... Costume Supervisor............... BONNIE SUTHERLAND Written by Mozart Amadeus Mozart
Composite Roto Artist... COSTUMION cncscrisececcnsscccsvaccectcrarecsanecssutsces KELLY BRUHM Performed by Don Great
Digital Compositor ......... Key Make-Up Artist............ ... JOANN FOWLER Courtesy of Marc Ferrari/Tinseltown Music Library
Digital Matte Painter.........:c.ccccesesesene Assistant Make-Up Artists................. KRISTA YOUNG,
Visual Effects Editorial... ccecee sees TOBY LINDALA, WIN KONIJN THE PRODUCERS WISH TO THANK THE FOLLOW-
Koy Hair Stvlist:..06. cece KANDACE LOEWEN ING FOR THEIR ASSISTANCE:
Special Visual Effects by 4WARD PRODUCTIONS, INC. Assistant Hair Stylist ...........:ecee CINDY BURWASH BRITISH COLUMBIA FILM COMMISSION
Special Effects Coordinator............:.+:+++ GORD DAVIS VANCOUVER FILM STUDIOS LTD.
Scanning and Modeling by LIDAR SERVICES, INC. Special Effects Best Boy........... CLAYTON SCHEIRER CITY OF VANCOUVER, B.C.
Special Effects Assistants .........-..c0:e00 COLIN NASO, CITY OF SURREY, B.C.
Digital Pre-Visualization Animatics JOHN WILKINSON, CLANCY SCHEIRER, CITY OF COLWOOD, B.C.
Pre-Visual Artists .........:ccccceceeeeee RPIN SUWANNATH CHRIS DAVIS, PAUL NOEL, WAYNE SZYBUNKA ROYAL ROADS UNIVERSITY
IMAGE ENGINE Aerial Coordinator ........ccccccssceeerereen JIM FILIPPONE HATLEY PARK
Story Board Artist... THOMAS LEY Vertol Pilots ... KIRK SUNTER, JEFF SIM ST. ANDREW'S-WESLEY CHURCH
Vertol Maintenance..........:ccecesseceeeesee KIRK RODDIE WHITE HOUSE HISTORICAL ASSOCIATION
SECOND UNIT SASHA LYTTAK TRANSALTA UTILITIES CORPORATION
Second Unit Director ...........ccceeeeeeeeeees BRIAN SMRZ Spacecam Operator .........cccccesseeeseeenee HANS BJERNO B.C. HYDRO
Director of Photography ............ccsec scenesGARY CAPO Spacecam TeChnician.........ccceceere ANDREW SYCH ALBERTA COMMUNITY DEVELOPMENT
Unit Manager... scsescccccsesecsscessese YVONNE MELVILLE Helicopter Safety ...........cccessecsscessenenvoonenee DENIS RIGO ROYAL TYRRELL MUSEUM
First Assistant Director.......... ... MATT REBENKOFF Camera Pilot...cccicsice ncn:GILLES LEVESQUE DIRECTORS GUILD OF CANADA
Second Assistant Directors............... FIONA WINNING Camera Cranes & Dollies by.....CHAPMAN/LEONARD B.C. COUNCIL OF FILM UNIONS
EDDY SANTOS STUDIO EQUIPMENT, INC. PANAVISION CANADA
Third Assistant Director................ MISHA BUKOWSKI EP CANADA INC.
Remote Cranes supplied by
Trainee Assistant Director.............:.c004 JANE TALBOT MAZDA MOTOR CORPORATION
TELESCOPIC CAMERA CRANE LTD.
Set Decorator ic ck ROSS WAHL BASKIN ROBBINS
Script SUPerviSOFs .......-.ececcerseeeeneeeeee JEAN BEREZIUK SOUNDTRACK AVAILABLE ON SUPERB RECORDS DR. PEPPER
TERRY MURRAY THE COFFEE BEAN AND TEA LEAF
Camera Operator/Steadicam...........0.. DAVID CRONE SONGS
Steadicam Operator .........cccccscsecsseeees JIMMY MURO Spacecam Aerial Camera System
DIES IRAE FROM MOZART’S Provided by SPACECAM SYSTEMS, INC
A Camera First Assistants ............- DOUG LAVENDER,
REQUIEM IN D MINOR, K.626
ARIS GEORGIOPOULOS, BRAD PETERMAN Lighting and Grip Equipment
Written by Wolfgang Amadeus Mozart
A Camera Second Assistants............ KEVIN HAVERTY WILLIAM F. WHITE LIMITED
Courtesy of FirstCom Music Inc.
SHINPEI OTSUKI
B Camera Operator .......ccccccpeceeeees PAUL MITCHNICK EVOLUTION EXHIBIT Filmed with remote cranes and heads from
B Camera First Assistant..............0.... IAN SEABROOK Written and Performed by Christopher Tin PANAVISION REMOTE SYSTEMS
B Camera Second Assistant Trainee Dailies by ALPHACINE
NEWS THEME
CARY LALONDE, DAVID WESLEY KYLE
Written and Performed by Christopher Tin Color and Prints by DELUXE®
Video Assist .............. CLINT PAGLARO, DAVID JOSHI
Ree Vig cmee Seles. Cacgues TIM RICHARDSON CENTER OF THE SUN Filmed with PANAVISION® Cameras and Lenses
WILLIAM BUTLER Written by Annie Danielewski and Rhys Fulber
Ne UCo eRe Erie Sen’ SCOTT CARROLL Performed by Conjure One featuring Poe KODAK FILM STOCK
STEPHEN JACKSON Courtesy of Nettwerk Productions Approved No. 39703
ae SHAWN MILSTED MOTION PICTURE ASSOCIATION OF AMERICA
EINE KLEINE NACHTMUSIK, ROMANZE
TERRY P. CALHOUN
Written by Wolfgang Amadeus Mozart
Dimmer Board Operators VANCE VEGAS SALVALAGGIO Copyright © 2003 Twentieth Century Fox Film Corporation in all
Performed by The National Arts Centre Orchestra,
SEAN OXENBURY territories except Brazil, Italy, Korea, Japan and Spain.
conductor Mario Bernardi
Generator Operators «0.0... ROGER BAILEY,
Courtesy of CBC Records/Les Disques SRC Copyright © 2003 TCF Hungary Film Rights Exploitation
GILBERT JAMAULT, DAVID GOYER Limited Liability Company and Twentieth Century Fox Film
Electricians 2.053. CHRISTOPHER PRICE, GAME SHOW NETWORK ORIGINAL Corporation in Brazil, Italy, Korea, Japan and Spain.
SCOTT MITCHELL, VINCE LAXTON, LEE MILLER, PROGRAM END CUE
DOUG BROWN, RON ZITTLAU Courtesy of Game Show Network, LLC Twentieth Century Fox Film Corporation is the author of this
Key GND oe a JOHN LE ROY motion picture for purposes of copyright and other laws.
Best BOY ee ee DEREK LEROY PASTORAL LANDS
The events, characters and firms depicted in this photoplay are
Dolly Grips... BRIAN SCANNEL, TODD HLAGI Written and Performed by William Loose
fictitious. Any similarity to actual persons, living or dead, or to
Courtesy of Marc Ferrari/Tinseltown Music Library
GUPS ees TONY BECK, KEN HEMPHILL, actual events or firms is purely coincidental.
PAUL MOHR, DEAN RECA BYE BYE BYE
Ownership of this motion picture is protected by copyright and
Property Master ..........c.:cccscesseseesseers DEAN EILERTON Written by Andreas Carlsson, Kristian Lundin and
other applicable laws, and any unauthorized duplication, distri-
PIODS ci DOUG FOREMAN Jacob Schulze, Performed by N’SYNC bution or exhibition of this motion picture could result in criminal
CHRIS “SHARPIE” SHARP Courtesy of Jive Records prosecution as well as civil liability.

Publisher Esther Margolis of Newmarket Press wishes to thank the following for their special contributions to this book:
At Twentieth Century Fox: Bryan Singer, Alex Garcia, Ralph Winter, Lauren Shuler Donner, David Gorder, Tom DeSanto, Debbie
Olshan, Chrissy Quesada, Kathy Liska, Gianna Babando, Richard Prolsdorfer, John Myhre, Tamara Deverell, Adam Grell, Hunter
Hancock, Matt Grange, William Cameron; special thanks to Guy H. Dyas for supplying detailed notes on the production
designs
to Oscar Richards for the Bryan Singer introduction, and to Peter Sanderson for enriching our knowledge of the X-Men,
and
Christopher Measom for his additional text; Timothy Shaner, Dan Harris, Amanda Roth, Monty Shook, John Radulovic, Dominique
Dyas, St. Mark’s Comics, Pete Larson, Cinefex Magazine; and at Newmarket Press, Frank DeMaio, Tom
Perry, Keith Hollaman
Shannon Berning, Kelli Taylor, Chris Cousino, Harry Burton, and Heidi Sachner.

[email protected]
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 A NOTE FROM THE SCREENWRITERS

Organisms evolve. They gradually change over the course of time to

better adapt to their environment. They become stronger. They mutate.
So does a screenplay.
In the tradition of X-Men, the script for X2 was a constantly mutating
creature whose evolution began in 2001, continued every day during
principal photography, and is still changing today—only weeks before
the film’s release. In the end, nearly thirty drafts of the screenplay
will have been written.
What follows is an amalgam of several drafts—what matches closest to
the “shooting draft” of the movie. But since the filming of this version,
new scenes have been shot. Some have been cut. Lines have been impro-
vised and sequences have been re-structured.
So, while the script in this book is the most current draft, by no means
is it the final one. The creature will still go through a few more muta-
tions before being released, always adapting to new ideas in the hopes
of making it better. Stronger.
The evolution continues.

Michael Dougherty & Dan Harris

April 20, 2003

162.X@
 BLACKNESS.
Pierced by the deep, rich voice of:
XAVIER CV.O.)
Mutants. Since the discovery of their existence, they have been regarded
with fear, suspicion, and often hatred. Across the planet, debate rages:
Are mutants the next link in the evolutionary chain...
The void is slowly illuminated by millions of points of brilliant RED AND WHITE LIGHT. They appear at
first to be STARS and GALAXIES, but soon reveal themselves as the shapes of places closer to home...
XAVIER CV.0O.) (CCONT’D)
~- |, .or simply a new species of humanity, fighting for their share of the
world? Hither way, one fact has been historically proven: Sharing the
world has never been humanity’s defining attribute.
The lights coalesce, taking on a slightly HUMAN IMAGE, as we suddenly rush towards and
through it, traveling through a tunnel of WHITE LIGHTNING. . . which quickly becomes COLD
and METALLIC — leading us into a giant round room: Cerebro.
In a rush of music and light, words fill the screen:
X-MEN 2
CREDIT SEQUENCE ENDS with the slamming of CEREBRO’S ARMORED DOOR. An IMAGE forms in the
door’s CRYSTAL LOCK. AN IMAGE OF:
THE SEAL OF THE WHITE HOUSE.
INT. WHITE HOUSE - TOUR ENTRANCE - MORNING
CLOSE ON: THE SEAL as we hear a YOUNG FEMALE TOUR GUIDE:
TOUR GUIDE (0.S.)
“We are not enemies, but friends. We must not be enemies. Though passion
may have strained, it must not break the bonds of our affection.”
The CAMERA PULLS BACK to reveal the seal printed on a placard below a portrait of ABRAHAM LINCOLN.
TOUR GUIDE (CONT’D)
Lincoln said that in his first inaugural address as our nation’s 16th
President. It’s one of my favorites.
The tour group approaches A SECURITY CHECKPOINT.
INT. WHITE HOUSE - SECURITY CHECKPOINT - CONTINUOUS
TOUR GUIDE
So, if you’ll please have your tickets ready, we can begin the tour...
| ONE MAN is standing in the back. He wears a BASEBALL CAP pulled down over his dark, shadowed
face. As others go through the checkpoint, he steps to the side and turns a corner. He stares at A
JANITOR’S CLOSET, just past security. The door is opened slightly.
INT. WHITE HOUSE - OVAL OFFICE - SAME TIME
PRESIDENT MCKENNA — distinguished, late 60s, sits at the desk, signing papers, next to his
assistant JACKIE.
PRESIDENT MCKENNA
Jackie, could you clear my schedule this evening? I’m going to have
dinner with my son.
JACKIE
Yes, Mr. President.
INT. WHITE HOUSE - OTHER SIDE OF THE CHECKPOINT - SAME TIME
BAMF'! A flash of light and smoke appears under the closet’s doorjamb. The door cracks open and
the man steps out.
As he veers away from the tour group, a HAND GRABS HIS SHOULDER. The man turns to see AN
AGENT staring him down.
CHECKPOINT AGENT
I’m sorry, sir. Are you lost?

X2.163
The man nods and looks up, finally revealing his face —
Under a thick cover of WHITE MAKE-UP. .. HE HAS THE FACE OF A DEMON: The recognition of skin so
blue it appears black. His eyes are yellow, dilated, and glazed over. This is KURT WAGNER, A.K.A
NIGHTCRAWLER.
THE AGENT GASPS and reaches for his pistol, but from behind the agent’s head, A FORKED TAIL
emerges behind Nightcrawler.
THE AGENT rushes Nightcrawler. His tail wraps around the gun and throws it to the ground as he flips
over the agent and darts down the corridor.
CHECKPOINT AGENT (CONT’D)
Perimeter breach at visitor’s checkpoint!
AROUND THE CORNER
Nightcrawler darts past AGENT SOLTIS — as the man turns to fire — what appears to be ANOTHER
NIGHTCRAWLER darts through a second corridor.
AGENT SOLTIS
Multiple subjects!
INT. WHITE HOUSE - OVAL OFFICE - SAME TIME
TWO AGENTS rush into the office.
AGENT FABRIZIO
Mr. President, security breach. Jackie, leave!
They grab the President and start to move him out of the room.
AGENT FABRIZIO (CONT’D)
Let’s get him out to the car!
INT. WHITE HOUSE —- HALLWAY - SAME TIME
Nightcrawler launches through the hall, vaulting through a doorway, kicking an agent to the ground.
INT. WHITE HOUSE - OVAL OFFICE - SAME TIME
Three more agents swarm into the room, surrounding the President.
AGENT MORRIS
The exit’s not clear — we don’t know how many there are!
INT. WHITE HOUSE HALLWAY - SAME TIME
AGENT VANSCOY walks down the hallway, gun raised, speaking into a mic:
AGENT VANSCOY
Post five, secure.
Nightcrawler emerges from a ceiling beam and swings down, kicking Vanscoy to the ground. Another
agent aims as Nightcrawler launches off his back.
At the end of the hall, AGENT GRAHAM turns to see Nightcrawler, TAKING TO THE WALLS, running at
him full speed — teeth bared like an animal. Graham aims and FIRES!
BAMF! Nightcrawler literally DISAPPEARS into thin air, teleporting in a cloud of blue smoke. The agent
stares, amazed.
BAMF! Nightcrawler reappears, only a few feet from him, FLYING AT HIM FEET FIRST. The agent raises
to fire but is kicked through a SET OF DOORS. BAMF'! Nightcrawler disappears again.
BAMF'! Nightcrawler reappears on the other side of the door, leaving behind more smoke.
INT. WHITE HOUSE - OVAL OFFICE - SAME TIME
More agents rush into the room — The sounds of shots and screaming from the corridors.
AGENT CARTWRIGHT
There’s something in the corridor!
AGENT FABRIZIO
Shelter!
The agents rush President McKenna toward an adjoining room, just as THE DOOR OPENS, spilling more
AGENTS in SWAT GEAR into the Oval Office.

164.X2
 SWAT AGENT
Negative! NOT CLEAR!
INT. WHITE HOUSE - CORRIDOR - SAME TIME
Nightcrawler peeks through a slightly open door — the pasty white makeup hiding his blue face is
now running down his neck, revealing his true appearance. He sees two agents come around a hallway,
guns drawn.
Nightcrawler BURSTS out, CHARGING towards them on all fours. And just as they raise their guns to
fire... BAMF'!
BAMF! He reappears BEHIND THEM — kicking one to the ground, and wrapping his tail around the
other — tossing him into a wall.
TWO MORE AGENTS, PETERS and HARRIS, come around the corner. AGENT PETERS raises his wrist,
speaking into a mic:

AGENT PETERS
It’s in the private hallway.
INT. WHITE HOUSE - OVAL OFFICE
AGENT FABRIZIO
LOCK THIS PLACE DOWN!
Immediately, agents close all of the doors in the room. We RUSH THROUGH A PEEPHOLE, into:
INT. WHITE HOUSE - OVAL OFFICE ANTEROOM - SAME TIME
... where a DOZEN AGENTS watch the hallway door, guns ready.
INT. WHITE HOUSE — CORRIDOR - SAME TIME
AGENT HARRIS spins and... BAMF! Nightcrawler emerges. He spin kicks, flipping Harris into the air.
BAMF! He disappears and reappears in mid-air in time to kick Agent Peters to the ground.
He flips down the hallway. AGENT WALTERS raises his gun to shoot. . BAMF! Nightcrawler appears on
the wall beside him, SLAMMING the agent through a door, into:
INT. WHITE HOUSE —- OVAL OFFICE ANTEROOM - CONTINUOUS
BAMF'! Only agent Walters lands in the room, blue smoke wafting through the doorway.
AGENT WALTERS
Don’t shoot!
BAMF! Nightcrawler appears on the opposite wall, hanging by his tail. The agents spin AND FIRE! BAMF'!
INT. WHITE HOUSE - OVAL OFFICE - SAME TIME
_ Agents surround the President, hearing the sound of SHOOTING, BAMFING, and SCREAMING. They raise
guns, watching the door.
Beat. Silence.
The agents suddenly look up, hearing the sound of FOOTSTEPS on the ROOF. BAMF'! They turn towards
the door. Beat. Two agents step towards the door...
THE WEST DOOR BURSTS OPEN, slamming one agent to the ground — revealing a room filled with
stumbling, coughing agents and thick smoke. A TAIL PULLS Agent MORRIS into the room. BAMF!
BAMF! Nightcrawler appears on the ceiling, dropping Morris to the ground. BAMF!
PRESIDENT MCKENNA
My God...
In SLO-MO, Nightcrawler systematically TELEPORTS around the room: He appears in front of an agent —
kicks him across the face.
BAMF! Nightcrawler appears next to another and hurls him across the room with his tail... BAMF!
BAMF! BAMF! — taking out all of the agents in a fury of flips, kicks, and throws. BAMF! BAMF! BAMF!
Nightcrawler lands on the ground, staring at McKenna. HE LEAPS and pins the President on top of his
desk. McKenna looks up to see Nightcrawler looming over him. His eyes glazed over, his face emotionless.
With a flick of his tail, the mutant pulls a KNIFE from his boot and flips it into his clawed hand — tied
to its hilt is a LONG RED RIBBON.

X2.165
Be Oy Le ? |

}
J

NIGHTCRAWLER RAISES THE KNIFE — BANG! A SHOT RIPS straight through his SHOULDER.
Screaming, his eyes suddenly DILATE HUGE, then SNAP BACK TO NORMAL. He shakes his head as if
waking from a nightmare. . . suddenly realizing where he is.
BAMF! Nightcrawler disappears. Agent Fabrizio lowers his gun.
CLOSE ON: THE KNIFE sticking straight up from the center of the desk, a ribbon hanging from
the handle.
PUSH IN ON THE RIBBON: Three words are written in gold: MUTANT FREEDOM NOW.
FADE TO WHITE.

AN ENDLESS PLAIN OF SNOW.

Pierced only by a LONG LINE OF FOOTPRINTS, leading up to LOGAN, A.K.A. WOLVERINE, trekking
through:
EXT. ALBERTA WILDERNESS - MORNING
Logan reaches the top of a MOUNTAIN CREST. He stares across the snow at a HYDRO-ELECTRIC DAM,
and an old, weathered sign: ALKALI LAKE INDUSTRIAL COMPLEX. He takes it in.
Then, Logan sees it, on a small hill above him:
AN ABANDONED MILITARY-TYPE BUILDING, half buried in snow, rusted and corroded from years of
neglect. Logan stares at it. A WOLF appears through the doorway, watching him.
EXT. ABANDONED MILITARY BASE - MOMENTS LATER
Dwarfed by nature, Logan approaches the front of the abandoned building, what was once a grand
arched entrance. Now, the door flaps open and closed with the wind. The wolf stands inside, silently
watching. Logan steps forward.
The wolf runs inside. Logan looks around — this may be it.
He closes his eyes, breathes, and passes through...
INT. ABANDONED MILITARY BASE - CONTINUOUS
... entering AN OPEN COURTYARD. He glances around, seeing that the building lies around him in
bits and pieces. It’s just a set of ruins. The largest piece of wall that he just passed through is nothing
more than a decaying facade.
Logan looks around, realizing that there is nothing left of this place.
INT. SCIENCE MUSEUM - DAY
PUSH IN ON: A DIORAMA OF A WINTER LANDSCAPE — A MOTHER WOLF, blood on its teeth,
angrily protects its young from A NEANDERTHAL HUNTER, blood on HIS teeth.
STORM (0.S.)
Neanderthals. It was once believed they were wiped out by years of
conflict with a more advanced branch of humanity. . .
WIDER: to reveal an exhibit on HUMAN EVOLUTION.

STORM (CONT’D)
... Called Cro-Magnon man. But new evidence in our own DNA suggests. . .
AT AN ICE AGE DISPLAY, twelve-year-old ARTIE stares at a woolly mammoth. A Kool-Aid-stained
LITTLE GIRL glares at him.
STORM (CONT’D)
... that these two species may have interbred. . .
Artie looks at her and smiles. She scowls and STICKS OUT HER TONGUE. Artie returns the gesture
but his TONGUE IS BLACK AND FORKED. The little girl WHINES and runs to her parents.
STORM (0.S.) (CCONT’D)
... eventually evolving into modern day humans. In other words, into us.
A shadow looms over Artie, and he looks up to see STORM, staring down at him. He smiles innocently.
STORM (CONT’D)
Not here, Artie.

166.X2
 Storm takes him by the hand and continues her lecture, a group of kids behind her. They are:
PROFESSOR XAVIER’S STUDENTS. They’re just like normal kids on a field trip, but their appearance
is. . . different. Most are in their early teens, a few are as young as eleven.
ARTIE Coudly)
But Miss Munroe, aren’t we mutants?
Storm checks to see if anyone heard, then kneels down.
STORM cwhispering)
Yes, but mutants are only people with some extra active genes. We’re
still human.
Artie smiles. ‘As Storm stands back up, she sees the other kids are gone. They’re off to the side, staring
at: AN EXHIBIT ON MUTATION
Filled with illustrations and photographs of HIDEOUSLY DEFORMED MUTANTS. A timeline tracks
mankind from the ape-like Homo habilis to Homo sapiens — and then the line suddenly splits into
a SECOND GROUP, labeled: UNCLASSIFIED.
PAN ACROSS: The children, who look confused, horrified, and hurt.
STORM (CONT’D)
Come on, children. Let’s go.
INT. ANOTHER PART OF THE SCIENCE MUSEUM - SAME TIME
JEAN GREY smiles, watching a group of Xavier’s students gathered around a dinosaur display. Her
smile fades as her attention drifts to the surrounding crowd of museum visitors.
MENTAL WHISPERS from the crowd fill her mind, building into a chorus of voices. Jean grimaces and
shuts her eyes — they’re overwhelming.
Behind her, the TV and computer monitors begin to flicker wildly, as if hit by a sudden power surge.
CYCLOPS (O.S.)
Jean?

Jean opens her eyes. The static stops. The voices fade.
SCOTT SUMMERS, A.K.A. CYCLOPS, is standing with a young girl holding a sketch pad with a dinosaur on it.
CYCLOPS (CONT’D)
You okay?
JEAN GREY
Yeah. . . I’m fine. It’s just a headache.
_ Cyclops seems skeptical. The girl tugs at his sleeve.
GIRL STUDENT (impatient; to Cyclops)
You were talking about the extinction of the dinosaurs... .
CYCLOPS (points to a display)
I need to talk to Miss Grey real quick. Can you draw me a picture of
that big cat?
GIRL STUDENT
It’s a saber-toothed tiger.
CYCLOPS
Right.
The girl nods and scampers off. Scott moves closer to Jean. Touches her hand. She looks away.
CYCLOPS (CONT’D)
It’s not just a headache, is it?
She sighs, shakes her head. Cyclops hesitates, but needs to get something off his chest... .
CYCLOPS (CONT’D)
I wasn’t sure how to say this. . . but ever since Liberty Island
you’ve been...

X2.167
 JEAN GREY
Scott...
CYCLOPS
... different.
Beat.
JEAN GREY
My telepathy’s been off lately. I can’t seem to focus. I can hear...
everything.
CYCLOPS
A month ago you had to concentrate just to levitate a book across the
room. Now when you’re having nightmares, the entire bedroom shakes.
It’s not just your telepathy.
Jean definitely doesn’t want to talk about this. She stares vacantly across the room.
JEAN GREY
The dreams are getting worse. I keep feeling that something terrible is
about to happen.
Cyclops embraces her.
CYCLOPS
I would never let anything happen to you.
Jean rests her head on his shoulder, comforted, but staring off. . . still dwelling on something we
don’t see.
STORM (0.S.)
Are we interrupting again?
Jean and Cyclops look up to find Storm, followed by her students. They all hide knowing smiles.
STORM (CONT’D)
So. . . how was the giant squid?
JHAN GREY
The kids liked it. Scott was bored.
CYCLOPS
It was boring.
Storm is distracted. She does a quick head-count of the kids.
STORM
Have you seen Bobby and Rogue?
Beat. Jean concentrates, a look of concern fills her face.
JHAN GREY
Something’s happening in the food court.
INT. SCIENCE MUSEUM - FOOD COURT
WIDER to reveal the lighter is in the hand of JOHN ALLERDYCE, A.K.A. PYRO. He’s sitting at a table,
staring at something off-screen. BOBBY DRAKE and ROGUE sit across from him, looking worried, while
Pyro wears a cocky grin.
TEENAGER 1 (0.S.) (angry)
Tll ask one more time.
TWO THUGGISH TEENAGERS are looming over the X-Kids, their anger focused on Pyro. TEENAGER 1 is
holding an unlit cigarette.
TEENAGER 2
It’s a simple question.
PYRO
And Pll give you a simple answer.
TEENAGER 1 (slowly; angry)
Do... you... have. a." | Hepat?

166.X2
Pyro pretends to think about the question, flicking his lighter on and off again.
PYRO
Sorry pal. Can’t help ya.
Bobby and Rogue look frustrated.
ROGUE (quietly, to Pyro)
Knock it off, John.
BOBBY Cfirmly)
Please.

Pyro twirls;his lighter and winks at Rogue.

PYRO
I’m sorry, guys. Besides the fact that this is clearly marked as a non-
smoking environment...
(points to a sign)
... I couldn’t bear knowing that I contributed to this young man’s slow,
tumor-ridden death.
Just as Pyro flicks his lighter closed, TEENAGER 1 SNATCHES IT FROM HIS HAND.
Pyro reaches for his lighter like his life depended on it, but Teenager 2 steps in front of him.
TEENAGER 2
What are you gonna do?
Beat.
TEENAGER 2 (CONT’D)
Not so tough anymore, are you?
Teenager 1 finally lights his cigarette and blows the smoke in Pyro’s face.
PUSH IN ON: PYRO, anger brewing as he stares at THE GLOWING EMBERS of the cigarette.
Pyro’s EYES narrow and THE FLAME of the cigarette EXPANDS, setting the teenager’s jacket, hair, and
clothes on fire. HE SCREAMS, furiously trying to pat out the flames. The entire food court STANDS UP,
staring at the commotion. Pyro smiles.
Bobby sends a STREAM OF FROST towards TEENAGER 1 and the fire is quickly snuffed by ice. The teen
drops to the ground, crying.
TEENAGER 8 stares at his fallen friend, then at Pyro. The teen reaches back, about to punch him WHEN
HE SUDDENLY FREEZES — not in ice, but in motion — like time is suspended. The kids stare in awe.
They realize:
EVERYONE in the food court is completely motionless:
ANGLE ON: A mother screaming at her kids — a man about to grope his girlfriend’s breast — an ice
cream machine still running, overflowing a cone. . . ALL PERFECTLY MOTIONLESS. Pyro bends down
and picks up his lighter.
The kids look past the crowd — at CHARLES XAVIER.
He slowly wheels into the food court, staring at his students with a look of anger and disappointment.
Jean, Cyclops, Storm, and the rest of the kids are behind him.
XAVIER
The next time you feel like showing off. . . don’t.
Suddenly, a sound in the quiet room catches Xavier’s attention. He looks up at a TELEVISION mounted
on a nearby wall. The others follow his gaze.
ON A WALL-MOUNTED TV: an image of the White House surrounded by army troops, and the
disturbing words: “MUTANT ASSASSINATION ATTEMPT.”
REPORTER (ON TELEVISION)
... coming to you live from Washington with reports of an assassination
attempt on the President, which took place in the Oval Office less than
an hour ago. Details are still sketchy, but we do know that the President
is alive and uninjured...

KeeLog
The X-Men look horrified by the news.
REPORTER (0.S.) (CONT’D)
... While an official description has not been released, several eyewit-
nesses have claimed the assassin was a mutant. The suspect is still at
large and is considered armed and dangerous... .
CYCLOPS
Professor, I think it’s time to go.
Xavier looks at the frozen crowd — at the broadcast.
XAVIER
I think you’re right.
INT. SCIENCE MUSEUM - MOMENTS LATER
The ENTIRE MUSEUM suddenly COMES BACK TO LIFE. People continue looking at the exhibits, unaware
that anything at all has happened.
INT. SCIENCE MUSEUM - FOOD COURT - SAME TIME
THE TWO TEENAGERS also awaken: Teenager 2 lowers his fist. Teenager 1 gets to his feet, brushes off
his charred jacket. They look around, confused.
EXT. XAVIER’S MANSION - GARDEN - DAY
A girl, SIRYN picks a flower near the fountain and smells it. She holds it up to a BOY standing
next to her. He leans over, takes a sniff, AND SNEEZES. He suddenly MULTIPLIES into THIRTY
more copies of himself. Startled, Siryn SHRIEKS — above her, the outdoor lights SHATTER. She
runs away.
INT. XAVIER’S MANSION - STAFF LOUNGE - DAY
Cyclops is staring out the window at the kids. He turns to JEAN, STORM, and PROFESSOR XAVIER.
CYCLOPS
My opinion? Magneto’s behind this.
JEAN GREY
No, I don’t think so, Scott.
XAVIER
While Eric might have organized something like this from prison, for him
the gesture is far too. . . irrational. It only hurts his goal of mutant
prosperity.
CYCLOPS
You mean superiority.
XAVIER
You’re right, if Eric had his way.
STORM
You know how the government will respond to this. They’ll re-introduce
the Registration Act.
XAVIER
Or worse.

JEAN GREY
Do you think the assassin was working alone?
XAVIER
The only way we’ll know is if we find him before the authorities do.
(beat)
I’ve used Cerebro to track the mutant to Boston. Once I get more exact
coordinates, Storm and Jean, I’ll need you to take the jet and try to pick
him up.
INT. OVAL OFFICE - DAY
CLOSE ON: THE KNIFE MARK, still left in the President’s desk. PULL BACK TO REVEAL: WILLIAM
STRYKER — 60s, wealthy, tailored — rubbing the mark with his finger.

[email protected]
 STRYKER
It was close, wasn’t it? Closer than anyone’s admitted.
PRESIDENT MCKENNA is pouring two glasses of Brandy.
PRESIDENT MCKENWA
What do you need, William?
STRYKER
Just your authorization. . . for a special operation.
The President SIGHS, takes a sip. He saw this coming.
oe PRESIDENT MCKENNA
And somehow I thought you were here to talk about school reform.
STRYKER
Funny you should say that.
An ASSISTANT lets in SENATOR KELLY. He’s just as suave as we last saw him, but something about
him is different. . . almost feminine.
PRESIDENT MCKENNA
Senator.

SENATOR KELLY
Mr. President. Thanks for having me.
They shake hands.
PRESIDENT MCKENNA
I don’t believe you two have met. Senator Kelly, this is William Stryker.
His department has been dealing with the mutant phenomenon since. . .
before my time.
STRYKER
As I recall, you were a staunch supporter of the Registration Act,
Senator. . . but it seems your ideas on the mutant problem have
changed recently.
SENATOR KELLY
For the best, I hope.
PRESIDENT MCKENNA
I thought the Senator’s point of view would be worthwhile. . . particularly
during this crisis.
STRYKER
If you think that’s appropriate. . .
SENATOR KELLY
So, what are you proposing, Mr. Stryker?
INT. WHITE HOUSE - OVAL OFFICE RECEPTION - SAME TIME
YURIKO OYAMA — a beautiful Asian woman wearing LIGHT SUNGLASSES (that show her eyes, but
not the color) sits in the reception area. She cracks her knuckles, LOUDLY. A SECRETARY looks over,
bothered and a little intimidated.
INT. WHITE HOUSE - OVAL OFFICE - SAME TIME
Stryker begins to place SURVEILLANCE PHOTOS OF XAVIER’S MANSION on the President’s desk.
STRYKER
We’ve managed to gather evidence of a mutant training facility in the
Salem region of upstate New York.
PRESIDENT MCKENNA
Where did you get this information?
STRYKER
Interrogation of one of the mutant terrorists from the Liberty Island
incident.

Kew C1
 SENATOR KELLY
Eric. . . Eric Lensherr? You have access to him?
STRYKER
My group developed the technology that built his plastic prison — but it
appears I’m not the only one with access to him.
He throws down a photo of CHARLES XAVIER.
STRYKER (CONT’D)
This is Charles Xavier, leader of this training facility, and a longtime
associate of Mr. Lensherr. Apparently, Xavier has friends in the Justice
Department and has paid Lensherr several visits.
He continues to hand the President photos and files. Kelly looks at them suspiciously.
SENATOR KELLY
This facility is a school.
STRYKER
Sure it is.
Stryker throws down more photos. In some of them, the basketball court opens to reveal
the X-JET.
PRESIDENT MCKENNA
What’s that?
STRYKER
It’s a jet.
PRESIDENT MCKENNA
What kind of jet?
STRYKER (as if talking to a child)
We don’t know — but it comes up out of the basketball court.
The President looks uncertain.
STRYKER (CONT’D)
If we’d been allowed to do our jobs before this incident. . .
McKenna holds up a hand, he’s heard enough. He turns away from the others, thinking. Kelly looks
nervous.
PRESIDENT MCKENNA
Listen, William. . . You enter. You detain. You question. But the last thing
I want to hear is that we’ve spilled the blood of an innocent mutant
child. You understand?
STRYKER
Hey. . . only if they shoot first, Mr. President.
INT. WHITE HOUSE - MAIN HALL - LATER
Stryker and Yuriko leave walk through the main hall, which is being repaired from the attack. Senator
Kelly rushes to catch up to them.
SENATOR KELLY
Mr. Stryker...
Stryker turns around to see Senator Kelly.
STRYKER
Senator Kelly, this is Yuriko, my personal assistant.
Yuriko shakes Kelly’s hand tightly. A little TOO tightly and for a little TOO LONG.
SENATOR KELLY
That’s quite a handshake.
They continue walking.
STRYKER
What can I do for you?
 SENATOR KELLY
Eric Lensherr’s prison. I’d like to arrange a visit if possible.
STRYKER
It isn’t a petting zoo, Senator. In this conflict he is the enemy, and you’re
just a spectator. So why don’t you just sit this one out, alright?
SENATOR KELLY
Mr. Stryker, are you really trying to turn this into some kind of war?
Infuriated, Stryker stops and turns around.

Gar STRYKER
I was piloting Black-Ops missions into the jungles of North Vietnam while
you were suckling your mother’s tit at Woodstock, Kelly. Don’t talk to me
about war. This already is a war.
As Stryker and Yuriko leave, SENATOR KELLY rubs his fingers together, and his eyes eerily FLASH
YELLOW. . . Mystique yellow.
INT. PLASTIC PRISON - MAGNETO’S CELL - DAY
ANGLE ON: A book: T.H. White’s “THE ONCE AND FUTURE KING,” partially obscuring the face of
MAGNETO. The door opens, and a big, obnoxious guard by the name of MITCHELL LAURIO enters.
MAGNETO
Mr. Laurio. How long can we keep this up?
LAURIO
How long is your sentence?
MAGNETO
Forever.
A series of cameras in the prison suddenly click off.
STRYKER (0.S.)
Not necessarily forever, Mr. Lensherr. Just until I’ve got all that I need.
Stryker struts in like he owns the place.
MAGNETO
Mr. Stryker. How kind of you to visit. Have you come back to make sure
the taxpayers’ dollars are keeping me. . . comfortable?
Stryker calmly sits at the table, facing him. He removes a SMALL PIPETTE OF YELLOW LIQUID.
Magneto looks at it, genuine fear in his eyes.
' He tries to stand and LAURIO QUICKLY FORCES HIM BACK DOWN, pressing his face to the table.
Stryker watches, amused. Laurio bends Magneto’s head down. And that’s when we see it: A SMALL
CIRCULAR SCAR ON THE BACK OF HIS NECK.
Using a small pipette, Stryker puts two drops of the YELLOW LIQUID on the back of Magneto’s neck,
right on the scar.
ANGLE ON: THE YELLOW LIQUID as it bubbles and sinks into Magneto’s neck — forming a PERFECT
CIRCLE.
Magneto looks up — his eyes are wide and dilated, just as Nightcrawler’s were in the White House.
He’s in a daze. Calm.
STRYKER
Now, Mr. Lensherr. . . I’d like to have one final talk about the house that
Xavier built — and the machine called Cerebro.
INT. XAVIER’S MANSION - TV ROOM — DUSK
ROGUE sits on the couch next to Bobby and a few other kids, watching television. They’re thumb-
wrestling, looking at each other softly. . . flirting.
BEHIND THEM
PETER RASPUTIN, A.K.A. COLOSSUS — six feet eight inches of hard muscle, is DRAWING at a table with
a young, much smaller boy, FLEA. He pushes the drawing over, letting Flea take a look.

X2.173
It’s a drawing of Bobby and Rogue. Their lips are touching, and Bobby looks like the life is being drained
out of him.
Flea laughs.
ON THE COUCH
Bobby stops trying to win. He lets his thumb down, and she looks up at him. They’re faces push togeth-
er... closer. .. closer. . . they’re about to touch...
ROGUE (nervously)
I... don’t want to hurt you.
Suddenly, the sound of a ROARING MOTORCYCLE fills the mansion. Rogue smiles, then gets up and runs
toward...
INT. XAVIER’S MANSION - FOYER - CONTINUOUS
... where LOGAN emerges from the front door.
ROGUE
Logan!
LOGAN
Miss me, kid?
ROGUE
Not really.
She throws her arms around him. He looks up to see BOBBY.
LOGAN
Who’s this?
ROGUE
This is Bobby, he’s —
BOBBY
Her boyfriend.
They shake hands. CRACKLING ICE and vapors rise from the handshake. Rogue rolls her eyes at the
macho display.
BOBBY (CONT’D)
They call me Iceman.
LOGAN Cunimpressed)
Right. . . Boyfriend?
(beat)
How do you guys... ?
BOBBY
We’re working on that.
Rogue glances away. Logan looks at her. Beat.
LOGAN
So, where’s the Professor?

STORM (O.S.)
Look who’s come back. . .
Logan looks up to see STORM walking down the stairs, smiling at him.
STORM (CONT’D)
And just in time.
LOGAN
For what?
STORM
We need a babysitter.
LOGAN
Babysitter?

174.X2
Storm kisses him lightly on the cheek.
STORM
Nice to see you, Logan.
She pulls back, and Logan sees Jean on the staircase, walking down. They stare at each other, smiling,
trying to hide their nervousness.
JEAN GREY
It’s good to have you home.
LOGAN
». How good?
Logan and Jean smile at each other warmly. Storm awkwardly watches them flirt — sharing a moment.
She backs up slowly, pointing toward a door.
STORM
I’m... I’m gonna get the jet ready....
(beat; cute)
Bye!
Bobby starts to pull Rogue back into the lounge.
ROGUE
Bye, Logan.
Logan looks at Jean.
LOGAN
You look good.
JEAN GREY
So do you.
(beat)
Storm and I are heading to Boston. The Professor wants us to track a
mutant who attacked the President. We won’t be gone long.
LOGAN
But I just got here.
JEAN GREY
And you'll be here when we get back. . . unless you plan on running off
again.
LOGAN
I can probably think of a few reasons to stick around.
They stare at each other, both wanting to say more....
CYCLOPS (0.8S.)
Find what you were looking for, Logan?
Jean looks up to see Cyclops standing by the stairs. Logan doesn’t look at him — keeps staring
at Jean.
LOGAN
More or less.

She nervously glances back and forth between them — an awkward triangle.
JEAN GREY
I’ll see you boys later.
CYCLOPS
Be safe, okay?
She smiles and kisses Cyclops — pulls away, looks at Logan.
JHAN GREY
You, too.
Jean smiles, leaving Cyclops and Logan alone in the room.

Nests
a (&
The two men watch her leave, then stare at each other uncomfortably. Logan tosses Cyclops the KEYS
to the motorcycle.
LOGAN
Your bike needs gas.
Cyclops throws the keys back to Logan.
CYCLOPS
Then fill her up.
Cyclops walks away.
LOGAN (to himself)
If you say so.
INT. XAVIER’S MANSION - CEREBRO - MINUTES LATER
Xavier sits at the CONSOLE, adjusting the controls.
XAVIER
Logan, my repeated requests about smoking in the mansion notwith-
standing, continue smoking that in here. . . and you will spend the rest
of your days under the belief that you are a six-year-old girl.
REVEAL Logan standing in the entrance, a cigar in his mouth.
LOGAN
You’d do that?
XAVIER
I’ll have Jean braid your hair.
Logan puts out the cigar with his palm, and puts the rest in his shirt pocket for later.
Logan steps forward onto the platform and the door closes. Xavier puts on the helmet. As Cerebro hums
to life, Logan looks around, sketchy.
LOGAN
You want me to leave?
XAVIER
No. Just — don’t move.
A deep throb quickly builds and the walls fall away with the CEREBRO EFFECT.
The CEREBRO POV abruptly pulls straight down with STOMACH LURCHING SPEED, rushing through
blackness with HINTS OF LIGHT. In seconds, both Logan and Xavier are STANDING INSIDE A GIANT
IMAGE OF THE EARTH rotating above them. The mental whispers of billions of people fill the chamber.
GHOSTLY IMAGES float around them — a woman carrying groceries. A man hailing a cab. A child riding
a bike. They’re holographic representations of people going about their daily routine. Some are tinted
white, others a deep red. There are billions of them. Logan stares in awe.
In the distance, dotted across the continents are SPARKLING WHITE AND RED LIGHTS, like stars fallen
to Earth. The white lights far outweigh the red ones.
XAVIER (CONT’D)
Those lights represent every living person on the planet. The white
lights are humans...
Suddenly, the WHITE LIGHTS FADE, along with the white holographic figures, leaving only the
RED ONES.
XAVIER (CONT’D)
.. and these are the mutants. You see, we’re not as alone as you think.
LOGAN
I found the base at Alkali Lake. . . there was nothing there.
Xavier is focused on the lights, which again fade, leaving only a RED LINE along the East Coast.
XAVIER
This broken line represents the path of the mutant who attacked the
President. I’m finding it hard to lock on to him.

176.X2
 LOGAN
Can’t you just. . . concentrate. . . harder?
XAVIER
If I wanted to kill him, yes.
Cerebro zooms in closer, revealing a BLINKING RED LIGHT in BOSTON. Cerebro zooms in even closer,
revealing the holographic image of NIGHTCRAWLER, crouched on his knees, praying.

XAVIER (CONT’D)
. . it looks like he’s finally stopped running. There.
Xavier closes,his eyes — he has found what he needs. Suddenly, the Cerebro effect COLLAPSES on itself,
and we’re back on the catwalk.
Logan has no interest in talking about this. He’s frustrated.
LOGAN
I need you to read my mind again.
XAVIER
I’m afraid the results will be the same as before.

LOGAN
We had a deal.

XAVIER
Logan, the mind is not a box to be simply unlocked and opened — it’s a
beehive, with a million separate compartments. I don’t doubt that your
amnesia and. . . skeletal enhancements are connected, but...
LOGAN
Spare me the lecture. I’m not one of your students.
Xavier puts the helmet down.
XAVIER
Logan, sometimes there are things the mind needs to discover for itself.
Logan is more pissed off than disappointed.
XAVIER (CONT’D)
I promise we’ll talk more when I return. If you’d be so kind to watch
over the children tonight, Scott and I are going to pay an old friend
a visit.
Xavier leaves the room, leaving Logan behind. He scowls and re-lights his cigar.
EXT. NEW YORK AIRSPACE - DUSK
THE X-JET soars through the clouds over Westchester.
INT. X-JET —- COCKPIT —- DUSK
Jean and Storm are at the controls, both in uniform. Jean is staring at the console, lost in a daze.
Storm is on the radio with the Professor.
XAVIER (CON RADIO)
I’m sending the mutant’s coordinates to you now. Once you land, you’ll
have to rely on your skills to track him.
Jean stares at the controls, concentrating. Lights brighten. THE AIR SPEED INDICATOR begins to
increase. THE ENGINE roars louder...
STORM CANTO RADIO)
Let’s hope he cooperates.
... THE JET is racing faster. . . faster...
XAVIER (ON RADIO)
Yes, for his sake. Good luck.
The transmission ends. The roar of the engine peaks and BOOM! THE JET BREAKS THE SOUND
BARRIER.

X2.177
 STORM
Jean?!
Jean jolts like she was just caught napping.
JEAN GREY
Sorry.
Jean slows the jet down. Storm looks at her, worried.
STORM
What’s wrong?
JEAN GREY
Nothing. I’m just feeling a little. . . off.
Storm is skeptical. She teases:
STORM
Maybe it’s just that Logan’s back in town.
EXT. FEDERAL BUILDING - DUSK
SENATOR KELLY approaches a non-descript federal building. He walks behind a SERIES OF LARGE
COLUMNS, and briefly disappears from sight.
But instead of the Senator emerging from the other side of the columns, it is YURIKO OYAMA.
INT. FEDERAL BUILDING - LOBBY - DUSK
Yuriko enters the building, passing by employees on their way out for the night. She walks past a
janitor vacuuming the floor, and presses her palm against a HAND SCANNER. The door unlocks.
INT. FEDERAL BUILDING - STRYKER’S OFFICE
As Yuriko shuts the door and walks past A GLASS WALL, we watch as she TRANSFORMS INTO
MYSTIQUE — just as beautiful and dangerous as we last saw her. Mystique sits in front of the
computer and turns it on.
ON THE MONITOR: > VOICEPRINT IDENTIFICATION PLEASE.
MYSTIQUE (in Stryker’s voice)
Stryker, William
ON THE MONITOR > ACCESS GRANTED.
She selects “RECENT ITEMS” from a menu and finds a FOLDER labeled “LENSHERR.” Inside it, she opens a
series of files: A mugshot and profile of Magneto, layouts of the plastic prison, and a series of employee
photos — finally settling on MITCHELL LAURIO. Mystique smiles and hits a key. A PRINTER next to her
hums to life.
As the files print, Mystique’s eyes wander to another folder labeled “143.” Curious, she opens it.
Her smile fades.
ON THE MONITOR: Surveillance photos of Xavier’s mansion, files about Nightcrawler, diagrams of
Cerebro, and finally a map showing the layout of a massive base. Mystique scrolls down and finds
the location is labeled CLASSIFIED.
She hits “PRINT” again.
INT. FEDERAL BUILDING - LOBBY - SAME TIME
THE REAL YURIKO presses her palm against the hand scanner.
INT. FEDERAL BUILDING - STRYKER’S OFFICE
ANGLE ON: THE PRINTER, the last page finally comes out just as THE OFFICE DOOR CLICKS. Mystique
looks up, startled.

Yuriko enters, and walks to the desk. Nothing appears out of order. Mystique is gone.
She unlocks a drawer with a set of keys then pulls out some files, an ID BADGE, sunglasses, A PLASTIC
GUN and puts everything into a briefcase. She suddenly hears A NOISE behind her and whips around to see:
A. JANITOR, holding a trash can full of paper. She glares at him.
YURIKO
What are you doing in here?

Washes
 JANITOR
Estoy eliminando la basura.
Yuriko looks at him, still puzzled.

JANITOR (CONT’D)
Garbage.
The janitor apologetically backs out of the room.
INT. FEDERAL BUILDING - LOBBY - MOMENTS LATER
Mystique/the janitor walks down the hall carrying a wastebasket full of freshly printed files. As he
leaves, he passes THE IDENTICAL JANITOR, who stares, dumfounded.
EXT. ABANDONED CHURCH - NIGHT
A GOTHIC CHURCH looms above. Scaffolding and graffiti covers the spiraling towers.
TITLE CARD: BOSTON
INT. ABANDONED CHURCH - MOMENTS LATER
CLOSE ON: A series of stained-glass windows. Suddenly, the wooden doors swing open from a GUST OF
WIND. Pigeons fly from the rafters as Jean and Storm cautiously enter the church.
JHAN GREY
These are the coordinates.
They continue inside and spot some graffiti on a nearby wall which reads: “CLEAN THE GENE POOL,
KILL MUTANT SCUM.” Storm stares at it, anger brewing. She clenches her fist — THUNDER rumbles
above.
STORM
They'll never let us live our lives.
As Storm and Jean walk down the aisle, A STATUE IN THE SHADOWS seems to turn — WATCHING
THEM. A DEMONIC VOICE echoes from BEHIND THE ALTAR:
VOICE (0.S.) Cwhispering)
Gehen sie raus...
CLOSE ON: A LIT CANDLE sitting at the base of the altar. An open Bible next to it. The small flame
FLICKERS. . . as if blown by a gentle breeze. THE VOICE speaks from the balcony.
VOICE (O.S.) (CONT’D)
Ich bin ein bote des Teufels!
Storm and Jean turn, trying to follow the voice.
STORM
We’re not here to hurt you. We just want to talk.
The voice now speaks from the RAFTERS ABOVE. .. A DARK FIGURE climbing in the beams.
VOICE
Ich bin die ausgeburt des bdsen!
Jean smiles.
JEAN GREY
He’s a teleporter. Must be why the Professor had trouble locking onto
him.
She roils her eyes. Definitely not impressed.
VOICE
Ich bin ein d&emon!
JHAN GREY
Are you bored yet?
STORM
Oh yeah.
Storm concentrates. LIGHTNING twists and coils up the columns and strikes the RAFTER, sending the
figure falling.

Wiese asted
BAMF! The figure disappears in a cloud of smoke. Jean holds up a hand and BAMF! He reappears,
FROZEN IN MID-AIR, held by Jean’s power. NIGHTCRAWLER futilely kicks and squirms.
STORM (CCONT’D)
You have him?
Nightcrawler tries to teleport, but only manages to create weak puffs of smoke.
JEAN GREY
He’s not going anywhere.
(to Nightcrawler)
Are you?
NIGHTCRAWLER
Please don’t kill me! I never intended to harm anyone!
STORM
I wonder how people got that impression. What’s your name?
Nightcrawler eyes them nervously.
NIGHTCRAWLER
Kurt. . . Kurt Wagner.
INT. CHURCH TOWER - LATER
Nightcrawler has turned a small room inside the Church’s tower into a home. Old BIBLES, HYMNALS,
and other religious objects are scattered next to blankets and food.
PAN ACROSS: A series of OLD CIRCUS POSTERS with images of Kurt advertised as “THE INCREDIBLE
NIGHTCRAWLER.”
Nightcrawler nervously clutches a ROSARY, while Jean tends to THE BULLET WOUND near his shoulder.
He winces a little as she wraps a bandage around it. Storm curiously stares at a series of tattooed
symbols covering his dark blue face and body.
NIGHTCRAWLER
There was so much screaming. .. such fear. .. and then there was only
pain. I could see it all happening. . . but I couldn’t stop myself. It was
like a bad dream.
@oints to a crucifix)
Perhaps He is testing me.
STORM
And before you were in the White House, what do you remember?
NIGHTCRAWLER
Nothing. I was here.

Storm glances to Jean, hoping she can read his mind.

STORM
Jean?

JEAN GREY (Mervously)

I’d rather get him back to the Professor.
NIGHTCRAWLER
Professor?

STORM (points to the scars)

What about these? Did you do them to yourself?
NIGHTCRAWLER (quietly)
Yes.

Jean notices A CIRCULAR SCAR on the back of his neck.

JEAN GREY
And what about this?

Storm looks at the scar. . . it’s just like Magneto’s.

[email protected]
 INT. LOGAN’S NIGHTMARE - A MONTAGE OF IMAGES
Horrifying, bleak, tortuous — we’re bombarded with snapshots of a MEDICAL PROCEDURE. . . AN
EXPERIMENT. LOGAN LED INTO A DARK LAB BY SOLDIERS — MARKS DRAWN ON HIS SKIN.
DISTANT VOICES FILL HIS HEAD...
DOCTOR #1 CV.0.)
His healing ability is remarkable. . .
LOGAN IS LOWERED INTO A SURGICAL TANK FILLED WITH WATER — SCALPELS — A CONTAINER
FILLED WITH BUBBLING METAL — A FEMALE DOCTOR HOLDING A LARGE SYRINGE.
DOCTOR #8 CV.O.)
... ready the Adamantium... gently. . . into the bone marrow first. . .
DOCTOR #1 CV.O.)
.. . the metal will bond with his entire skeleton. . . he’ll be inde-
structible. .

A lab assistant inspects a SET OF METAL CLAWS.

DOCTOR #1 CV.0.) (CCONT’D)
... @ perfect killing machine.
LOGAN AWAKENS INSIDE THE TANK — HE RISES OUT OF THE WATER — A VIOLENT STRUGGLE —
Doctors running for their lives...
DOCTOR #8 CV.O.)
And his memories?
DOCTOR #1 CV.0.)
He won’t remember a thing.
LOGAN SCREAMS.
INT. XAVIER’S MANSION - LOGAN’S ROOM - NIGHT
Logan’s eyes slam open as he bolts out of bed — sweaty, agitated — getting his bearings.
INT. XAVIER’S MANSION - HALLWAY - MOMENTS LATER
Logan wanders the mansion. Hearing the sound of a TV, he walks into...
INT. XAVIER’S MANSION - TV ROOM - CONTINUOUS
... where JONES sits on the couch watching TV.
Logan stands behind the couch. Slowly, his eye is drawn towards the boy.
Whenever Jones blinks his eyes, the channel changes. And Jones is blinking his eyes a lot. Logan laughs
. Quietly to himself.
JONES
Can’t sleep?
LOGAN
How can you tell?
JONES
’Cause you’re awake.
LOGAN
Right. How about you?
JONES
I don’t sleep.
LOGAN
Right.
(beat)
You guys got any beer?
JONES
Try the kitchen.
Logan looks at Jones curiously — he smiles. Jones continues blinking — the TV still changing channels.

X2.181
INT. XAVIER’S MANSION - KITCHEN - MOMENTS LATER
Logan enters the kitchen to find BOBBY DRAKE sitting at a small table, eating a bowl of ICE CREAM.
He heads straight for the fridge and opens it — no beer.
BOBBY (mervously)
tie
LOGAN
Hey. Got any beer?
BOBBY
This is a school.
LOGAN
So, that’s a “no”?
Logan opens a cupboard and finds A SIX-PACK of SODA BOTTLES. He pulls one out, walks over, and sits
across from Bobby — the two men in Rogue’s life in a quiet room together.
LOGAN (CCONT’D)
They’re warm.
Bobby reaches over and grabs Logan’s bottle. We hear ICE CRACKLE. Logan looks down at the
frost-covered soda.
BOBBY
Not anymore.
LOGAN
Handy.
Bobby smiles and takes the second bottle.
INT. PLASTIC PRISON - SECURITY CHECKPOINT - NIGHT
Xavier, now in a PLASTIC WHEELCHAIR, enters the security area with Cyclops who is wearing his visor
and a long coat over his uniform. LAURIO and TWO GUARDS stand in the room — they eye each other
suspiciously. Laurio steps between Xavier and Cyclops.
LAURIO
Tll take it from here.

Beat. Cyclops and Laurio stare each other down.

XAVIER
It’s alright, Scott.
Cyclops steps away, letting Laurio push Xavier toward the metal detection area.
LAURIO
Nice shades.

CYCLOPS
Thanks.

INT. PLASTIC PRISON - PLASTIC TUBE

Laurio wheels Xavier down the plastic tube and enters:
INT. PLASTIC PRISON - MAGNETO’S CELL - CONTINUOUS
Magneto is turned away from Xavier. Laurio leaves them.
MAGNETO
Charles Xavier. Have you come to rescue me?
XAVIER
Sorry, Eric, not today.
MAGNETO
To what do I owe the pleasure?
XAVIER
The assassination attempt on the President. What do you
know about it?
 MAGNETO
Nothing. Just what I read in the papers. You shouldn’t even have to ask.
Magneto turns towards him, revealing BRUISES.
XAVIER
What’s happened to you?
MAGNETO
I’ve had frequent visits from William Stryker. You remember him,
don’t you?
XAVIER
~~ William Stryker. . . I haven’t heard that name in years.
MAGNETO
His son Jason was once a student of yours, wasn’t he?
XAVIER
Yes. Unfortunately, I wasn’t able to help him. At least, not the way his
father wanted me to.
INT. XAVIER’S MANSION - TV ROOM - NIGHT
Jones sits on the couch, blinking, the television changing channels — the TV sound filling the room.
THROUGH THE WINDOW, HELICOPTERS silently drop below the horizon and LAND in the mansion
backyard.
EXT. XAVIER’S MANSION - MOMENTS LATER
SOLDIERS silently creep through the mansion grounds. One CUTS a series of electrical WIRES that run
down an exterior wall.
INT. PLASTIC PRISON - SECURITY CHECKPOINT - SAME TIME
Cyclops watches Magneto and Xavier from a small window. Laurio and the other guard exchange nerv-
ous glances.
INT. PLASTIC PRISON - MAGNETO’S CELL - SAME TIME
MAGNETO
And now you think that taking in the Wolverine will make up for your
failure with Stryker’s son...
Xavier doesn’t respond.
MAGNETO (CONT’D)
You haven’t told him about his past, have you?
XAVIER
I’ve put him on the path, but Logan’s mind is still fragile.
MAGNETO
Is it?
(beat)
Or are you afraid you’ll lose one of your precious X-Men?
Magneto sighs deeply. He looks away from Xavier.
PUSH IN ON: XAVIER, concentrating — reading Magneto’s mind. His demeanor suddenly changes — he’s
shocked.
XAVIER
Eric, what have you done?
MAGNETO
I’m sorry, Charles. I. . . couldn’t help it.
XAVIER
What have you told Stryker?
Beat.
MAGNETO
Everything.

X2.183
 a
Xavier sits back, HORRIFIED. Magneto looks away. The information runs through Xavier’s mind.

A slight HISS catches Xavier’s attention. He looks up at the small holes along the cell’s wall. GAS is
streaming in.
XAVIER
SCOTT!!
Magneto hears the gas, too. He knows what is coming.
MAGNETO
The war has begun.
INT. PLASTIC PRISON - SECURITY CHECKPOINT
From the window, Cyclops sees Xavier scream.
CYCLOPS
What the hell is going on?!
THWAP! A SMALL DART slams into Cyclops’ back. Cyclops jolts, but the dart hasn’t penetrated the uni-
form beneath. He spins around, to see:
YURIKO OYAMA holding a DART PISTOL.
CYCLOPS FIRES AN OPTIC BLAST — it hits Yuriko, destroying the dart pistol and slamming her into a
wall. She hits her head, and blood trickles from a LARGE WOUND.
Laurio and the other two guards rush Cyclops. He manages to blast one, but Laurio pulls Cyclops’ hand
away from the visor. They struggle.
ANGLE ON: Yuriko’s head, the wound quickly healing. . . just like Logan’s might.
Cyclops snatches the nightstick from the other guard and swings it into Laurio’s stomach. He drops,
gasping for air. WHAM! Cyclops smashes the club into the other guard’s face.
Cyclops looks up just as YURIKO leaps across the room with catlike agility, slamming him into the door
— each foot crushing his hands. In one fluid motion, SHE LAUNCHES BACKWARDS AND TWISTS, kicking
Cyclops across the face and knocking him to the ground.
Yuriko stands over the unconscious Cyclops — and cracks her knuckles.
INT. PLASTIC PRISON - MAGNETO’S CELL
Xavier panics. The air suddenly gets thicker, and they both begin to cough. They fall to the floor, chok-
ing, as the room fills up with gas. Magneto stares at Xavier — his eyes full of remorse.
MAGNETO (weakly)
You should have killed me when you had the chance.
Finally, after struggling for air, Magneto and Xavier pass out.
INT. XAVIER’S MANSION - TV ROOM - NIGHT
Jones sits on the couch, laughing to himself. He blinks, and the TV changes channels again.
BEHIND HIM. .. BLURRY. . . IN THE BACKGROUND: A SHAPE slowly creeps towards him.
Jones sees the reflection of the eyes on the TV screen. He nervously turns around to see:
A MAN. Staring at him. Dressed in black battlegear. His face is completely covered, with TWO
GOGGLES over his eyes. At first glance, he could easily pass for one of the X-Men in uniform.
His name is LYMAN. Eerily, he waves to Jones.
Jones gets off the couch. . . and walks towards him.

JONES
Hi:
Lyman quickly draws A PISTOL and aims it directly at the young mutant’s head and...
BANG! Jones falls to the floor. A DART is stuck in his neck. His eyes flutter. . . the TV changes channels
behind him.
Lyman silently MOTIONS to other soldiers, who begin to flood into the mansion.

164.X2
INT. XAVIER’S MANSION - UPSTAIRS HALLWAY
A DOZEN SOLDIERS rush up both staircases and into the upstairs hallway. They quickly disperse, two
soldiers entering each room.
INT. XAVIER’S MANSION - KITCHEN
The soda bottles are almost empty. Bobby’s ice cream has melted.
BOBBY
Actually, my parents think this is a prep school.

LOGAN
os Hey, lots of prep schools have their own campus, dorms, and...

BOBBY
Jets?
Logan leans back on his chair, sizing Bobby up. He smirks.
LOGAN
So. . . you and Rogue, huh?
BOBBY
What? Oh, yeah. . . It’s not what you think. I mean, Id like
it to be...
Logan shoots him a stern look. Bobby almost jumps out of his pants, stumbling to clarify. . .
BOBBY (CONT’D)
It’s just that it’s not easy — when you want to be closer to someone,
but. . . you can’t be.
Beat. Logan knows what he means.
BOBBY (CONT’D)
You know, I’ve seen the way you look at Dr. Grey.
LOGAN
Excuse me?

BOBBY
Nothing.
Suddenly A FAINT NOISE echoes from the hall. Logan and Bobby both look up, alarmed. Logan
gestures for him to be quiet, and sneaks out a BACK DOOR. Bobby looks around, nervous.
INT. XAVIER’S MANSION - GIRLS’ BEDROOM
Siryn and Kitty Pryde sleep silently in a room, when the door cracks open. . . revealing two
soldiers — weapons raised.
Kitty’s eyes open just as the soldier FIRES a DART at her. She immediately PHASES through the bed,
dropping out of view.
INT. XAVIER’S MANSION - DOWNSTAIRS HALLWAY - CONTINUOUS
Kitty Pryde FALLS from the ceiling, landing JUST NEXT TO a couch at the end of the hall. Two
soldiers turn to look at her. She runs, PHASING through the wall.
INT. XAVIER’S MANSION - DOWNSTAIRS HALLWAY - SAME TIME
Bobby sits alone, not noticing A SOLDIER silently creeping in the doorway — aiming a DART PISTOL
right at him.
From behind, AN ARM wraps around the soldier’s neck — it’s LOGAN. He squeezes the soldier in a
choke hold.
LOGAN
You picked the wrong house, Bub.
INT. XAVIER’S MANSION - GIRLS’ BEDROOM - SAME TIME
Siryn’s eyes SNAP OPEN — and just as the soldier turns to fire at her, she takes a large breath. . .

AND SCREAMS.

Xé2.185
Not just an everyday scream, but AN EAR-PIERCING SONIC BLAST. A MIRROR SHATTERS. The soldiers
cover their ears in pain.
The entire mansion is rocked by her cry... .
INT. XAVIER’S MANSION - BOYS’ BEDROOM - SAME TIME
COLOSSUS and a boy bolt upright, clutching their ears.
INT. XAVIER’S MANSION - PYRO & BOBBY’S BEDROOM - SAME TIME
Pyro wakes up flailing and falls out of bed.
INT. XAVIER’S MANSION - ROGUE’S ROOM - SAME TIME
Rogue’s eyes snap open.
INT. XAVIER’S MANSION - KITCHEN - SAME TIME
Hearing Siryn, LOGAN jolts, staring at the ceiling. The soldier uses the moment to wrench free of Logan
and pull out a rifle.
Bobby dives behind a counter. Startled, the soldier aims and FIRES AT HIM just as Logan knocks the
gun away. Bullets shatter the window and ceiling where Bobby just stood.
INT. XAVIER’S MANSION - GIRLS’ BEDROOM
THWAP! A DART sticks in Siryn’s neck, fired from one of the soldiers on the ground.
They turn to see COLOSSUS in the doorway, CARRYING TWO UNCONSCIOUS SOLDIERS. He flings them to
the side and steps into the room, as ORGANIC-LOOKING ARMOR FORMS IN PLATES AROUND HIS CHEST
AND ARMS.
Terrified, the soldiers FIRE DOZENS OF ROUNDS, but the bullets just BOUNCE off him.
INT. XAVIER’S MANSION - UPSTAIRS HALLWAY
SMASH! THE WALL EXPLODES — the two soldiers hit the floor hard.
A group of kids come running around the corner — they stop and gawk as Colossus steps out of the
wall carrying Siryn. Suddenly, a helicopter appears in the window behind them.
COLOSSUS
This way!
They take off running.
INT. XAVIER’S MANSION - KITCHEN
The soldier pulls out a LARGE KNIFE and lunges at Logan. He grabs the soldier’s wrist, trying to push
the knife away, but it inches closer to Logan’s face, finally cutting A GASH in his cheek.
SNIKT! Logan pops his claws. The soldier stares in fear as Logan starts to get the upper hand, his claws
getting closer and closer. .. he gawks as Logan’s wound starts to HEAL...
BEHIND THE COUNTER
Bobby keeps low, listening to the battle. Suddenly, the noises stop. Beat. He slowly peers over the
counter and sees:

THE SOLDIER PINNED AGAINST THE REFRIGERATOR — both sets of Logan’s claws are buried in his
chest. SNIKT! The claws retract. The soldier slumps to the floor, leaving SIX GASHES in the door.
INT. XAVIER’S MANSION - DOWNSTAIRS HALLWAY - MOMENTS LATER
Logan and Bobby run into the hall. At the far end, they spot two soldiers preparing to carry off Jones
— afew more troops are between them.
LOGAN
STAY HERE!
He puts Bobby into an alcove across from the ELEVATOR. Logan silently races down the hallway and
stabs a soldier in the shoulder. He spins and slices two more. Logan races towards the end of the hall,
RAGING.
INT. XAVIER’S MANSION - DOWNSTAIRS HALLWAY - MOMENTS LATER
PUSH IN ON: Bobby, as he watches Logan — and hears the SCREAMS of kids upstairs. He darts across
the hall and into the ELEVATOR.

166.X2
INT. XAVIER’S MANSION - OUTSIDE TV ROOM - SAME TIME
Two soldiers are in the midst of lifting up Jones. The first soldier drops Jones’ legs and FIRES a dart at
Logan. THWAP! It sticks in his shoulder — but it doesn’t slow him down — it just pisses him off.
The second soldier lifts his gun, ready to fire — Logan slices it from his hands — he turns and slices
off the first soldier’s mask, stabs him, and throws him to the ground.
The soldier hits the floor, clutching his bleeding face. Logan sneers at the motionless troops sprawled on
the ground. The TV is still changing channels. Dazed, Logan PULLS a DART from his arm and shakes off
the effect.
Logan retracts his claws, then bends down and gently picks up Jones. He sees the dart, and yanks it
from Jones’ neck. The boy mumbles. . . alive but unconscious. Logan looks relieved.
He looks back to see that BOBBY IS GONE. Suddenly more SCREAMING echoes above. Still carrying
Jones, he runs upstairs.
INT. XAVIER’S MANSION - UPSTAIRS HALLWAY
A HELICOPTER rumbles outside, shining a spotlight into the windows. SCREAMING CHILDREN run from
their rooms.
BOBBY exits the elevator and steps out into the chaos of kids running through the hallway. Bobby
grabs a panicked, coughing PYRO.
BOBBY
John, where’s Rogue?!
PYRO
I don’t know.
BOBBY
I’m going to find her.
Bobby takes off — Pyro looks around and decides to follow him — They both run down the hall
AGAINST a wave of terrified kids.
EXT. XAVIER’S MANSION - NIGHT - SAME TIME
WIDE ON THE MANSION — AS SIX HELICOPTERS approach. A few land, while others hover above,
shining spotlights into the windows.
INT. XAVIER’S MANSION - UPSTAIRS HALLWAY - CONTINUOUS
Colossus runs down the hallway carrying an unconscious Siryn. A dozen kids following him. They stop
at a wall and press on it, as if they’re looking for something.
COLOSSUS
Get back!

He hands Siryn to another boy and pounds a fist against the wall. A PANEL opens, revealing a SECRET
PASSAGE. The kids make their way inside.
Logan emerges from the other end of the corridor, and hands off Jones to Colossus.
LOGAN
Take him.
Logan heads down the hallway, sensing approaching soldiers.
COLOSSUS
I can help you!
LOGAN
Help them.

Logan stops at the end of the corridor — two SOLDIERS are approaching around the corner, the flash-
lights on their guns lighting their way. Logan waits against the wall. Beat.

SNIKT! He spins around the corner, RAGING. GUNFIRE and SCREAMS fill the air. The flashlights flicker
and shake. Beat. Silence.
A single flashlight rolls across the carpet.

X2.187
/
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Kode4 J
an

INT, XAVIER’S MANSION - ROOM (THE OTHER SIDE OF THE WALL)

Kitty darts across a hall, barely avoiding two soldiers, and PHASES through a wall.
Kitty’s POV passes through the various materials and layers inside the mansion walls. We emerge from
the wall, entering ANOTHER ROOM. She keeps running and PHASES THROUGH A BILLIARD TABLE...
then through A FIREPLACE...
INT. XAVIER’S MANSION - HALLWAY - CONTINUOUS
... crossing the hallway, and...
INT. XAVIER’S MANSION - ROOM - CONTINUOUS
. . into ANOTHER ROOM, PHASING RIGHT THROUGH A SOLDIER.
He jolts, disoriented, as she phases through him — heading towards the far wall. THE SOLDIER SPINS
and aims. Kitty is almost out of the house, just a few more feet. . .
THE SOLDIER FIRES HIS TASER RIFLE — A BOLT OF ELECTRICITY harmlessly hits the wall, just after
Kitty phases through, escaping outside.
INT. XAVIER’S MANSION - UPSTAIRS HALLWAY
ROGUE runs down the hallway, followed by two younger girls. They reach the end of the corridor and
Rogue presses her hand against a section of the wall near a LARGE BAY WINDOW. A SMALL DOOR
SLIDES OPEN. She puts the girls inside the passage.
GIRL
Aren’t you coming?
ROGUE
I have to find someone first. You know what to do. Just like Storm
taught us, okay?
The younger girl pauses, frightened. Rogue gently wipes a wisp of hair from her face. She smiles.
GIRL
Okay.
The girl ducks inside — Rogue shuts the door. She turns and runs back down to the end of the hallway.
Through the noise of helicopters and screams, she hears a distant voice:
BOBBY 0.8.)
ROGUE!
She sees Bobby and Pyro rounding a corner at the far end of the hall. They run to meet her.
ROGUE
This way!
Just as she turns to lead them toward the secret passage, a HELICOPTER SPOTLIGHT fills the bay win-
dow at the end of the hall, briefly silhouetting TWO SOLDIERS swinging in front of it — attaching small
grenades to the edges.
BOBBY PULLS PYRO AND ROGUE back around the corner to safety, just before THE WINDOW
EXPLODES, sending glass and wood everywhere. The soldiers swing through the debris and land.
INT. XAVIER’S MANSION - ESCAPE TUNNEL
Colossus and twelve other kids run through a tunnel, looking back to see if they’re being followed.
Finally, they reach the end of the tunnel and enter...
EXT. FOREST - CONTINUOUS
The kids flee into the forest.
INT. XAVIER’S MANSION - FOYER
Bobby, Rogue, and Pyro reach the bottom of the stairs and something catches Rogue’s eye: the bodies of
two soldiers laying on the floor. She GASPS just as FOUR MORE SOLDIERS burst through the front door,
guns raised. They’re trapped. The guns are aimed right at them.
Suddenly, A PRIMAL SCREAM echoes from above. They look up just as LOGAN leaps off the balcony,
claws bared and arms spread wide. SLASH! He stabs his claws through the shoulders of two troops,
pinning them to the floor. Before the other two can even fire, Logan jams his claws into their legs, and
flips them onto their backs.

166.X2
 LOGAN
Let’s go.
A HELICOPTER spotlight shines through the front door. They hear the sound of more troops approaching.
They turn and run back inside.
INT. XAVIER’S MANSION - DOWNSTAIRS HALLWAY
Logan, Rogue, Bobby, and Pyro round a corner. Pyro opens up a SECRET PASSAGE and they head inside.
Logan suddenly stops, listening to the approaching soldiers.
LOGAN
» Keep going.
ROGUE
Logan...
He stares at her, the animalistic gleam still in his eye. No arguing. The passage door shuts.
INT. XAVIER’S MANSION - DOWNSTAIRS HALLWAY - CONTINUOUS
Logan turns around and SNIKT! extends his claws.
Suddenly, through the smoke — A DOZEN GREEN LASERS FOCUS ON LOGAN’S HEAD AND BODY. A
DOZEN SOLDIERS surround Logan in a semi-circle. Logan’s RAGING:
LOGAN
YOU WANNA SHOOT ME?! SHOOT ME!
Logan pushes forward, about to cut into them, when...
VOICE (O.8.)
DON’T SHOOT HIM.
A MAN steps into the hall, emerging through the smoke. The soldiers part to let him pass. Hearing
the voice, Logan instinctively freezes.
VOICE (CONT’D)
. > « Wot yet.
Logan tries to peer through the darkness at the approaching figure.
VOICE (CONT’D)
Wolverine. How long has it been?
(beat)
Fifteen years? And you haven’t changed a bit. Me, on the
other hand...
_WILLIAM STRYKER steps into the light.
STRYKER
... Nature.

Logan searches Stryker’s aged face, triggering a vague memory. Involuntarily, Logan’s CLAWS
SLOWLY RETRACT...
INT. XAVIER’S MANSION ~ SECRET PASSAGE - SAME TIME
Rogue stops as they start to head down the passage.
ROGUE
Wait. You’ve got to do something.
They’re going to kill him.
Pyro is backing away.
PYRO
He can handle himself. Let’s go.
ROGUE
Bobby, please!
Bobby glances at both of them, torn, afraid.
INT. XAVIER’S MANSION - HALLWAY
Stryker moves closer to Logan.

Xé.189
 STRYKER
I must admit, this is the last place I thought I’d ever see you, Wolverine.
I didn’t realize Xavier was taking in animals.
(beat)
Even animals as. . . unique as you.
Logan looks at him hard.
LOGAN
Who are you?
STRYKER
Don’t you remember?
ANGLE ON: Logan, eyes wide — searching for recognition. . .
Suddenly, the space between Logan and Stryker starts to FADE, as if a thin wall of white FOG is form-
ing in the room.
Logan slowly fades from view, obscured by mist.
Stryker steps forward, reaches up, and puts a finger to THE WALL OF THICK ICE THAT NOW SEPARATES
HIM FROM LOGAN.
BEHIND THE ICE
Rogue and Bobby emerge from the passage — Bobby has his frost-covered hand on the wall. Logan jolts.
ROGUE
Logan, come on.
LOGAN
Go. I'll be fine.
ROGUE
But we won’t.
(beat)
Please.
ON THE OTHER SIDE OF THE ICE WALL
Stryker sneers, steps back from the ice wall. He quickly grabs A GRENADE from Lyman’s belt, and
JAMS IT INTO THE ICE. The soldiers step back and avert their eyes. THE WALL EXPLODES. The ice
collapses. The mist clears. But WOLVERINE IS GONE. Stryker grins, amused.
INT. XAVIER’S MANSION - ESCAPE TUNNEL
Logan, Pyro, Bobby, and Rogue run down the dimly lit tunnel. They reach an intersection, Pyro starts
leading them toward the tunnel on their left.
BOBBY
No, this way.
Bobby leads them into the tunnel on their right.
INT. XAVIER’S MANSION - GARAGE
They come up from the tunnel into a large garage. The lights turn on, and they gawk at a dozen exotic
and expensive cars. They pile into a SMALL SPORTS CAR close to the garage door. Pyro tries to get into
the driver’s seat.
PYRO
I’m driving.
Logan pulls him away.
LOGAN
Maybe next time.
INT. SPORTS CAR - CONTINUOUS
Logan is at the wheel. Rogue rides shotgun, while Bobby and Pyro are in the back.

BOBBY
This is Cyclops’ car.
LOGAN
Oh, yeah?

198.X2
SNIKT! ONE CLAW shoots out, piercing the ignition. With a quick twist, the car starts. Logan hits the gas.
EXT. XAVIER’S MANSION - GARAGE - CONTINUOUS
The GARAGE DOOR opens, and the car speeds away.
INT. SPORTS CAR - NIGHT
Logan drives fast, agitated and pre-occupied. The others try to regain their breath.
PYRO
What the hell was that back there?
PUSH IN ON: Logan, as his eyes flicker — his mind trying to piece together what he just saw. .
phe
LOGAN
Stryker. . His name is Stryker.
ROGUE
Who is he?
LOGAN
I. . . don’t remember.
He stares straight ahead, then turns to Rogue, watching her play with something on her wrist. IT’S
HIS DOG TAG.
She notices and looks up at him. He turns back to the road. Rogue pulls the dog tag off and hands it
to Logan.
Logan pauses for a second, then reaches out and grabs the tag — rubs his fingers over the imprinted metal.
Beat. Pyro reaches up starts fiddling with the radio.
ROGUE (annoyed)
What are you doing?
PYRO
I don’t like uncomfortable silence.
Pyro hits a button and BAD TECHNO MUSIC blasts through the speakers. The group cringes. Logan grips
the wheel, annoyed.
The music only gets louder as Rogue and Pyro fiddle with the controls. Pyro finally presses the EJECT
button and a tray slides open, revealing a small OVAL-SHAPED DISC. He grabs it, but the music contin-
ues to blare. Rogue reaches over and hits a button, stopping the music.
Pyro looks at the disc closely, then presses a button. It CLICKS open, revealing a sleek COMMUNICATION
DEVICE, a hi-tech CELL PHONE.
PYRO (CONT’D)
I don’t think this is the CD player.
Logan grabs the disc from Pyro, looks at it curiously, and pockets it.
PYRO (CONT’D)
So where are we going?
LOGAN
Storm and Jean are in Boston. We’ll head that way.
BOBBY
My parents live in Boston.
LOGAN
Good.

EXT. ROADWAY - NIGHT

The car drives off into the distance.
INT. XAVIER’S MANSION —- UNDERGROUND HALLWAY - NIGHT
THE ELEVATOR DOOR OPENS, revealing Stryker and Lyman. They walk down the corridor.
LYMAN
Sir, most of the mutants escaped through tunnels that weren’t in the
schematics, but we have several in custody.

Xé.191
 STRYKER
How many?
LYMAN
Six esir
STRYKER
Pack them up.
They stop and turn their attention to the door to CEREBRO. . . the real prize.

TWO SOLDIERS are setting up a small device on a tripod in front of the BLUE CRYSTAL LOCK, at the
exact height Xavier’s eye would be. They turn the device on and it hums to life.
THE BLUE LASER emits from the lock and hits A SMALL CRYSTAL on the front of the device.
ANGLE ON: Stryker, curiously watching from a distance.
CLOSE ON THE DEVICE: As the blue laser is split into a set of smaller beams. The crystal rotates back
and forth, changing the shape of the laser, trying to find the proper configuration.
Finally, THE DEVICE BEEPS. The blue laser shuts off and the heavy metal door to Cerebro slides open.
CEREBRO VOICE
Welcome, Professor.
Stryker grins.
INT. XAVIER’S MANSION - CEREBRO
Stryker walks down the platform to the center of the room. He looks around, impressed, and turns
to leave.
STRYKER
Gentlemen, take what we need.
INT. RURAL BAR - NIGHT
LAURIO sits at a table, an empty mug in front of him. He’s still in uniform, tie undone and shirt hang-
ing open. He listens to THE TELEVISION behind him, where a debate wages:
DR. SHAW (ON TELEVISION)
... the Registration Act provides a sense of security similar to Megan’s
Law. A list of potentially dangerous mutants living in our communities.
DR. HANK MCCOY (CON TELEVISION)
Megan’s Law is a database of known felons, Mr. Shaw, not innocent
people who might commit a crime. What people seem to forget is that
mutation is evolution, so if it weren’t for mutants, we’d all be sitting
in trees picking bugs from each other’s hair. . .
LAURIO (sneering)
Turn that shit off, Lou.
LOU the bartender, wipes a glass and turns off the TV.
GRACE (0.S8.)
Got a lot on your mind...
Laurio turns to find the most beautiful woman to ever come within ten feet of him, standing
at the bar.
GRACE (CONT’D) Cooks at his name tag)
7 Mir Laurie?
Laurio smiles blearily, eyes wide with disbelief.

GRACE (CONT’D)
I’m Grace.

LAURIO
Wins | lay 4.

GRACE
Want another beer?
She sits across from him and slides a fresh mug over.
GRACE (CONT’D)
Of course you do.
PUSH IN ON: The bottom of the beer mug, where TWO SMALL WHITE PILLS are almost completely
dissolved.
INT. RURAL BAR - BATHROOM - LATER
The door swings open and Laurio and Grace stumble in. He sloppily tries to drink and kiss her at the
same time.
LAURIO
I never hooked up with anyone like you before.
GRACE
I know.

She pushes him into a stall. Laurio sneers, looking at its filthy, stained walls.
LAURIO
Kind of dirty isn’t it?
GRACE
That’s the idea.
She plops him down on the toilet and fumbles with his pants.
GRACE (CONT’D)
Velcro. Nice.
Laurio leans back and raises his mug.
LAURIO
Bottoms up.
GRACE
I certainly hope so.
Grace looks at him, smiling. . . and just as Laurio is about to inhale the last gulp of beer, he DROPS the
mug — it SMASHES. Laurio’s head rolls. . . his eyes flutter. . . and he passes out.
Grace looks down at the sleeping Laurio, both figuratively and literally, then grabs Laurio’s belt and
flips him over on the toilet so his ass is in the air.
She opens her purse, revealing: A SYRINGE FILLED WITH METALLIC LIQUID. She takes it out, inspects
it, and squirts a little. IN A FLASH, Grace shifts and becomes MYSTIQUE.
MYSTIQUE
Bottoms up.
She plunges the syringe into Laurio’s ample behind.
INT. STRYKER BASE - XAVIER’S CELL —- NIGHT
Xavier sits in his wheelchair, wrists tied to the armrests. A HIGH-TECH BAND is wrapped around
Xavier’s head. The room is dark and cramped, only a single door in front of him.
Xavier closes his eyes and tries to focus, using his power to reach out, when —
THE HEADBAND BUZZES. Xavier jolts as sharp pain fills his skull. CHUCKLING off-screen. Xavier
opens his eyes to see:
STRYKER
I call it the Neural Inhibitor.
Stryker strolls into the cell, followed by Yuriko. He touches his head.
STRYKER (CONT’D)
It keeps you out of here.
XAVIER
William.
STRYKER
Please Xavier, don’t get up.

X2.193
 XAVIER
What have you done with Scott?
STRYKER
Don’t worry. I’m just giving him a little re-education.
(beat)
But you know all about that, don’t you?

It takes every bit of Xavier’s strength just to form a coherent thought.

XAVIER
You wanted me to cure your son, William. But mutation is not a
disease. It’s...
STRYKER (cutting him off)
You’re lying! You were more frightened of him than I was.
Yuriko cracks her knuckles. Her breathing becomes erratic. Yuriko’s expression slowly changes from a
blank slate, to one filled with emotion. Xavier eyes her. . . sensing something.
STRYKER (CONT’D)
You know, just one year after Jason returned from your school, my wife,
unhinged by constant contact with him, took a power drill to her left
temple in an attempt to bore out the images he was projecting into her
mind.
(beat)
My boy, the great illusionist.
Yuriko begins to shake her head slightly, as if awakening from a daze. She looks around the room, at
her hands. . . confused. Xavier notices.
XAVIER (re: Yuriko)
For someone who hates mutants, you certainly keep strange company.
Stryker looks at Yuriko, sees her slowly “waking up.” He’s surprised, even amused by Xavier’s
observation.
STRYKER
They serve their purpose. . . for now.
He removes a vial of yellow liquid from his pocket and APPROACHES YURIKO.
CLOSE ON: the back of Yuriko’s neck, as Stryker places two drops on a CIRCULAR SCAR. As the liquid
sinks in, Yuriko’s breathing steadies. She becomes calm again.
Stryker whispers into her ear. She nods, and leaves the room. A look of realization and horror fills
Xavier’s face.
XAVIER
You arranged the attack on the President.
STRYKER
And you didn’t even have to read my mind.
(beat)
You know, I’ve been working with mutants as long as you have, Xavier,
and the most frustrating thing I learned is that nobody really knows
how many even exist. . . or how to find them.
(beat)
Except you.
Stryker holds up the VIAL.
STRYKER (CONT’D)
Unfortunately this little potion won’t work on you, will it?
Stryker backs up, and puts the vial back in his pocket.
STRYKER (CONT’D)
No, you’re much too powerful for that. Instead, we’ll go right to the
source.
The door behind him opens, revealing:

194.X2
A grotesque shell of a man, shriveled and emaciated, sitting in a wheelchair. SYRINGES and TUBES run
from his head into clear containers on the back of his chair — continuously collecting the YELLOW
FLUID from his spinal column. Yuriko and a guard named SMITH wheel the man into the room.
We realize — Stryker’s “potion” isn’t a drug, but a chemical extracted from the unfortunate person in
front of us.

STRYKER CCONT’D)
Allow me to introduce Mutant 143.
Xavier looks at MUTANT 143’s face. One BRIGHT BLUE EYE and ONE BRIGHT GREEN EYE... anda
GIANT SCAR running across his forehead.
STRYKER (CONT’D)
The fluid extracted from his brain acts as a controlling agent. But that’s
just the beginning.
Xavier looks closer at 143, and recognizes him.
XAVIER
Jason... ?
(beat)
My God, William. . . this is your son. What have you done to him?
Stryker looks at Mutant 143, shaking his head.
STRYKER
No, Charles. My son is dead.
Stryker and the others turn to exit.
STRYKER CCONT’D)
Just like the rest of you.
The door slams shut. 143 lifts his head and focuses on Xavier, who suddenly gasps in pain.
INT. DRAKE HOUSE - MORNING
AT THE DOOR Logan, Rogue, Pyro, and Bobby stand on the porch, still in their nightclothes. Bobby grabs
a key from the top of the doorjamb and opens it. They walk into the foyer.
BOBBY
Mom? Dad? Ronny? Anybody home?
No answer.
BOBBY (CONT’D)
cto Rogue)
T’ll try to find you some clothes.
(to Pyro)
Don’t burn anything.
Pyro shakes his head.
INT. DRAKE HOUSE - BOBBY’S ROOM - LATER
Rogue ties her hair into a ponytail and thumbs through some of Bobby’s CDs. Snowboarding posters line
the walls. THE DOOR OPENS and Bobby walks in with some clothes. He averts his eyes — even he has-
n’t seen this much of her.
BOBBY Mervously)
Hey. I think they were my mom’s. . . from before I was born.
ROGUE
Groovy.
Bobby approaches apprehensively, and hands her the clothes. He steals glances as she slips out of her
nightgown and puts them on.
BOBBY
Oh. .. and these were my grandmother’s.
He holds up a pair of BEAUTIFUL LONG OPERA GLOVES. She stares at the gloves. . . and at Bobby. As

Kei go
Rogue reaches for them, Bobby tries to gently touch her finger. She flinches, pulling back. They stare
at each other.
BOBBY (CONT’D)
You know I would never hurt you.
Rogue just looks into his eyes. He inches closer to her.
ROGUE
I know.

BOBBY
And you won’t hurt me.
They look into each other. . . excited, frightened, and eager. Finally, they close their eyes — and kiss.
It’s warm and gentle. . . everything Rogue ever wanted. A small FLASH OF LIGHT appears on their
faces as a TRICKLE OF ENERGY passes from his lips to hers. They pull away, staring at each other.
Rogue exhales, and her breath is cold and frosty. She smiles.
ROGUE
Wow.
They kiss again. Longer. Deeper. Suddenly, Bobby’s veins bulge as Rogue absorbs more energy. He pulls
his face back, about to scream. The pain and fear is unbearable.
HE YANKS AWAY HARD. Rogue snaps out of it — sees Bobby in pain. She’s mortified.
ROGUE (CONT’D)
I’m sorry.
BOBBY Cooking away)
It’s. . . okay.
Rogue sits on the bed. . . staring at the gloves.
INT. DRAKE HOUSE - LIVING ROOM - MINUTES LATER
Pyro flicks his lighter, staring at a series of family photos on the wall, his eyes full of envy.
INT. DRAKE HOUSE - KITCHEN - SAME TIME
Logan is visibly agitated — playing with the COM DEVICE. He pushes a button and it slides open.
LOGAN
Hello? Hello?
Cunder his breath)
Jean, where are you?
There’s nothing but static. He puts the device back into his pocket and spots the fridge behind him. He
opens it and grabs a beer. As he shuts the door, A HOUSE CAT leaps onto the counter.
Startled, Logan jumps, and. . . SNIKT! The claws shoot out. But the cat doesn’t run away. . . it approaches
Logan, licking his claws. He smiles.
THE FRONT DOOR OPENS, revealing WILLIAM and MADELINE DRAKE, with teenage son RONNY. Logan
quickly retracts his claws.

WILLIAM
Who the hell are you?!
Logan freezes, still holding the beer. Bobby and Rogue come running down the stairs.
MADELINE
Honey, aren’t you supposed to be at school?
WILLIAM
Bobby, who is this guy?!
BOBBY
Mom, Dad. . . This is. . . Professor Logan.
They stare at him, still skeptical.

BOBBY (CONT’D) (nervously)

Uhh. . . there’s something I need to tell you.

PIG SAC
INT. PLASTIC PRISON - SECURITY CHECKPOINT - DAY
A GUARD stands by the door to the catwalk, while another sits at the scanning console. LAURIO enters
carrying a tray of food, smiling wide.
GUARD 1
What’s that on your face, Mitch?
LAURIO
Satisfaction.
The console guard grimaces at the thought of it, and scans Laurio’s body for metal. A faint BLIP
on the monitor flashes “DETECTION” but it disappears as quickly as it appeared. The scan ends,
and the monitor reads: “CLEAR.”
GUARD 1
You’re clear.

INT. PLASTIC PRISON - MOMENTS LATER

Magneto is still asleep. Suddenly, his eyes spring open. . . sensing something approaching. Something
familiar.
LAURIO
Have a nice sleep, Lensherr?
Laurio enters and puts the food on a table.
MAGNETO
There’s something different about you, Mr. Laurio.
Magneto sits up.
LAURIO
Yeah, I was actually having a good day.
Magneto stands, staring at Laurio like a hungry animal.
MAGNETO
No, no. . . It’s not that.
LAURIO
Sit down.
MAGNETO
No.
Laurio withdraws his billy club.
LAURIO
Sit your ass down or I’ll —
Magneto holds up a hand. Laurio FREEZES AND DROPS THE CLUB.
MAGNETO
What could it be?

Laurio is slowly lifted off his feet, hovering a few inches above the ground. Terrified.
LAURIO
What’s happening —
MAGNETO
Ahbh. There it is.

Magneto slashes his hand in a sharp gesture and A FINE MIST OF BLOOD BURSTS FROM LAURIO’S
ENTIRE BODY.
MAGNETO (CONT’D)
Too much iron in your blood.
The red cloud falls away, leaving THE ULTRA-FINE PARTICLES OF METAL hovering in the air.
Magneto SQUEEZES his hand into a fist, and the metal compresses into 3 MARBLE-SIZED BALLS. Drops
of blood ooze from each. They begin to move, orbiting over Magneto’s palm.

Non ot
 MAGNETO (CONT’D)
Mr. Laurio, never trust a beautiful woman. Especially one that is inter-
ested in you.
Laurio slumps to the ground. THE BALLS smash through the plastic wall. ALARMS RING.

Faster than the eye can see, the balls WHIZ THROUGH THE CELL, shattering the walls and security
cameras. The cage holding the world’s most dangerous mutant swiftly falls apart.
INT. PLASTIC PRISON - SECURITY CHECKPOINT - SAME TIME
The alarm blares. Lights flash. Guards panic.
GUARD 1 hits a button and the catwalk begins to retract from Magneto’s cell. As it retracts, the clear
plastic door slides down over the entrance.
INT. PLASTIC PRISON - MAGNETO’S CELL - SAME TIME
Magneto watches the catwalk pull away, revealing the chasm below. He smiles.
One of the balls glides to his feet and FLATTENS to become a large, thin, SILVER DISK. He steps on top
of it, hovering over the chasm. As the other two balls orbit around him, Magneto FLOATS ACROSS the
abyss, towards the plastic door on the other side. The guards behind it run for their lives.
Magneto’s eyes narrow. The two balls orbiting around him suddenly shoot forward and shatter the door.
INT. X-JET - COCKPIT - AFTERNOON
Storm and Jean are at the controls. Storm is trying to contact the Mansion, but there’s only STATIC on
the radio. She’s obviously frustrated.
STORM
No one’s responding.
JEAN GREY
Why don’t you take a break? I'll keep trying.
Storm gets up and heads toward the back of the jet, when a faint WHISPER catches her attention. As
she walks further into the cargo hold, she finds NIGHTCRAWLER, thumbing his rosary, deep in prayer.
His eyes are closed tight, hands folded. Storm sits next to him, staring at the tattoos on his face.
NIGHTCRAWLER
They’re angelic symbols... .
He turns to her and opens his striking yellow eyes.
NIGHTCRAWLER (CONT’D)
... passed on to mankind by the Archangel Gabriel.
STORM
They’re beautiful. How many do you have?
NIGHTCRAWLER
One for every sin. So, quite a few.
Nightcrawler looks around the jet, at Storm’s uniform.

NIGHTCRAWLER (CONT’D) (skeptical)

You and Miss Grey, you’re both. . . schoolteachers?
STORM
Yes, at a school for people like us. Where we can be. . . safe.

NIGHTCRAWLER
Safe from what?
STORM
Everyone else.
NIGHTCRAWLER
You know, outside of the circus, most people were afraid of me, but I
never hated them. I pitied them. Do you know why?
She shakes her head.

ooaAc
 NIGHTCRAWLER (CONT’D)
Because most people never know anything beyond what they can see
with their own two eyes.
STORM
I gave up on pity a long time ago.
He caresses her cheek. She doesn’t move away.
NIGHTCRAWLER
Someone as beautiful as you shouldn’t be so. . . angry.
STORM
Sometimes anger can help you survive.
NIGHTCRAWLER
So can faith.
Beat.

JHAN GREY (O.S.)

Storm.
Storm turns toward the cockpit.
JHAN GREY (CONT’D)
I found an active com device.
STORM
Where?
INT. DRAKE HOUSE - LIVING ROOM - LATE AFTERNOON
THE DRAKE FAMILY sits on a couch across from Rogue and Bobby. Pyro is leaning on a nearby table,
twirling his lighter. Logan is in the doorway drinking a beer, while Madeline sips a cup of tea. Ronny
stares at the floor, unable to look at his brother. It’s silent. A clock TICKS. Finally. . .
MADELINE (ervously, to Bobby)
So. . when did you first know. .. that you were a...um...
Madeline can’t bring herself to use the word.
PYRO (flicking his lighter)
A mutant?
MADELINE cre: Pyro’s lighter)
Could you please stop that?
WILLIAM
You have to understand, we thought Bobby was going to a school for the
gifted.
ROGUE
Bobby is gifted.
WILLIAM
We know that. We just didn’t realize that he was...
MADELINE
We still love you, Bobby. It’s just that. . . the mutant problem is very...
LOGAN (offended)
What mutant problem?
MADELINE
.. . complicated.
WILLIAM (flip)
Excuse me, what exactly are you a professor of, Mr. Logan?
LOGAN
Art.
(beat)
And it’s just Logan.

pagI Ne
The air thick with tension, Rogue tries to lighten the mood.
ROGUE
You should see what Bobby can do.

The Drakes look at Bobby. He reaches across the table, and they FLINCH, pulling back. Bobby smiles. He
gently touches his mother’s tea cup — and it’s covered in a thin layer of frost. Bobby turns the cup
Over. .
MADELINE
BOBBY!
_.. and the FROZEN TEA plops onto the saucer. The cat leaps onto the table and gently licks it.
William is amused, almost proud. Madeline is not amused. Neither is Ronny.
BOBBY
I can do a lot more than that.

Ronny gets up and storms upstairs.

MADELINE
Ronny!
He doesn’t stop.
MADELINE (CCONT’D)
Oh God, this is all my fault.
PYRO
Actually, they’ve discovered that males are the ones who carry mutant
genes and pass them onto the next generation, so actually. . .
@oints to William)
.. it’s HIS fault.
William looks mortified.

INT. DRAKE HOUSE — RONNY’S ROOM

Ronny storms into his room. He’s on the phone.
911 OPERATOR
911, what is your emergency?
RONNY
I need the police.
911 OPERATOR
Alright, tell me what’s happening.
RONNY
There are people in our house. . . and they won’t let us leave.
911 OPERATOR
Are they armed?
RONNY
They’re mutants.
ON RONNY’S TELEVISION: A REPORTER stands in front of the White House.
REPORTER
... the manhunt for the President’s would-be assassin continued as
authorities raided underground mutant shelters across the country. One
such raid occurred at the stronghold of a mutant paramilitary group
based in Westchester, New York, which was allegedly disguised as a pri-
vate boarding school. It’s unknown if this group has any connection to
the assassin, but several suspects were taken into custody, while up to a
dozen or more may still be at large. . .
INT. DRAKE HOUSE - LIVING ROOM
MADELINE (to the others)
And you. .. you're all “gifted”?
They nod. Madeline tries to put on a happy face.
SOMETHING BEEPS. The others stare as Logan pulls the COMMUNICATION DEVICE out of his pocket.
LOGAN
That’s for me.
Logan exits through SLIDING GLASS DOORS into the backyard.
MADELINE
Bobby, have you tried. . . not being a mutant?
Bobby sighs.
EXT. DRAKE HOUSE - BACKYARD - LATE AFTERNOON
Logan turns the COM DEVICE on.
LOGAN
Professor?

JHAN GREY (ON COM DEVICE)

Logan, thank God. . .
Logan’s face lights up.
INT. X-JET —- COCKPIT - SAME TIME
JEAN GREY
... we couldn’t reach anyone at the Mansion.
LOGAN (ON RADIO)
No one’s left, Jean. Soldiers came.
Jean looks at Storm, horrified.
STORM (distraught and upset)
And the children?
LOGAN (ON RADIO)
Some of them escaped, but I’m not sure about the rest.
PUSH IN ON: Storm — she’s furious.
JEAN GREY Cooking at Storm)
We haven’t been able to reach the Professor or Scott either.
EXT. DRAKE HOUSE - BACKYARD - SAME TIME
STORM (CON COM DEVICE)
Where are you?
LOGAN
Boston, with Bobby Drake’s family.
STORM (ON COM DEVICE)
Alright, we’re on our way.
LOGAN
And Storm?
Logan looks towards the house — at the family drama inside.
LOGAN CCONT’D)
Make it fast.

He shuts the device off, and steps towards the sliding glass doors. Logan slides them open. . . and
STOPS. Sniffing.
He slides the doors closed again, and sees it: the REFLECTION of POLICE OFFICERS CREEPING
THROUGH THE YARD. Logan BOLTS inside.
INT. DRAKE HOUSE - LIVING ROOM
Logan locks the door behind him. The family looks up, startled.
LOGAN
We have to go, now.
 ROGUE
Why?
LOGAN
NOW.
The kids look at him, apprehensive. He’s serious. SNIKT!
ROGUE
Logan, what’s going on?
EXT. DRAKE HOUSE - FRONT PORCH - CONTINUOUS
The front door opens, and just as they step onto the front porch. . . CLICK!
TWO COPS step from each side of the porch, and COCK THEIR GUNS — pointed at Logan and the kids.
They freeze, seeing TWO MORE COPS emerging from cruisers on the lawn.
BOBBY (under his breath)
Ronny.
INT. DRAKE HOUSE - RONNY’S ROOM - SAME TIME
Ronny stares out the window at the situation, a small smile on his face.
EXT. DRAKE HOUSE - FRONT PORCH - SAME TIME
COP 1
GET DOWN ON THE GROUND AND PUT YOUR HANDS IN THE AIR!
The cops advance towards them.
LOGAN
What’s going on here?
Bobby and Rogue are scared to death — Pyro pensively FLICKS his lighter open and closed. . . open
and closed...
COP 1
Put down the knives. Slowly.
LOGAN
Hey bub, this is just a misunderstanding.
INT. DRAKE HOUSE - LIVING ROOM
THREE COPS are pounding on the glass door.
COP 2
Open the door!
Bobby’s parents, bewildered and terrified, don’t move. They watch as one cop takes out his nightstick
and smashes open the door. They storm into the living room.

COP 8 (CONT’D)
AGAINST THE WALL! NOBODY MOVE!
One cop stays with the parents as the other two slowly make their way toward the front door, guns
raised.
EXT. DRAKE HOUSE - FRONT PORCH
COP 1
PUT THE KNIVES DOWN!
LOGAN (getting enraged)
I CAN’T.
Logan raises his arms to show the claws are attached to his hand when BANG! He’s shot in the head
and falls.
ROGUE SCREAMS. The kids stare, devastated. Pyro looks back at the officer, whose gun is STILL
SMOKING.
THROUGHOUT THE NEIGHBORHOOD People gather onto the scene.
ON THE PORCH the kids see the cops advancing, guns raised.

202 .X2
ON THE GROUND: Logan’s eyes are closed — the bullet is flattened against his metal skull. The flesh
begins to heal.
Rogue and Bobby slowly start to kneel, hands behind their heads. . BUT NOT PYRO. He remains stand-
ing, flicking his lighter faster and faster.
COP 2
We don’t wanna hurt you, kid.
PYRO (defiant; to the cops)
You know all those dangerous mutants you hear about on the news?
(beat)
~ [Tm the worst one.
Pyro lowers his head, and FLICKS THE LIGHTER — the small flame quickly grows into STREAMS
OF FIRE — one shooting to the RIGHT, one to the LEFT — one racing BEHIND HIM, through the
house. . . blasting toward the cops in the living room, knocking them down.
OUTSIDE THE COLUMNS OF FIRE
Two panicked cops dive for cover.
CLOSE ON: PYRO, as he NARROWS HIS EYES. STREAKS OF FLAMES sneak behind two cruisers toward
the EXHAUST PIPES...
BOOOM! THE CARS EXPLODE, tumbling and spinning in the air, cops running for cover. Only one cruiser
is left, surrounded by swirling flames. The two officers inside try to radio for backup, as pieces of their
car melt before their eyes.
PUSH IN ON PYRO: Staring at the remaining cruiser with a sardonic look in his eye. He’s sweating hard,
living the moment. He will never be the same again.
INSIDE THE CRUISER: Windows are scorched. Smoke is filling the car. The two cops see Pyro — his furi-
ous glare focused squarely on them. He twirls his lighter in his fingers. . . and smiles.
ANGLE ON: Melting tires — cracking glass — flames surrounding a burning car — a melting dashboard.
ANGLE ON: Rogue, horrified. She stares at Pyro for a moment and starts to pull off her gloves.
ANGLE ON: LOGAN, his wound still healing. The FLATTENED BULLET DISLODGES and falls to the
ground. He opens his eyes.
CLOSE ON: Pyro. He holds up the lighter. . . and:
Rogue pulls up Pyro’s pant leg and GRABS HIS BARE SKIN. Light FLASHES as energy passes from Pyro
to Rogue.
Pyro’s eyes widen. He GASPS and drops the lighter. Stumbling, he slumps to the ground, as if the wind
is knocked out of him.
ROGUE holds up a hand and concentrates. Immediately, the flames recede, leaving nothing but smolder-
ing debris. Rogue lets out an exhausted and relieved sigh.
BOBBY AND ROGUE get to their feet. Pyro GROANS. Still a little dazed, he grabs his lighter and stands
up to see his extinguished flames. Finally, Logan stands. The wound now completely healed. The kids
stare at him, amazed.
BOOM! THUNDER ECHOES FROM ABOVE and the lawn is blasted by HEAVY WIND.
The cops LOOK UP.
ANGLE ON: Rogue, Pyro, Logan, and Bobby, watching the X-JET descend from dark clouds.
It lands in the street and THE RAMP LOWERS. Logan and the kids run across the lawn.
As his comrades stare in awe, ONE COP pulls out his gun and aims, his hand trembling. Logan stops,
and stares back — defiant. Beat. Logan keeps walking.
EXT. X-JET RAMP - CONTINUOUS
The others run up the ramp, but Bobby stops and turns back.

ANGLE ON: THE DRAKE FAMILY, watching from an upstairs window. William is dumfounded. Ronny is
wide-eyed. Madeline is crying.
Bobby stares at them for a beat, then turns around and heads up the ramp.

X2.203
INT. X-JET - CONTINUOUS
Logan and the kids strap themselves into seats.
IN THE COCKPIT
Storm and Jean turn and see Logan. She smiles. He winks. NIGHTCRAWLER pops up from behind a
chair. THE KIDS SCREAM.
NIGHTCRAWLER
Guten Morgan.
LOGAN
Guten Abend. Who the hell are you?
NIGHTCRAWLER (flamboyantly)
Kurt Wagner, but in the Munich circus I was known as “The Incredible
Nightcraw —
LOGAN
Save it. Storm?
STORM
We’re out of here.
Storm pulls on the stick and they lift off.
EXT. SUBURBAN STREET - COURTYARD - SAME TIME
TWO MORE CRUISERS pull up in front of the house. Cops and neighbors watch in awe as the jet roars
away.
INT. XAVIER’S MANSION - XAVIER’S STUDY - AFTERNOON
Xavier is looking out of a OPEN PICTURE WINDOW that displays a panoramic view of the mansion’s
large, beautiful GARDENS. Below him, a CHESS SET is in the middle of a game.
He blinks, letting tears spill from his eyes. Looks outside. He lifts up a hand and rubs his head. Then,
he looks down, at his legs.
He’s standing. Xavier’s smile fades. He THINKS DEEPLY, as he gets very angry.
XAVIER
Jason, STOP IT!
PUSH IN ON: Xavier, as he closes his eyes and GRITS HIS TEETH. Suddenly, something happens. The
room begins TO RIPPLE, it fades and the BACKGROUND DROPS INTO:
INT. STRYKER’S BASE — XAVIER’S CELL — SAME TIME
Xavier sits in his wheelchair, still directly across from Mutant 143, who stares deeply into him.
Xavier opens his eyes and remembers where he is. He’s still wearing the NEURAL INHIBITOR. It begins
to BUZZ WILDLY. He grits his teeth, bearing the pain. Barely able to speak:
XAVIER MUTANT 143
You must help me. You must help me.
Then, 143 moves. His hands slowly reach for Xavier’s throat, as if to choke him. The Professor doesn’t
move, he continues to stare deep into 143’s BLUE AND GREEN eyes. The Inhibitor continues to BUZZ.
Xavier grips his chair, straining. . .
XAVIER MUTANT 143 Gnumbling)
Stand... Stand...
And Mutant 145 gently STANDS up — the spinal connecter pops out of place. YELLOW LIQUID leaks
from the small wound in the back of his neck. Mutant 143 reaches forward and tenderly LIFTS the
Inhibitor from Xavier’s head. Both Xavier and 143 EXHALE with relief, the pain now gone.
XAVIER Cmumbling) MUTANT 143 Gnumbling)
Thank you, Jason. Thank you, Jason.
Xavier reaches up and caresses 143’s cheek, releasing him. 143 relaxes, his face once again becomes a
blank slate. He sits back down. Xavier wheels towards the door. He concentrates.
XAVIER
Mr. Smith, are you there?
 The door OPENS, to reveal:
INT. STRYKER’S BASE - OUTSIDE XAVIER’S CELL
SOLDIER SMITH stands outside Xavier’s cell. Under Xavier’s control, he enters the cell and removes the
arm restraints.

XAVIER
I arrived here with a friend.
(firm)
Take me to him.
INT. STRYKER’S BASE - CYCLOPS’ CELL - LATER
The door opens, revealing Xavier and Smith. In the corner, CYCLOPS is restrained with a METALLIC
BAND covering his eyes.
XAVIER
Remove his restraints.

Smith bends down and carefully removes the band.

CYCLOPS
Professor. . .

XAVIER
It’s going to be alright, Scott.
Cyclops gets to his feet.
XAVIER (CONT’D)
Tell me, what is the quickest way out of here?
SOLDIER SMITH
The helicopter.
XAVIER
Take us there, now.
INT. X-JET - LATE AFTERNOON
Logan heads towards the cockpit.
LOGAN
How far are we?
JHAN GREY
We’re coming up on the mansion now.
_ Suddenly A MONITOR beeps, and displays TWO RED BLIPS.
STORM
I’ve got two signals approaching.
EXT. AIRSPACE - LATE AFTERNOON
TWO F-16 FIGHTERS roar through the clouds, coming up behind the X-Jet.
INT. X-JET —- COCKPIT - SAME TIME
Through the window, Storm and Jean see the fighters flanking them on either side. THE RADIO CRACKLES.
F-16 PILOT (CON RADIO)
Unidentified aircraft, you are ordered to descend to 20,000 feet and
return with our escort to Hanscom Air Force Base. Failure to comply will
result in the use of extreme force.
STORM
Somebody’s angry.
Logan glares at Pyro.
LOGAN
I wonder why.
ROGUE
What are we going to do?

X2.205
 STORM
They’re falling back...
A LOUD BEEP goes off.
STORM (CONT’D)
They’re marking us. They’re going to fire.
LOGAN
What?!
STORM
HANG ON!
EXT. AIRSPACE - SAME TIME
The X-Jet banks and dives, trying to shake off the fighters as THE F-16s EACH FIRE A MISSILE.
THE X-JET BANKS HARD — and barrel rolls — just barely dodging the exploding missiles.
The fighter jets are still on their tail.
INT. X-JET - SAME TIME
The kids are trying not to panic. Nightcrawler makes the “sign of the cross.”
LOGAN
Don’t we have any weapons in this heap?
Jean glances over to Storm. Storm nods. HER EYES BURN WHITE.
EXT. AIRSPACE - SAME TIME
DARK RUMBLING CLOUDS begin to form in front of the X-Jet. Lightning flashes. They head straight into
the eye of the growing storm, the F-16s right behind.
EXT. STORM CLOUD - SAME TIME
Whispy clouds begin to swirl, faster and faster, twisting into long, thin funnels. One forms, and another,
until the sky is filled with a DOZEN ROARING TORNADOS. They writhe like giant serpents, allowing the
X-Jet to pass between them.
The F-16s aren’t as lucky — they dart and weave, trying to avoid Storm’s wrath.
INT. F-16 -SAME TIME
THE FIGHTER PILOT has a lock on the X-Jet. He’s about to pull the TRIGGER when —
EXT. STORM CLOUD - SAME TIME
BOOM! TWO TORNADOS slam into the F-16 from above and below. It’s yanked up and hurled across the
sky, tumbling like a toy. The pilot ejects.
THE REMAINING FIGHTER skillfully swerves around the funnel clouds, still in pursuit.
INT. X-JET -SAME TIME
Jean and Logan look at the beeping RADAR SCREEN, then nervously to Storm.
PUSH IN ON: Storm — Getting angrier.
EXT. STORM CLOUD - SAME TIME
The remaining F-16 banks and rolls, avoiding the tornados, quickly gaining on the X-Jet.
Suddenly, the clouds around the F-16 begin to swirl. . . until it’s completely encased in a long dark tun-
nel — a TORNADO STRETCHING ACROSS THE SKY.
THE F-16 begins to roll wildly inside the tornado, losing control — but manages to fire TWO MORE MIS-
SILES, just before the tornado bends and hurls the F-16 to the ground.
The pilot ejects, but the missiles continue on their warpath, easily passing through the storm.
INT. X-JET -SAME TIME
Storm yanks the stick back. Jean stares at the RADAR SCREEN: TWO BLIPS RUSH TOWARDS THEM.
Her stare becomes more intense as she concentrates...

EXT. AIRSPACE - SAME TIME

The X-Jet’s wings fold up as it flies faster out of the storm, the tornados dissipating behind it.
BOTH MISSILES ROAR TOWARDS THE JET. . . but suddenly ONE MISSILE begins to wobble. . .
INT. X-JET - SAME TIME
Storm stares at the radar — the blips are getting closer, but one of them starts to veer away. Storm
looks over to see Jean, staring at the radar screen, lost in a trance. Logan watches, astonished.
STORM
Jean?
Jean holds her head tightly, concentrating. . . this isn’t easy.
EXT. AIRSPACE - SAME TIME
CLOSE ON JHE MISSILE: It wobbles, a few lights on its surface blink OFF — it suddenly veers
STRAIGHT UP and EXPLODES.
INT. X-JET -SAME TIME
Rogue is frantically trying to BUCKLE herself in. She pushes one buckle in — the opposite one POPS
OUT. She tries another — another. Finally, two hold. She presses the third — it snaps in. She puts the
fourth and final buckle into the mechanism, and ALL THREE fall out.
Rogue tries again, looking nervously towards the cockpit... .
ANGLE ON: JEAN GREY, using all of her powers trying to stop the remaining missile. Concentrating so
hard that EVERYTHING ELSE DROPS OUT. She closes her eyes. The X-men wait... .
ON THE RADAR SCREEN the SECOND MISSILE is getting closer... .
Jean opens her eyes — terrified.
JEAN (quietly)
Oh God.
EXT. AIRSPACE — SAME TIME
BOOOOOM! THE MISSILE EXPLODES — THE X-JET disappears in a cloud of fire and smoke.
INT. X-JET - SAME TIME
A LARGE HOLE IS blown in the ROOF OF THE JET. IT DECOMPRESSES — Everyone’s screams
are drowned by SHRIEKING WIND. Rogue is instantly RIPPED OUT of her seat — SUCKED OUT OF
THE HOLE.
EXT. AIRSPACE - SAME TIME
She falls, screaming, into the quiet night. The jet speeds away high above her. Nightcrawler suddenly
APPEARS and GRABS HER. BAMF'!
INT. X-JET - MOMENTS LATER
BAMF! Rogue and Nightcrawler reappear in a haze of smoke, falling to the ground. The X-Men
stare at them in awe.
IN THE COCKPIT: Storm and Jean work the controls, trying to stabilize the jet. THROUGH THE WIND-
SHIELD, the Earth rises to meet them with dizzying speed. Storm strains, trying to pull out
of the nosedive.
THE ALTIMETER shows their descent — 3000 feet, 2500, 2000...
JEAN’S HAND reaches over and grabs Logan’s. She turns to him, eyes tearing up. Logan stares back,
surprised. The plane is getting LOWER, LOWER. STORM closes her eyes. THIS IS IT.
NIGHTCRAWLER (0.8.)
Uh, Storm?
Storm turns. . . Nightcrawler is pointing at the HOLE IN THE ROOF, which is bending and twisting, slow-
ly REPAIRING ITSELF. The screaming wind dies down to a WHISTLE, as the hole CLOSES COMPLETELY.
Then, the falling jet begins to SLOW.
STORM
Jean?
Jean stares at the controls. She’s just as stunned.
JHAN GREY
It’s not me.
The ground is getting closer. And with a slight jolt, THEY STOP.
The mutants stare at each other, confused and shocked. They look out the WINDSHIELD. BELOW THEM,
a forest clearing, and two figures staring up at them...
EXT. ROADWAY - DUSK
THE X-JET HOVERS IN THE AIR, nose down, only fifteen feet off the ground.
MAGNETO stands in front of the jet, holding it in place with an outstretched hand. Mystique is next
to him.
MAGNETO
When will you people learn how to fly?
EXT. FOREST CAMP - CAMPFIRE - LATER
Logan, Jean, and Storm are on one side of the campfire, Magneto and Mystique on the other. They
stare at each other. The silence redefines uncomfortable.
MAGNETO
His name is William Stryker.
Logan reacts visibly to the name.
JHAN GREY
What does he want?

STORM
That’s the same question we should be asking Magneto.
Magneto sighs. This is going to be a long night.
STORM (CONT’D)
So, what is it? What do you want?
MAGNETO
When Stryker invaded your mansion he stole an essential piece of its
hardware.
JEAN GREY (shocked and frightened)
Cerebro.
Jean and Storm stare at each other, terrified.
JEAN GREY (CONT’D)
But Stryker would need the Professor to operate it.
MAGNETO
. . which is the only reason I think he’s still alive.
Logan sees the fear in Jean and Storm’s eyes.
LOGAN
Wait, what are you all so afraid of?
MAGNETO
While Cerebro is working, Charles’ mind is connected to every living per-
son on the planet. . . if he were made to concentrate hard enough on a
particular group. . . let’s say mutants, for example — he could kill us all.
EXT. FOREST CAMP - TENT AREA
Bobby finishes setting up a tent, and walks over to Rogue, who is trying to light a small
portable stove. Pyro sits to the side, staring at the horizon. Bobby takes a match and tries
to light the stove.
ROGUE (to Pyro)
You COULD help, you know.
Pyro tilts his head slightly, and the stove ERUPTS INTO A LARGE FLAME. Bobby dives back and shoots
Pyro a dirty look.
Frustrated, Rogue walks away and sits down next to Nightcrawler. He’s staring at the X-Men in the
distance. She looks at him, trying to think of something to say, finally. . .
 ROGUE (CONT’D)
Thank you.
He’s caught off guard, but flattered.
NIGHTCRAWLER
You’re welcome.
Beat. Rogue sees the X-Men by the fire.
ROGUE
Can you hear what they’re saying?
NIGHTCRAWLER
I. . . could get a closer look.
He smiles, and BAMF, disappears in a cloud of smoke. Rogue smiles, impressed.
EXT. FOREST CAMP —- CAMPFIRE - LATER
HIGH ABOVE THE GROUP in a tree, Nightcrawler hangs upside-down by his tail. No one seems
to notice.
STORM
But how would Stryker know what Cerebro is, or where to find it?
. Magneto pauses. We slowly DRIFT around to his back. In reflex, he lifts an arm and rubs the
back of his neck, exposing the CIRCULAR SCAR.
Magneto seems embarrassed, resigned, boiling. . .
MAGNETO
Because I told him. I helped Charles build it, remember?
(beat; ashamed — he turns)
Mr. Stryker has powerful methods of persuasion. Even against a mutant
as strong as Charles.
JEAN GREY
Who is Stryker anyway?
MAGNETO
He’s a military scientist who has spent his life looking for a solution to
the mutant problem. But if you want a more intimate perspective, why
don’t you ask the Wolverine?
All eyes fall on Logan.
MAGNETO CCONT’D)
You don’t remember.
| Logan glares at Magneto, perplexed.
MAGNETO (CONT’D)
William Stryker is the only other man I know who can manipulate
adamantium. The metal on your bones? It carries his signature.
LOGAN
But the Professor...
MAGNETO
The Professor trusted you were smart enough to discover this on your
own. He gives you more credit than I do.
Logan closes his eyes, slowly putting the pieces together — Stryker did this to him. Mystique stares at
him curiously.
STORM
Why do you need us?
MAGNETO
Mystique discovered plans for a base that Stryker’s been operating out
of for decades. . . but we don’t know where it is.
(beat)
And I believe one of you might.
 LOGAN
The Professor already tried.
Magneto sighs.
MAGNETO
Once again, you think it’s all about you.
Magneto turns his gaze UPWARD. The others follow, looking at Nightcrawler in the tree above.
MINUTES LATER
Nightcrawler sits on the ground, nervous, across from Jean. Storm puts a reassuring hand on his shoulder.
NIGHTCRAWLER
I. . . I didn’t mean to snoop.
JEAN GREY
Relax.
He flinches as she puts her fingers on his temples. His eyes roll back slightly. She concentrates hard.
His hair stands on end.
PUSH IN ON: JEAN GREY — she grimaces as blurry FLASHES from Nightcrawler’s mind flicker in her
eyes:
FLASH! — soldiers holding Nightcrawler on the ground — being held in the back of a truck — entering
a long, dark TUNNEL from ABOVE GROUND — A MASSIVE LAB — THE FLASH OF A CAMERA —
Jean pulls away, exhausted.
JEAN GREY (CONT’D)
Stryker’s at Alkali Lake.
LOGAN
That’s where the Professor sent me. . . . Nothing’s left.
JEAN GREY
There’s nothing left on the surface, Logan. The base is underground.
EXT. FOREST CAMP - NIGHT, ESTABLISHING
The X-Jet rests on the ground surrounded by a few tents being set up by Bobby. A thick layer of fog
created by Storm gathers overhead. Magneto still sits by the fire, alone.
EXT. FOREST CAMP - UNDER THE X-JET
Jean stands on the ramp, working on the jet’s underbelly. She spots Logan, looking noticeably
distraught — still dwelling on Magneto’s revelation about Stryker.
JEAN GREY
Hey. You okay?
LOGAN
Yeah. How are we doing?
Beat. Jean knows he’s not in the mood to talk about it.

JEAN GREY
Not good. It’ll take four or five hours before I can get it off the ground.
LOGAN
That’s not what I meant.
Jean sighs.
JEAN GREY
I’m just worried. . . about Scott.
LOGAN
I’m worried about you. That was some display of power up there.
JEAN GREY
It obviously wasn’t enough.
A long beat. Their faces are moving closer... .
JEAN GREY (CONT’D) (convincing herself)
I love him.
LOGAN
Do you?
CLOSER.
JEAN GREY (flirting)
Girls flirt with the dangerous guy, Logan, but they don’t take him home.
Oe (beat)
They marry the good guy.
CLOSER.
LOGAN
I could be the good guy.
JHAN GREY
Logan, the good guy sticks around.
THEY KISS passionately. .. but Jean pulls away.
JEAN GREY (CONT’D)
Please — don’t make me do this.
LOGAN
Do what?
She walks up the ramp. Logan hangs his head and sighs.
EXT. FOREST CAMP - SAME TIME
Mystique stares at Logan in the distance. Nightcrawler comes up behind her.
NIGHTCRAWLER
They say you can imitate anybody? Even their voice?
Mystique SPEAKS IN HIS VOICE:
MYSTIQUE
Even their voice.
NIGHTCRAWLER
So why not stay disguised all the time? You know. . . look like
everyone else.
MYSTIQUE
Because we shouldn’t have to.
Nightcrawler grins wide. He likes that answer.
INT. LOGAN’S TENT - MOMENTS LATER
Logan is laying awake, staring at his aged and dirty DOG TAG — Magneto’s revelation still eating away
at him. Suddenly, the TENT FLAP quietly slips apart, and A FEMALE FIGURE enters.
It’s JEAN. She sits on his sleeping bag. He eyes her curiously, about to speak —
When she presses her finger to his lips: “No.” She crawls on top and begins to passionately kiss him. He
kisses back, sliding his hand under her shirt, when —
SNIKT! Logan’s claws press against Jean’s jugular.
CLOSE ON: Logan’s HAND, his fingers on THREE CLAW-SCARS on her abdomen. He looks at her. She
looks back and smiles — her eyes turn yellow as SHE TRANSFORMS INTO MYSTIQUE. Her mouth trav-
els languidly to his ear.
MYSTIQUE
No one ever left a scar quite like you.
LOGAN
What do you want, an apology?
 MYSTIQUE
You know what I want.

Mystique bites his ear, hard and sexy. She sits up.
MYSTIQUE (CONT’D)
But, what do you want?
_.. and SHE SUDDENLY TRANSFORMS: From MYSTIQUE to STORM — to (with a smile) ROGUE —
finally back to JEAN...
Logan throws her to the ground.
MYSTIQUE (CONT’D)
What do you really want?
And then, she FLASHES. . . STRYKER, then back to Mystique.
LOGAN
I want you to get out.
She sneers and leaves.
PUSH IN ON: LOGAN’S FACE, as we dissolve into the ROAR of. . .
EXT. FOREST CAMP - THE NEXT MORNING
... THE X-JET lifting off into the orange morning sky.
INT. X-JET - LATER
Bobby and Rogue stare at an X-UNIFORM hanging inside of sleek locker in the back of the jet. Logan is
changing into a uniform nearby.
BOBBY
Where’s ours?
Logan finishes zipping up.
LOGAN
On order. Should arrive in a few years.
Logan shuts the locker. Rogue turns around to find Magneto and Mystique staring at her, whispering to
each other. They suddenly stop. Magneto grins.
MAGNETO
We love what you’ve done with your hair.
Enraged, Rogue pulls off one glove and heads for Magneto — but Bobby yanks her away.
Magneto turns to see Pyro staring at him.
PYRO
They say you’re the bad guy.
MAGNETO
Is that what they say?
Pyro pensively flicks his lighter on and off, staring at the helmet in Magneto’s lap.
PYRO
That’s a dorky-looking helmet. What’s it for?
Magneto sizes up Pyro.

MAGNETO
This dorky-looking helmet is the only thing that’s going to protect me
from the real bad guys.
With a wave of his fingers, THE LIGHTER is snapped from Pyro’s hands and into Magneto’s palm. He
flicks it on.
MAGNETO (CONT’D)
What’s your name?
PYRO
John.
 MAGNETO
What’s your real name, John?
Pyro thinks for a moment. He reaches over and touches the small flame, lifting it from the lighter and
onto his fingertip. He rolls the flame between his fingers like a coin.
PYRO
Pyro.
MAGNETO
That’s quite a talent you have, Pyro.

‘Yh
PYRO
I can only manipulate the fire. I can’t make it.
Pyro closes his hand, the flame is snuffed out.
MAGNETO
You are a God among insects. Don’t let anyone tell you different.
Magneto opens his palm and the lighter floats back into Pyro’s hand.
PUSH IN ON: PYRO — the voice in front of him finally matching the ever-present voice in his head.
INT. STRYKER’S BASE - CONTROL ROOM - AFTERNOON
Stryker sits at his desk in front of TEN BLANK SCREENS. WILKINS, a guard who watches a different
set of security monitors, sits nearby. Yuriko stands guard by the door.
Lyman enters, flanked by two soldiers. Yuriko steps in front of them and clenches her fists. They stare
at her uncomfortably.
STRYKER
Your men can wait outside.

Lyman nods and the two soldiers leave. Yuriko stands down.
LYMAN
Sir, the machine has been completed to all the specifications.
STRYKER
Good.
Lyman looks around the room. He can’t help but ask:
LYMAN
If I may ask, Sir, why are we keeping the children here?
With his back to Lyman, Stryker flips a switch and VIDEO MONITORS begin to turn on, each displaying
a different image of the six children. It makes Stryker very happy.
STRYKER
I’m a scientist, Mr. Lyman. When I build a machine, I want to know that
it’s working.
EXT. FOREST - AFTERNOON
THE X-JET sits silently in a patch of snowy woods.
INT. X-JET - SAME TIME
The X-Men watch Storm point to different areas on a holographic TERRAIN MAP of the landscape below.
MAGNETO and MYSTIQUE keep to the back.
Logan looks intensely at the hologram. The DAM, SPILLWAY TUNNELS, and RUINS OF ALKALI BASE are
all visible. From the naked eye, nothing but snow covers the ground. Storm clicks a button. .
STORM
This is a topographic map of the area...

... and the map changes into a HIGH-CONTRAST version, displaying a series of MARKS that represent
repetitive impact over time.
STORM (CONT’D)
.. and here are the density changes in the terrain. The lighter the
mark, the heavier the repetitive activity.
We see a series of LINES come out of THE RIGHT SPILLWAY TUNNEL, what look like HUNDREDS OF
TIRE TRACKS. Logan shakes his head with a sly smile — it’s coming back to him.
LOGAN
That’s the entrance.
Storm changes the map again and it shows the spillway and tunnel entrance in shades of blue, with
other areas in shades of white.
STORM
This shows the depth of the ice that covers the ground — recent water
activity.
JEAN GREY (pointing)
So if we go in there, Stryker could flood the spillway.
STORM (cto Nightcrawler)
Can you teleport inside?
NIGHTCRAWLER
I have to be able to see where I’m going. Otherwise, I could wind up
inside a wall.
A long beat.
LOGAN
I'll go. I have a hunch he’ll want me alive.
Magneto cracks a smile. He walks through the map.
MAGNETO
Logan, whoever goes inside the dam needs to be able to operate the spill-
way mechanism. What do you intend to do? Scratch it with your claws?
LOGAN
T’ll take my chances.
MAGNETO
But I won’t.

INT. STRYKER’S BASE - CONTROL ROOM - SAME TIME

Wilkins, a bored guard in the control room, looks up to see: LOGAN on one of the security monitors.
WILKINS
Sir, someone’s entered the spillway. . .
Stryker appears over the young officer’s shoulder.

WILKINS (CONT’D)
5 vo dbaool aitoyeyetnaver ake.
Stryker grabs his hand before he can press the button.
STRYKER
Wait!
(beat)
Look who’s come home. .

Beat. Stryker carefully considers his options.

STRYKER (CONT’D)
Is he alone?

WILKINS
Appears to be.
INT. SPILLWAY TUNNEL - MOMENTS LATER
Logan approaches the end of the tunnel, when TWO SMALL DOORS open behind him, revealing several
soldiers aiming their weapons right at him.
 SOLDIER
Don’t move! Hands in the air!
Oddly, Logan obeys.
INT. STRYKER’S BASE - LOADING BAY - MOMENTS LATER
Stryker, Lyman, and Yuriko enter the loading bay. SIX SOLDIERS, their guns raised, are positioned in
front of the massive circular door leading to the spillway tunnel.
THE DOORS OPEN to reveal LOGAN on the other side, his arms bound in shackles that point his
claws at his throat.
Stryker approaches and seems to notice something strange...
STRYKER
The one thing I know better than anyone else. . . is my own work.
(beat)
Seal the room. Shoot it.
AS FAST AS LIGHTNING, Logan TRANSFORMS INTO MYSTIQUE. In one swift move, she slips out
of the shackles, kicks the two guards on either side of her, and hurls the shackles at another
guard’s face.
The remaining soldiers fire but Mystique leaps across the room and grabs a guard, using him as a
human shield. Hundreds of bullets tear into his body.
The main doors start to close. Mystique drops the soldier’s body, then dives and slides across the
floor like a snake, flipping her middle finger just as the doors slam shut.
Stryker and the soldiers stare at the door, dumfounded by her speed.
INT. STRYKER’S BASE — CONTROL ROOM — MOMENTS LATER
ALARMS BLARE. Wilkins, the only guard left in the control room, nearly leaps out of his chair and
begins scanning the monitors.
WILKINS
What the...
ON THE MONITORS: Stryker walks through the hallway, followed by a GUARD. They enter the room.
WILKINS (CONT’D)
What’s happening?
STRYKER
We have a metamorph loose. She could be anybody.
WILKINS
Anybody?
WHAM! Stryker elbows the soldier, RIPS his rifle away, and slams Wilkins across the face. They both
slump to the floor.
Stryker presses a button on the console and the control room door begins to close.
ANGLE: THROUGH THE CLOSING DOOR
As the REAL STRYKER approaches, followed by Yuriko, Lyman, and three soldiers. Stryker watches as
his doppelganger in the control room blows a kiss, and the doors SLAM SHUT.
INT. STRYKER’S BASE - CONTROL ROOM FOYER
Stryker furiously pushes buttons trying to open the control room door from outside. It doesn’t budge.
Yuriko, Lyman, and the soldiers stand behind him, nervously watching. Stryker slams the door with
his hand.
STRYKER
Can you override the spillway mechanism?
LYMAN
Everything’s controlled from inside that room, sir. That’s why the
doors are so thick.

Kesk1aS
 STRYKER
Oh, really?
(beat)
Get some charges, and blow the doors open.

TWO SOLDIERS exit quickly.

STRYKER (CONT’D)
And take out these cameras!
Lyman pulls a pistol out, and FIRES at the cameras.
INT. STRYKER’S BASE - CONTROL ROOM - SAME TIME
TWO VIDEO monitors suddenly go BLANK.
REVEAL that Stryker has transformed into MYSTIQUE. At the console, she looks away from the now-
blank security screens, towards images of the children. She fastens a headset to her ear.
Mystique presses a button and the image disappears to reveal a map of the base.
INT. X-JET -ON THE GROUND - SAME TIME
Magneto and the X-Men listen to a few blips of STATIC, and then, an unmistakable VOICE:
MYSTIQUE (ON THE RADIO)
Tm in.
Magneto smiles proudly.
LOGAN
She’s good.
MAGNETO
You have no idea.
INT. STRYKER’S BASE —- CONTROL ROOM
Mystique navigates through a map of the base and finds THE LOADING BAY. She presses a button.
ON THE MONITOR: “SPILLWAY DOOR OPEN”
She hears the sound of TWO TAPS at the control room door.
INT. STRYKER’S BASE - OUTSIDE CONTROL ROOM
Stryker watches as two soldiers start to attach a series of MAGNETIC EXPLOSIVES around the edge of
the door, spiraling outward from the center.
INT. LOADING BAY - SAME TIME
The SPILLWAY MECHANISM suddenly activates — the switches and lights begin to work. A young
SOLDIER runs over to it, trying to turn it off. He can’t. He looks alarmed as the HUGE SPILLWAY
DOORS BEGIN TO OPEN. The soldier stares in awe as WIND blasts through the tube — lightning and
the sound of thunder accompanying it.
INT. STRYKER’S BASE - OUTSIDE CONTROL ROOM
Behind Stryker, a SOLDIER presses his fingers to his ear, listening to something over the radio. He
turns to Lyman, whispering:
SOLDIER 1
She’s opened the loading bay doors. More mutants have entered the base.
Stryker cocks an eyebrow, listening. . .
LYMAN
How many?
The soldier shakes his head. He can only hear static on his radio.
SOLDIER 1
We’ve lost coms. . . some kind of electrical disturbance.

PUSH IN ON: Stryker, fear growing inside him. Lyman turns towards him.
LYMAN
Should we engage them?
Stryker shoots him a look.
STRYKER
No. Have the rest of your men meet us outside the machine.
Lyman motions for his troops to move.
STRYKER (CONT’D)
What are you waiting for, Sergeant?
LYMAN
I think I should stay with you, sir.
Stryker turns to look at Yuriko, patiently waiting in the shadows.
STRYKER
No. I’ll be fine.
Lyman nods and leaves. Stryker approaches Yuriko, eerily caresses her face.
STRYKER (CONT’D)
The mutants can’t stop anything. In fifteen minutes you’ll all be on your
knees.
EXT. XAVIER’S MANSION —- FRONT LAWN - DAY
A HELICOPTER lands on the lawn.
INT. XAVIER’S MANSION - MOMENTS LATER
Xavier and Cyclops move through an empty and quiet hallway. There’s no sign of any damage from the
attack.
CYCLOPS
I don’t like this. . . Where is everyone?
Xavier stops, concentrating.
XAVIER
See if you can locate the jet — contact Jean and Storm. I’ll use Cerebro
to find the others.
While Cyclops heads down the corridor, Xavier turns toward the elevator and slowly wheels through a
hall. Behind him, Cyclops DISAPPEARS into thin air.
The sound of a LITTLE GIRL crying catches Xavier’s attention.
XAVIER (CONT’D)
It’s alright. You can come out.
She stands up and steps forward — tears in her eyes.
LITTLE GIRL
Are they gone?
XAVIER
Yes. Where are all the others?

She shrugs.
XAVIER (CONT’D)
Then I guess we'll have to find them, won’t we?
He holds out his hand. The girl takes it and follows him down the hallway.
INT. XAVIER’S MANSION - CEREBRO HALLWAY -MOMENTS LATER
Xavier wheels towards the Cerebro door. He approaches the RETINAL SCANNER, pee in front of it.
It scans his eye and opens.
CEREBRO VOICE
Welcome, Professor.
He turns and smiles at the Little Girl, who smiles back.
As Xavier turns away from the girl, we slowly ROTATE around him, and SOMETHING HAPPENS —
In every direction that he doesn’t face, the hallway SLOWLY DISINTEGRATES into something else —
ANOTHER HALLWAY — A DANK, DIRTY HALLWAY INSIDE STRYKER’S BASE. As we move all the
way around...
The LITTLE GIRL reveals herself as the paralyzed, ghoulish MUTANT 143. TWO SOLDIERS are posi-
tioned behind his wheelchair, glancing nervously at each other.
All this time, Xavier’s escape, and the return to the mansion, was an illusion created by 143.
LITTLE GIRL
Don’t leave me alone, please.
XAVIER
Okay. . . you can come inside.
Xavier wheels inside, followed by the Little Girl, her eyes full of anticipation. THE DOOR SLAMS SHUT.

INT. STRYKER’S BASE - CONTROL ROOM FOYER - SAME TIME

The TWO SOLDIERS finish attaching the explosives to the door. They hit a button and the count-down
begins.
1020 Ses. 2,
BOOOM! The door crumples with the force of the blast, revealing a SECOND door underneath. They pick
up another set of CHARGES and begin to attach them to the second door.
INT. STRYKER’S BASE - CONTROL ROOM FOYER - SAME TIME
Mystique hears the soldiers working outside. There isn’t much time. ...
INT. CYCLOPS’ CELL - SAME TIME
Stryker finishes DOSING Cyclops with the yellow liquid. He bends down and whispers quietly into his
ear. Stryker leaves.
Beat. Cyclops stands up.
INT. STRYKER’S BASE - HALLWAY OUTSIDE CEREBRO
Stryker, Yuriko, and Lyman enter the corridor we recognize from the reveal of Xavier’s illusion, accom-
panied by two dozen troops.
STRYKER
Position your men.
Lyman motions to the soldiers. They turn around, taking defensive positions. Lyman watches Stryker
approach A LARGE DOOR — the makeshift door to Cerebro. It opens, and he steps inside, while Yuriko
waits in the hall.
INT. STRYKER’S BASE - DARK CEREBRO - CONTINUOUS
Stryker walks down the platform.
PULL BACK TO REVEAL: DARK CEREBRO — A piecemeal modified version of Cerebro, stolen in it’s
entirety from the mansion, and transported here — to Stryker’s base. Charles Xavier sits at the front
of the platform, staring at the CEREBRO HELMET. Behind him, Mutant 143 sits in his wheelchair.
Stryker approaches him and bends down, whispering to 143.
INT. XAVIER’S MANSION - CEREBRO - THE ILLUSION
The little girl walks down the platform and approaches Xavier — begins to WHISPER in his ear.
LITTLE GIRL/143
Is it time to find our friends?

XAVIER
Yes.

INT. STRYKER’S BASE - CEREBRO - SAME TIME

Stryker continues to WHISPER to 143.
INT. XAVIER’S MANSION - CEREBRO - THE ILLUSION
LITTLE GIRL/143
ALL of the mutants? Everywhere?
Xavier nods, but seems to hesitate for a moment. . . confused.
 XAVIER
Oh yes.
LITTLE GIRL/143
Good.
INT. STRYKER’S BASE - CEREBRO - SAME TIME
Stryker touches 143 on the shoulder, staring down at the man he once considered his son. Beat. He
turns, and walks out. THE DOOR CLOSES.
CLOSE ON: Mutant 143, as GREEN and BLUE EYES begin to RAPIDLY DILATE.
INT. XAVIER’S MANSION - CEREBRO - THE ILLUSION
Xavier finishes what he needs, and looks up at the girl.
XAVIER
Just — Don’t move.
He leans forward and picks up the CEREBRO HELMET.
The walls FALL AWAY with the CEREBRO EFFECT. In seconds Xavier is SITTING INSIDE A GIANT
PROJECTION OF THE EARTH — spinning slowly.
Just like before, dotted across the entire landscape — across all the continents are SPARKLING RED
LIGHTS, REPRESENTING THE MUTANTS OF THE WORLD.
INT. STRYKER’S BASE - HALLWAY OUTSIDE CEREBRO - SAME TIME
A LOW THROBBING HUM starts to ECHO, getting faster and louder. Cerebro is warming up...
Stryker listens to the hum, smiling, and walks down the hallway followed by Yuriko. He turns to Lyman:
STRYKER
Kill anyone who approaches. Even if it’s me.
Stryker and Yuriko walk away, leaving Lyman and his men behind.
INT. STRYKER’S BASE - CONTROL ROOM - SAME TIME
Mystique pushes a button and the monitor switches to A MAP OF THE BASE.
BOOM! She looks at the door, it buckles and twists. She looks around — there’s nowhere to go. CRASH!
THE ENTIRE DOOR IS RIPPED AWAY, pulled into the hallway — revealing:
MAGNETO AND THE X-MEN. The TWO GUARDS hover in the air, upside down, held by Jean. They
futilely kick and squirm. With a slight wave of Jean’s hand, they’re thrown against a wall and
knocked out. Magneto lets the mangled door drop and steps into the room.
MAGNETO
Have you found it?
She nods, points to a map on a monitor.
MYSTIQUE
A large portion of the energy from the dam has been diverted...
(pointing at the grid)
... to this chamber.
The map displays a large round chamber. . . Cerebro.
MAGNETO
There it is...
STORM
Can you shut it down from here?
MYSTIQUE
No.
MAGNETO (glancing at Mystique)
Come. We have little time.
Jean stops them.
JHAN GREY
Not without us.
Mystique hits a button and IMAGES OF THE CHILDREN appear on the monitors. Storm sees it.

STORM chorrified)
My God. . . the children. Kurt, will you come with me?
NIGHTCRAWLER
Yes.
Logan stares at a monitor that shows STRYKER and YURIKO walking through a corridor. He looks
uncertain. . . should he go after Stryker or stay with the X-Men?
STORM cto Mystique)
Where are they?
MYSTIQUE
The containment cells are on the other side of the base, then down three
levels.
STORM
Alright. We’ll get the children and meet you there.
Storm turns to Jean.
STORM (CONT’D)
Jean, will you be alright?
JHAN GREY
Yeah, I’ll be fine.
Beat. They look around the room.
STORM
Wait. Where’s Logan?
Jean looks to where Logan was just standing, but he’s nowhere to be found.
JHAN GREY
He’s gone.
INT. STRYKER’S BASE - MAIN CORRIDOR - SAME TIME
Logan races down a hallway, hunting for Stryker.
INT. STRYKER’S BASE - DARK CEREBRO - SAME TIME
PUSH IN ON: Xavier — his face comatose and despondent.
PUSH IN ON: Mutant 143 — his eyes dilating — stare coldly focused on Xavier.
INT. XAVIER’S MANSION - CEREBRO - THE ILLUSION
Xavier is deep in concentration. The Little Girl stands behind him, waiting. . . growing impatient.
Around them, Cerebro is in full swing. The red lights are getting brighter. GHOSTLY IMAGES
appear. . . millions of them floating in the ether, each one representing a different mutant.
More appear with each second.

LITTLE GIRL/143
Have you found them all?
XAVIER
This will take time. There are so many.
He focuses. The drone gets louder, and more mutants appear.
INT. STRYKER’S BASE - CORRIDOR - SAME TIME
Jean, Mystique, and Magneto walk quickly down a corridor. Jean suddenly shuts her eyes, concentrat-
ing. She stops.

JHAN GREY
Wait. . . I feel something.
Magneto and Mystique look at her, puzzled.

JEAN GREY (CONT’D)

Pthinks 2 W'se 3 2
A LARGE METAL DOOR OPENS, revealing CYCLOPS.
JHAN GREY CCONT’D)
Scott!
But something is wrong. His face is emotionless, and ON THE BACK OF HIS NECK is the familiar circu-
lar scar. He raises a hand to his visor and FIRES.
BOOOOOM!!! Jean pushes Magneto out of the way. They all hit the ground. Jean gets back up and walks
towards Cyclops.
JHAN GREY (CCONT’D)
Go! I’ll take care of him.
Mystique looks at Magneto, and they walk away.
MAGNETO
This is the kind of lover’s quarrel we cannot get involved in, my dear.
Cyclops is about to fire again when Jean RAISES HER HAND and hurls him through the air and SLAMS
HIM AGAINST A WALL, pinned over a balcony that drops into a room we can’t see.
He reaches up and fires again — Jean hits the ground, her headset falls from her ear. The beam sails
overhead and slams into a Humvee, sending it flying across the room.
Free of Jean’s power, Cyclops drops into the room under the balcony.
ANGLE ON: Jean, standing over the balcony. The groaning sound of GEARS and MOTORS echo from the
room under her.
JEAN GREY
Scott?
EXT. FOREST - SAME TIME
The X-Jet sits in the patch of snowy woods.
INT. X-JET - SAME TIME
Rogue, Pyro and Bobby sit in the cockpit, listening to STATIC.
PYRO
That’s it.
Pyro gets up and grabs a jacket.
BOBBY
Where do you think you’re going?
PYRO
In there. I’m tired of this “kids table” shit.
He hits a button. The RAMP DESCENDS.
ROGUE
John, they told us to wait here.
PYRO
Do you always do what you’re told?
John stares at her, WINKS, and walks down the ramp into the snow. Rogue turns past Bobby and eyes
the FLIGHT CONTROLS.
INT. STRYKER’S BASE - GENERATOR ROOM
CLOSE ON: JEAN’S FEET, running down a staircase. She enters a massive, dark room filled with large
electrical generators.
She turns just in time to see CYCLOPS FIRING AT HER.
Jean holds up a hand and the blast seems to hit an INVISIBLE WALL around her. She strains, using
every last bit of strength to hold back his beam. It pushes her back, sliding her far across the floor.
Cyclops adjusts his visor and his beam intensifies. The light is so bright that Jean SCREAMS, closing
her eyes.
JHAN GREY
Please. . . Don’t do this.
Suddenly, A FAINT GLOW ripples around Jean’s body like a fire, and starts to push against Cyclops’
beam. The energy of the two clashing forces mixes and builds until IT EXPLODES in a blast of white
light. The concussion knocks both of them back, slamming Jean into a wall. She falls and her leg
SNAPS. Cyclops hits the ground, dazed.
BOOM! THE ENERGY BLAST violently shakes the room like an earthquake. The generators rattle. Debris
falls from the ceiling. . A CRACK begins to form in the wall. . . and in one of the giant tubes running
directly into the foundation of the dam...
INT. STRYKER’S BASE - CORRIDOR - SAME TIME
Stryker and Yuriko walk down a corridor when THE EXPLOSION almost knocks them over. Stryker
regains his balance when A SMALL DROP OF WATER splashes onto his glasses. He looks up to see a
crack in the ceiling.
INT. STRYKER’S BASE - DAM MAINTENANCE ROOM - MOMENTS LATER
Stryker walks to a wall covered with rusted, decayed dials that show the status of the dam. He stares
at them, terrified.
STRYKER (quietly)
INO
They abruptly turn and leave.
INT. STRYKER’S BASE - GENERATOR ROOM - SAME TIME
Cyclops slowly crawls over to Jean, gently touches her head. She jolts — startled, terrified.
CYCLOPS
It’s okay. . . it’s me! It’s me.

He looks up at her, relieved. She embraces him.

CYCLOPS (CONT’D)
dean. . . L-I’m sorry.
JEAN GREY
It’s okay. . . I was afraid I lost you.
Cyclops manages a weak smile. They help each other up. She’s clutching her broken leg, holding onto
him for support. They begin to walk out of the room.

JEAN GREY (CONT’D)

Scott. . something’s wrong.
INT. STRYKER’S BASE - OUTSIDE CONTAINMENT HALL - SAME TIME
Storm and Nightcrawler walk down a long, dark tunnel. They emerge into light, standing outside:
INT. STRYKER’S BASE - CONTAINMENT HALL - CONTINUOUS
WIDE ON THE ROOM to reveal A DEEP ROUND PIT with cameras fastened to the walls. At the bottom
are six of Xavier’s students, staring up with tears in their eyes.
JUBILEE
HELP US!
STORM
Kurt, can you —
But he’s already gone.
AT THE BOTTOM OF THE CELL, two girls SCREAM and back away from Nightcrawler. He gently motions
for them to come closer.

NIGHTCRAWLER
Come to me. It’s alright.
ONE GIRL emerges from the crowd, unafraid. She stands close to Nightcrawler, who wraps his arms
around her.

NIGHTCRAWLER (CONT’D)
Now, close your eyes.
 INT. STRYKER’S BASE - CORRIDOR - SAME TIME
Logan is on the warpath, hunting for Stryker. Suddenly, he stops. Sniffs. Turns to the right. A sign on
the wall reads ‘Medical Personnel Only’. He approaches a set of stairs. . memories slowly coming back.
Logan turns and walks down the stairs.
INT. STRYKER’S BASE - CONTAINMENT HALL - SAME TIME
Storm stands with the children just as Nightcrawler opens his arms to reveal ARTIE. He wobbles out,
dazed.
ARTIE
I think I have to throw up.
And he does. Storm bends down and rubs Artie’s hair — comforting him. They start walking.
INT. STRYKER’S BASE — AUGMENTATION LAB — SAME TIME
Logan descends the stairs and takes a few steps into a large, decayed, medical lab. . . THE AUGMENTA-
TION ROOM. It’s circular, with massive columns supporting a large ring in the center.
He wanders the lab, a flood of memories hitting him all at once: A TRAY full of torturous medical
instruments. X-RAYS of mutant skeletons of all shapes and sizes. . . one that looks eerily similar to his
own. And finally. . .
A LONG TANK in the center of the ring, filled with amber liquid. Above the tank, a RACK OF MEDICAL
INSTRUMENTS dangles from the ceiling. Logan’s eyes widen in horror, as he realizes that this is the
same tank that fills his nightmares, the tank from his past. . .
A large CYLINDER sits next to the tank, filled with hot, liquid ADAMANTIUM. Long tubes snake from it,
with painful-looking syringes attached to each.
STRYKER (0.S.)
You know, the tricky thing about Adamantium is that if you ever manage
to process its raw, liquid form, you have to keep it that way. Keep it hot.
Because once the metal cools, it’s indestructible.
Logan turns around to find Stryker and Yuriko standing in the entrance to the room.
STRYKER (CCONT’D)
But, you already know that.
Stryker stands walks to a doorway to an adjoining part of the lab, keeping a safe distance between him
and Logan.
STRYKER (CCONT’D)
I used to think you were one of a kind, Wolverine. I truly did.
_ Stryker glances at Yuriko.
STRYKER (CONT’D)
I was wrong.
LOGAN CHARGES for Stryker but YURIKO GRABS HIM. HARD. He looks at her — surprised, as SHE
LAUNCHES HIM into a pole.
Stryker backs into a tunnel and shuts the door.
Logan gets up slowly, staring at the woman standing in front of him. He’s not wasting any time here.
SNIKT! He pops his claws. She doesn’t seem to care. It’s a standoff.
Yuriko holds out her arms and spreads her fingers wide. Her hands twitch. Logan gawks, as EIGHT
INCH ADAMANTIUM CLAWS emerge from each of her fingertips.
LOGAN
Holy shit.
Yuriko smiles and. .. SLASH! Flicks ONE LONG FINGER. Logan flinches, realizing she just cut A SMALL
GASH in his cheek.
Logan sneers and swipes at her head. She ducks, comes back up and kicks him. He stumbles back,
smashing against equipment.
SHE LEAPS AND SCREECHES, swiping with both hands. He blocks her claws with his own. They fight —
adamantium against adamantium. Sparks fly, but hardly in the romantic way.

Kesees
INT. STRYKER’S BASE - ESCAPE TUNNEL - SAME TIME
Stryker calmly walks down the long escape tunnel.

INT, STRYKER’S BASE - AUGMENTATION LAB - SAME TIME

Yuriko slashes — misses — and hits a cluster power cables in the ceiling. They twist and writhe, small
electrical sparks fall to the ground.

Logan tackles her and they crash through a glass wall. X-Rays, diagrams, and equipment shatter.
They’re a close match but Yuriko is much faster. Logan is being torn to shreds by her lightning-fast
hands. They’re both healing, wounds appear and disappear on both of their bodies.
INT. STRYKER’S BASE - HALLWAY OUTSIDE CEREBRO - SAME TIME
The deep THROBBING sound of Cerebro is suddenly DEAFENING. Lyman and his soldiers look alarmed.
TWO SHADOWS stretch across the wall. The guards take aim, waiting pensively.
Suddenly, a slight RATTLING catches Lyman’s attention. He looks down, at:
A GRENADE ON HIS BELT — the pin is rattling, vibrating. . . the rest of his men realize their grenade
pins are also shaking.
ALL AT ONCE — the pins are yanked out by an unseen force. Horror washes over the soldier’
faces. . Lyman closes his eyes, bracing himself.
BOOOOM! THE FIERY EXPLOSION FILLS THE HALLWAY. After a moment, the smoke clears. Beat.
Magneto and Mystique step through the smoldering debris. He opens his hand, casually drops the
grenade pins to the ground, and continues walking.
INT. AUGMENTATION ROOM - SAME TIME
Yuriko kicks and Logan slams into the tank, falling into the liquid, briefly dazed. . . and for the first
time we see genuine fear in his eyes. Yuriko jumps onto the tank and raises her claws, ready to deliver
her final DEATHSTRIKE. As she swipes, Logan LEAPS STRAIGHT UP, almost defying gravity, and grabs
hold of the RACK suspended above the tank. He swings on top of the rack and SLICES the wires holding
it to the ceiling.
He falls with the rack as it comes crashing down on top of Yuriko, trapping her inside the tank. She
hisses and screeches, trying to claw her way out of the makeshift cage.
Logan rolls off and grabs the tube-like SYRINGES attached to the ADAMANTIUM CYLINDER and jams
them through the cage, straight into Yuriko’s heart. SHE SCREAMS as liquid adamantium is pumped
into her body. The metal filling her lungs, oozing out of her eyes and mouth.
Eerily, Yuriko stares straight at Logan, and her eyes suddenly change from the mindless, dilated color
they were, to a normal brown. Now free from Stryker’s control, she almost seems remorseful, apolo-
getic. So does Logan.

Yuriko clenches in pain, and as she falls back into the water, the adamantium cools and solidifies.
THUD. Her corpse sinks to the bottom of the tank.

Logan watches as the tank that once gave birth to him, becomes the sarcophagus for Stryker’s latest
creation.
INT. STRYKER’S BASE - CEREBRO - SAME TIME
The world map rotates, a thousand mutant-indicator red lights spinning inside it. The low throbbing
HUM gets FASTER and FASTER. There are MILLIONS of ghostly mutants floating around Xavier and
the Little Girl. They stretch on as far as the eye can see. . . unaware that Xavier has tapped into their
minds.
Suddenly, everything becomes very still. Xavier has found every mutant on the planet. The girl smiles.
A BURST OF LIGHT floods the map. This is the beginning. . .
ALL AT ONCE, every mutant drops, writhing in agony. We soar past millions of dying souls. . . finally
approaching a familiar looking couple. . .

QUICK DISSOLVE TO:

INT. STRYKER’S BASE - CORRIDOR - SAME TIME
Jean leans against Cyclops, limping through a hallway. She suddenly stops, her eyes wide with terror as
a CHORUS OF VOICES floods her mind.
CYCLOPS
Jean, what’s wrong?
JBAN GREY cterrified)
It’s Cerebro. . . we’re too late.
SHE SCREAMS AND COLLAPSES, holding her head. Cyclops bends down to pick her up when THE LOUD
THROB of Cerebro fills the room. He clutches his visor, trembling. . .
INT. STRYKER’S BASE - OUTSIDE CONTAINMENT HALL - SAME TIME
Artie follows closely behind Storm. Suddenly, the LOW THROBBING HUM echoes through the room.
Nightcrawler stops, dizzy. He turns to Storm. The throbbing gets LOUDER.
NIGHTCRAWLER
Storm...
He stares at Storm in shock. She looks dazed, clutching her head. She falls to the ground.
All around, the kids drop like flies — as the CEREBRO SIGNAL HITS THEM — the deep, resonant
DRONING in the background. Nightcrawler moves to help them, but falls to his knees. . .
INT. AUGMENTATION ROOM - SAME TIME
Logan dashes for the door Stryker exited through, but suddenly slows. . . struggling to take another
step. He collapses, clutching his head...
INT. STRYKER’S BASE - HALLWAY OUTSIDE CEREBRO —- CONTINUOUS
Magneto approaches the door to Cerebro. The THROBBING sound is DEAFENING. Mystique is on the
ground, writhing in pain.
MYSTIQUE
Wales, Gal aibhoain F.
She can barely control herself — SHIFTING INTO A HORRIBLE COMPILATION OF PEOPLE THAT SHE’S
COPIED IN HER LIFE. Magneto lifts a hand, We hear a loud GROANING — like the scratching of metal
on metal. Cerebro’s THROB slows.
INT. STRYKER’S BASE —- CEREBRO - SAME TIME
Xavier stares ahead, while 1435 sits behind him, keeping Xavier locked in the illusion. Above them, the
red lights are getting BRIGHTER. Millions of images of mutants float around them, all DYING. The nor-
mal, whispering voices in Cerebro build to a CHORUS OF SCREAMS.
INTERCUT WITH:
INT. STRYKER’S BASE —- CORRIDOR - SAME TIME
Jean and Cyclops lay on the ground in pain. Jean holds her head as millions of whispers and screams
overwhelm her mind.
INT. X-JET -SAME TIME
Rogue and Bobby are too weak to move — laying on the jet floor. Rogue is crying in pain. Bobby reaches
out and grabs her hand... and grasps her tightly, tears flowing from his eyes.
INT. STRYKER’S BASE - OUTSIDE CONTAINMENT HALL - SAME TIME
Storm is on the ground, her eyes white. The sound of CRACKLING THUNDER can be heard. Nightcrawler
and the children writhe in agony behind her.
EXT. MIDDLE OF THE WOODS - SAME TIME
Pyro lays on the ground, hyperventilating — the SNOW MELTS around him.
EXT. FOREST CLEARING - AFTERNOON
A heavy metal door opens and STRYKER emerges from the escape tunnel into bright daylight. He
trudges through the snow, climbing over a small hill.
WIDER as he reaches the edge of the forest and sees A DUAL ROTOR HELICOPTER sitting at the edge
of a lake.
INT. STRYKER’S BASE - HALLWAY OUTSIDE DARK CEREBRO
Magneto concentrates. His hand trembles. A MAGNETIC WAVE ripples through the corridor. He strains,
an ae
THE SOUND SUDDENLY STOPS. SILENCE.
CLOSE ON: Mystique’s face. Eyes wide, frozen — like a dead woman’s eyes. Suddenly SHE BLINKS...
and sits up.
INT. XAVIER’S MANSION - CEREBRO - THE ILLUSION
Xavier, in front of the Little Girl, suddenly looks up as CEREBRO SHUTS DOWN. He turns back to her,
confused.
XAVIER
That’s strange.
The girl looks around, agitated.
INT. STRYKER’S BASE - HALLWAY OUTSIDE DARK CEREBRO
Magneto waves his hand, the door opens.
INT. STRYKER’S BASE - DARK CEREBRO - CONTINUOUS
Magneto steps inside. He sees Xavier, still trapped in the illusion, with 143 sitting behind him.
MAGNETO
Hello, Charles.
INT. STRYKER’S BASE - CORRIDOR
Jean and Cyclops lay completely motionless — not breathing. Beat. Suddenly, Jean GASPS and sits up.
She looks over at Cyclops, who’s also slowly waking up.
INT. STRYKER’S BASE - OUTSIDE CONTAINMENT HALL
Storm and Nightcrawler slowly get to their feet.
STORM
Everybody okay?
INT. STRYKER’S BASE — DARK CEREBRO — SAME TIME
Magneto walks down the long platform, past 143. The mutant glares at Magneto, infuriated by the
intrusion. Magneto taps his helmet and smiles — you can’t come in here.
Magneto sees Xavier sitting in front of the Cerebro control panel, still comatose, still locked
in 143’s illusion.
MAGNETO
How does it look from there, Charles? Still fighting the good fight? From
here, it doesn’t look like they’re playing by your rules. . .
INT. XAVIER’S MANSION - CEREBRO - THE ILLUSION
Xavier looks around the room, as the sound of Magneto’s voice flows through the ether, barely audible.
The Little Girl is getting angry.
INT. STRYKER’S BASE - DARK CEREBRO - SAME TIME
MAGNETO
... Maybe it’s time to play by theirs.
Magneto raises his arms and gracefully levitates into the air. With a flick of his wrist, Cerebro begins to
RE-CONFIGURE. Ceiling panels, metal braces, tubes, and wires soar through the room in a swirl of metal
and movement.
Mystique watches from the doorway, smiling.
Magneto finishes and lowers himself back down to the platform. He turns and nods to Mystique. She
walks inside, and as she enters the room, Mystique TRANSFORMS into Stryker.
CLOSE ON: Xavier, still in the illusion, still comatose.
PUSH IN ON: Mutant 143. Mystique/Stryker approaches and bends down, carefully whispering in his ear:

226.X2
 MYSTIQUE/STRYKER
There’s been a change of plans...
Magneto watches as Mystique finishes whispering to 143, then stands up and transforms back into her
old self. Magneto turns and gently places a hand on Xavier’s shoulder.
MAGNETO
Goodbye, Charles.
Magneto and Mystique walk out, and with a slight wave, the door shuts.
PUSH IN Ol 143. He cocks his head slightly, GLARING at Xavier. The voice of the Little Girl echoes in
Xavier’s mind:
LITTLE GIRL/143
There’s been a change of plans.
PUSH IN ON XAVIER: He nods, closes his eyes, lifts up the helmet and places it on his head. Beat.
And then. ...
BILLIONS OF WHITE LIGHTS FLOOD THE GLOBE and holographic images of humans start to fill the
room. Each one representing the non-mutants of the world — the rest of humanity. . . and Cerebro’s
new targets.
EXT. HELIPAD - DAY
Stryker is in the midst of unchaining the helicopter from a series of posts — preparing it for flight.
INT. STRYKER’S BASE - CORRIDOR TO DARK CEREBRO
Storm, Nightcrawler, and the children approach the door to Dark Cerebro. They can hear the hum
building inside.
NIGHTCRAWLER
What is this?

STORM Cterrified)
Cerebro.

Suddenly, Jean and Cyclops come around the corner.

STORM (CONT’D)
Jean, what’s happening?
JEAN GREY (steps forward; concentrating)
The Professor is still inside. . . with another mutant. He’s trapped in
some kind of. . . illusion.
(beat)
Magneto’s reversed Cerebro. It isn’t targeting mutants any more.
STORM
So who’s it targeting now?
JEAN GREY (quiet; frightened)
Everyone else.
Cyclops steps back, getting ready to blast the door.
CYCLOPS
Alright, stand back.
JEAN GREY
Scott, No. Once the Professor is connected to Cerebro, opening the door
could kill him.
PUSH IN ON: Storm — as she looks at Jean’s broken leg. She turns to the children, to the X-Men. . .
then stares at Nightcrawler. He sees her, and knows what she’s thinking.
STORM
Kurt, I need you to take me in there. Now.
 CYCLOPS
Storm, who is this guy?
(to Nightcrawler)
Who are you?
NIGHTCRAWLER
I’m Kurt Wagner, but in the Munich Circus. .
Storm holds a hand up to his face, explaining:
STORM
He’s a teleporter.
NIGHTCRAWLER
I TOLD YOU. If I can’t see where I’m going...
Storm moves closer to Nightcrawler.
STORM
I have faith in you.
Beat. Nightcrawler looks into her eyes. He nods, wraps his arms around her.
JEAN GREY
Don’t believe anything you see in there.
Storm nods, closes her eyes.
CYCLOPS
If you’re not out in five minutes, I’m coming in after you.
NIGHTCRAWLER (whispering)
Our Father who art in Heaven, hallowed be thy name. Thy kingdom
come, thy will be done, on Earth. . .
BAMEF! They disappear.
INT. STRYKER’S BASE - DARK CEREBRO - STORM’S ILLUSION
BAMF! Storm and Nightcrawler reappear in DARK CEREBRO — the unactivated version. There is no
Cerebro helmet or console. No mutant 143. And no Xavier. Only the Little Girl, standing at the edge of
the platform.
It’s their own private illusion.
NIGHTCRAWLER (finishing the prayer)
.. aS it is in Heaven?
Gone are the loud sounds of the machine — the vibration we’ve felt all around. It’s quiet, peaceful.
Eerie.
The little girl stares at them, smiling.
LITTLE GIRL/143
Hello.
Beat.

LITTLE GIRL/143
What are you looking for?
STORM ccalling out)
Professor!
The girl smiles.
LITTLE GIRL/143
I’m sorry. . . he’s busy.
INT. XAVIER’S MANSION - CEREBRO - XAVIER’S ILLUSION
Inside the illusion, Storm’s voice is a whisper among millions. Xavier strains to listen.

XAVIER
Did you hear that?
The Little Girl, still standing next to Xavier in his own illusion, shakes her head “no.”

228 .X2
INT. STRYKER’S BASE - DARK CEREBRO —- STORM’S ILLUSION
STORM
Professor, can you hear me? You’re in an illusion.
(beat)
You have to stop Cerebro now.
The girl shakes her head, amused.
LITTLE GIRL/143
Who are you talking to?
INT. XAVIER’S MANSION - CEREBRO —- XAVIER’S ILLUSION
Xavier looks upward, as the whisper flows through the sky.
XAVIER
I hear them. . . but I can’t find them.

LITTLE GIRL/143 (firmly)

Then concentrate harder.

Xavier nods, AND CLOSES HIS EYES, concentrating.

INT. STRYKER’S BASE - DARK CEREBRO - STORM’S ILLUSION
THE LITTLE GIRL glares at them. Nightcrawler steps forward. Storm stops him.
STORM
Kurt, Don’t move.
NIGHTCRAWLER
But, she’s just a little girl.
STORM
No, she’s not.
The girl grins, eyes gleaming.
LITTLE GIRL/143
I’ve got my eyes on you.
EXT. FOREST CLEARING —- SAME TIME
Stryker removes the last chain anchoring the helicopter. He rounds the side. . .
SMASH! A fist comes crashing into his face — the sound of flesh and metal colliding. It’s LOGAN.
He violently yanks Stryker to the ground. Stryker grins, looks at him curiously. Blood runs from his
nose. He eyes nervously jet around.
STRYKER
Why did you come back?
LOGAN
You cut me open. . . You took my life...
STRYKER
You make it sound as though I stole something from you. As I
recall, it was you who volunteered for the procedure.
LOGAN
WHO AM I!?
STRYKER
You’re just a failed experiment.
(beat)
If you really knew about your past — what kind of person you
were. . . the work we did together. . .
(beat)
People don’t change, Wolverine. You were an animal then, and you’re an
animal now. I just gave you claws.
EXT. DAM BASIN - SAME TIME
RED WARNING LIGHTS flash. A SIREN blares.
INT. STRYKER’S BASE - GENERATOR ROOM
The CRACK is now gigantic — a loud RUMBLING starts to VIBRATE the giant tube. The sound is deafen-
ing. Suddenly, the crack RUPTURES, water begins to spray into the room. BOOM!
INT, STRYKER’S BASE - DARK CEREBRO - STORM’S ILLUSION
BOOM! Dark Cerebro is rocked by the explosion, causing Storm and Nightcrawler’s illusion to quickly
drop — revealing the huge WHITE LIGHTS and terrible sound — Xavier and Mutant 143. The Little Girl
fades for a moment. Storm catches a quick glimpse of what’s actually happening. Where 143 and the
Professor really are, just as —
The illusion quickly realigns itself into the peaceful calm of the inactive Dark Cerebro. The Little Girl
reappears, staring at them — angry.
EXT. FOREST CLEARING - SAME TIME
Logan hears the dam’s siren far in the distance.
LOGAN
What the hell is that? WHAT IS IT!?
STRYKER
The dam is ruptured. It’s going to release water into the spillway, trying
to relieve the pressure. . . but it’s too late. In a few minutes, we’ll all be
underwater.
Logan looks back at the escape tunnel.
STRYKER (CONT’D)
Still want answers? Come with me and I'll tell you everything. It’s too
late for your friends. . . they’re as good as dead. But you? You’re a sur-
vivor. .. always have been.
LOGAN
I thought I was just an animal.
SNIKT! He presses a claw against Stryker’s throat.
LOGAN CCONT’D)
With claws.

Logan presses his claws hard against StrykKer’s neck, barely able to hold himself back. . .
INT. STRYKER’S BASE - OUTSIDE DARK CEREBRO - SAME TIME
Jean stands outside the door to Dark Cerebro, waiting for Storm and Nightcrawler. The entire hall is
shaking — dust and small drops of water falling from the ceiling. Cyclops and the kids look up nervous-
ly, but Jean is calm, in a daze, as if hearing something in the distance. She closes her eyes.
JEAN GREY (quietly, to herself)
Logan. . .
EXT. FOREST CLEARING - SAME TIME
JEAN GREY CV.O.)
Logan. . . where are you?
Logan looks up, as if hearing her.
LOGAN cto himself)
Jean.

He looks back — torn between the key to his past, Stryker, and his future, the X-Men, who are still
trapped underground.

STRYKER
So what’s it going to be?
He decides.

LOGAN
If we die, you die.
SNIKT! His claws retract. Logan grabs a CHAIN and ties Stryker to the helicopter’s landing gear.
He races back to the tunnel.
 STRYKER
THERE ARE NO ANSWERS THAT WAY, WOLVERINE!
Beat. Stryker looks around, completely alone. Scared to death. He starts to tug at the chains, trying to
squeeze his hands free, when his hands begin to TREMBLE.
Beat. Stryker suddenly closes his eyes, as fear and pain wash over his face.
STRYKER CCONT’D)
Impossible. . .
He’s now feeling the effects of Dark Cerebro.
INT. XAVIER’S MANSION - CEREBRO - XAVIER’S ILLUSION
Xavier’s eyes are closed, immersed in 143’s illusion. He concentrates, not realizing what he’s doing.
INT. DRAKE HOUSE - RONNIE’S ROOM
Ronnie is sprawled on his bed, paralyzed. Eyes wide. THROUGH THE WINDOW, his father is on the
ground, the lawnmower still running next to him.
INT. WHITE HOUSE - TOUR ENTRYWAY - SAME TIME
CAMERA MOVES: Through the halls of the White House. All around us, people DROP TO THE GROUND,
clutching their heads — in agony.
INT. WHITE HOUSE - OVAL OFFICE - CONTINUOUS
The White House STAFF has collapsed in front of PRESIDENT MCKENNA, who has fallen to the
ground — All victims of Cerebro — All dying. . .
EXT. ROME - DAY
A HUGE OUTDOOR MASS. Thousands of people in the midst of prayer suddenly collapse.
EXT. FOREST CLEARING
STRYKER tugs at his chains, on the edge of death from the effects of Dark Cerebro, trying to stay
conscious. Then, he hears a voice...
MAGNETO
Mr. Stryker, it seems that we keep running into each other.
Stryker lifts his head up to see: MAGNETO and MYSTIQUE standing over him.
MAGNETO (CCONT’D)
Mark my words, it will never happen again.
Before Stryker can scream, WHIP! The chains tighten around his body, pulling him away...
INT. STRYKER’S BASE - DARK CEREBRO - STORM’S ILLUSION
The girl looks around the room, wearing a satisfied grin.
LITTLE GIRL/143
He’ll be finished soon. . . it’s almost over.

Storm turns to Nightcrawler. There’s no more time.

STORM
Kurt, it’s going to get very cold in here.
NIGHTCRAWLER
I’m not going anywhere.
PUSH IN ON: STORM, as her eyes go WHITE.
The little girl looks at her, confused. On the ground, Nightcrawler starts to SHIVER.
LITTLE GIRL/143
What are you doing?
INT. XAVIER’S MANSION - CEREBRO —- XAVIER’S ILLUSION
Xavier continues to work on the machine — next to him, the little girl looks around, agitated.
INT. STRYKER’S BASE - DARK CEREBRO - REALITY
Billions of white lights flood the map above us — the sound is deafening. The ghostly images of humans
are screaming in pain. 143 sits behind Xavier...
 .. and we can see his BREATH.
INT, STRYKER’S BASE - DARK CEREBRO - STORM’S ILLUSION
On the ground, Nightcrawler begins to violently shiver. Storm’s eyes continue to burn bright.
LITTLE GIRL/143
STOP IT!!!
Push in on: Nightcrawler, huddled on the ground.
INT. STRYKER’S BASE - DARK CEREBRO - REALITY
Push in on: 143, as his breath becomes heavy and white.
INT. XAVIER’S MANSION - CEREBRO - XAVIER’S ILLUSION
Behind Xavier, the little girl can’t take it anymore. She SCREAMS.
PUSH IN ON: XAVIER: As realization floods through his mind. He suddenly lifts up his head and opens
his eyes — blinks. Processing the information. He’s furious, deceived, and hurt.
XAVIER
Jason. .
LITTLE GIRL/143
NO!
The girl narrows her eyes — something is happening to her.
LITTLE GIRL/143 (CONT’D)
He’s going to be so angry at me...
SHE SCREAMS IN AGONY as the illusion finally MELTS away around her, to reveal:
INT. STRYKER’S BASE - DARK CEREBRO - REALITY
THE REAL DARK CEREBRO, which is brightly lit with the force of BILLIONS of pulsating WHITE LIGHTS.
Xawvier’s face is covered with FROST — behind him, where the little girl once stood, sits Mutant 143.
Storm and Nightcrawler look up at them — the terrible sound of Cerebro is louder than they can bear.
Xavier also looks up to see the lights and the horrifying images of dying humans. In an instant, Xavier
CLOSES HIS EYES and reaches up. He quickly removes the HELMET. The lights suddenly FADE. The
hum STOPS. Storm’s eyes go back to normal. Frost covers everything. Xavier turns towards Mutant
143, whose face is cold and emotionless. He moves forward, trying to reach out, when...
BOOM! The room is hit hard. They watch as plates and girders from the ceiling collapse all around 143,
blocking him from them. Xavier looks up. Another piece of debris falls, heading straight for them.
Nightcrawler sees it and — BAMF! BAMF! Both Xavier and Storm suddenly disappear in clouds of blue
smoke, just as the girders and plates smash into Xavier’s now empty chair.
INT. HELICOPTER —- COCKPIT - MOMENTS LATER
Magneto sits next to Mystique. She pushes a button and the propellers start to spin. They’re about to
lift off, when she glances outside. Magneto turns to match her gaze and sees:
EXT. FOREST - SAME TIME
A FIGURE standing alone, flicking a lighter: PYRO.
INT. HELICOPTER - COCKPIT - SAME TIME
Magneto looks at Mystique for advice. She has no answer. With a smile and a nod, Magneto extends an
invitation to Pyro.
EXT. FOREST - SAME TIME
THE RAMP lowers. Pyro hesitates, then puts the lighter back into his pocket, and walks towards the
helicopter.
MOMENTS LATER...
THE HELICOPTER TAKES OFF, FLYING HIGH INTO THE SKY. . . Magneto, Mystique, and Pyro — the new
Brotherhood.
INT. STRYKER’S BASE - MAIN CORRIDOR
Storm and Nightcrawler lead the way, carrying Xavier down the hallway. They’re followed by the kids
and Cyclops, who is helping Jean. They head towards the main exit, running into:

232 .X2
INT. STRYKER’S BASE —- LOADING BAY - CONTINUOUS
They run into the loading bay, debris and dust falling from the ceiling. The spillway tunnel doors are
wide open.
INT. STRYKER’S BASE - STAIRS TO AUGMENTATION LAB
Logan races back up the stairs and into the corridors, rushing to find the X-Men before they enter the
spillway tunnel.
INT. STRYKER’S BASE - LOADING BAY
The X-Men are heading for the exit when the sound of GRINDING METAL fills the room and the huge
spillway doors SLAM SHUT, just feet before they get out. They look at each other, terrified. Trapped.
They turn around to see LOGAN — his claws jammed into the door’s control switch. He yanks his claws
out. They look at him curiously. . why did you do that?
LOGAN
Trust me, you don’t want to go in there.
Beat. They turn back to look at the door, when. . .
BOOOOQOOOOM!!! Something like an earthquake rocks the room — it’s actually a FLOOD, and it SLAMS
against the other side of the door, filling the tunnel. The entire door shakes and shudders — high
pressure water sprays through the door seam.
SNIKT! The claws retract. They stare at him in awe.
LOGAN (CONT’D)
Come on. There’s another way out.
EXT. DAM - SAME TIME
MASSIVE CRACKS spread through the dam like spider webs. Chunks of concrete begin to fall away —
water gushing from the holes. The entire dam is about to collapse. . .
EXT. FOREST CLEARING - ON TOP OF THE HILL - MOMENTS LATER
THE X-MEN exit the tunnel, blasted by cold wind. Finally seeing the light of the sun — a brief moment
of relief for them all. Jean smiles and looks at Logan.
STORM
Logan?
Logan looks past her. His jaw drops. The helipad is empty.
Beat. Logan’s senses suddenly perk up. THE TREES begin to shake. Clumps of snow fall from the
branches. A faint RUMBLE echoes in the distance. It’s getting louder.
The group looks up to see A MASSIVE BLACK SHAPE FLYING OVER THE FOREST...
THE X-JET, awkwardly soaring overhead.
INT. X-JET —- COCKPIT - SAME TIME
A TERRIFIED ROGUE LOOKS OUT THE WINDSHIELD at the oncoming GROUND. She tries pushing on
the stick to land the jet, but pushes a little too hard and a little too quickly. IT DIVES.
EXT. FOREST CLEARING - SAME TIME
THE JET DROPS, SLAMS into the snow, tearing up the ground in front of it.

It finally comes to a stop fifty feet from the group, one wing jutting into the air. THE RAMP descends
awkwardly, revealing BOBBY.
Storm leads the way with Jean and Cyclops as they run for the jet. Nightcrawler takes Xavier from
Logan, wraps his arms around him, and BAMF!
Logan picks up Artie and is about to start running, when something catches his attention. Something in
the nearby woods. . . Logan steps toward the forest, and sees STRYKER tied to a tree with chains —
tied so tightly that his circulation is being cut off. He’s choking, bleeding from the nose, but wears a sick
grin. Logan approaches, still holding Artie.
STRYKER
Who has the answers, Wolverine? Those people? That creature you’re
holding in your arms?
Logan puts Artie down. Stryker grins, satisfied. But his smile quickly fades as Logan PULLS OFF HIS
DOG-TAG and throws it at Stryker’s feet.
LOGAN
T’ll take my chances with him.
Stryker watches, horrified, as Logan picks Artie back up and runs for the jet. As they leave, Artie glares
at Stryker and sticks out his FORKED TONGUE.
STRYKER
ONE DAY, SOMEONE WILL FINISH WHAT I’VE STARTED, WOLVERINE!
ONE DAY!
INT. X-JET - COCKPIT - MOMENTS LATER
Storm sits next to Rogue, who is still wide-eyed and shaken, holding on to the controls with white-
knuckled fear.
STORM
It’s okay. You can let go.
Rogue releases her grip and heads to the back of the jet.
Storm flicks switches, trying to power up the engines. They hum briefly but quickly die again. Rogue
turns to see Nightcrawler helping put Xavier into a seat. She smiles.
INT. X-JET - CARGO HOLD -SAME TIME
Cyclops and Jean enter the jet. On the way to the cockpit, she stops at a seat.
JEAN GREY
Go. I’ll be fine.
Cyclops nods and runs into the cockpit. Rogue looks around, worried — looking for Pyro.
ROGUE
Jean. . . have you seen John?
Jean concentrates, reaching out with her mind...
JEAN GREY
He’s with Magneto.
As she focuses, THE VOICES return, overwhelming her. . . and she senses something else in the
distance. . . the sound of water.
Logan runs up the ramp and hands Artie to Bobby. Logan passes by Jean. They stop — look at each
other. She smiles. He smiles back, entering the cockpit, where Storm and Cyclops are trying. . .
INT. X-JET - COCKPIT - CONTINUOUS
. . .to get the jet’s engines activated. Xavier’s mind seems to drift, as if sensing something.
XAVIER
Scott, we have to get to Washington.
(Cyclops looks at him)
I fear this has gone beyond Alkali Lake.
Storm is working the controls.
LOGAN
What’s wrong?
CYCLOPS
Vertical thrusters are offline.

LOGAN
So fix them.
CYCLOPS
I’m trying.
STORM
There’s not enough power.
BEHIND THEM, Jean Grey watches. Worried. She suddenly closes her eyes, turning towards the window,
still sensing something horrible happening outside. . .
EXT. DAM - SAME TIME
ANGLE DOWN THE SIDE OF THE DAM: A large chunk of the concrete CRACKS and SLIDES DOWN. A
BILLION GALLONS OF WATER erupt through the opening and crash into the forest.
INT. X-JET - SAME TIME
Jean Grey stares at Logan, Storm, and Cyclops in the cockpit. She turns back to see the kids, busy
strapping themselves into seats. Jean takes a quick glance out the window and starts to walk away
from her seat.
IN THE COCKPIT
Storm, Logan, and Cyclops frantically try to get the controls working. Behind them, Xavier stares out
the window.
XAVIER (quietly; to himself)
Jean...
Logan glances over his shoulder — Jean’s seat is empty.
LOGAN
Wait. Where is she?
XAVIER
She’s outside.
Cyclops runs for the ramp.
EXT. FOREST CLEARING - SAME TIME
Jean is outside, walking AWAY from the jet.
She glances back, and with a slight nod — BANG! She slams the ramp shut...
INT. X-JET - SAME TIME
. . locking Cyclops and the X-Men inside.
EXT. FOREST CLEARING - SAME TIME
A MASSIVE RUMBLING shakes the ground, but Jean doesn’t budge. She faces the forest ahead.
Determined. THE RUMBLING gets louder. A fierce wind begins to blast her. Jean braces herself just as
THE TIDAL WAVE COMES CRASHING THROUGH THE TREES, swallowing everything in its path...
Stryker stares at the oncoming water, and just as he opens his mouth to scream, it overtakes him,
rushing toward Jean and the jet.
Jean raises both of her arms and — THE WAVE SPLITS INTO TWO GIANT STREAMS slicing harmlessly
around the clearing. The water looms around her and the jet, pulsating, straining to collapse.
INT. X-JET - SAME TIME
BOOM! THE JET SHAKES as the X-Men feel the pressure of the water outside. Cyclops races back
into the cockpit in time to watch Jean hold the wave back — a crowd of X-Men and kids has already
gathered to watch.
EXT. FOREST CLEARING - SAME TIME
Jean strains, holding the water back with more power than she’s ever known. With one arm still raised
at the wave, she carefully raises her other hand at the jet, and...
INT. X-JET —- COCKPIT - SAME TIME
THE ENGINES ROAR.
CYCLOPS
STORM, WE CAN’T LEAVE! LOWER THE RAMP!
Storm stares as SWITCHES and DIALS flip by themselves. The FLIGHT CONTROLS pull back.
STORM
I can’t. .. She’s. . . controlling the jet.
Logan turns to Nightcrawler.
LOGAN
Go get her. NOW!
Nightcrawler closes his eyes, trying to teleport. BAMF! He disappears and suddenly reappears in the
same place. He opens his eyes in disbelief.
 NIGHTCRAWLER
She’s. . . not letting me.
And then, Xavier begins to speak. The others turn and stare at him.
XAVIER
I- I know what I’m doing. This. . .
EXT. FOREST CLEARING - SAME TIME
JEAN GREY
. .is the only way...
INT. X-JET —- COCKPIT - SAME TIME
Cyclops stares at Xavier, realizing. . . he’s channeling Jean. He grabs Xavier by the shoulders, shaking
his head, pleading.
CYCLOPS
Jean, please don’t do this.
XAVIER/JEAN GREY
. . .Goodbye.
CYCLOPS
NO!
EXT. FOREST CLEARING - SAME TIME
The full power of the wave is pushing down on Jean, but she stands strong — holding it back with one
hand as she manipulates the jet with the other. It rises high off the ground, thrusters flaring.
INT. X-JET - COCKPIT - SAME TIME
The X-Men watch, amazed and terrified, as they rise past the water. Logan and Cyclops futilely struggle
with the controls.
CYCLOPS (O.S.)
Oh Gods eNO:
EXT. FOREST CLEARING - SAME TIME
ANGLE ON: Jean, as her entire body pulsates with BRIGHT GOLDEN ENERGY — and instead of fearful,
her face is serene. And just as the jet rises past the wave’s crest. Jean Grey shuts her eyes, and lowers
her arms. . .AND THE WATER CRASHES DOWN.
INT. X-JET - SAME TIME
CYCLOPS SCREAMS — turns around and SLAMS into Logan.
CYCLOPS
NO! GO BACK!
All of the X-Men stare blankly, shocked, as the jet lifts high above the water. Cyclops tries to get to the
jet’s controls.
CYCLOPS (CONT’D)
GO BACK!
Logan restrains Cyclops — himself filled with a sense of loss that he’s never known.
LOGAN
She’s gone. . . she’s gone. .
Cyclops collapses to the floor.
EXT. HIGH ABOVE THE FOREST - SAME TIME
Water floods over the forest, destroying everything.
INT. X-JET - LATER
Nightcrawler thumbs his rosary, quietly praying to himself.
NIGHTCRAWLER (whispering)
The Lord is my Shepherd. I shall not want...
PAN ACROSS the devastated faces of the X-Men. Storm pilots the jet in a forlorn daze. The kids are
terrified and confused. Cyclops leans against Logan, crying.
 NIGHTCRAWLER CCONT’D)
.. .Yea, though I walk through the valley of the shadow of death, I will
fear no evil... for thou art with me.
Logan stares out the window at the raging waters below, barely holding back his own mix of emotions.
He looks closer to see:
THE WAVES FLOODING OVER THE RUINS OF THE BASE. . . washing it away with any remnant of his
past. But Logan seems to have something, or someone, more important on his mind...
EXT. AIRSPACE - DAY
The jet soars upward, disappearing into the clouds.
FADE OUT.
INT. WHITE HOUSE - MAIN CORRIDOR - DAY
President McKenna walks quickly down the main corridor, followed by CHIEF OF STAFF ABRAHMS. He’s
rehearsing a speech:
PRESIDENT MCKENNA
My Fellow Americans, in this time of adversity we are being offered a
moment, a moment to recognize a growing threat within our own popula-
tion, and take a unique role in the shape of human events. Today I’ve
been given an opportunity to shed light on recent occurrences, from the
attack that ended in this office, to the unexplained phenomenon that
swept the Earth, nearly annihilating our way of life.
(beat)
Do we like this word, annihilating?
ABRAHMS
Erasing, abolishing, destroying. . .
PRESIDENT MCKENNA
Destroying. Nearly destroying our way of life. It is my belief... it is our
belief that these actions. . . actions?
ABRAHMS
Actions.
PRESIDENT MCKENNA
.. .that these actions are not unconnected. I have in my possession, evi-
dence of an enemy born in our own schools. An enemy we must learn to
recognize in order to combat it. We are being offered an opportunity to
erase old rivalries, and face this common foe together.
A door opens to reveal:
INT. WHITE HOUSE - OVAL OFFICE —- CONTINUOUS
The Oval Office, lit for the speech. A SMALL CAMERA CREW is gathered in front of the desk. The people
in the room stand.
WHITE HOUSE STAFF
Good Morning, Mr. President. . .
PRESIDENT MCKENNA
Good Morning.
He sits down at his desk. The room settles.
CAMERAMAN
Mr. President, we’re live in five, four, three, two. . .
A RED LIGHT on the camera turns on.
PRESIDENT MCKENNA
My Fellow Americans. . .In this time of adversity we are being offered a
moment, a moment to recognize a growing threat within our own popula-
tion, and take a unique role in the shape of human events. Today I’ve
been given an opportunity to shed light on recent occurrences, from the
attack that ended in this office to the unexplained phenomenon that
swept the Earth, nearly destroying —
ZZZAAAPPP!!! The television monitors go to STATIC. The camera turns off. Confused, the President looks
around.
PRESIDENT MCKENNA (CONT’D)
Are we still live?
THROUGH THE WINDOW, LIGHTNING and THUNDER rumble through the sky. SHEETS OF RAIN strike
the window.
PULL BACK TO REVEAL: Every person in the Oval Office is frozen in place. Toward the back, almost sil-
houetted among the shadows, are a group of familiar figures: THE X-MEN. Xavier. Cyclops. Logan. Iceman.
Storm. . . and finally, Rogue. All of them in uniform, staring at the President. Storm’s eyes burn white.
XAVIER
Good morning, Mr. President.
Professor Xavier moves into the light.
XAVIER (CONT’D)
Please don’t be alarmed, we’re not here to harm anyone.
The President spots NIGHTCRAWLER crouched near the fireplace and stands up, infuriated.
PRESIDENT MCKENNA
Who are you people?
XAVIER
We’re Mutants. My name is Charles Xavier. Please sit down.
PRESIDENT MCKENNA
I’d rather stand.
Xavier nods.
XAVIER
Rogue.
ROGUE approaches and places a file folder on the desk.
XAVIER (CONT’D)
These files are taken from the private offices of William Stryker.
McKenna hesitantly opens the files.
PRESIDENT MCKENNA
How did you get these?
XAVIER
Let’s just say I know a little girl who can walk through walls.
McKenna, sits, looks at the files.
PRESIDENT MCKENNA
I’ve never seen this information.
XAVIER
I know.

PRESIDENT MCKENNA
Then you also know I don’t respond well to threats.
XAVIER
This isn’t a threat, Mr. President. This is an opportunity.
There are forces in this world, mutant and human alike, who believe
that a war is coming. You’ll see from those files that some have already
tried to start one. And there have been casualties. Losses on both sides.
McKenna continues to look at the files.

XAVIER (CONT’D)
What you were about to tell the world is true. We do have a moment.
A moment to repeat the mistakes of the past. . .
Xavier looks at Logan.
XAVIER (CONT’D)
.. .or work together towards a better future.
McKenna looks around — at the frozen people — at the X-MEN.
XAVIER (CONT’D)
We are here to stay, Mr. President. The next move is yours.
The President looks at the files Xavier just gave him.
THUNDER AND LIGHTING crash. A wind fills the room, and the lights go dark for a moment. It’s quiet. Beat.
CAMERA MAN Qwhispering)
Mr. President?
As if waking from a dream, the President finally looks up. The camera crew and White House staff
are staring at him, patiently waiting for him to continue his speech. The X-Men are gone, leaving no
evidence behind other than the folder in McKenna’s hands.
EXT. XAVIER’S MANSION - DAY
A sweeping panoramic shot of the mansion. It’s a beautiful spring day. Groups of students once again
mingle on the lawn.
INT. XAVIER’S MANSION - XAVIER’S OFFICE - DAY
Cyclops stands by an open window, staring out at the horizon. He seems lost in thought.
CYCLOPS
Do you think we should have done more?
Xavier is at his desk preparing a lesson, while Logan sits on a couch smoking a cigar. Xavier doesn’t
answer.
LOGAN
He’s right. You could’ve just made up the president’s mind for him.
XAVIER
That would get us nowhere. Lasting change will only come from people
making up their own minds.
Cyclops turns around.
CYCLOPS
I meant for Jean.
Xavier sighs deeply. Logan hangs his head. The Professor looks as if he’s about to say something. No
doubt something profound and wise, when —
JONES (O.S.)
Mr. Cyclops?
Flea, Jones, and a few other young students stand in the doorway, looking impatient and eager.
FLEA
Can we have class outside today?
Xavier looks at Cyclops, who can’t help but grin. He joins them at the door.
CYCLOPS
Sure. Come on, guys.
But the kids don’t leave just yet.
FLEA
Professor Logan?
Logan hesitates for a moment, acting as if he’s caught off guard, then nods and joins Cyclops and the kids.
LOGAN
What are we doing today?
JONES (O.S.)
Watercolors!

X2.239
On his way out, he glances back at Xavier and grimaces. Xavier smiles proudly.
INT. XAVIER’S MANSION - HALLWAY - SAME TIME
Logan catches up to Cyclops.
LOGAN
Hey.
Cyclops stops, letting the kids run ahead. Logan is trying to think of something to say, not very
good at this. Finally...
LOGAN (CONT’D)
Just so you know... Jean... she...
(beat)
It was always you.
Beat. Cyclops nods in appreciation.
CYCLOPS
Thank you.
They join their students and walk off together.
INT. XAVIER’S MANSION - XAVIER’S OFFICE - MOMENTS LATER
More students file into Xavier’s office for their lesson — Siryn, Colossus, and Jubilee. Just as they
sit in front of Xavier’s desk, a gentle breeze blows through the open window, and for a moment the
sun seems to glow brighter. . warmer. And with that, Xavier turns and looks out at the horizon.
He seems to see or. . . feel. . . something. The students are puzzled.
SIRYN (O.S.)
Professor?
Xavier is still staring out the window, a sense of awe washing over him.
SIRYN (CONT’D)
Is everything okay?
He looks back at his students. Smiles.
XAVIER
Yes. I think it will be.
As we push into his face...
DISSOLVE TO:
EXT. ALKALI LAKE - SPRING MORNING
We’re soaring over a series of majestic mountain ranges, now covered in green springtime life. Then,
as we pass over the crest of one last mountain, flying into an immense valley, we hear it. HER voice:
JEAN GREY CV.O.)
Mutation. It is the key to our evolution.
THE VALLEY has been filled in by a huge body of water— Alkali Lake. YOUNG TREES poke through
the surface. The ruins of the dam are overgrown with nature.
JEAN GREY CV.0.) (CCONT’D)
It has enabled us to evolve from a single-celled organism into the
dominant species on the planet. This process is slow, normally tak-
ing thousands and thousands of years. . .
Deep under the surface, the lake begins to glow with an ethereal GOLDEN SHIMMER, as if lit from a
fire within...

JEAN GREY CV.0.) (CCONT’D)

But every few hundred millennia, evolution leaps forward.
The light grows BRIGHTER, building in intensity and power, and just as it looks like something is
about to break the surface. .
CUT TO BLACK.
THE END.
 The following pages highlight unique conceptual drawings,
visual effects plates, and still images from the first X-Men film.

Vv

,
The Art of X1 =
 ~~

Logan X-rays designed by William Cameron, Gamma Studios oe eee

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(Continued from front flap)

with special commentary from production —

designer Guy H. Dyas; sections on the charac-
ters, including Professor X, Wolverine, Jean

Grey, Cyclops, Rogue, Storm, Pyro, Magneto,

Mystique, Mutant 143, and Lady Deathstrike;

an article about Bryan Singer; and the com-

plete cast and crew credits.
Exclusive to this Collector’s Edition is a

vibrant 8-page gatefold of Nightcrawler circus

posters, featured in print only in this book;
the complete script of the film; and a 16-page
color insert of concept art and stills from the
first X-Men film.
For fans of the X-Men, this book is a rare
treat—a true companion to the film and an

invaluable collector’s item.

BRYAN SINGER directed and co-produced

both X-Men films. He previously directed
Apt Pupil and The Usual Suspects.

GUY H. DYAS was the production designer

on X2. He served as the concept designer

on numerous films, including The Matrix:

Reloaded, Planet of the Apes, Pearl Harbor,

Armageddon, and Men in Black.

Jacket design by Timothy Shaner

Jacket artwork and photographs from X2 © 2003 Twentieth

Century Fox. All rights reserved.

X-Men character likenesses TM and © 2003 Marvel

Characters, Inc. All rights reserved.

; | NEWMARKET Press © New YORK

WWW.NEWMARKETPRESS.COM
 RASENTIEREW: eR
Ose MAcHTSCHLOCE

ANDERNAC
SA. 15 & 17 UHR — SO. 14 & 20 UHR

Exclusive to this Collector’s Edition, with 375 color illustrations:

the complete X2 script, an 8-page gatefold of Nightcrawler
posters, and a 16-page section on the art of the first X-Men film.

—“s Fig, : ss

ee

ISBN 1-55704-S5a84-4
54000
~

| NEWMARKET Press ¢ NEw YorK

ee WWW.NEWMARKETPRESS.COM PP S155 (8045843 |