FANS MiST THE X-MEN MOVIE (transcript)
Legal stuff: Twentieth Century Fox has the power to remove this page simply by dramatically clearing its throat.

Note to new readers: this viewing features characters from the online comic, FANS. You don't need to know the characters to enjoy yourself here... but this comic is very cool and you should read it.

Note to older readers: viewing occurs not long after the first storyline, when Will and Katherine broke up.

This time, we'll begin in the theater, before the movie starts...

[Movie previews, then that little Pepsi ad with the girl and the dubbed voices.]

TIM: Ya think the li'l Pepsi girl's a mutant?
WILL: I hope not. Then I'd have to stop hating her.
KATHERINE: Oh, I'm sure YOU can find a reason to hate anybody, real or imagined.
WILL: Shut up.
KATHERINE: Look, can we just... forget the ugly stuff for a couple of hours and heckle like we used to?
WILL (sighing): Sure.
WILL (to Tim): Bet you I'm way funnier than she is.

[Twentieth Century Fox logo. When it fades, the X is the last letter that fades.]

VOICE FROM THREE ROWS BACK: But it's the 21st century!
WILL: Listen, idiot--
KATHERINE: The zero hadn't been introduced to Europe--
TIM: Let it go, guys. It's trivia. (smirks)

Lots of graphics, indicating the mutation of a human cell, and maybe some other stuff. Hard to tell, really.

XAVIER (V.O.): Mutation. It is the key to our evolution. It has allowed us to evolve from a single-celled organism to the dominant species on this planet. This process is slow, normally taking thousands of years. But every few hundred millenia, evolution leaps forward.

TIM: Then it leaps sideways.
KATHERINE: God does not play hopscotch with the universe.


Brief spotlight on a giant metal X.

WILL: What's the letter chi have to do with this?


UP ON the door of a weathered tower as a German soldier steps into frame wearing that familiar gray of that era.


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

KATHERINE: You know, making jokes here would probably be tasteless.
TIM (clutching head): Must think of something... anything...


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

He stares at the metal wire with an unusual fascination. Behind it, a Jew works diligently.

The boy travels with HIS WORRIED PARENTS.

The corridor comes to a junction where it splits in two.

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

The mother struggles to reach her child, but she is forced back. Her husband puts a hand over her mouth to silence her.

KATHERINE: Are you sure we didn't walk into Schindler's List?
WILL: Those opening credits...
KATHERINE: Maybe they were another preview. It's getting harder and harder to tell.

The boy hesitates at first, then runs toward her. Soldiers converge to stop him as he is separated from her by a gate of barbed wire so dense, it resembles wool.

The boy screams, louder and louder. The soldiers seem to be having a hard time carrying such a frail child. The farther they get from the fence, the heavier he seems to get, until they are literally pulling him as though he were anchored to something.

WILL: I love these zany, escapist superhero flicks.

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

The fence is bowing towards them like iron filings to a magnet, and several of the strands of barbed wire have given way. The boy keeps screaming... the wires keep straining...

KATHERINE: The violins keep thrumming...

Finally, one of the soldiers uses a rifle-butt and brains the boy violently. He falls to the ground, rain on his face.

KATHERINE: Those horrid Nazis. Why can't they just brain him gently, like compassionate conservatives?


TITLES: Meridian, Mississippi: The not too distant future

WILL AND TIM (singing): In the not too distant future... in the deep deep deep deep South... we learned about the dangers... of kissing open-mouth...
TIM: Do ya think we have too much free time?


A mother is playing on a piano.


The mother's child, MARIE, is tracing a line on a map of North America. Her boyfriend, DAVID, relaxes on her bed.

MARIE: Niagara Falls... up near Alaska... and then it's about 300 miles to Anchorage.

KATHERINE: "An' Ah don't wanna get anchored down away from Anchorage."

DAVID: Won't it be kinda cold?

MARIE: Of course it will, stupid. That's what makes it an adventure.

DAVID: So when are you going to do this?

WILL: "About fifteen minutes."
KATHERINE: No fair. You've seen this movie already.

Marie settles back on the bed.

MARIE: I don't know. After high school, before college...

KATHERINE: "Whut's that season called again? It rhymes with 'bummer...'"

Their faces hover near each other for a moment. Finally, they kiss, gently, sweetly. It's their first kiss.

At least, it starts out gentle and sweet. But suddenly David's eyes go wide with shock, and lines of age appear on his face.

TIM: There David goes again, scarin' the neighbors with his mutant ability to become a twitchin' coma victim.


The mother's piano playing is interrupted by a sharp scream. She and her husband run upstairs to find...


David is on the bed, twitching and convulsing. Marie, horrified, stands up against the wall.

WILL: Remember kids, this can happen to you. Sex is evil.

FATHER: David?!

KATHERINE: Is it me, or is every fourth boyfriend named "David?"

MARIE: I don't know what happened to him... I just touched him... I didn't mean to...

TIM: "Leave 'im alive? Marie, we toldja 'bout this sort a thing with the last one! Ya gotta leave no witnesses!"

Her mother walks toward her, offering comforting words...

WILL: "It's all right, honey. We'll just sell you to the circus."


FATHER: Call an ambulance.

TIM: "Hey, ambulance!"

MARIE: Don't touch me...

KATHERINE: Well, calling an ambulance and touching you aren't mutually exclusive.


DR. JEAN GREY, a strong, attractive woman in her early 30's, addresses the committee. This is an open hearing; behind the committee members are ordinary Washingtonians. An image of the human genome is closing down behind her. She's concluding a talk about what mutants are and how they came to be.

KATHERINE: Does my heart good to see this problem being addressed by a representative sample of white, upper-class, straight Washingtonians.

GREY: We are witnesses a new stage in human evolution. The mutations appear during puberty, and are often triggered during periods of high emotional stress.

WILL: "I advise lithium."

A MICROPHONED VOICE interrupts. Bearing down is the flamboyant SENATOR ROBERT KELLY, a conservative from Florida, and the hearing's Chairman. Just behind him sits his aide HENRY GYRICH - mid 30's, typical government cog.

WILL: Ugh, Gyrich. Man positively RUINED the Avengers and here he is at it again.
KATHERINE: You do know that I don't get the reference, right?
WILL: Excluding you was the point, yes.

KELLY: Thank you Miss Grey, very educational. But it missed the question that is the focus of this hearing. Three words: are mutants dangerous?

KATHERINE: "Only if you tick us off by addressing us in smarmy tones of voice. Oh, did I say that out loud?"

GREY: I'm afraid, that's an unfair question, Senator. After all, the wrong person behind the wheel of a car is dangerous.

KATHERINE: "And we want our God-given RIGHT to warp your minds and control your weather without you knowing about it!"

KELLY: Well, we license people to drive.

GREY: Yes, but not to live.

WILL: Of course we do. George Bush revoked 26 living licenses in Texas this year.

GREY: Senator, the records clearly show that mutants who have chosen to revealed themselves to the public have been widely regarded with fear and suspicion, even violence.

TIM: Whoa... is there gonna be MORE VIOLENCE in this movie? [gets up to go]

Murmurs of dissent. Kelly himself is only listening with half an ear. Gyrich passes some information into his hand that he's obviously happy to get.

GREY: It is because of this violence that I urge you all to vote against mutant registration. Forcing mutants to expose themselves will only--

TIM: "Gross people out."

KELLY (rising): "Expose themselves?" What is it the mutant community has to hide?

KATHERINE: "Our plans for world domination and our fetish for black leather."

GREY: I didn't say they were hiding--

KELLY: Well, let me show you what is being hidden, Miss Grey.

TIM: That's okay, she doesn't need to see yer %^&*-- ahhh, too late. Senators.

He takes out a paper, beginning to work the crowd.

GREY: Senat--

KELLY: I have here records of mutants living in the United States. Here's a girl in Illinois who can walk through walls. What's to stop her from walking into a bank vault? Or into the White House? Or into their houses?--

WILL: Their tacky decor.

KELLY: And I have even heard, Miss Grey, that there are mutants so powerful that they can enter our minds and control our thoughts...

TIM: Which, as ya know, is a right reserved for the Thought Police.
KATHERINE: And Madison Avenue.
WILL: Same difference.

As Kelly continues to talk, we pan over to PROFESSOR CHARLES XAVIER, an older, bald man who nevertheless has a powerful presence. The listeners around him cheer Kelly on. He looks deeply troubled by the response Kelly is getting.

KELLY: Taking away our God-given free will.

KATHERINE: "And making us act like little more than stereotypical mouthpieces for an opposing viewpoint."
WILL: "...And... so we should trust them completely!"

KELLY: I think the American people have a write to decide if they want to send their children to school with mutants. To be taught by mutants. Ladies and gentlemen, the truth is that mutants are very real. And they are among us. We must know who they are, and most importantly, we must know what they can do!

TIM: "And make them stop screwin' up the curve!"
KATHERINE: Where's the racism here? He's NOT talking concentration camps, mandatory sedation, or even outlawing the USE of mutant powers! All he's proposing is that--
WILL: That they wear yellow stars? What Hitler did in the beginning wasn't so horrible either.
KATHERINE: If ORDINARY PEOPLE can walk through walls and level skyscrapers... Hell, you KNOW what ordinary people are like! You have to take steps to keep the world from spinning out of control--
WILL: Yeah. You like control. Don't you?

The crowd reacts loudly in support of the Senator. One man in a hat and trenchcoat gets up and leaves. Xavier notices him and seems to recognize him.


XAVIER is behind the man in the trenchcoat, who is storming out. Xavier stops him with a word.

TIM: "Halt!"
WILL: "Freeze!"
KATHERINE: "Lemonade!"

XAVIER: Erik. What are you doing here?

WILL: "Looking cool."

The man is ERIK LANSHERR, also known as MAGNETO. He was once the boy in the concentration camp. Now he is an old man, but like Xavier, he has a powerful presence.

ERIK: Why do you ask questions to which you already know the answers?

WILL: "You know the answer to that."

XAVIER: Don't give up on them, Erik.

ERIK: What would you have me do, Charles? I've heard these arguments before.

TIM: "I'd have ya do the Hustle. Dance the world's problems away."
WILL: "I'd like to teach the world to sing..."

XAVIER: That was a long time ago. Mankind has evolved since then.

ERIK: Yes... Into us.

Xavier looks sad, but also looks like something else... as if he's looking inside Erik's mind. Erik seems to notice this, and taps his own forehead.

TIM: Knock, knock!

ERIK: Are you sneaking around in there, Charles? Whatever are you looking for?

KATHERINE: "My car keys."

XAVIER: I'm looking for hope.

WILL: "Parietal lobe, third door on the right."

Erik turns and gives Xavier a warm smile.

ERIK: I will give you hope, old friend. And I ask only one thing in return. Don't get in my way.

KATHERINE: Well, actually, that covers a lot of ground... it's kind of like wishing for more wishes...

Erik turns on his heel and strides out, leaving Xavier more troubled than ever.

ERIK: We are the future, Charles, not them. They no longer matter.

TIM: "They just energy."



KATHERINE: "Gateway to Saskatchewan."
TIM: Where movies with measly $75 million budgets go ta get filmed.

The borders of Canadian civilization. A large bar and wilderness. A big rig stops near the bar. The DRIVER gets out, then lets Marie out. Marie now goes by the name ROGUE.

DRIVER: This is it.

ROGUE: Where are we? I thought you said you'd take me as far as Lotham City.

DRIVER: This is Lotham City.

WILL: "Oh! No, I meant GOTHAM City!"

Driver turns his back on Rogue and leaves.

WILL: "That's not too far out of your way, is it?"


Rogue makes her way in. At the center of the bar, and the center of everyone's attention, there's a fighting cage. Inside, there is an ANNOUNCER, and a fighter known as WOLVERINE. We will come to know him as LOGAN.

TIM: Man, these topless go-go dancers just get more an' more exotic.

Logan leans against the cage. He appears to have taken a pretty bad beating already, but he blows thick cigar smoke through the bars. The crowd is booing him, and the announcer works them up.

ANNOUNCER: Ladies and gentlemen, in all my years I have never seen anything like this. Are you going to let this man walk away with your money?

KATHERINE: "Who cares? It's only Canadian money anyway!"

Many people shout at that. One tough-looking man, STU, rises up and enters the cage. This is clearly not Stu's first fight, and he clearly expects to win.

As Stu gets ready, the announcer leans in and whispers to him.

TIM: "Now Don King sez ya get three free hits, then drop."

ANNOUNCER: Whatever you do, don't hit him in the balls.

KATHERINE: "They're made of metal... or maybe that's his tongue... I can't keep it all straight."

STU: You said anything goes.

ANNOUNCER: Yeah, but... he'll take it personal.

TIM: "'Sides, he an' I have a date."

Stu is not impressed. He walks up behind Logan's back and hits him. A second and third blow drop Logan, and Stu kicks him while he's down.

Logan gets up in time to see Stu's next punch coming. His knuckles collide with Stu's.

TIM: "Why don't we just settle this with a nice, civilized game of knuckle wrasslin'?"

There's a metallic clang. Stu's fist is in agony. Logan follows up with a punch of his own, then a head-butt. More sounds like metal on bone. Stu goes down and stays there. Crowd boos viciously.

WILL: "I paid for twelve rounds and I want to see twelve rounds!"

ANNOUNCER: Ladies and gentlemen, the winner for tonight and still king of the cage... the Wolverine.

KATHERINE: "I'm only a king... in a gilded cage..."

Rogue watches, fascinated.

TIM: "Ooo. He's so rugged..."


Later. Rogue sits by the bar and the BARTENDER. Business is quiet. In the background, the TV is playing.

TV: Once the welcoming point to thousands of immigrants, Ellis Island is opening its doors once again, this time for...

WILL: ...people fleeing the United States.
TIM: ...keggers.
KATHERINE: ...lots of delegates with not much security who have painted little targets on their chests.

TV goes on about the world's largest-ever summit, including leaders from over 200 nations.

WILL: But not Lithuania, because they're jerks.
TIM: My grandma's from Lithuania.
WILL: I know.

Rogue looks hard at a jar labeled, "TIPPING IS NOT JUST A CITY IN CHINA." The bartender notices.

KATHERINE: It's also the official sport of North Carolina.

BARTENDER: You gonna try something new tonight, honey? Or are you sticking with water?

TIM: "No, I'm stickin' with glue! Hyukyuk!"

Bartender moves the jar out of her reach.

LOGAN enters and sits at the bar.

TIM: See, this guy with a metal skeleton walks into a bar an' says...

LOGAN: I'll have a beer.

KATHERINE: Please, please don't have Logan start talking like the Pepsi girl.

Logan nurses his beer. Rogue stares at him. When he looks at her, she quickly looks away.

TIM: Will they... or won't they?

Stu and a buddy of his, RICH, come up behind Logan. Logan does not make eye contact. Rich tries to pull Stu away.

STU: You owe me some money.

RICH: C'mon, Stu, let's not do this.

STU: No man takes a beating like that without a mark to show for it.

KATHERINE: "I made a lot of Canadian dollars for that, I'm sure they add up to at least one mark."

RICH: C'mon, buddy, this ain't gonna work.

STU (whispering): I know what you are.

TIM: "Yer Australian, damn ya! AUSTRALIAN!"

LOGAN: You lost your money; you keep this up, you'll lose somethin' else.

TIM: "Yer inhibitions. Kissy, kissy."

RICH: C'mon, man.

For a moment, it looks like Stu has let Rich and Logan persuade him to let it go. He walks away... then walks back with a switchblade in hand.

ROGUE: Look out!

WILL: "He's got a knife!"
WILL (again): "That's not a knife... this is a..." No, wait. That doesn't work.

Faster than it can be told, Logan slams Stu up against the wall. Two metal claws have emerged from Logan's knuckles on either side of Stu's neck. A third begins to extend between the first two, and stops just short of slashing Stu's Adam's apple. Stu wisely keeps still.

A gun presses against Logan's temple.

The bartender has trained a shotgun on Logan's head.

KATHERINE: "Tipping is not just a city in China, pal."

BARTENDER: Get out of my bar, freak!

TIM: What's a barfreak?
WILL: "He's a superfreak..."

Logan looks at him for an instant, then, in one quick motion, extends three claws from his other hand and uses them to cut through the metal of the gun like a hot knife through butter.

KATHERINE: "You heard me, freak! Stop bothering my nice metal-clawed customers!"

Logan looks from Stu to the bartender for a moment, growls, then retracts his claws and quietly walks out.

Rogue follows.

TIM: "Oooh, I bet he's 'rough trade.'"


Logan goes to his truck. The truck is hitched to a trailer that carries a load of firewood under a tarp. Logan checks the tarp, then gets in.

WILL: He really should upgrade his engine from wood-burning to coal-burning.


Logan hasn't been driving long before he notices the trailer doesn't sound like it should.

KATHERINE: Sounds like... a plot twist.


Logan stops the truck, gets out, and pokes the tarp. It feels soft. He tears off the tarp to reveal Rogue huddled underneath.


LOGAN: What the hell are you doin'?

ROGUE: I'm sorry. I needed a ride. I thought you might help me.

WILL: I mean, what with your friendly disposition and all.

LOGAN: Get out of there.

Rogue shuffles out.

ROGUE: Where'm I s'posed to go?

TIM: Then he unzips an' says, "Inta here."

LOGAN: I don't know.

WILL: "I hear Mississippi's nice this time of year."

ROGUE: You don't know, or you don't care?

LOGAN: Pick one.

KATHERINE: "Ah... Ah... Ah cain't decide!" (sobs)

Logan begins to get back in the truck.

ROGUE: I saved your life.

LOGAN: No, you didn't.

Logan gets back in, and begins to drive off. He gets about twenty feet before his conscience catches up with him. He stops and Rogue runs toward the truck.

TIM: Now he drives it another twenty feet an' stops again.

ROGUE (V.O.): You don't have anything to eat, do you?

TIM: "Here's a racoon I found by the side of the road."


Logan pulls some small nabs out of the glove compartment. Rogue devours them.

ROGUE: I'm Rogue.

TIM: "...Squadron Leader. My X-wing ran outta gas. Couldja give me a lift to Yavin?"

She gets a closer look at Logan. A single, silver dog tag hangs from his neck from a battered chain.

ROGUE: Were you in the army? Doesn't that mean you were in the army?

KATHERINE: "Or the K-9 Corps?"

Logan glares at her and pulls the tag inside his shirt.

TIM: Now point ta his hair an' say, "Were you at a hairstylist? Doesn't that mean you were at a hairstylist?" an' watch him pull THAT inside his shirt.

Rogue has a look at the back of the truck. It's extremely spare sleeping quarters and not much else.

TIM: Gettin' ideas.


LOGAN: What?

ROGUE: Suddenly my life doesn't look that bad.

LOGAN: Hey, if you prefer the road--

KATHERINE: I always knew the homeless really WANTED to be homeless. Just like that "Politically Incorrect" guy said.

ROGUE: No, no.


ROGUE: It looks great. It looks cozy.

TIM: Okay, am I wrong here? Am I bein' my usual optimistic self an' grabbin' at straws, or does she really want this guy?
WILL: ...
TIM: Well?
WILL: ...Hey, look over there. Is that a Sasquatch cameo appearance?

Logan sees that Rogue is rubbing her hands together to keep warm. He turns on the heater and snatches Rogue's hand, almost touching her bare skin.

LOGAN: Put your hands over the heater.

Rogue squirms. Logan lets her go.

LOGAN: Look, I'm not gonna hurt you.

TIM: "...Oh, shoot. Ah was hopin'..."

ROGUE: It's nothing personal. It's just... when people touch my skin... something happens.

LOGAN: What?

TIM: "Pull over an' I'll show ya."

ROGUE: I don't know. They just get hurt.

LOGAN: Fair enough.

KATHERINE: "But it's NOT fair! NOT FAIIIIR! I'm *sniff* a MUTANT, and the whole world HATES and FEARS and HOCKS LUGEYS on me!"
WILL: That's amazing. You sound JUST LIKE the comic books.
KATHERINE: Flip through one, you get the gist.

Rogue looks at Logan's knuckles.

ROGUE: When they come out... does it hurt?

TIM: [starts to say something, but Will clamps a hand over his mouth]

LOGAN: Every time. ...What kind of a name is Rogue?

TIM: "Mah grandmother's name was Rogue!"

ROGUE: I don't know. What kind of a name is Wolverine?

WILL: "MY grandmother's name was Wolverine!"

LOGAN: My name's Logan.

KATHERINE: "What kind of a name is Logan?"

ROGUE: Marie.

ROGUE: You know, you should wear a seatbelt.

LOGAN: Look, I don't need any advice--


A tree falls directly into the road, smashing into Logan's truck and throwing him through the windshield. Logan lands face down, some distance away.

KATHERINE: Oo! Oo! The moral!

Marie gets over her shock, then struggles, realizing she's stuck.

Something ignites in the back of the truck, not far from the gas tanks.

TIM: "Not my still!"
KATHERINE: Keep all flammables as close to the gas tanks as dramatically necessary.

Logan gets up and begins walking back to the truck. There's a gash on his face... but as we watch, it heals before our very eyes. For a moment, Marie forgets the danger as she watches this, fascinated once again.

TIM: "Can he do that with the clap too?"

LOGAN: Are you all right?

ROGUE: I'm stuck!

TIM: Y'know, taken outta context...
KATHERINE: E... nough.

Logan moves around the tree. He's about to step over it to the passenger door and get her out, when...

He stops. He sniffs the air.

KATHERINE: Fee fi fo fum...
TIM: I smell the blood of a non-Australian-pretendin'-ta-be-Canadian-man.

KATHERINE: Sure. As soon as the new millenium starts.

He extends one hand's claws, staring into the wilderness...

...And out of the wilderness charges SABRETOOTH, a mutant almost more animal than man. He tackles Logan. They debate the literary merits of Charlotte and Emily Bronte. No, seriously, he prety much whups Logan's furry hinder with a tree trunk.

WILL: Boy, the actor who plays Sabretooth really has come a long way from his wrestling days.

Wolverine's limp body crashes down on top of his truck's hood. Rogue screams. Wolverine's claws retract; he's unconscious.

The flames continue to grow. Rogue still can't get up.

WILL (singing): "How can we dance while the beds are burnin'?"

Sabretooth is about to move in on them both when he notices the wind and snow pick up. As Sabretooth notices two individuals behind him, the wind and snow begin to concentrate, aiming themselves at him like a weapon. They begin to push him back.

TIM: A snow job!

A closer look tells us it is a man and a woman. They wear strange uniforms of form-fitting material - the man wears a reflective visor that hides his eyes. The woman's face is bare, revealing dark skin, eyes with no pupils and unusual white hair.

KATHERINE: "Are we beating them? I have no pupils! I can't see a thing!"
WILL: "Did somebody say something? I have my visor on!"

The man touches a knob on his visor. A brilliant red laser beam blasts forth.

Sabretooth leaps away from it and escapes.

KATHERINE: "COHERENT LIGHT! The one thing that I, part of an incoherent plot, must FEAR!"

The man opens the passenger door, and uses his laser again, this time at a lower setting, to free Rogue from the seat.

The man and woman remove Rogue and Logan from the truck as it finally explodes.

WILL: Do you realize this is the biggest fireball in the entire movie?
KATHERINE: They were serious about budget. And they were pretty serious about the movie's theme. Maybe this will usher in a new era of less expensive... m-more thoughtful... FWA HA HA HA HA HA HA HA HA...
TIM: Y'almost got through it.


SABRETOOTH storms through corridors. As he walks, he passes TOAD.

TIM: I thought only Storm could "storm" through corridors.

Toad is a simple thug with complex fighting and leaping abilities. He has some vision problems, and is currently wearing large goggles to compensate as he performs simple welding jobs.

TOAD: Weren't you supposed to bring someone back with you?

KATHERINE: "I did. Meet Hollow Man, the Invisible Man, and the Invisible Woman. She says Reed Richards just doesn't understand her anymore."

SABRETOOTH: [Roars like a real tiger.]

TIM: "Shut up, Calvin!"

Sabretooth enters an office and we follow him.


The desk is bare except for an executive pendulum thingy. Six steel balls bang onto one another from string supports in formation depending on how many are let to fly from either end. One ball strikes one and one ball swings out from the other. Slight difference. There are no strings supporting the balls, thus defying gravity.

KATHERINE: These executive toys just get more and more expensive. You know that's coming out of Sabretooth's raise.

MAGNETO stands behind the desk. He can tell from Sabretooth's expression, and the absence of any hostages, that things did not go as planned.

MAGNETO: What happened?

TIM: "A funny thing happened on my way ta..."

SABRETOOTH: They knew.

MAGNETO: Charles.

TIM: "...In Charge."

Frustrated, Magneto magnetically pulls the dog tag from Sabretooth and inspects it.

Nothing odd about the tag at a glance, military dog tag. Includes a faded serial number and a name: WOLVERINE. As Magneto turns Logan's dog tag between his fingers, we can't help but notice faded purple serial numbers tattooed in his arm.

WILL: He's still cheating on tests? Man, he's evil.
TIM (looking shocked): Dude, that was so insensitive.
WILL: Well... (sheepish) I...
TIM (milking it): How could you say such a thing?
WILL: I didn't mean... WAIT A MINUTE!

He then drops the dog tag on the desk.

MAGNETO: I have made the first move. That is all they know. Come. The U. N. summit will begin shortly. Time for our little test.

TIM: Oh, you were right. Never mind.

Magneto heads for the door. Sabretooth begins to follow, then goes back and palms the dog tag. As Magneto moves out of range, the balls fall out of the air and clatter onto the table and floor.

TIM: Balls balls balls!


Kelly & Gyrich walk out of the White House on their way to their helicopter. Gyrich waves to a mass of supporters. Most of them are waving signs of racist support: SEND THE MUTANTS TO THE MOON, MR. MUTANT, etc.


Kelly and Gyrich board their helicopter.


Gyrich studies Kelly while Kelly talks on his cell phone.

KELLY: Senator Willard, you favor handgun registration, don't you? Well, some of these so-called children have ten times the destructive force of any handgun. No, I don't see a difference. All I see are weapons in our schools. Well, that's fair enough. Yes. Goodbye.

WILL: I wonder what Kelly thinks of Ninja High School.

Kelly hangs up.


KELLY: It'll be close. A vote this loaded is always close.

KATHERINE: "Maybe if we change the name to the Defense of People Act..."

GYRICH: What about the U. N. summit? The whole world will be watching. Maybe you can turn that to your advantage?

KATHERINE: "I tried, but Pepsi already bought up all the ad space."

KELLY: We're Americans, Henry. Let the rest of the damn world deal with mutants in their own way.

KELLY ([more reflective): You know, this situation, these mutants... people like this Jean Grey... if it were up to me, I'd lock 'em all away. It's a war. That's the reason why people like me exist.

KATHERINE: This one is interesting. A SELF-AWARE manic xenophobe.
WILL: Still support this guy?
KATHERINE: A bad man does not always equal a bad law. As long as mutants hide themselves from the world, only coming out at night in black leather, the world WILL fear them and the racism will get worse.
WILL: His law is the first step toward sticking them in camps!
KATHERINE: Or the first step toward giving them human faces. History has branching paths.

Kelly looks out the window and notices there is water underneath him.

TIM: Dude! Don't you wear Depends?

KELLY: Where the hell are we?

Gyrich transforms... into MYSTIQUE, a blue woman with yellow eyes and red hair. She wears no clothes, but her scaly skin protects her. She continues to sit and watch Kelly with hateful amusement.

TIM (bitterly): I always knew Smurfette would go bad.

Kelly gapes at her for an instant, then screams and tries to jump out the door. She stands on her hands and grabs his face with her feet.

TIM: "An' fer my next trick, I'm gonna stand on my tongue an' grab yer butt with my clavicle."

MYSTIQUE: You know, people like you are the reason I was afraid to go to school as a child.

WILL: Those bigots kept sending me home for showing up naked!
TIM: Why didn't I say that?

With superhuman strength and dexterity, she cracks his face back and forth with her feet until he falls down, unconscious.

She slides into the co-pilot's seat in the cockpit, joining the pilot, Toad.

WILL: Uh... the nearsighted guy, right?


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

He is asleep, recovering.

Jean Grey stands over him. Her hand moves across his body. His rippling muscles.

TIM: Insert joke here.
WILL: Insert fist here.
TIM: Din't know ya were inta that, Willy.

With her mind, she levitates a chemical over him and into her hand.

KATHERINE: That's awfully lazy.
WILL: Mutant powers are fattening.

Jean uncaps an IV needle and moves to the middle of Logan's arm. Jean starts to insert it.

TIM: An' later, we can continue this "insert" theme.

Just as she is sticking the needle in his arm he jolts violently. Whipping around behind the startled Jean and grabbing her by the throat. She is unable to speak, choked silent by his grip.

Then he is on his feet and out the door. Jean is on the floor, gasping for breath.

KATHERINE: The Three Temptations of Wolverine. Rogue offers him sex, Jean offers him drugs. Will Storm offer him rock and roll?


Logan tears some medical monitors off his skin. He looks around, not sure which way to run.

He is surrounded by X-logo double doors.

WILL: There's a "you are here" sign on every door and he's still lost?

UNIDENTIFIED (V.O.): Where is he?

Logan jolts again. He has no idea where the voice has come from.

TIM: Yo, Log', it came from surround-sound.

He looks around more and sees some sort of locker room. Hanging in a row are uniforms, much like the ones worn by his rescuers. He starts to rummage through the lockers, coming up with a shirt and pants that almost fit.

SOMEBODY (V.O.): Where are you going?

Once again, Logan doesn't know where the voice has come from. He's now genuinely spooked.

WILL (singing): "Voices in my head... these are... the voices in my head."

An elevator opens next to him.

SOMEONE (V.O., whispering): Over here!

Logan gets into the elevator. The doors close...

KATHERINE: Um, yes. Just do what the little voices tell you to do.


Logan gets out of the elevator and sees a tastefully decorated hallway.

WILL: Uh oh. Some mutant might start walking through the walls.

The voices in Logan's head begin to pick up frequency: "Where is he?" "This way!" "Over here!" "Where are you going?"

KATHERINE (whispering): "Buy low! Sell high!"
TIM (whispering loudly): "FIRE!"

Logan hides from a crowd of students that are running down the hallway.

WILL: Well, it's perfectly normal to hide from noisy kids.

Then he looks at several doors, trying to pick one to go through...

KATHERINE: One door leads to fame and riches. One door leads to Hell. One door leads to Christmas with your in-laws. Choose carefully, and... go!


...and he enters one. Charles Xavier is there, surrounded by about five students and a blackboard. One of them, KITTY, is a pert young girl.

Xavier regards Logan as if he just expected Logan's arrival.

TIM: "But where's the pizza?"

XAVIER: Good morning, Logan.

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

KATHERINE: Trust me. No one ever wins a staring contest with Patrick Stewart.

XAVIER: Now I want your definition of weak and strong anthropic principles on Wednesday. That'll be all.

WILL: See, those are anti-misanthropic principles.

The students file out. Kitty forgets her purse, then remembers and goes back for it.

KITTY (blushing): Goodbye, Professor.

XAVIER (smiling): Goodbye, Kitty.

TIM: Man, what IS it with the flirty jailbait in this movie?
KATHERINE: It's Patrick! Extenuating circumstances!

Kitty runs out of the room, right through the solid door.

WILL: What did I tell you?

Logan looks at it, then back at Xavier.

XAVIER(holding up textbook): Physics.


XAVIER: Can I offer you some breakfast?

LOGAN: Where am I?

KATHERINE: "A hellish prison."

XAVIER: Westchester, New York.

KATHERINE: Close enough.

Xavier comes out from behind his desk. We see that he is in a motored wheelchair.


XAVIER: I'm Professor Charles Xavier. [pronounces it "ex-avior"]

WILL: Great. "Professor" here can't even pronounce his own name.
KATHERINE: He's English. He can pronounce it how he wants.
TIM (as Logan): 'Sides, remember Qui-Gon Jinn?

XAVIER: After you were attacked, my people brought you here for medical attention.

LOGAN: I don't need medical attention.

KATHERINE: My HMO said that AMNESIA is a perfectly NORMAL condition, you... you...
WILL: Anti-Amnesite!

XAVIER: Yes, of course.

LOGAN: Where's the girl?

XAVIER: Rogue? She's here. She's fine.

LOGAN: Really.

KATHERINE (as Xavier): "Really."
TIM (as Logan): "Really."

Enter the man and woman whom we saw before, now out of costume. The woman is known as STORM, the man as CYCLOPS. The man wears some dark red sunglasses.

XAVIER: May I present Ororo Monroe, also called Storm...

TIM (as Xavier): "Also called Ororororororororo when we've had too much to drink..."

STORM: Hello.

XAVIER: And Scott Summers, also called Cyclops.

Cyclops offers his hand. Logan just stares at it.

KATHERINE: "Hmmm. Would Miss Manners approve of a noogie here?"

XAVIER: They saved your life. You're at my mansion, a school for mutants. You'll be safe here from Magneto.

LOGAN: What's a Magneto?

TIM: Well, accordin' ta "Sniglets," it's a magnet that's neato.

XAVIER: A very powerful mutant who believes a war is brewing between mutants and the rest of humanity. I've been following his activities for some time. The man who attacked you is an associate of his named Sabretooth.

KATHERINE: Actually, his birth name is "Tinkerbell," but he doesn't like to talk about that.

LOGAN (sneering): "Sabretooth?"

LOGAN (pointing at Storm): "Storm." [makes a clicking noise]

LOGAN (to Xavier): What do they call you? "Wheels?"

WILL: "Actually, my code name is 'Papa Cue-Ball.'"
TIM: [Makes a clicking noise]

LOGAN: This is the stupidest thing I've ever heard.

ALL: Keep listening.

Logan begins to leave. Cyclops is standing in the doorway, not moving.

WILL: "Is he there? I can't see!"

LOGAN: "Cyclops," right?

Logan grabs him.

LOGAN: You want to get out of my way?

Cyclops looks over Logan's shoulder, back at the Professor.

WILL: "Hmmm... let me see... Daddy, do I want to get out of his way?"

XAVIER: Logan. It's been almost fifteen years, hasn't it?

TIM: "Yes! And you haven't called or written once! You told me you loved me... you..."

Xavier's words chill Logan to the bone. Logan looks back at him.

XAVIER: Moving from place to place, with no idea who you really are?

TIM: "Well, lemme clear it up for ya. YER.... AUSTRALIAN!"

LOGAN: Shut up!

XAVIER: Give me a chance. I may be able to help you find what you're looking for.

WILL: "The front door."

LOGAN: How do you know--?

XAVIER (V.O.): You're not the only one with gifts.

KATHERINE: "For instance, last Christmas, Magneto gave me a bicycle."

Logan hears the voice in his mind. Then Logan hears the other voices that he heard before... indicating that perhaps Xavier had herded Logan through the mansion with his mind. Logan can't help but be curious now.

LOGAN: What is this place?

WILL: "Westchester. New York. A school for mutants. As I was saying, I think I can help you with your amnes--"
TIM: "Who are you?"


A group of boys are playing basketball outside. One of them teleports his way to the goal.

TIM: Hey, ya think "Air" Jordan was a mutant?
WILL: Yeah! No normal athlete is that nice!

XAVIER (V.O.): Anonymity is a mutant's first defense against the world's hostility.

OTHER BOY: Hey, no powers!

KATHERINE: "That's why we nominate all our students for president on the Libertarian ticket."


Boys race along the front walk. One of them is racing on water.

TIM: Hey, ya think Jesus Christ was...
KATHERINE: Tim, last time you brought this up, you started a riot and got us banned from the gigaplex.

XAVIER (V.O.): To the outside world, we're only a school for the gifted.


Jean levitates a number of saucers, throwing them out one at a time.

TIM: Look out, flyin' saucers!

They come at Cyclops from seemingly all directions, but he manages to blast them all.

KATHERINE: "Miss Manners says, never use the good china for skeet shooting."

XAVIER (V.O.): Cyclops, Jean, and Storm were some of my first students. I protected them, trained them to use their powers, and eventually, to train others to do the same.

WILL: "And train others to train others to do the same. And train others to train others to train... oh, you get it."


Storm is teaching a class that includes Rogue and BOBBY, a pretty-looking boy about Rogue's age.

One of the students, JAMES, plays with a lighter behind his back. Using the spark, he makes a small fireball in his hand.

TIM: So he's gotta mutant fart-lightin' power?

Bobby directs a stream of cold at the fireball. It freezes, falls, and shatters.

STORM: James.

JAMES: Sorry.

KATHERINE: Hmph. It's getting caught that counts. That's all that ever counts.

XAVIER (V.O.): The students are mostly runaways, some of them with gifts are so extreme that they've become a danger to themselves and to others.

TIM: We call these "gag gifts."

XAVIER (V.O.): Like your friend Rogue, incapable of human contact, probably for the rest of her life. And yet here she is, with others her own age, being accepted, not feared.

KATHERINE: Just like every human teenager. *Snort*

Rogue catches Bobby's eye.

TIM: Hey! Give back that eye!

He puts a little ice sculpture on her desk. A welcome present.

WILL: Wow. Looks like... a hand imprint. How romantic.

BOBBY: Welcome to Mutant High.

LOGAN (V.O.): What'll happen to her?

WILL: "She'll get involved in a drippy romantic subplot."

XAVIER (V.O.): Well, that's up to her. Either she'll rejoin the world an educated woman, or stay to become one of what my students have affectionately called the "X-Men."

KATHERINE: "Or maybe they mean we're the Ex-Men, as in the formerly human. I prefer the more flattering spelling."


Jean and Cyclops teach kids near a motorcycle.

WILL: Hotwiring 101.

XAVIER (V.O.): But that's just the public face of the school. The lower levels are another matter entirely.

KATHERINE: "This is where we plan for world domination."


One plane, THE BLACKBIRD, resides in the hangar as Xavier and Logan go inside.

XAVIER: When I was 16, I learned that I could control the minds of others, make them do or think whatever I wanted.

TIM: "That was fun."
KATHERINE: [looks uncomfortable]
WILL: "I was single-handedly responsible for the popularity of 'Louie, Louie.'"

XAVIER: Around that time, I met another young man, Erik Lansherr, who also had an amazing power. He could create magnetic fields and control metal. Convinced that humans would never accept us, he... he grew angry and vengeful. He became Magneto.

WILL: "Before then, he had been known as Positive Energy Guy. He and Iron Man used to hang."


Xavier continues to lead Logan around.

XAVIER: Many powerful mutants are out there, Logan, and many of them do not share my respect for mankind. Without anyone to protect them, humanity's days might be numbered.

KATHERINE: "I've heard of this strange device called a 'calendar' that numbers them."


XAVIER: I'll make a deal with you, Logan. Give me 48 hours to find what Magneto wants with you, and I swear I'll do all I can to help you piece together what you've lost... and what you're looking for.

WILL: "I don't need car keys anymore. Saretooth blew up my truck."


Logan is back on the doctor's table, peacefully this time. Jean Grey stands over him, making some analysis. He notices a scrape on her neck.

LOGAN: I'm sorry.

JEAN: For what?

LOGAN: If I hurt you.

Jean smiles sweetly.

TIM: ...Nah. Too easy.
WILL: Beneath YOU?

LOGAN: So... couldn't wait to get my shirt off again, could you?

TIM: How could I *MISS* that line? Am I slippin'?

He smirks. Jean looks at him, then presses a button which slides his medical table into a wall.

KATHERINE: Mental note: flirt with the nurses AFTER they probe you.


Logan lies still as bright lights pass over him.

TIM: Oh, I get it. X-Man X-Rays.
WILL: Oo, how racy of you, Tim.
TIM: ...


Storm, Cyclops, and the Professor look on as Jean explains the X-rays she's taken. Logan's skeleton is metallic.

JEAN: The metal's called adamantium. Supposedly unbreakable.

KATHERINE: And responsible for such Eighties hits as "Goody Two Shoes."

JEAN: It's been grafted to his entire skeleton.

STORM: How could he survive such an operation?

JEAN: His mutation. He has uncharted regenerative ability. It also makes his age impossible to determine. He could very well be older than you, Professor.

WILL: "Though not very likely. I mean, you're OOOOOOOLD."
KATHERINE: He's sexier than most men one-third his age.
WILL: Sexier than men in their forties? Big whup.

CYCLOPS: Who did this to him?

JEAN: He doesn't remember. And he has no memory of what his life was like before it happened.

WILL: "He was mumbling about being 'Stan Lee's plantation slave.'"

XAVIER: Experimentation on mutants. It's not unheard of.

KATHERINE: "Especially now that we've, um, heard of it."

XAVIER: But I've never seen anything like this before.

TIM: And we have our trailer quote!

CYCLOPS: What could Magneto want with him?

XAVIER: I'm not exactly sure it's him Magneto wants.

KATHERINE: "It could be 'he that Magneto wants,' 'he whom Magneto wants,' or even 'he himself whom Magneto wants,' but somehow, me don't think it's 'him.'"
WILL: He's English. He can use whatever case he wants.


Kelly comes to. He is surrounded by Mystique, Sabretooth, and Toad.

A bird caws on a nearby tree... then squawks as a huge tongue hits it and reels it in, like a frog's tongue to a fly.

Toad swallows the bird whole.

WILL: You know, if Toad does assassinations, there's this Toucan named Sam...

KELLY: Ukkk!

MAGNETO (off-screen): Toad has a wicked tongue, Senator...

MAGNETO (entering): Just like you.

TIM: An'... heh heh... y'know... tongues...
WILL: Tongues what, Tim?

KELLY: Who are you people? Where's Henry?

Mystique walks over and drapes herself over Magneto's shoulders in a way that suggests they're a bit more than good friends.

WILL (sounding genuinely worried): Hey... um... Tim? Doesn't that look... Tim?

MAGNETO: Mr. Gyrich has been dead for some time, Senator. But I've had Mystique here looking after you. She takes so many shapes.

KATHERINE: "Pink hearts, orange stars, yellow moons, green clovers..."
WILL: "Her duodecahedron, um, gets me so hot." Come on, say it with me, Tim. Say it.

KELLY: Whatever you do to me, you'll make me right. Every word I've spoken will be confirmed.

MAGNETO: Are you a God-fearing man, Senator? That's such a strange phrase. I've always thought of God as a teacher, a bringer of light.

KATHERINE: "Kind of a... Lucifer."

MAGNETO: No, Senator, what I think you're really afraid of is me. Me and my kind. The Brotherhood of Mutants.

KATHERINE: "Um, no offense, Mystique."

Magneto walks down a long bridge. We can now see that the Senator is cuffed into an iron chair, which moves to follow Magneto.

MAGNETO: Oh, it's not so surprising, really. Humans have always feared what they can't understand. Well, don't fear God, Senator, and certainly don't fear me.

KATHERINE: "After all, you can certainly understand me easily. I'm not being vague or anything."

Magneto motions the chair to stop. We are now in front of a large machine, which Magneto begins to get into. He smiles wryly.

MAGNETO: Not anymore.

KELLY: What are you going to do to me?

WILL: I'm going to give you a copy of "Mutants for Dummies."

MAGNETO: Let's just say God works too slowly.

WILL: "But he always comes in under budget."

Magneto concentrates and the machine begins to spin and spin. It spins faster and faster, but Magneto has to concentrate harder and harder to keep it up. The strain on his face is incredible.

Finally the machine shines a bright white... a white that grows and grows like liquid light.

WILL (really sounding guilty now): Hey, Tim. What's that look like?

It envelops Kelly.

WILL: Come on, Tim... starts with an S, ends with an N...
TIM (smirking): An' it's what the X-Men would sound like if they were named after Charley's first initial. The C-Men.
WILL: [face falls] You... you were setting me up all alo...
TIM: Man, you are SO EASY!

It envelops Mystique and Sabretooth as they stand together.

TIM: "Yo, why ain't Toad in this scene with us? Lazy bum."
KATHERINE: "Because we're supposed to represent Adam and Eve. It's kind of an allegory."
TIM: "Oh. Does that mean we can..."

It envelops most of the island... before finally contracting and vanishing.


Jean shows Logan around, helping him get settled in.

JEAN: I think you'll be comfortable here.

TIM: "Where's 'here?'"

LOGAN (opening a closet door): Where's your room?

JEAN: With Scott, down the hall.

KATHERINE: "Two doors down, separate beds, and he snores like a buzzsaw, if you see where I'm going here."

LOGAN: Is that your gift? Puttin' up with that guy?

JEAN: Actually, I'm telekinetic. I can move things with my mind.

WILL: "Like... my hands."

LOGAN: What kinds of things?

TIM: An' then she chokes 'im an' says, "I find yer lack of faith disturbing."

The closet doors slam shut behind him.

JEAN: All kinds of things.

TIM: What a movin' scene.

JEAN: I also have some telepathic ability.

WILL: "I can almost always guess 'how many fingers.'"

LOGAN: Like your professor?

JEAN: Nowhere near that powerful. But he's been training me to develop it.

KATHERINE: "Yesterday, I tormented my very first terrified fugitive. Heh, heh. 'Where is he?' 'Over here!'"

LOGAN: I'm sure he has.


LOGAN: So read my mind.

KATHERINE: "Okay... done. You're like a haiku."

JEAN: I'd rather not.

LOGAN: Why? 'Fraid you might like it?

JEAN (smiling): I doubt it.

WILL: "I doubt that I'm afraid, but I don't know for sure. Wait... let me read my own mind."

She puts her fingers to his temples...

And we see flashes of military men and Logan under some bubbling water, awake.

WILL: "Damn it all, men! We spent $500,000 to build this Jacuzzi! If it doesn't work, we'll look like idiots!"

Back to the present.

TIM: Back... to the future!

LOGAN: What do you see?

WILL: "I see dead people..."

JEAN: Scott!

TIM: "Scott! Yer in love with Scott an' transferrin' it ta me!"

Scott is standing in the doorway.

JEAN: Good night, Logan.

KATHERINE: "Good night, Scott."
WILL: "Good night, Jean."
TIM: "G'night, John Boy."

Jean moves awkwardly past Logan, then past Scott. Scott's gaze remains fixed on Wolverine.

WILL: "This is my 'preheat' laser stare."

LOGAN: You gonna tell me to stay away from your girl?

SCOTT: If I had to do that, she wouldn't be my girl.

LOGAN (sneering): Well, then I guess you've got nothin' to worry about, "Cyclops."

WILL: Well, there's fashion. I worry a lot about fashion.

SCOTT: It must burn you up that a boy like me saved your life back there. You gotta be careful. I may not be there next time.

SCOTT: Oh, and Logan? Stay away from my girl.

TIM: Ya mean she's not yer girl anymore? Hey, thanks! Man, yer all right!
WILL: But... if she's not his girl, then he wasn't talking about anyone, but if he wasn't talking about anyone, then she IS his girl, but... but...

Exit Scott.


Rogue can't sleep.


Logan is in the next room, mumbling in nightmares. Rogue enters, walking over to Wolverine's bedside.

ROGUE: Logan. Logan, wake up.

TIM: "C'mon, Logan, Ah'm sixteen and horny. Whaddaya need, a neon sign?"

And we see flashes of Logan in some strange torture. It looks like this may be the operation that gave him his metal skeleton... and it looks like he may have been conscious for part of it.

Finally, Logan wakes screaming. His claws come out, slashing blindly.

TIM: I love "slash" fiction.

He looks shocked to see Rogue there. Rogue looks shocked too, and she seems to be choking on something.

Finally, it becomes clear what's wrong with Rogue.

KATHERINE: She's really immature.

When Wolverine woke, he put his claws through her chest and out her back.

He retracts the claws, but it's far too late.


LOGAN: Help me...!

WILL: "Help... ME?"

Logan looks helplessly at Rogue dying in front of him.


Rogue reaches out and touches Logan's skin.

KATHERINE: Shattering Logan's "U Can't Touch This" image.

The same age lines appear on Logan. He gasps in pain, but stands still. The wounds on Rogue's back heal as she touches him...

WILL: So Logan's a faith healer?

Other students and Ororo have entered the room.

TIM: Fer some reason, a lot of students requested ta sleep next ta Ororo's room.

...Finally, Logan collapses, convulsing. Jean and Scott move to help him.

JEAN: Scott, grab a pillow!


ROGUE (to Storm): It was an accident.

TIM: "Ah din't mean ta manipulate him inta lettin' me feel the THRILL of touchin' somebody and suckin' out their life force an'... uh... never mind."

Rogue runs away.

Bobby watches her go.

WILL: Trailer trash always goes for the older guys.
KATHERINE: Watch it, Will.
WILL: Watch...
KATHERINE: Just... watch it.


Senator Kelly puts his head against the bars on his only window. His head begins to mold and change like Silly Putty.

WILL: If he sticks his head to a comic book, can he get a picture of Wolverine on his cheeks?

The Senator pulls his head back for a minute. Then he pushes it and

s-q-u-e-e-z-e-s it through the bars.

WILL: Unfortunately, the rest of his body has hardened into concrete.


A large bridge of metallic plates literally assembles itself under Magneto's feet as he and Sabretooth walk across to Kelly's cell.

WILL: Island: Some assembly required.

Magneto raises a hand, and the bars of the cell part to let them through.

MAGNETO: How are we feeling, Senator? Advanced, I hope...

Magneto stops. Kelly is gone, but his shoes have been left behind.

WILL: "Why, yes, you genius. Now I can teleport off this rock. And control your minds."
TIM: "An' change the color of yer underwear."

Magneto looks at the window, smiles, and yanks it open with magnetism.

TIM (quoting Star Trek: Generations): "You might say that I have a magnetic personality!" [Annoying laughter]

He leans out the newly expanded window, and there is Senator Kelly, clinging to the side of the mountain. There is nothing but ocean underneath him.

KELLY: What the hell have you done to me?

MAGNETO: Really, Senator, this is pointless. Where will you go? Who will take you in now that you're one of us?

KATHERINE (Gone With the Wind): "Ah don'know! Ah'll think about that tomorrow! After all, tomorrow is another day!"

Kelly sobs.

Sabretooth takes his hand and begins to pull him back in...

But Kelly's hand stretches in Sabretooth's, and Sabretooth suddenly doesn't have a grip. He grabs Kelly's shirt sleeve, but it tears off, and Kelly falls into the sea.

WILL: Well, Sabretooth never had much of a grip.

Sabretooth looks back at Magneto and presents the sleeve.

KATHERINE: Rule with cats: when they present you with a dead smelly thing, it's an expression of love.

Frustrated, Magneto turns and walks out. Sabretooth begins to follow, but the bars to the cell snap back into place. Sabretooth roars after Magneto. Magneto keeps walking.

KATHERINE: He's actually very progressive, Magneto. Most arch-villains would just kill their henchmen for that. Magneto understands the logistics of hiring in a strong economy.


Kelly surfaces briefly, then goes back down.

KATHERINE: Just like his political career.

An annoying boy, TOMMY, pokes a jellyfish. His annoying sister tries to stop him.

SISTER: Tommy, stop! Tommy, please, let it go! I'm telling Mom!

WILL: Anti-Jellyfite.

The sister runs away. Tommy looks up.

Kelly looks like his whole body has absorbed some of the water and sand. He walks through a crowd of startled beachcombers, one of whom looks suspiciously like Stan Lee.

TIM: There! There 'e is!
KATHERINE: "Another naked Senator? Why's this beach have to be so close to the Kennedy compound?"

Kelly comes to a portable TV that's making another announcement about the Ellis Island summit.

WILL: Maybe the whole world WILL be watching this summit. Looks like it gets higher ratings than Survivor.


Logan comes to in his room. Xavier is with him.

TIM: I could read inta this, but everybody knows Xavier's in love with Scott.

LOGAN: Where is she? Is she all right?

XAVIER: She'll be all right.

LOGAN: What did she do to me?

TIM: "Well, nothing really. Why? Do ya think she should?"
KATHERINE: "It was our special effects crew who..."

XAVIER: When Rogue touches someone she absorbs their energy, their life force. In the case of mutants, she absorbs their gifts for a short time. In your case, your ability to heal.

WILL: "And now SHE'S a faith healer. We're trying to pull her out of West Virginia."

LOGAN: It felt like she almost killed me.

XAVIER: If she'd held out any longer, she could have.

KATHERINE: "Scott was very disappointed."


Rogue sits on a park bench. Bobby comes up to see her.

ROGUE: Bobby.

BOBBY: Rogue. Rogue, what did you do? They say you're stealing mutants' powers.

WILL: "And I'M the power-stealing racketeer around here!"

ROGUE: Oh, no! I borrowed--

BOBBY: You never use your power against another mutant.

KATHERINE: WHAT? But... but Cyclops against Sabretooth! Patrick against Magneto! Patrick against LOGAN, for Jesu's sake!

ROGUE: I didn't have any choice.

BOBBY: If I were you, I'd get myself out of here.

KATHERINE: "I mean, I'd get YOURSELF out of here... no, wait, how's that work?"

ROGUE: What do you mean?

BOBBY: Listen, the kids are freaked. Professor Xavier is furious. I don't know what he'll do with you!

TIM: Freaked freaks. Freaky.
KATHERINE: Would they even use that word? I mean, isn't it like the Gay Rights groups saying, "That's so gay?"

BOBBY: I think it'd be easier on your own.

WILL: "Away from me," you mean. Hangs all kinds of labels to hide the fact that HE can't DEAL.
KATHERINE: Very good, Will.
WILL: What's good?
KATHERINE: You're figuring out something. Don't let me stop you.

BOBBY: You should go.

Rogue gets up and leaves. She looks back at Bobby once, hurt and betrayal on her face. Bobby looks back, coldly. She leaves.

Bobby's eyes turn yellow.

TIM: ...Oh my God! Mystique is really Bobby!


Xavier looks back over some of the X-rays. Cyclops is with him.

XAVIER: What are you looking for, Erik? There are more powerful mutants. What could Magneto want with this one in particular?

TIM: "Look, do I have to spell it out for ya? His whole skeleton is metal. Give him a magnetic charge an' he's a giant vibrator."

CYCLOPS: Maybe it's his way with people.

XAVIER: You don't like him.

WILL: "Walks in, grabs me, woos Jean, steals top billing, what's not to like?"

CYCLOPS: How could you tell?

XAVIER: Well, I am psychic, you know.

KATHERINE: "For instance, I predict that this scene will shortly be interrupted by a dramatic twist."

Logan bursts into the room, Ororo not far behind.

LOGAN: Where is she?


TIM: "That supermodel! I heard there was one on the set!"

XAVIER: Rogue.

Xavier casts about with his mind.

KATHERINE: "Hmmm... Billy's shooting up, Derek's cheating on his test, and Samantha's got paranoid delusions that people are reading her thoughts... but no Rogue."

XAVIER: She's gone.


Xavier and company stand before a machine that scans Xavier's retinas.

KATHERINE: I could scan Patrick's retinas all day.

COMPUTER: Welcome, Professor.

WILL: "You've got mail."

The doors open, and Logan and Xavier move into a big, spherical room with a platform at the center. The others wait at the door.

WILL: "How about a nice game of chess?"

XAVIER: Welcome to Cerebro.

LOGAN: This certainly is a big, round room.

TIM: "In fact, it looks kinda like that astronomical map that ya used in Star Trek: Generations.

XAVIER: The brainwaves of mutants are different from those of average humans. Cerebro allows me to find those brainwaves across great distances. It's how I plan to find Rogue.

LOGAN: Why don't you just use it to find Magneto?

XAVIER: I've been trying. But he seems to have developed some way to shield himself from it.

WILL: "He watches Star Trek: Voyager and reads Cable comics."

LOGAN: How would he know how to do that?

XAVIER: Because he helped me build it. Now if you'll excuse me...

KATHERINE: "Now, if you don't have any more DUMB QUESTIONS for the sake of VIEWER EXPOSITION..."

Xavier begins to put on a large metal helmet.

TIM: Puttin' on his thinkin' cap!
WILL (singing): "Tyin' up my white tie... puttin' on my tails..."


Logan, Scott, and Jean wait outside.

LOGAN: Have you ever...

WILL (Jerry Seinfeld): "...noticed how mutants in the comic book wear all these outrageously colorful uniforms? I mean, they're supposed to be calming anti-mutant hysteria, but they tart up like Mardi Gras partygoers. What's up with that?"

JEAN: Used Cerebro? No. It takes a degree of control, and, well, for someone like me, it's...

KATHERINE: "...hard. I'm just a girl."

SCOTT: Dangerous.

TIM: "Hey, this is fun! Now YOU finish one a' MY sentences!"


Xavier shuttles through a vast number of human minds until he finds Rogue. Which is much better special effects than it sounds like.


Xavier joins the others, including Ororo.

XAVIER: She's at the train station.

LOGAN: Where is it?

XAVIER: About two miles from here.

WILL: "Where's 'here?'"

Logan begins to walk off.

KATHERINE: "Hmm. Two miles. Okay, I'll just pick a direction."

XAVIER: Logan, you can't leave the mansion. It's just the opportunity Magneto's waiting for.

LOGAN: Look, I'm the reason why she took off.

TIM: "It's always about YOU, ain't it?"

XAVIER: We had a deal.

KATHERINE: ...Okay, they must have just cut OUT the scene where Logan agreed to Xavier's offer.

ORORO: She'll be all right. She's just upset.

XAVIER: Storm, Cyclops, find her. Bring her back.

Scott and Ororo follow their orders, and Xavier moves away. Jean looks at Logan. He looks back at her.

WILL: "At last... ve are alone..."


Scott and Ororo walk to one of the cars. Scott stops and looks around.

ORORO: What is it?

SCOTT: Where's my motorcycle?

KATHERINE: "It's gone! I'm... so proud! Those Hotwiring 101 students learned so well!"


Logan rides Scott's motorcycle. He hits a special button on the handlebars... and the bike accelerates to about 300 miles per hour. Logan is frightened at first... and then gets to like it.

WILL: Logan's Run.


Rogue sits, hooded. She looks ruefully at a mother and child, who touch freely.

Logan walks up and sits next to her.


LOGAN: I'm sorry about last night.

ROGUE: Me too.

WILL [hits Tim]
TIM: But I didn't even SAY it yet!

LOGAN: You runnin' again?

ROGUE: I heard the Professor was mad at me.

LOGAN: Who told you that?

ROGUE: A boy at school.

KATHERINE: "And he's cute, so he'd never lie to me!"
WILL: "Momma always said glowin' yellow eyes were a mark a'honesty!"

Bobby, James, and another boy walk through the halls of the mansion.

WILL: "Ditched again."
KATHERINE: "Maybe it's your dandruff shampoo."
TIM: "Maybe it's the fact that every time ya feel a girl up, she gets freezer burn on her..."

JAMES: When's the last time you saw her?

BOBBY: She was supposed to meet me for lunch.

TIM: "I was gonna bring 'er a fresh young freshman for her ta suck the life out of. Ya doin' anythin' later?"

They walk past. The elevator opens... and another "Bobby" walks out.

WILL: Bobby, you see, has the mutant ability to split into "Good" and "Evil" Bobby.
KATHERINE: Then the Bobbies shrink and sit on yer shoulders, whispering contradictory advice.

"Bobby" (Mystique) walks over to the door to Cerebro. His/her eyes morph into the Professor's just in time for the retinal scan.

COMPUTER: Welcome, Professor.

Mystique sabotages Cerebro.

TIM: Oh, damn. She's installin' Windows! Windows *95!* The *old* beta test version!
WILL: Yep, she's evil.


Storm and Cyclops separate.

TIM: I knew they'd never last.

STORM: You look around. I'll ask the cashier.


ROGUE: You think I should go back.

LOGAN: I think you should follow your instincts.

WILL: "And go back."
KATHERINE: "Like last night, when you instinctively walked over and... um..."
TIM: "Well, my instincts are tellin' me ta eat, screw, an suck lifeforce."

ROGUE: The first boy I kissed ended up in a coma for three weeks. I can still feel him inside my head. And it's the same with you.

KATHERINE: "You two aren't getting along at all. He thinks you're too old for me."

Rogue begins to dissolve into tears. Logan puts his hand around her hood. She sags against him.

LOGAN: There's not a lot of people who would understand what you're goin' through. But I think this Xavier guy's one of 'em. He seems to genuinely want to help you. And that's a rare thing. For people like us.

KATHERINE: "Brunettes."

Train begins to move.

LOGAN: So what do you say? Want to go back? Give these geeks one more shot? Come on. I'll take care of you.

WILL: "Feed you, clean you, take you for walkies..."
TIM: "An' flush ya down the toilet when ya get too big, where the toxic waste'll mutate ya into a normal girl."

ROGUE: You promise?

LOGAN: Yuh. Yeah, I promise.

KATHERINE: "I meant what I said and I said what I meant. An amnesiac's faithful, one hundred percent."


Cyclops is looking around. A little boy looks up at his visor like it's the coolest thing on Earth.

TIM: Poor retard. Everyone knows WOLVERINE is the coolest thing on Earth.

His mom pulls him away.

MOM: Come on.

Meanwhile, Storm is talking to the cashier.

STORM: She's about 17... my height... brown hair...

KATHERINE: "...But don't hold that against her..."

Suddenly, Sabretooth is behind her, knocking a teenager out of line. Just as she turns, he grabs her neck and lifts her up.

He roars in her face, choking her.

SABRETOOTH: Scream for me.

WILL: "Kkkk-- can't-- maybe if you--- kkk-- loosen grip--"
TIM: "What's the magic word?"
WILL (Pee Wee Herman): "Whenever you hear the secret word, scream real loud!"

Cyclops sees Sabretooth, but doesn't see Toad, who scrabbles up the ceiling.

KATHERINE: Swiping Spider-Man's routine.
WILL: He's the TOAD. He needs to swipe from SOMEBODY.

Toad sticks out his tongue and grabs Cyclops' visor with it. Reflexively, Cyclops looks up, blasting a huge hole in the ceiling and blasting Toad, too.

WILL (applause): Brilliant, Rommel.
KATHERINE: Maybe Toad meant for Cyke to blast Sabretooth. Quick promotion.

Cyclops turns away, squeezing his eyes tight shut.

Sabretooth continues to choke Storm. Her eyes white out. Sabretooth's hair stands on end. He sees a thunderhead in the sky, throws back his head and roars.


Lightning strikes him, knocking him away from Storm and through the wall.

Toad leaps down and nearly on top of Sabretooth.

TOAD: Quit playin' around.

WILL: Yeah! You're not supposed to let them blast you! You're supposed to MAKE them blast you!

SABRETOOTH: [growls]

TIM (whiny): "Stop it! Stop talkin' mean to me! I'm tellin' Magneto!"


The train stops, loses power, and everything metal in it (except Logan) begins to shake.

Finally the door bows outward, and Magneto levitates himself in.

TIM: "Tickets, please..."

Logan extends his claws.

MAGNETO: You must be Wolverine.

KATHERINE: "Or are you the Undertaker? Sorry, I can't keep all you wrestlers straight."

Magneto puts up a hand, and Logan's hands move to his sides.

MAGNETO: That remarkable metal doesn't run through your entire body, does it?

TIM: "Nah, it just sorta sits there."

Magneto gestures, and Logan levitates off the ground, his claws and skeleton stretching on an invisible rack.

KATHERINE: Can you spot the Christlike figure in this image?

ROGUE: Stop! Stop it!

LOGAN: What the hell do you want with me?

MAGNETO: You? My dear boy, whoever said I wanted you?

TIM: "Do I look gay?"

Logan realizes what he means, and looks at Rogue.

With a final gesture, Magneto sends Wolverine into the far wall.

Rogue gets up and runs.

Magneto levitates a metal syringe from his belt and fires it at Rogue. She falls, unconscious.

MAGNETO: Young people.

KATHERINE: "Always running and SCREAMING when I show up to kidnap them. Must be all that MTV."
TIM: "I prefer kidnappin' li'l old ladies. Just freeze their walkers in place an' boom, yer done."


Magneto, Sabretooth, and Toad (carrying Rogue) walk through the debris and out the front door...

KATHERINE (computer voice): "Thank you for enjoying Westchester Mass Transit. Please come again."


...And into a dozen police cars and twenty cops with guns. One addresses them with a bullhorn.

HEAD COP: All right, freeze. Hold it. Hold it right there. Put your hands over your head. Now.

WILL: "Did I miss any cop cliches?"
TIM: Ya forgot ta be eatin' a donut.

Magneto smiles. Lifts up his hands. And lifts up two police cars with them.

KATHERINE: "I obey the letter of the law, if not the spirit."

Then he brings them crashing down again.

A few cops prepare to fire. Magneto yanks every gun in the courtyard away and points them all back at their owners.

WILL: Gun control.
TIM: "I am made of rubber. You are made of glue."

MAGNETO: You homo sapiens and your guns.

TIM: "Duh... I'm straight."
WILL: Isn't Magneto a homo sapiens too?
KATHERINE: No, don't you see? Magneto thinks he's not part of humanity, but Patrick keeps talking about mutants and "the rest of humanity." I mean, I've kidded him, but this "Professor" is really quite principled and...

Suddenly, Sabretooth grabs Magneto's throat.

WILL: "Let's talk salary."

SABRETOOTH: That's enough, Erik.

TOAD: Let them go.

MAGNETO: Why don't you come out where I can see you, Charles?

WILL: "Because I'm in a wheelchair, genius. I can't get out of the car."


Charles is in a nearby automobile, having been chauffeured by Jean.

XAVIER: What do you...

TIM: "...want on your Tombstone?"


SABRETOOTH:...want with her, Erik?

KATHERINE: Okay... so I guess Patrick has no trouble treating his fellow MUTANTS like puppets, just OTHER people.
WILL: Uncle Tom.

MAGNETO: Can't you read my mind?

TIM: "Nah, I'm waitin' for the movie."
WILL (Superman theme): "Can you read my mind..."

MAGNETO: What now? Free the girl? You'll have to kill me, and what will that accomplish? Let them pass that law and they'll have you in chains with a number burned into your forehead.

WILL: "And they can get a LOT of numbers on YOUR forehead!"

SABRETOOTH: It won't...


XAVIER: that way.


MAGNETO: Then kill me and find out.

KATHERINE: "Or just knock me out."

MAGNETO: Eh? Then release me.


Toad begins to lope off, carrying Rogue with him.


TIM: "' dandy."
KATHERINE: "...for abusing my employees' minds! 50 dollars!"

The head cop's gun takes aim at him... and fires.

The bullet spins on his forehead, but doesn't go in.

TIM: But yer burnin' a number zero inta HIS forehead! Hippercrit.

More guns click, ready to fire.

MAGNETO: Care to press your luck, Charles? I don't think I can stop them all!


WILL: Halfway to a SAG card.

Sabretooth releases Magneto, recovering control of himself. Toad blinks and lopes back to Magneto.

MAGNETO: Still unwilling to make sacrifices. That's what makes you weak.

KATHERINE: "Whereas *I* sacrifice to the moon goddess every Friday!"

A helicopter flies over the station. Mystique pilots it.

It touches down, and the Brotherhood walks in. Magneto magnetically opens the door.

TIM: Just cause he CAN, basically.

MAGNETO: Goodbye, Charles.

They make their escape.


Logan washes up, Xavier and Storm behind him.

LOGAN: You said he was after me.

WILL: "Well, he is. L is for Logan, M is for Magneto. What did you think I was talking about?"

XAVIER: I made a terrible mistake. His helmet was somehow designed to block my telepathy. I couldn't see what he was after until it was too late.

KATHERINE: The tin foil also blocks alien transmissions.
WILL: See, the helmet makes you focus on its utter dorkiness, blocking any other kind of thought.
TIM: It's an anti-thinkin' cap.

Logan makes for the door.

STORM: Where are you going?

WILL (as Xavier): "That's my line!"

LOGAN: I'm gonna find her.


KATHERINE: Just follow the sound of whining.

LOGAN: The traditional way: look!

TIM: "Look! What's that over there?"
WILL: "I don't see any... he's gone!"

He walks out. Storm walks after him.

STORM: Logan, you can't do this on your own.

KATHERINE: "It's an ensemble movie. Got it?"
WILL: "Then how come that's your first real line?"

LOGAN: Who's gonna help me? You? You've all done a bang-up job so far.

STORM: Then help us. Fight with us.

WILL: "Okay." And then he punches Storm in the mouth.
TIM: Ah, c'mon, Storm ain't nearly as much of a blabbermouth in the movie as the comics.

LOGAN: Fight with you? Join the team? Be an X-Man? Who do you think you are?

WILL: "I'm Ororo Monroe, also called Storm. Look, we've been over this..."
TIM: "Where am I?"

LOGAN: You're a mutant. The world's full of people who hate and fear you and you're wasting your time trying to protect them? I've got better things to do.

LOGAN: You know, Magneto's right. A war is coming. You sure you're on the right side?

STORM: At least I've chosen a side.

KATHERINE: "So have I! I just said Magneto was right!"
WILL: And then he punches Storm in the mouth.

Logan goes through a door other than the one he was originally headed for.

TIM: Uh, that's a closet...

On the other side of it is Senator Kelly, looking pretty bad.

KELLY: I'm looking for Dr. Jean Grey.

KATHERINE: "I'm sorry, you need to make an appointment. And your HMO has not approved coverage."
WILL: "Mutant powers? That's a pre-existing condition."

Kelly collapses into Logan's arms.


Kelly is on the medical table. The X-Men surround him, and Charles Xavier comes closer.

WILL: "Shall you finish him off, or shall I?"

XAVIER: Senator Kelly? I'm Professor Charles Xavier.

WILL: "I wanted a *MEDICAL* doctor..."

KELLY: I was afraid if I went to... hospital... they'd...

TIM: "...make me eat bland hospital food."

XAVIER: Treat you like a mutant? We're not what you think. Not all of us.

KATHERINE: "For instance, some of us make really amusing puppets."

KELLY: Tell that to the ones who did this to me.

Xavier moves into position behind Kelly's head.

KATHERINE: Checkmate.

XAVIER: Senator, I want you to relax. I'm not going to hurt you.

WILL: "That's Wolverine's job."

Xavier puts his hands on Kelly's head... and begins to read his mind.

KATHERINE: "My God... there's no mind here at all, just a mosaic of special interests renting space in his synapses!"

We get images of Kelly's mutation... and finally of the process that caused it. We see Magneto, after the process, thoroughly drained. Mystique pries him from the machine and helps carry him away.

WILL: Woo hoo! She's so hot!
KATHERINE: [looks at him]
WILL: You ogle Patrick, I get Mystique.
KATHERINE: But you're so UNCONVINCING. I know you're just doing it to make me jealous.
TIM: Yeah. Oglin' should be a joyous activity. Th'way yer doin' it, it's just perverse.

MAGNETO: Welcome to the future... brother.

TIM: "Hey, li'l blue sis-in-law, wanna get ta know each other better?"


All X-Men and Logan present.

XAVIER: The machine appears to cause mutation in humans.

JEAN: But the mutation is unnatural. Kelly's body is rejecting it. His cells began to break down almost immediately.

KATHERINE (drawls): "It ain't natural."

CYCLOPS: What effect does it have on mutants?

WILL: "It forces us to sit around spouting expository dialogue. Apparently, he's been using it on our comic-book counterparts for years. We can only hope that he has not already begun to bombard the mansion with this radiation, as that would make us all gather in our living room and... oh my God..."

XAVIER: There appears to be none. But I fear it will do serious harm to any normal person.

TIM: "But we're freaks, so we're kewl."

LOGAN: What does he want with Rogue?

XAVIER: I don't know.

KATHERINE: "What do WE want with Rogue? I forget."

Logan paces restlessly.

CYCLOPS: Wait. You said this machine draws its power from Magneto, and that it weakened him.

XAVIER: Yes... in fact, it nearly killed him...

LOGAN: He's gonna transfer his power to Rogue... and use her to power the machine.

KATHERINE: And therefore, weaken and kill BOTH of them. I must have missed the part of this plan that made sense.
WILL: He could steal an electromagnet and use THAT, but y'know, we've gone about an hour, time to lead up to the big fight scene.


A guard waves from the shore to a boat passing through.

The guard is then promptly stabbed from behind by Sabretooth. He dies immediately.

The helmsman of the boat turns into Mystique. An identical-looking helmsman lies dead on the floor.

KATHERINE: So Mystique fooled the guard so that they could get through... and then Sabretooth killed the guard so that he wouldn't blow the whistle that he wasn't going to blow anyway...
TIM: Multiple redundancy keeps yer system from crashin'.

On the shore, Toad jumps onto a guard's back, knocking him cold. Then he jumps another.

From the boat Mystique is piloting, Magneto looks at Liberty. Rogue is with him, handcuffed.

TIM (as Mystique): "What's that big brass bitch got that I ain't got?"

MAGNETO: Beautiful, isn't she?

ROGUE: I've seen it.

KATHERINE: "I took the *long* way around from Mississippi to Alberta."

MAGNETO: I first saw her in 1949. America was going to be the land of tolerance. Of peace.

KATHERINE: "I thought I would be so happy in sunny Alabama."

Rogue looks at the dead helmsman.

ROGUE: Are you going to kill me?


TIM: "Just gonna absolutely slay ya. Listen ta this. Guy with a metal skeleton walks into a bar..."


WILL: "Wolverine's so distant this, untie me that, ooh, I'm a pale damsel-in-distress version of the tough, brassy Marvel Comics character, poor me..."

MAGNETO: Because there is no land of tolerance. There is no peace, not here, nor anywhere else. People around the world, women, children, die simply because they're born different from those in power. Well, after tonight, those in power will be just like us. They will return home as brothers.

TIM: "See, the machine also turns chicks inta guys."
KATHERINE: "Which is why Mystique and I have seemed cool to each other lately."

MAGNETO: As mutants. Your sacrifice will mean our survival. I'll understand if that comes as little consolation.

Enter Sabretooth.

MAGNETO: Put her in the machine.

TIM: "Ruhh?"
WILL: "No, take her OUT of the boat. Put her in the OTHER machine."
TIM: "Ruhh?"
WILL: "Not the metal detector! Stupid tiger!"


Kelly calls into the darkness.

KELLY: Is anybody there?

WILL (quoting 1776): "Does anybody care?"
KATHERINE (quoting 1776): "Does anybody see what I see?"

Storm emerges from the darkness.


WILL: Why? It's not like she's running any tests. She's just standing there with all the lights out, waiting for her close-up.
TIM: "I just like watchin' people die in darkness."

KELLY: Please don't leave me.

Kelly grabs her wrist.

KELLY (smiling): Don't want to be alone.

STORM: All right.

KATHERINE: "If you say so, I won't want to be alone."

Storm notices that Kelly is leaking water like a sieve.

KELLY: Do you hate normal people?

STORM: Sometimes.


KATHERINE: "Some of them are telemarketers."

STORM: I suppose... I'm afraid of them.

KELLY: Well... I think you've got one less person to be afraid of.

The end is painful, but quick. Kelly's every remaining cell turns into water.

KATHERINE: He did die well.
WILL: So did Richard III.
KATHERINE: Shakespeare framed him!


XAVIER: I'm going to find Rogue. Scott, ready the Blackbird. Jean, get him a uniform.

TIM: "I don't know his sizes. Can I strip him down and try a few of 'em on? We might take a while..."

CYCLOPS: Wait... he's not coming with us, is he?

WILL: "No, I'm going to make the most effective fighter in this room a desk jockey."


CYCLOPS: Sir, I'm sorry, but he'll endanger the mission. He'll...

WILL: "Block my extremely limited field of vision when I try to lead the group!"

LOGAN: Hey, I wasn't the one who tore the train station a new sun roof, pal.

CYCLOPS: No, you were the one who stabbed Rogue through the chest.

KATHERINE: And Jean was the one who... um... drove the limo.

JEAN: Scott.

LOGAN: Look why don't you take your little mission and--

STORM (bursting in): Senator Kelly is dead.


XAVIER: I'm going to find her.

Xavier looks from Cyclops to Logan.

XAVIER: Settle this.

TIM ("Mad Max"): "Two men enter. One man leave."


Xavier tries to operate Cerebro again...

...but Mystique's sabotage goes into effect, giving Xavier massive feedback. He doesn't even make it out of the room, falling out of his chair.

TIM: "I've fallen and I can't get up."


A load of diodes are hooked to Xavier's head. He appears to be a vegetable. The other X-Men stand around him. Logan is first to leave.

LOGAN: I'm sorry.

TIM: "Didn't mean ta cut th'power to this room when I was sleepwalkin' an' slashin' stuff. I'm sure he's okay."

Cyclops is last to leave. He looks at the professor's unblinking face.

WILL: "I am not Locutus... I am not Locutus..."

CYCLOPS: You can still hear me, can't you?

KATHERINE: Actually, I think a tear would be very appropriate right now.


Jean makes some adjustments, reversing the sabotage. She starts to leave, then stops.

TIM (computer voice): "Linux reinstalled."

CYCLOPS: You taught me everything in my life that was ever worth knowing... and I want you to know, if anything happens, I'll take care of them.

TIM: "So don't feel like ya have ta hang on or anythin'. Just go gently."

Cyclops leaves Xavier's bedside... just in time to see Jean trying on Cerebro.


WILL: "That chapeau is ALL WRONG for you!"

He runs toward her.

CYCLOPS: Jean, no!

The door closes in front of him.

TIM: Knock, knock.
KATHERINE (sighing): Who's there?
TIM: Cyke.
KATHERINE (sighing): Cyke who?
TIM: Psychologically co-dependent.
KATHERINE: Well, that wasn't THAT bad. I thought you were going for a really awful pun.
TIM: Psych!

Jean's face contorts in pain as she uses Cerebro.

WILL: Tim! When she's using that machine, she can hear you! What have you DONE?

She crumples to a sitting position as Scott opens the door and gets to her.

CYCLOPS: Jean! Jean, speak to me, please.

JEAN: I know where Magneto's going.

TIM: "The bathroom."


A three-dimensional map of metal illustrates the points of the various X-Men as they talk.

CYCLOPS: The U. N. summit is on Ellis Island, here. Magneto will be launching his attack from the Statue of Liberty, here.

KATHERINE: Where on Earth did this map come from? It doesn't even look like a map, it looks like a snazzy 3-D Powerpoint presentation they slaved over for three days.
WILL: Maybe Jean is reading people's minds as they talk and moving all that metal around to illustrate... no, I don't buy that either. It looks too computerized.
TIM: The map is actchally a mutant with a really extreme gift.

STORM: He doesn't know his machine kills, and if he gives Rogue enough power...

JEAN: He could wipe out everyone in New York.

WILL: "Well, except Brooklyn, but they're ALL mutants over there."

CYCLOPS: We'll fly the Blackbird in here, come in around the far end of Ellis Island.

LOGAN: What about harbor patrol? Radar?

CYCLOPS: If they have anything that could pick up our ship, they deserve to catch us.

TIM: An' now th'map shows li'l cop figures, stickin' up the X-Men.


A large panel opens up in the ground, swallowing up a basketball. The Blackbird comes out of it and takes off.

TIM: Step on a crack, get swallowed up by the pavement.
KATHERINE: This must make hopscotch very interesting.

The students watch, fascinated.

KATHERINE: "I hear that one is Hotwiring 102!"


Logan zips up his new uniform. Cyclops pilots.

WILL: Okay, let's give the stick to the partly blind guy. First Toad, now this. Is this some kind of piloting method I'm not familiar with?
TIM ("Star Wars"): "Your eyes can deceive you. Don't trust them!"

LOGAN: You actually go out in these things?

CYCLOPS: What would you prefer... yellow spandex?


The Blackbird comes around the bridge.

CYCLOPS: There's the bridge. Storm, some cover, please.

Storm's eyes go blank.

WILL: "No, Storm, cover US, not your own eyeballs."

Fog rolls up. The Blackbird sweeps into it, then turns on its infrared scanner.

WILL: I also question the sequence of those actions. FIRST the fog, THEN the infrared?
KATHERINE: Of course, that still leaves you free to crash into things that don't generate heat... like, uh... statues.


Magneto observes the sudden fog and knows what it means.

MAGNETO: Mystique, Toad, stay sharp. We're not alone.

KATHERINE: "Sabretooth, stay-- don't get any duller."

MAGNETO (to Sabretooth): And you stay here. Once I give my power to the girl, I'll be temporarily weakened. You'll be my only defense.

TIM: Coup! Coup! Coup!

Sabretooth looks touched.

A couple of extras mill around on a boat, for the express purpose of making a "cute" line that refers to one of the character's names.

EXTRA: Looks like a storm is coming.

TIM: Yeah, I *TOAD* you so.


Underneath the fog, the Blackbird returns to full visibility. It hovers fifteen feet above the water.

Cyclops turns off a few switches, too quickly. The Blackbird falls the last fifteen feet. It floats.

WILL: ...then sinks.


LOGAN: You call that a landing?

TIM: "No, I call it a laking! Hyuk!"

Cyclops looks up...

CYCLOPS: The torch.

WILL: No, he's in the Fantastic Four.
KATHERINE: Mmmmm. Niiice butt shot.


The X-Men walk quietly through.

TV: ...festive garden-party atmosphere as they traversed the tight security...

WILL: "The All-Summit Channel. All summits... all the time."

Logan sets off the metal detectors.

He puts his claws through them, silencing them. To Cyclops' dirty look, he extends one claw, giving Cyclops the finger.

KATHERINE: If this were an English film, he would have had to extend two claws.
TIM: The Brits have different obscene gestures? Kewl! I love foreign culture.

Cyclops grins angrily.

WILL: An angry smile is a nice trick if you can pull it off.

Behind them, a scale-model Statue of Liberty opens its yellow eyes.

Logan sniffs.


LOGAN: Someone's here.

KATHERINE: "That would be... us."
WILL: "Who are you?"


LOGAN: I don't know. Keep your eye open.

Logan goes off on his own.

KATHERINE: Logan's Walk.

CYCLOPS: Logan...!

CYCLOPS: Dammit.

Logan comes back.

CYCLOPS: Anything?

LOGAN: I know there's someone here. I just can't see him.

WILL (as Cyclops): "Story of my life."

As Logan passes Cyclops, he extends his claws.

TIM: "Heh. I saw the shapechanger back there, pretendin' ta be me. Now I can cut him down an' SHE'LL get blamed!"

Another "Logan" tackles him. The two tussle briefly, moving into a side room.

Cyclops aims his visor, not sure which to blast.


KATHERINE: "You must shoot both of us! It's the only way to be sure!"
WILL: "Okay. Maximum power. Just to be sure."

The false Logan slashes a panel and a door closes them off.

Cyclops steps back a couple of paces, ready to blast it open.

CYCLOPS: All right, back up...

Out of nowhere leaps the Toad. He knocks Cyclops into a glass display case, stunning him. Then he sticks his tongue to another door, walling Cyclops off from the group.

WILL: ...Oh my God.

He sticks his tongue to the ceiling and kicks both Jean and Storm. Then he sticks his tongue to Storm's leg. Storm tries to summon wind, but she can't get up enough to stop Toad from hurling her onto the second-floor catwalk.

WILL: I can't take this. I just can't take this.

Toad turns to face Jean. He does a little dance, then leaps at her.

And hangs in midair. Jean is keeping him there with her mind.

Toad spits a wad of goo onto Jean's face. It hardens instantly and she releases him.

Storm peers over the catwalk, still looking woozy.

KATHERINE: "Here I am! Attack me!"

Toad leaps up to the walk. Storm puts out a hand to stop him.

KATHERINE: That'll work.

A couple of powerful kicks later, Storm is falling down the elevator shaft.


Toad makes a silly little "pbbbbb" "too bad" sound, grabs a crowbar, and twirls it a la another character played by Ray Park.

TIM: No, see, he's really Darth Maul DISGUISED as the Toad! Mystique gave him pointers!

Cyclops blasts open the wall.

The first thing he sees is Jean, who's struggling with the goo and still can't breathe.


KATHERINE: "He recognized me! How embarrassing!"
WILL: Could you possibly fuss over her a little more in this movie?

CYCLOPS: ...Hold on.

Cyclops adjusts his visor, and blasts the goo off her face.

WILL: These Hollywood facials just keep getting screwier.

Toad looks back at the elevator shaft where he dropped Storm. It's sparking with lighting and howling with wind. It opens, and Storm flies through it. She's focused her power at last.

TOAD: Don't you people ever die?

WILL: "Yes, but we keep getting better afterwards. Read the comics."

Toad tries to walk forward to attack her again, but he's blasted back by a wind that seems to double in strength with every few seconds. It blows him right out of the shop, and only his tongue keeps him hanging on to the railing over the water.

WILL: Just like the way Jar Jar Binks finally went.
TIM: You still harpin' on that one?
WILL: A man can dream.

Storm's eyes narrow in amusement.

STORM: Do you know what happens to a toad when it's struck by lightning?

KATHERINE: "Uh cuhn't anthuh yuh. Muh tongue ith tied."
TIM: "Uh... he really DOESN'T get struck by lightnin' cause he's seen the error of his ways an' he's really, really sorry an' he thinks maybe you might be up for a tonugue bath..."

A thunderhead booms.

STORM: The same thing that happens to everything else.

KATHERINE: "It gets covered in black soot, and its hair stands on end? See, my education comes from Saturday morning cartoons..."

Lightning strikes Toad. He falls into the lake.

WILL: Dear Lord. Some wise soul cut Storm's speeches by 87 words and made her cool.

Storm comes upon Logan. Logan is holding stock still, sniffing the air.

TIM: "Smells like... gift shop."

STORM: Logan? Is that you?


LOGAN: The other one ain't far away.

WILL: Say, Kath, you think you know what (cough) "Logan" means by that?
KATHERINE: Yo, Storm, ask for some ID!

STORM: We've got to regroup.

LOGAN: I know, but there's a problem.

TIM: "This outfit makes me look fat."

Suddenly Logan turns and plants his claws into Storm's guts. Storm screams. Her eyes go white...

LOGAN: You're not part of the group.

TIM: "Yekk... yes... Yes, I am.... my name is Ororo Monroe... also called..."
WILL: "Where am I?"

Storm extends claws like Logan's, but they quickly melt back into her knuckles. She turns back into Mystique and collapses.

TIM: "Rrrkk... I'm too naked... to die..."
WILL (turns to Katherine): Sucker. (grins)


Logan catches up with Cyclops and Jean. Cyclops aims his visor at Logan.

LOGAN: Hey! It's me.

CYCLOPS: Prove it.

LOGAN: You're a dick.


WILL: You know... I have nothing to add.

Storm shows up over the railing.


KATHERINE: Of course, Storm doesn't have to prove her identity, because... um...


The X-Men climb up. They are now in the head of the statue, within view of the torch.

Wolverine stops.

TIM: "Red light!"
WILL: "Halt!"
KATHERINE: "Lemonade!"

LOGAN: Everybody get out of here.

JEAN: What's wrong?

LOGAN: I can't move.

WILL: "Not even my mouth."

Logan rotates slowly like a dervish, then gets thrown up and pinned against a wall.

KATHERINE: Dervishes always rotate quickly! Who wrote this transcript?
WILL: We're not supposed to be reading the transcript. It breaks the fourth wall.

Brass supports rip themselves from inside Liberty's head. Cyclops blasts a couple of them, but soon they've secured all the X-Men. Cyclops and Jean are pinned facing each other, eye to eye.

TIM (falsetto): "I'm actually almost glad we've been trapped this way, Scott. It serves as a perfect metaphor for how constricted I've been feeling in our relationship..."
KATHERINE: "But I thought you liked that."
TIM: Hey, I do the hornball lines here!

Magneto levitates into the room.

MAGNETO: My brothers. Welcome.

WILL: "Brothers." "X-Men." Are mutants all actually male, even the ones that LOOK female?
KATHERINE: In the movie at least, we've never seen them breeding...

He looks at Logan.

MAGNETO: And you. Let's point those claws of yours in a safer direction, shall we?

WILL: "Safer for me, I mean."
KATHERINE: "It's relative."

Logan struggles, but soon his arms fold themselves against his will and a brass band wraps them in place.

Sabretooth drops down behind Magneto.

MAGNETO: You'd better close your eyes.

WILL: Who? Us?
KATHERINE: Um... okay...

Sabretooth removes Cyclops' visor. Cyclops does as he's told.

CYCLOPS: Storm. Fry him.

MAGNETO: Oh yes. A lightning bolt into a big copper conductor. I thought you lived in a school.

KATHERINE: Wow. Maybe Magneto should be MiSTing along with the rest of us.


A lot of world leaders are having a summit. That's really all you need to know.

KATHERINE: Summat summit or other.
TIM: Huh?
KATHERINE: Old English.
WILL: But you're not Patrick Stewart.


MAGNETO: Mystique? Mystique?

JEAN: I've seen Senator Kelly.

TIM: "Naked. It was really gross."

MAGNETO: So the good senator survived his fall. And the swim to shore. He's become even more powerful than I'd imagined.

JEAN: He's dead.

TIM ("Star Wars"): "Strike him down, and he will become more powerful than you can possibly imagine."

STORM: It's true. I saw him die. Like those people down there will die.

MAGNETO: Are you sure you saw what you saw?

KATHERINE: "Oh... no. I mean... wait... huh?"
TIM: "Well, we were doin' a lot of acid..."


A diplomat talks.

DIPLOMAT: ...For those who are unaware of the historical significance...

KATHERINE: "...of stock footage, let me assure you that this movie continues a rich tradition..."

Many reporters translate his words into numerous languages.

TIM: "Or-fay ose-thay oo-hay are unaware of e-thay istorical-hay ignifcance-say..."


MAGNETO: Why can none of you understand what I'm trying to do? Those people down there control our fates and the fates of every mutant on the planet. Well, soon our fates will be theirs.

ROGUE: Somebody please help!

Rogue continues to scream and cry.

KATHERINE: Rogue continues to scream and cry through pretty much the whole movie, apparently.

LOGAN: You're so fulla shit. If you were really so righteous, it'd be you in that thing.

Magneto looks coldly at Logan.

WILL: What?

Then he levitates himself up and out of the statue's head. Through a number of fireworks. And into the torch.

KATHERINE: He IS going to kill himself along with Rogue! He didn't mention it to anyone because he's not the whiny type, but everything we've seen indicates that he DOES love this cause enough to die for it!
WILL: But...
KATHERINE: His life force PLUS Rogue's, converted to magnetism by their combined power, WILL be enough to swamp the delegation!
WILL: Kath, if it's not IN the movie, we can't use it to argue FOR the movie.
KATHERINE: Wait for the novelization!

Logan struggles against the brass. Finally, he extends his claws, cutting through the brass... and his own body.


Logan falls to the floor.


Magneto pulls Rogue to him by her handcuffs.

TIM: Look, it's a lot gentler than pullin' her to him by her dental fillings.

MAGNETO: I'm sorry, my dear.

ROGUE: Please don't do this.

TIM: "Oh, well, since ya said 'please,' okay."

Magneto touches Rogue's face.

Sabretooth looks down over Logan. Picks him up.

WILL: "I wonder what I can get for him on the collectibles market?"

Logan drives his claws into Sabretooth's guts. Sabretooth roars and punches Logan out the side of Liberty's head. A long fight scene follows, during which Logan retrieves his dog tag from Sabretooth.

LOGAN: This is mine.

WILL: "It's the only way I can remember my name."
TIM (as Sabretooth): "Ruhh! Who are you?"

Scene ends when Sabretooth knocks Logan off the top of the statue. Logan digs his claws in near Liberty's ear. They come through the inside of the statue, just between Cyclops and Jean.

TIM (falsetto): "And this, too, makes a perfect metaphor for something that's beginning to come between us... and how you just won't open your eyes to the problem..."

Logan begins climbing back up.

TIM: Kewl ear piercing.

Sabretooth drops back into the inside of the head. Runs a claw over Storm's neck.

SABRETOOTH: You owe me a scream.

KATHERINE: And with interest, that comes to... one scream and a couple of good snivels.

Logan drops in behind him.

LOGAN: Hey, bub.

WILL: It's just one three-letter word. "Bub."
TIM: TELL me ya don't feel a li'l fanboy TINGLE when he said that!
WILL: ...I can't.

LOGAN: I'm not finished with you yet.

LOGAN (meaningfully): Jean.

KATHERINE: That's something that always annoyed me about these superhero teams. The way they synch up PERFECTLY. They always know what the other one's going to do. It's not like they can read... oh.

JEAN: Scott, when I tell you, open your eyes.


JEAN: Trust me.

Logan holds up Cyclops' visor.

LOGAN (to Sabretooth): You lose something?

TIM: Sabe musta been hidin' it inside his chest.

Jean levitates it out of Logan's hand, and puts it in front of Cyclops' eyes... at a 30-degree angle to his face.

WILL: "Using some simple geometry, escape was child's play."

JEAN: Now.

The visor refracts his laser beam right into Sabretooth. Blasts him out of the head altogether.

He falls into Magneto's boat.

KATHERINE: Lucky thing that boat was right there, or he might have drowned.


Logan cuts the others loose.

CYCLOPS: Thanks.

LOGAN: Don't mention it.

KATHERINE: "...Ever."
TIM: Too late!

The machine is working, sending out its mutating light. Rogue and Magneto are both in agony.

CYCLOPS: We gotta get her out of there.

LOGAN: Can you shoot?

TIM (falsetto, as Jean): "No, he can't."

CYCLOPS: The rings are too fast.

LOGAN: Just blast it.

CYCLOPS: I'll kill her. Storm, can you get me up there?

WILL: "I want to kill her properly."

STORM: I can't control it like that. You could fly right over the torch.

LOGAN: Then let me go. If I don't make it, then you can still blast the damn thing.

TIM: Course, I don't know how much good it'll do, standin' around and sayin' 'Blast the damn thing!'"

Cyclops looks at Logan and makes his decision.

CYCLOPS: All right. Jean, use your power. Try to steady him.

WILL: "But don't try TOO hard."

STORM: Hang on to something.

The wind whips Logan up and out. He grabs a hold of the top of the machine. He begins to cut it up, but Magneto stops him.

JEAN: Not yet.

TIM: "That's what you said last night!"
TIM (falsetto): "Wasn't it worth the wait?"

They struggle. Magneto's powers are weak, and it looks like Logan has a chance.

TIM ("Star Wars"): "Your powers are weak, old man..."

CYCLOPS: Jean, I have to!

JEAN: Wait. Just wait.

There is a sound of metal bending. Logan's claws are bending backward. Rogue's hair streaks itself white.

KATHERINE: That'll clash horribly with the yellow streak down her back.

CYCLOPS: I have a shot.

Jean finally gives in.

CYCLOPS: I'm taking it.

Cyclops blasts Magneto from behind. He falls, Logan destroys the machine, and the light vanishes.

TIM: "Remember this! Good will ALWAYS triumph over evil, even if good has to shoot evil in the back!"

Magneto is down for the count. Logan tries to shake Rogue awake. She looks dead.

LOGAN: Come on, kid. Come on.

KATHERINE (Beatles): "Come on, come on, please please me, oh yeah..."

Logan tears off one glove, hesitates an instant, then touches Rogue's face.

No response. Logan hugs her, face to face, grief-stricken.

Suddenly age lines appear on his face, and every wound he sustained in his fight reopens.

WILL: "Wait... oh, NOW I feel TERRIBLE! This is GREAT!"

Rogue wakes up just in time to see him fall.

KATHERINE: You know, a suicide would be in character right around now.
WILL: Come on. If you don't like her, think of the X-Men. They've worked so hard for this...
KATHERINE: I would never say she should... I'm just saying.


The police are on the scene. They come across what looks like one of their own, lying wounded on the floor.

COP: This one's alive. Get him out of here.

The wounded cop is lying in the exact same position, and with the exact same wounds, as Mystique when we last saw her.



Magneto is just beginning to wake up as the Blackbird flies away.

TIM: "How much did I have to drink?"
KATHERINE: "Think we should have used his own knockout medicine to keep him unconscious till the cops showed up?"
WILL: "Ah, I'm sure they can handle him."


Xavier wakes. He looks over and sees Jean.

TIM (Death of Superman): "Doomsday... is he... is he..."

JEAN: Welcome back. I knew you'd find your way.

KATHERINE: "Even though they trapped you in a psychic shopping mall."

XAVIER: I had you to guide me. How did we do?

Jean frowns. Xavier follows her eyes.

Logan is lying on another lab table in serious condition.

WILL: "That badly, eh? And I don't see Cyclops or Storm around, so they must be dead... I quit."


Jean examines Logan's wounds. They've finally mostly healed. She runs a hand over his body. He wakes and gently stops her.

TIM (innocently): How sweet.

LOGAN: No. That tickles.

JEAN: Hey.


WILL (singing): "Hey hey hey hey!"

JEAN: How do you feel?

LOGAN: Fantastic.

WILL: No, it's "uncanny." The "Four" are "Fantastic."

JEAN: That was a very brave thing you did.

Suddenly Logan remembers.

KATHERINE: ...He suddenly remembers. "We're in Westchester! You're Jean Grey! The rain in Spain stays mainly on the plain!"

LOGAN: Did it work?

JEAN: Yes. She's fine. She took on some of your more charming personality traits for a while...

TIM: "She was feelin' me up on the entire ride home, an'... look, whatever you do, don't tell Scott, all right?..."

Logan laughs, and the laughter turns into a mild coughing fit.

JEAN: But we all lived through it. I think she's a little taken with you.

LOGAN: Well, you can tell her my heart belongs to someone else.

WILL: "Sabretooth ate it."

Jean hesitates. She looks like she's preparing to give Logan "the talk."

JEAN: You know, you and I...

WILL (singing): "You and I... roam to the beat of a different drum..."
KATHERINE: Why don't we just get you to burn a soundtrack CD for the movie?

LOGAN: How's the Professor?

JEAN: He's fine.

Logan takes Jean's knuckles, kisses them, and returns them.

KATHERINE: "Milady."
TIM: Just don't kiss HIS knuckles, ok? He's a little TOO ticklish there.


Once again, the metal maps out the location as Xavier describes it.

XAVIER: There's an abandoned rocket factory in Alberta not far from where we found you. There's not much left, but... you might find some answers.

WILL: Is that what he meant by "everything in his power?" "Here's a map. So long."

LOGAN: Thank you.

XAVIER: Are you going to say goodbye to them?

TIM: "Nah, that would be awkward. They don't expect me ta remember them."


Bobby and Rogue are playing pool. Cyclops, Storm, and Jean watch television.

TIM: "X-Men: Evolution" is on.
WILL (Cyclops): "Oh, I was not that dorky-looking!"

To paraphrase the TV, the Mutant Registration Bill will probably not go through because of the dramatic reversal of Senator Kelly. We see Kelly giving a press conference.

KATHERINE: He only flip-flopped because he hopes to be the VP for a pro-mutant candidate. Sigh. No one has principles anymore.

KELLY: I was wrong on this issue, and I hope that in time, I may be forgiven.

As he moves through the crowd, Storm puts the TV on "pause." We see Kelly's eyes briefly flash yellow.

STORM: Mystique.

KATHERINE: Oh, come on, the "forgiven" line didn't give it away? Politicians don't ask for "forgiveness."

CYCLOPS: Son of a bitch.

TIM: No, just a bitch, though I can see how she causes gender confusion.
WILL: Wrong! Remember, all mutants are male!

Logan passes them all. Only Rogue seems to notice. She runs after him.


Rogue catches up to Logan.

ROGUE: Hey. You runnin' again?

WILL: "I heard the Professor was mad at me."

LOGAN: Not really... got some things to take care of up north.

He runs a finger through the streak in her hair.

KATHERINE: ...and collapses and dies.

ROGUE (smiling): I kinda like it.

ROGUE (serious): I don't want you to go.

TIM (tenderly): "Tough shit."
WILL: "Kid, let me explain. We're setting up a sequel here. S-E-Q-U-E-L. You think Xavier's "old money" is going to keep paying for this house forever?"

Logan takes out his dog tag and puts it in her glove.

LOGAN: I'll be back for that.

Logan walks out the door. He notices a motorcycle, parked nearby. He smirks...

Logan motors out of the school. We can see the address: 1407 GRAYMALKIN LANE.

KATHERINE (Jean Grey): "Scott, don't the tags on your motorcycle expire today?"


Magneto and Xavier are playing an extremely fast-paced game of chess in a cell where everything appears to be made of plastic.

MAGNETO: Does it ever wake you up in the middle of the night, the thought that one day they will pass that foolish law or one just like it, and come for you and your children?

WILL: "Oh, no. I'm much too old to be having children. Old, old, oooooold."

XAVIER: It does indeed.

MAGNETO: What do you do when you wake up to that?

KATHERINE: "Fix myself a bowl of ice cream and watch QVC."

XAVIER: I feel a great swell of pity for the poor soul who goes to that school looking for trouble.

MAGNETO (sighing): Why do you come here, Charles?

TIM: "Ta see yer wrinkled-up ass rottin' in jail."

XAVIER: Why do you ask questions to which you already know the answers?

MAGNETO: Ah, yes. You're continuing to search for hope.

TIM: Which one? Hope, Arkansas? Hope, Alaska? Hope, New Jersey...?

Xavier simply looks at Magneto. Magneto looks back.

A policeman comes to escort Charles out.

MAGNETO: You know this plastic prison of theirs won't hold me forever. The war is still coming, Charles, and I intend to fight it, by any means necessary.

Something tightens in Xavier's eyes. He leans in close to Magneto, and his voice is hard.

XAVIER: And I will always be there, old friend.

KATHERINE: You should have known from the first not to oppose the all-powerful coolness that is Patrick Stewart.

As Xavier leaves, Magneto flicks the king over. It has a little metal in its base.

WILL: This is sort of like giving Hannibal Lecter one toothpick. You know he'll rise to the challenge!

End credits.

TIM: So whaddaya think, guys? Can movies like these really make people who hate each other heal their differences an' find common ground? Points of agreement?
TIM: Oh, well.

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