"DEMOLITION MAN" (1993)

DEMOLITION MAN

Participating Writers:

Peter Lenkov Robert Reneau Daniel Waters Fred Decker Jonathan Lemkin

Story by:

Peter Lenkov Daniel Waters

Screenplay by:

Daniel Waters Jonathan Lemkin

SILVER PICTURES

November 19, 1992 c 1992

"The world of the future will be an ever more demanding struggle against the limitations of our intelligence..."

Norbert Wiener

"On the whole, I'd rather be in Philadelphia..."

W.C. Fields

DEMOLITION MAN

FADE IN:

Dark, ominous clouds of smoke. A beat of semi-calm. And then... A long blast of TRACER FIRE cuts through. And another. And another. We TILT DOWN to discover we are --

A city on fire. A block here, block there. More TRACER FIRE. A cross between the LA riots and Gulf War. A SUPERED TITLE: LA RIOT III. And then FADING IN BELOW: MONTH 4. We CONTINUE MOVING ABOVE the ravaged city --

VOICE #1 (V.O.) (filtered) You imagine what it was like when they had to fly choppers through this shit?

VOICE #2 (V.O.) Not even.

Gliding totally silently INTO FRAME is the biggest, darkest, midnight blue blimp you've ever seen. Small gold letters on the side -- LAPD. Fully armored beneath. Woven kevlar on the sides. BULLETS REBOUND with a long ZZZZZIP off the sides. PING SOFTLY off the plastic armor on the bottom.

VOICE #1 (V.O.) I don't understand where we're going and why the hell we're bothering anyhow...

A new voice responds. This one brooks no discussion --

JOHN SPARTAN peers down into the fiery landscape.

Way up ahead, amid the flames, is a fortress. A square city block. Walled. Something out of the middle ages. The walls are entirely made from stacked abandoned cars.

Spartan is dragging a heavy bag up towards the door. PILOT #2 looks at him curiously.

PILOT #2 How come they call you Demolition Man? Are you with the bomb squad?

Spartan gets his bag into position.

He checks out the window. They're not quite there.

The PILOT takes a thermogram of the building in the middle of the compound. We see a series of heat-outlined figures moving inside.

PILOT #1 Six. One still, in the middle. The rest moving around. I don't see any thirty people.

To the naked eye, out the window, tucked against the wall of cars, a large tarp. To the thermo, the still warm inner

workings of the muni bus. Faint outlines of the engine, drive train, even seats and frame. Bingo.

Spartan takes a deep breath. Loosens up his right shoulder. Loosens up his left. Checks the gun on his right hip. Checks the gun on his left. They both cross draw. Reaches down to the bag at his feet. LAPD in reflective letters on the side of a backpack. Spartan yanks some kind of rope out of it.

PILOT #2 Isn't that for getting people out of burning buildings...

Slaps a carabiner onto a big eyebolt by the door. They're dead center now over the complex below. He opens the door. Jumps out.

Spartan falls three hundred feet from the blimp. Dead silent. The line runs free behind him. It's a giant fireproof bungee cord. As the downward force of gravity and the upward pull of the bungee become exactly the same, Spartan stops dead in the air for just the briefest moment. Whips out a Bowie knife and slashes the cord above his head. Falls free the last ten feet to the roof of the building. Lands on his feet. Lightning cross draw. A gun appears in each hand.

A lookout pops up on Spartan's right. Spartan clobbers him. Another lookout pops up on Spartan's left. Spartan ducks, rolls quietly, clobbers him, too. Listens. No one's taken notice. Holsters the guns. Moves in towards the roof hatch.

Stacked with armaments and stolen goods. M70's straight outta the National Guard Armory. Crates of ammo. Stacks of looted Sony HoloSets still in the boxes.

Spartan makes his way carefully along. Ready. Spins at a SOUND. Nothing there. Spartan crouches low. Slips around the crates. At the far end, a very large guard is doing just the same thing to peer at where Spartan just was.

Spartan launches himself at the guard. Hammers his head against the floor. This guy is not getting up again for a long time. Spartan spins at a SOUND. Another equally large guard dives on Spartan from behind. He never makes contact. Spartan uses his momentum to fling him past and into the wall. This guy isn't getting up again in the near future either. Now the room is clear. Moves towards the stairs.

SIMON PHOENIX snorts a long pale blue line up one nostril. A long pink line up the other. One blue eye, one brown eye. Blond hair. Black skin. Looks up at another thug. Punches up the security cams on half a dozen slightly futuristic monitors. Unconscious guards can be seen on all of them. And on the last, Spartan, coming... Phoenix jabs a loaded orange syringe into an arm. The drugs all hit various lobes.

Spartan creeps quietly down. Looking, watching, listening. Suddenly, the stairs are racked with MACHINE GUN FIRE.Chips of concrete fly from around his feet. Spartan flattens against the wall. Half a beat. Steps out FIRING. The machine gun stops. A body plummets by down the center shaft of the stairs.

Phoenix is dumping can after can of gas all over the floor, the walls, everything.

ANOTHER ANGLE - STAIRWELL AND LANDING

Spartan steps onto the landing. Checks high and low. Room is clear. He can smell the gas.

BACK TO PHOENIX

Simon pries open the fuse box. Flips off all the breakers. Building is plunged into darkness.

BACK TO SPARTAN

Spartan quietly speaks into the LAPD button mike on his lapel.

Half a beat later, blinding white light blows through the windows.

The blimp casts down a wall of light. 32 million candlepower pours straight down.

A wild melange of white, white light and dark, dark shadows. The gas fumes ripple, refract in the air. Lights bounce off the pools of gasoline. Spartan rolls into the room. Both guns come up.

Spartan keeps the guns trained on Phoenix. Simon scratches his arm. It's a junkie's twitch. Or is it... Spartan can't see it, but there's a kitchen match tucked behind Simon's ear. Phoenix reaches up to scratch another itch. Frees the match in one gestures, strikes it and tosses it into the pool of gas. Smiles. A friendly happy smile.

The room bursts into flames. He throws back his head and laughs. Spartan dives on him. Tries to hurl them both through the window.

But Phoenix is either stronger or just far crazier and drugged up. Smashes the two of them into the wall instead. They trade blows. The building gets worse. AMMO starts to EXPLODE downstairs.

A giant LAPD wrecker with a cow catcher front blasts through the main gates. LAPD Humvees follow.

A young cop (ZACHARY LAMB) gets out, looks at the main building, shakes his head in amusement at the destruction --

The battle continues. The two trading blow for blow in this fiery arena. The two men are practically on fire. Finally Spartan knocks Phoenix cold, a clean shot straight in the face. Phoenix drops in a heap to the floor. Spartan shakes his head, sighs, bends down to retrieve his prisoner and...

The BUILDING EXPLODES. Long and LOUD and high and mighty.

OVERHEAD POV

The fireball rockets by the blimp.

The Pilots with mouths agape as the fireball crashes by.

The EARTH RUMBLES. Those who aren't thrown to the ground dive for cover. The SECONDARY EXPLOSION kicks in.

Everything that didn't blow straight up in the air blows out what remains of the sides of the building. Nothing's left standing.

The dust begins to settle. Flaming wreckage and embers are still dropping from five hundred feet up. A beat. A beam shifts in the wreckage. It's a big beam. It moves aside. Spartan emerges dragging his prisoner out behind him.As he's being dragged along, Phoenix comes to. Spartan hands him off to another officer to be booked. Captain STEVE HEALY, Spartan's long-suffering captain and friend, comes out of the crowd of officers.

Healy continues to shake his head in consternation. No way he believes that... Spartan ignores him. Wipes the soot from his face. Shakes his head in disgust, walks away...

The Tactical Fire Response vehicles have arrived. Fully- armored firemen wearing bulletproof gear fight the blaze. Spartan continues to stride away. And then everything fucks up. One of the TFR OFFICERS in the wreckage calls out --

Spartan stops dead. He looks sick. Healy's not thrilled, but he knows what's required of him --

Spartan in stark white overalls. A beautiful, shaken woman holding the hand of a small child. About six. Spartan bends down to the little girl. Unclenches his fist. His LAPD badge inside. Pins it on the little girl, KATIE.

She holds the badge, nods solemnly. Spartan kisses her on the cheek.

She's young enough that it's unclear whether she understands that her father is going away for good. Spartan chokes back a sob. Stands back up. Kisses his wife. Everything that can be said, has been said. They kiss again.

Behind him, in front of two locked doors, are a pair of prison guards in odd, heavily-insulated uniforms. Tanks, heater batteries, guns. Spartan heads towards the far doors. They follow. Spartan steps through the doors, the guards now at either elbow. And into --

The CryoPenitentiary is a Godel-esque nightmare of architecturally-perverse layers and levels, the Guggenheim mixed with industrial meat locker. All still half under construction.

Spartan is led along the middle ring to where a doctor, two white-coated technicians and a young-looking WARDEN SMITHERS are waiting.

Above him prisoners are encased into the ground in massive glass hockey pucks, contracted into pained fetal positions. Their faces are hauntingly twisted into gargoyle expressions of tortured struggle.

The group arrives at an empty chamber. The technicians nod to Spartan. He drops off the white overalls. Steps free. Stands naked. Doctor injects him with luminescent blue fluid.The techies slap on sensor pads. Head, heart, all over... Spraying him down with Freon. Mist everywhere... We see the temperature

dropping on the monitors. The Warden looks at a crib sheet. Clears his throat.

Spartan shivers, contemplating one of his stiffening hands.

Spartan is beginning to shake from the cold. His lips turning blue before our eyes. Color just drains away.

The technicians attempt to help Spartan into the chamber. He shakes them off to stagger down on his own. Let's not kid ourselves, he's scared --

TITLES BEGIN as...

The casing door is closed over him. MONITORS down the lining of the circular chamber show a digital rap sheet, a dropping thermometer, a parole date, and today's date: November 20, 1998. A super-chilled clear goo flows in, packing and preserving isolated Michelangeloesque segments of the defiant statue that is John Spartan.

But he's still conscious. Still even struggling a bit. On the arm above the chamber, inside a vacuum bell a small vial is auto unscrewed. LOCKED and SAFETY lights cycle. We see a tiny white chip inside. The vial is moved into place by a tiny robot arm. Bottom vent is opened. The chip is dumped into the chamber. It's the opposite of watching ice shatter. Instead, the whole hockey puck goes solid in an instant and a half. The thermo read-out drops in an instant to a half degree above 0 degrees Kelvin. It's done.

The VIEWER makes a GENTLY DIZZYING JOURNEY AROUND the chamber, SETTLING FOR A MOMENT ON Spartan's contorted- into-a- defiant-sneer face.

The VIEWER'S VIEWPOINT KEEPS PULLING OUT to see that the date on Spartan's MONITOR now reads August 3, 2042. Warden Smithers, now a bespectacled, gray-haired old man, in a peculiar uniform, shuffles past the completely unaged Spartan.

He grumbles by in a phone headset equipped with fiberoptic video gear, and OUT OF FRAME we see that the prison has become vaster, stranger, with multiple grated catwalks and more networks of artfully-engineered piping. And heavily, heavily stocked with prisoners...

Smithers looks up at his holoset. Hovering in front of him in the air is Lenina Huxley.

A 2042 police car glides INTO FRAME. We MOVE WITH it as it passes by a series of austere geometric buildings.

Green, green glass. Blue, blue sky. Cleaner than Disneyland. The future is perfect. More emissionless cars gliding silently by.

Behind the wheel, the mischievously-beautiful LENINA HUXLEY. A heads up display announces she is calling Warden John J. Smithers. The order of business is "Prison Population Informative Query." And future or not, Lenina fusses with her hair. With both hands. The steering wheel is not present at all.

ON HEADS UP DISPLAY

Warden Smithers gently reminds her that ---

Smithers is striding along, the conversation projected in the air in front of him from the HoloSet he's wearing.

Smithers peers at her almost suspiciously.

The Warden's image poofs.

Tugging off his headset, Warden Smithers clacks to a checkpoint wall at the end of the grating. Smithers puts the back of his hand on a screen in the wall.

Smithers leans into a peephole.

INSIDE PEEPHOLE

A harmless red laser flickers over an EXTREME CLOSEUP of the Warden's eye.

The wall slides open and Smithers enters into a ceiling- less space beneath the awesome tiers of cryo-cells.

Smithers grumbles past a barely conscious cryo-prisoner, who is strapped atop a sleek, thin, and uncomfortable "wheelchair." Two Guards flank the hunched over and dripping convict as Smithers plops behind an industrial chic table and flicks on his CompuClipboard.

Eyes half open, the Cryo-prisoner unsuccessfully gropes for a syllable.

As the pathetic Cryo-prisoner is wheeled off, the Warden's VOICE ECHOES electronically from ---

-- a steel intercom box on the wall. Two Med Techs load a still unconscious prisoner into another wheelchair. We don't see him. Just a hint of a well muscled black arm and a head still lolling unconscious on a shoulder, with blond hair...

Huxley finishes primping. Hits a button. The dash unfolds, a steering wheel emerges, locks into place. Lenina calls out as she activates her badge.

A serenely annoying VOICE answers her

She rolls her eyes. Waits to see if it's going to scold her again. After letting her sweat it out, the car doesn't ---

Huxley's police car glides by. A beat. In front of one perfect building is a small object the size and shape of a COFFEE CAN. As we PUSH IN TO it, we find, it's TICKING.We can see the escape wheel ratcheting back and forth. It's very crude, very 1920's clockwork. Four ink-filled quadrants on a wheel inside. The yellow quadrant rotates into position.

A small sharp EXPLOSION. Like an ink jet, the yellow ink is flung through a nozzle against the wall in an 8 x 20 foot swath. The red ratchets and FIRES, the blue as well.Now we can see the graffiti bomb has screened a message on the wall - - "Life Is Hell." The black EXPLODES. Little Death's Heads are sprinkled around the message. The ink jet MACHINE BLOWS itself up. Pedestrians gather and stare at the message. Mouths open, dumbstruck.

Two shock poles emerge from hidden panels in the side of the building. A sheet of LIGHTNING FLASHES between them.The message turns to ash and falls to the ground. The poles tuck back into their boxes. A small rabbit- sized VACUUM SWEEPER emerges, ZINGS along on its own power and SUCKS up the ash.

Near the chaos, we discover this whole thing's been a diversion. Up from a manhole comes a strange-looking pipe. A crude periscope.

PERISCOPE POV

watching as a food delivery truck pulls up to a loading dock. Food pallets are unloaded.

THOMAS PAYNE, a young wild-haired madman in some kind of ancient mechanics coveralls watches through the periscope.

Two other equally disreputable types are with him. SCRAPS, leftovers from the perfect world above.

SCRAP #1 (worried) We're not ready.

Payne's got things to do, people to see. Takes off down the tunnel. The other two follow. As the periscope ducks back down ---

A pair of frosted doors reading S.A. and P.D. slide open to the presence of Lenina Huxley. She enters into a police station not of typically bustling pandemonium, but shocking, softly lit tranquility. Multi-ethnic officers of all shapes and sizes murmur about, monitoring screens with the casualness of the staff at a new age bookstore. No rush, no worries... Lenina strides past an impossible PERKY DISPATCHER chirping into a high tech headset.

A TOUGH looking COP, sipping a vibrant green juice, sidles up to Lenina. They exchange a non-touching "handshake" that has them each making a circle with their open palms.

She's cut off by her by-the-book superior, CHIEF GEORGE EARLE.

Lenina turns and walks through her open office door, making a face out of sight and ---

-- curses almost silently under her breath as she enters...

A MORALITY BOX on the wall picks it up.

Lettering appears on the face of what appears to be a block of solid marble. A thin sheaf of paper slides off the front with the reprimand.

The contrast between everything we have seen so far and her office is staggering. Her quarters are filled with framed and faded nostalgia pieces of the 20th Century. Posters of violent movies, books, magazine covers, ad signs, artworks and framed newspapers, all of a dark nature. A hopelessly sweet officer, ALFREDO GARCIA, sits in the middle of the room shaking his head...

Lenina gives him a deadpan glare:

Simon Phoenix is still fighting to shake off his defrosted confusion. Locks eyes with the warden.

The look he gives Smithers is chilling.

Smithers is unsettled. Phoenix is far more awake than the norm.

With a LOUD BUZZ, the electronic MANACLES around Phoenix's arms and feet fly open. Phoenix knows a good thing when he sees it. Immediately panthers up for a savage kick into Guard One, doubling him over. Phoenix tears from Guard One's holster an air-injection syringe that is filled with the luminescent blue liquid. He FIRES the SYRINGE right into a charging Guard Two's forehead. Turns and approaches slowly and menacingly at Guard One.

GUARD #1 (just able to breathe again) How did you know the password to the cuffs?

Phoenix smashes Guard One in the neck. Left handed. Crushes his larynx. The Guard falls dying to the ground. Smithers crawls over his table, breaks for the door. Phoenix effortlessly latches out to his fleeing neck and pulls him face-to-face as the Guards behind them shiver into rigidity. Grins at him. Plucks a sharp pen from the warden's pocket.

VIEW FROM PEEPHOLE

The harmless red laser again flickers across Warden Smither's now bulging eyeball.

The conference area wall slides open, revealing Simon Phoenix, elegantly holding the warden's detached eyeball.

Phoenix flicks the eye away and struts forward. The wall shuts.

Phoenix glances at the speaker. The future is fucking weird ---

And he's gone...

A wall on the side of the station house suddenly becomes translucent. A map of San Angeles filling the wall.A small red dot blinking in the middle.

She continues to drone on in the background as the scale of the map decreases over and over again zooming in on the Cryo- Prison. The blinking red dot remains constant. The Perky Dispatcher punches 1 - 8 - 7 into a keyboard. Examines the screen. Faints dead away. Falls from her chair. The Tough Cop rushes over. Sees the screen. He drops his juice.

Garcia and Lenina come into the fray.

Lenina shrugs. She has no idea. Runs to a nearby terminal. Punches it up.

Punches another button. The map is replaced with an image from the Cryo-Prison. Two dead guards. Warden Smithers crawling painfully toward the door. It's a brutal image.

The warden stops crawling. Collapses.

Chief Earle arrives manfully on the scene. No idea what's up.

Earle sinks into a chair. Cops all over the station are in severe, gasping trauma.

Half in a prisoner's smock and half-dressed in salvaged parts of the guard's uniform, Simon Phoenix strolls outside the austere prison building, crossing an unimaginably perfect green lawn. Before him, in a small parking area, a DOCTOR, wearing a white coat over "stylish" duds, opens up his sharp user-friendly sportscar with the code on the back of his hand.

Simon's having a good time.

Lenina streaks past her zombie co-workers, cool under fire, to spin the main computer screen to her.

A list of names flashes on the screen.

A grizzled African-American veteran, ZACHARY LAMB, steps behind Lenina, covering traumatic memories with a stoic shudder. He points to Phoenix's name on the hearing list.

Garcia has punched up a camera view of a prone body in the parking area.

The Perky Dispatcher has come to. Begins to sob and then to wail. Lenina can't concentrate. Gives the Dispatcher's rolling chair a firm push, sends her drifting away across the station.

The adrenaline in the control room surges. Tears are being wiped away. Justice is near.

Phoenix twists out of the doc's car onto a completely unfamiliar Hollywood and Vine. The rotating and SPEAKING STREET SIGN may say so, but nothing else is recognizable. Brutal-killer is briefly confused-child, as Phoenix tentatively soaks in his surroundings. A TROUBLED-LOOKING GUY in his twenties stands before a CompuKiosk. Half phone booth, money machine, half computer terminal...

Phoenix savagely pushes the Troubled Guy away. The kiosk is an open booth with a row of large buttons, a monitor, and a keyboard.

Phoenix curiously examines the row of buttons: Ego Boost, Citizen Confessional, Public Psychiatrist, Atlas, Serenity Sayings, Banking, Mail, Telephone Directory... he's gotta know. Pushes the Ego Boost. Half a beat, then --

Simon grins.

The future just amuses the hell out of Simon. Phoenix slams down the information button. He drops his hands onto the keyboard and his fingers fly. His grin grows wider and wider. His fingers stop and --

Information flashes by. Thomas Payne's picture, rotating, life history scrolling by, maps, routes, overhead and underground plans of the city. Phoenix takes it all in. Light speed. No problem. His fingers fly again. The screens finally end with an image of a pis- tol. Rotating, exploded views, metallurgy information. Phoenix exhales a confused grin.

A morality BOX attached to the kiosk BUZZES.

A thin sheaf of paper slides off the front with the reprimand.

The BOX BUZZES TWICE to his left. Two more sheets of paper appear.

Phoenix is ready to punch in the screen when two S.A.P.D. patrol cars pull to a dramatic halt behind him.

Simon beats the Morality Box to it. BUZZES at it first. Grins. Four cops get out. Unsheathing electronic stun batons. They switch on. Blue phosphor glow...

Lenina and the other cops stand in front of the wall monitor. It shows an angle of the scene from a building corner mounted camera turret. The image pans over and locks onto Phoenix as he stands at the information kiosk. The police can be seen moving in. The cops in the squad room begin cheering.

Another squad car pulls up behind. Two more cops emerge. Phoenix looks casually at the six of them. The police move forward, blue sparks now spitting from their electrified batons. The SQUAD LEADER glances down to a hand-held Strategic Apprehension Computer.

Phoenix lets off a laugh.

The cops look puzzled.

Phoenix turns back to the terminal. His fingers fly. Under which --

Phoenix finishes a final keystroke. The graffiti removing shock poles burst from the building beside them. Fires. Electrocutes and cooks one of the cops.

The cops are stunned.

The nearest cops approach with their stun batons. Simon kills them both. It doesn't take long. He breaks a neck, he spearhands a sternum, drives a jawbone into a skull. It's all very graceful. Death ballet.

They turn and run away. Simon leaps over the squad car. Now he's in front of them. They freeze.

Catches up with the two of them. Kills them both. Effortlessly. Just for variety uses a different style of martial arts this time. Two more are left. They're frozen. Deer in the headlights.

The cops watch in horror as the last two go down.

Simon spots the SecurityCam. Comes towards it with a leer.

Despite the electronic distance, cops recoil in fear.

Simon rips the cover plate from the camera stanchion. Yanks out the transmission cables. Looks directly into the camera. He's having a very good time.

On the giant monitor Simon glares at them

Half the cops in confusion and fear do.

Simon looks straight at the camera.

Jams the spark wand in the main transmission cables. Sign off.

Every MONITOR in the station blows to STATIC. Huxley's fingers fly.

On the big screen -- Cahuenga Security Cam POV. When the zoom starts, we can't even see Simon, when it ends, we can see him highly compressed by one of the squad cars. Under the hood. Jamming the stun baton around.

Simon finds what he's looking for. He backs off. The CAR EXPLODES. Smoke everywhere. It clears. No Simon. Dead silence in the station. The car still burns silently on the giant screen. Lenina punches it off.

A tall, silver needle rising from a plaza complex.

DR. RAYMOND COCTEAU lectures at the end of a conference table. We don't see who he's talking to. He has that weird serenity of the obscenely-wealthy or a President-Elect-for- life.

We REVERSE to see, instead of chairs with people in them, the table is surrounded by HDTV video monitors on swiveling mounts. Each screen has the face of a San Angeles department head and his/her sphere of responsibility: PublicWorks, Orderly Conduct, Public Dietary Concerns, Litter... Twelve swiveling video heads, all watching and listening.

The other video heads turn and nod in agreement.

The VIDEOHEADS nod and MUTTER their approval.

Cocteau's assistant, ASSOCIATE BOB, comes in the room. Gives Cocteau a significant look.

He waves dismissively at the MONITORS. The SOUND MUTES. The video freezes. Bob is a large man with an oddly high-pitched voice and a strangely-officious manner.

Bob shudders.

Cocteau gestures to the frozen video heads.

Earle nods and shudders in front of the shimmering image of Raymond Cocteau. He's really shook.

Earle's image appears on all the VideoHeads.

Cocteau clicks off the Holo. Rolls his eyes. As if the cops have a chance against Phoenix...

Earle nods. He has no idea what that might entail. He looks really ill.

Silence reigns. No one knows what to say. Lenina has her head in her hands in shock.

Nobody has a clue what to do. Lenina looks up. An idea forming --

Lenina looks at him with a pleased and spooky smile.

Garcia, Earle, and Lamb are huddled before Lenina's console.

ON SCREEN

Shot after shot of Spartan emerging from the wreckage of destroyed buildings dragging his prisoners behind him. Everytime: Wreckage, Spartan, Prisoner. Wreckage, Spartan, Prisoner.

MORE WRECKAGE

This time Spartan is marching away from a flaming, over- turned police car, carrying a young girl. A TV camera crew scrambles up.

LENINA

smiles at the screen --

A smile slowly unfolds on her face. Lamb knows where she's going as we...

ON a Status panel: Cellular activity: Null. Temperature:

CAMERA MOVES TO the chamber as the autolock begins to unwind. Unlock. The arm moves aside. The frozen puck rises from its chamber. Spartan hasn't moved, blinked in 40 years.

Two Techs in insulated suits and gloves stand on either side. Both wear tiny flip-up welding goggles. The first, takes out a Durameter. Tests the puck. Harder than steel, a little less than a diamond.

Tech #2, holds a handheld Magnesium Thermite Laser. About the size of a skill saw. For the first time we notice there are six small raised half domes on top of the puck. Indices. Drops the guide ring at the end of the MTL over an index. Flips down his goggles.

Fires the MTL. The entire puck lights up white white. We almost get the feeling Spartan can sense what's going on.A burst of energy melts a small hole in side of puck. We STAY ON Spartan.

WIDE AGAIN

Tech #1 drives over a crane with a six-clawed arm. Like a standing forklift. Or a gladiator... the fingers drop into the laser cut holes. They raise the puck. Carry it away.

The puck sits on a stainless steel podium. Completely alone in a round stainless steel room.

Three MTL lasers begin to pulsate madly. One from above cutting in, spiraling in towards Spartan. The others top and bottom shaving an eighth of an inch in a tenth of a second with each pass.

The puck shrinks away, the beams grow closer and closer to Spartan. Just before they would hit him, the beams turn blue. Steam bursts from the puck. Fills the air. Obscures everything. The lasers stop. Darkness.

The entire chamber splits open. A room within a room. Spartan rolls over limp and supple collapsing, onto his back. Med Techs rush in.

Lenina, Garcia, and Earle are standing at one end of a long table. Gaping. Spartan sits slumped at the other end of the table. Draped in a grey industrial jumpsuit. Still half comatose.

Earle is shaking his head. He can't believe he agreed to this.

They all watch warily. Spartan comes to with a start. Looks up at them. Looks around quickly for any immediate threat. Sees none. Tries to stand. Can't yet.

A gulping Garcia creeps to Spartan. Spartan claws out, ripping Garcia down to rasp...

Spartan pushes Garcia away.

Huxley comes over. Clear and concisely...

Whoa...

This takes a moment to sink in. Then, defrosting, haltingly...

Huxley steps in.

He looks at her like she's nuts.

He gets up. He's way stiff.

They back off in fear.

Spartan creaks his head toward Garcia, spooking him back away. Spartan vigorously scratches his hand as he speaks.

Spartan looks at it in amazement.

Spartan remembers. The freezer was bad, way bad. He swallows hard and --

Huxley and Garcia are waiting by the police car out front. Half a beat, John Spartan, now completely done up in a 2042 cop uniform comes out. He feels like a buffoon.

Spartan is stuffed into the back seat of Lenina's police car. Absently scratching the back of his hand, Spartan stares out his window in amazement at the shiny, happy people in the happy shiny city. Meanwhile, Lenina and Garcia are staring through a rearview screen at Spartan with equal amazement.

Spartan looks at her. What was that?

She trails off, as she sees Spartan staring out the window shaking his head, very much alienated from everything around him.

The RADIO quickly turns ON and changes stations to:

Lenina and Garcia join in for a sing-a-long finish as Spartan turns back to the window, eyes bulging. He goes back to scratching his hand.

HUXLEY/GARCIA (singing) Even kids with chicken pox love hot dogs, Armour hot dogs. The dogs... kids... love... to bite.

Emotions are still a little frayed at the station, but a certain peace has returned. Lenina approaches the Tough- looking Cop. They again exchange nontouching circular hand spins.

Spartan trudges through a spooked gantlet of 2042 officers. The Tough Cop greets him, raising his hand.

Spartan reaches out and shakes the Tough Cop's hand. It's like he spit on him. The Tough Cop tries not to react, but he's clearly disgusted.

The entire station roars with laughter. Spartan stands unamused.

The station roars again. Spartan shakes his head and scratches his hand. Suddenly, the elderly Lamb comes INTO VIEW. Spartan's mouth falls open.

The nearest Morality Box dutifully BUZZES.

Three sheets of paper come off. Spartan looks at it. Grins. Walks over to the machine --

A whole sheaf of paper peels off. Spartan gathers it up. It wads nicely.

Spartan examines all the TechnoWonders as Lenina punches up an illustration on the screen: a small, square microchip being surgically inserted into the top of a hand. It's tied into the veins and blood supply as well.

Spartan seethingly contemplates his itching hand.

As Spartan rages, roaming around the station, Morality boxes have heart attacks keeping up with his offenses.

The museum is located in the Cocteau complex. Phoenix wanders through a hall arrayed with displays of various '80s/'90s/'00s/'10s artifacts. A Girl Scout Troop (in modernly-modulated uniforms) looking down as we realize that large sections of the floor of the entire museum are transparent. Below is an archeological exhibit of a section of the old city -- parts of buildings and streets.

One of the Scouts presses a large red button. HONKING CARS, SWEARING in Spanish, GUN SHOTS, SIRENS, RAP MUSIC... At the end of the hall, there's an arrow to another exhibit:HALL OF VIOLENCE. Phoenix grins.

As he heads down the hall --

Spartan, Lenina, and Garcia stride towards Huxley's cruiser.

Spartan gets into the driver's side. Lenina gets in the passenger. A beat. They both emerge.

Chief Earle sits before the vidphone. Sweating. Cocteau's scary serenity stares back at him.

Raymond quietly enjoys his own wit.

OFF Cocteau's look of quiet surprise ---

The exhibit begins with the crudest weapons, cavemen with clubs, stone axes, arrowheads, and moves up the ladder of history toward modern day --

Western Colt revolvers, an old-time gangster Tommy gun... In the middle of the room is a Civil War cannon. A stack of cannonballs sits next to it.

He keeps moving down the line. Past the 1940s, the 1990s... And finally a weapon he doesn't recognize at all. Magnetic Accelerator Gun. AcMag for short. Phoenix grins.

Punches the glass in the exhibit. Hard. His fist bounces off. It hurts. He looks around for something to break it with. Nothing. Side kicks a larger expanse of glass in

front of another display. Almost breaks it. Not quite. Growls. A MUSEUM HELPER/GUARD comes into the room. Moves towards the annoyed Phoenix smiling pleasantly.

The Guard looks at him in total confusion. Phoenix grabs him by the lapels and shot-puts him across the room into the GLASS. This time it SHATTERS impressively.

A very mellow ALARM GOES OFF MURMURING "PLEASE EXIT" over and over. Simon begins sorting through weapons available.Loads a SHOTGUN from the case. Tests it by BLOWING up another display. Works just fine. The ALARM changes to "PLEASE EXIT RAPIDLY." It begins to annoy him. He BLOWS the loudspeaker away. BLOWS up the AcMag case. Grabs the gun. There doesn't seem to be any cartridges. No way to load them either. Aims, fires. Nothing.

There's an information booth at end of the room. Phoenix can't help himself. Presses the Ego Boost Button again.

Phoenix chuckles appreciatively, presses the "?" button.

Graphics flicker madly on the screen.

Two GUARDS appear in the doorway behind him.

GUARD #1 (tough-ish) Excuse me, Museum Patron...

Without a second beat, Phoenix SHOTGUNS them both. In the background we can hear the ALARM change "RUN. RUN..."

A set of steel DOORS WHOOSH down, sealing Phoenix in. Phoenix turns back to the computer as ---

Laughs at his own wit. Grabs a shoulder bag from a Vietnam era GI display. Starts loading up on weapons and ammo.Kid in a toy store. Examines, discards, chooses... And

everything is free. He turns to the Civil War cannon. And grins...

The SAPD car is parked at the curb. Doors popped open. Museum patrons and guards flee. Spartan, followed by Huxley and Garcia, moves against the flow.

A cylindrical metal periscope suddenly pops up from the sidewalk. As Spartan stares down at it, the periscope zips back down the hole.

Spartan heads for the door. Garcia has a distraught moment before following. Garcia hands Spartan a stun baton. It SPARKS to life.

Spartan casually pokes out to a nearby scared guard. The guard drops like a dead weight.

They start to scurry. There's a moment as he appreciates her skill and ---

Now empty. Spartan strides along. Sparking bullshit stun baton in one hand.

Spartan approaches. Can see the sealed steel doors. There's an emergency release beside them.

Checks the stun baton. Reaching for the handle when, the DOORS EXPLODE at him. Blown aside. Fire, smoke everywhere, a battered cannonball bouncing down the hall. Spartan hurls himself through the hole in the doors. Takes cover behind one of the exhibits.

Phoenix stands behind the Civil War cannon.

He looks like a mad bandito. Draped in guns and ammo.

Where's the voice come from? Why does it sound so familiar?

Simon unleashes a BARRAGE from a TOMMY GUN draped around his neck. Keeps FIRING and FIRING and FIRING. Empties it. Not a very strategic move as he demolishes most of the cases in the room, including the one directly over Spartan.

A Beretta falls at his feet. An old police belt as well. Spartan yanks out the magazine. Loads it. Collapses the bullshit stun baton and tucks it away.

Spartan comes up FIRING. Gets off about THREE SHOTS before Phoenix STRAFES the area with a HK91. Dives for cover.

Phoenix unsheathes a pair of machine PISTOLS. BLAZES away. Tries the AcMag. Still nothing.

Dumps another load of black powder into the cannon. STRAFES Spartan. Tamps the powder down. STRAFES Spartan. Spartan sees a 12-gauge auto loader and a box of shells across the aisle.

The MAGAZINE EMPTIES. Calculating the odds, Spartan dives and rolls across the aisle.

He's concerned when there're no shots fired. He oughta be. Phoenix drops in a cannon ball. Lights the fuse. Aims.

Spartan comes up BLAZING. Lotta firepower in a 12-GAUGE at close range. Phoenix has a pair of SIX-SHOOTERS. Bad Day at Black Rock. CASES SHATTER. The cannon's pointed straight at Spartan. Displays collapse. Phoenix flattens. A mannequin falls across the cannon, pointing the muzzle down.

Phoenix pulls out the now-fully-charged AcMag as the CANNON FIRES. Right into the floor. BLOWS out one of the transparent panels. The two of them collapse into the floor below.

Smoke everywhere.

The smoke clears. They're in downtown 20th Century L.A. They've dropped into the archeological exhibit we saw before. Spartan, shaking off the fall, finds himself weaponless. Phoenix is spinning madly around, AcMag in one hand, an

Ingram from his shoulder bag in the other. STRAFES everywhere with the INGRAM. Tosses it away.

Phoenix aims the AcMag. Completely silent. Then the first OBJECT that intersects his aim simply EXPLODES. Whatever it is. Phoenix laughs hysterically. Likes this new toy a lot. Fires again. A working FIRE HYDRANT BLOWS UP off its bolts.

Water is spraying everywhere. Phoenix stands in it six inches deep. Spartan yanks out his stun baton, steps clear, jams it in the water.

Spartan activates the stun baton. Phoenix is racked with pain. Rattled and shaken by the charge. Involuntary shudders. Yanks himself clear with a wild grin.

He FIRES. Spartan dives for cover. Just out of reach he spots the BERETTA. Dives for it. SHOOTS back. It's like a popgun compared to the AcMag. Anything but survival becomes completely out of the question. Phoenix FIRES ROUND AFTER ROUND. Everything he aims at just EXPLODES. That Spartan lives through this at all is amazing.

Cocteau coolly walks through the freshly-landscaped courtyard.

A large column of smoke rises out of a section of the museum. Associate Bob frantically bobs about him.

A BULLET WHISTLES by, barely missing Bob. He hurls himself into the dirt. Cocteau turns to face a jazzed- up Phoenix, still draped in weapons, the AcMag tucked in his belt.

Phoenix raises a Luger to Cocteau. Something snaps. Phoenix's smile turns to a grimace. His gun hand quivers. He wants to kill, but he can't. Cocteau folds his arms.

Phoenix looks at him. Surprised and puzzled...

Spartan comes crashing out of the wreckage. Loading the Beretta as he runs, a crazed scowl on his face. Phoenix leaps the wall.

Phoenix bounds up a hill. Jumps onto the back of a WHIRRING ELECTRIC TROLLEY heading by. It picks up speed. He disappears.

Spartan takes aim - out of range. Fuck. Turns to Cocteau.

Spartan gives a SUSPICIOUS glance from the wall to Cocteau as Cocteau leads him...

The cops and passersby are in a state of shock. A column of smoke still rises from somewhere in the middle of the building. 2042 Fire Department vehicles arrive. A fire- man jumps into a control stand atop the vehicle, pulls a joystick, and the entire back of the truck lifts off, unmanned drone. He guides it towards the blaze. Under all of which --

Cocteau takes a quivering Chief Earle aside.

In the b.g., Associate Bob arrives, tidily brushing dirt off himself.

Earle nods. Still terrified.

Cocteau addresses Spartan and the entire assemblage.

Huxley looks seriously pleased and flattered. Spartan just has no clue as to this choice of restaurants. Huxley discreetly elbows him. Hard.

Spartan is not happy --

Spartan is staring at a vid screen on a wall: Cocteau, grinning, arms spread, his utopia behind him, and the Behavioral Engineering logo.

Morality BOX BEEPS. Spartan casually adds the paper to the collection in his breast pocket. Under --

A flustered Earle gives a look to the morality box. Spartan turns to another vid screen. A map of San Angeles on it.

Everyone is momentarily nauseated.

Only Lenina gets the sarcasm. She and Spartan exchange a look. Spartan goes back to staring at the screen.

Spartan reaches without looking. Pockets another warning.

Simon is behind a shiny silver building. Prying up a grate.

He loves his own jokes. Climbs down in. Starts down a long ladder welded onto the side. Shuts the grate behind him.

The 2042 skyline glistens. Tiny cars zip along below us.

Spartan stares in amazement at Huxley as she prattles on...

They drive in silence for a while, Spartan staring out the window at 2042 passing by.

Huxley reaches for the car terminal; thrilled with this small mischief.

Spartan reaches over, stops her hand. Shakes his head "no." There's a moment between the two of them. He remembers he shouldn't touch her. Lets go. She doesn't seem to mind.

As they pull up in front --

It is unlike any Taco Bell we will ever see. Holographic images hover in the air in front of the marble entrance. A row of jacketed valets stands ready. One rushes up.

As they enter, a periscope pipe pops up, looks around, disappears. No one notices it.

Sparse, elegant and Melrose-dark. As Huxley and Spartan enter a mariachi band takes their place in the corner. Huxley and Spartan walk up to a sultry future version of a Taco Bell order counter. Spartan is trying to assimilate it all when the COUNTER-GIRL breaks the ultra- cool character of the restaurant to give him a typical fast food happy face.

She does a perky fast food spin to the station behind her and whips back a silver tray holding an ornate china set.

Spartan looks down to a miniscule cylinder of pressed kelp topped with a dab of salsa and small sesame-seed- type bits. The tiny shake is in a thimble-sized frost- covered glass.

The mariachi band launches into the Mexican hat dance song as Spartan and Lenina, carrying their trays, are escorted by a maitre d' to a table set in a secluded section of the restaurant. Cocteau and Associate Bob wait for them. Cocteau stands --

Spartan glares her quiet, pokes at his "Burrito Supreme." A beat. Cocteau muses --

Cocteau gloats.

Associate Bob roars in appreciative empty laughter. Think Ed McMahon. Spartan looks at him. It wasn't funny. Pokes at his burrito. Ugh...

Lenina's shocked. Cocteau's not thrilled with his attitude either.

Spartan stares out the window. Across the street he sees a scragly SCRAP on a sputtery patched together motor bike in front of a large food store across the street.

Spartan goes back to staring out the window. Two, three, then four Scraps loitering, looking around, they've done nothing yet, but to Spartan's eye it's clear they're up to no good.

The food truck approaches.

And Spartan is gone...

The court of stores are located outside the restaurant. Spartan steps past the holographic images toward the food store.

No one can mistake him for an exiting patron. He radiates attitude. Spartan picks up his pace. The food truck is just pulling in. The Motorcycle Scrap sees him. REVS the BIKE in a ferocious swerve towards Spartan.

Spartan looks around. Beside him is a street SIGN MURMURING "Third and Alemeda, Third and Alemeda, Third..." Spartan rips it from the ground.

Lenina, and the rest of the restaurant gather at the window to ooh in fear. Cocteau scowls angrily at the Scraps.

The Scrap on the motorcycle has no time to dodge as Spartan stands his ground, jousts him clear out of his seat. The motorcycle skids by, barely missing him, hits the curb, somersaults and explodes through the holograms. Spartan doesn't even flinch.

Still clutching the pole, Spartan makes a swift kempo-swing into the three other attackers. And then, all hell breaks loose.

EXPLOSIVE DEVICES EXPLODE the concrete inside nearby stores. Scraps come pouring out. Sewer COVERS are BLOWN asunder followed by chain and nunchuck-wielding Scraps.

An ALARM SCREAMS strangely and melodically. The food truck is swarmed. Inside the foodstore ten, twenty, thirty Scraps attack and loot. Spartan sees there's a lot of them here. A whole lot.

Three more Scraps come charging out of the store. Clutching packages. They hurl EXPLOSIVE DEVICES towards Spartan to make their escape.

Lenina leads a round of giddy gasps. Cocteau is not pleased with any of this.

Spartan dodges the fusillade, looks around, takes stock of the whole situation. An oncoming trolley comes around the corner into the complex.

Spartan dashes to the trolley car. He bounds up to the DRIVER.

Spartan tugs the driver along with him out of the moving trolley. He javelins a mighty thrust with the street sign into the back wheels of the trolley.

The patrons grow dead silent in anticipation.

The TROLLEY teeters into a savagely awesome derail. It goes into a SQUEALING, sparking SKID right into the food truck. The slamming-to-a-stop trolley neatly angles into the truck trapping Scraps out front and inside.

The patrons unbridle themselves into actual cheering.

Spartan bursts forth from the trolley into the melee.

The Scraps freeze for a moment. This guy means business in a way they've never seen before. But Spartan is distracted for a moment by an excited yell --

This doesn't sound like hardened criminals to Spartan. More Scraps rush over to help him carry this booty away. A SCRAP appears beside Spartan, swinging a pair of nunchucks made from two knobby table legs.

Nunchuck Scrap thwaps Spartan. Spartan just looks annoyed, not hurt. Slams him again. Still no reaction. Spartan latches onto a nunchuck in the air as it comes toward him. Yanks it forward as he shoves the Scrap backward into the food store window. The Scrap bounces off the window like a nerf ball, not remotely cracking it. Spartan frowns to himself.

Two other Scraps attack him. Spartan fends off one, shotputs the other into the WINDOW, this time SHATTERING it completely.

Up on the truck, Payne, under an enormous load of food, appears. Takes quick stock of the situation. He sees Spartan. Has no idea who this guy is, but he's trouble. They exchange a look.

Cocteau smolders at the sight of Payne.

The HURLED SCRAP stumbles out of the window wreckage, falling to his knees. As Spartan considers what the hell is really going on, and should he deck this guy, a bunch of cans of quirky food cascade out of the Scrap's jacket.

Spartan stops. Backs away. Watches oddly as the Scrap escapes. He lets them go. Steps back away as the others escape. They don't know why he changed his mind, but they're not staying around to find out.

Huxley and the restaurant patrons rush up to give him a blast of adulation. Spartan's attention stays on the fleeing Scraps.

Cocteau nods appreciatively; Bob is echoing some previous statement of his. In the b.g., a team of uniformed engineers are patching up a hole in the ground using a set of steel planks, laser welders, giant cement spurting pastry bags...

Cocteau doesn't look pleased about any of this. Spartan storms off. Lenina, letting out a shocked breath, gulps and follows after him.

Huxley's cruiser glides INTO FRAME.

Spartan watches as the steering wheel retracts into the dash. Shakes his head. Everything is weird in the future. Then --

Touched, Lenina hands Spartan a small, unusual box.

LENINA'S APARTMENT - NIGHT

Lenina's CAR WHIRRS up to two giant, geometric buildings.

BLACK SCREEN

A door opens in the darkness.

Lights come up. The place is like one of the 50's diners that never existed in the Fifties, the apartment is a monstrosity -- a melange of 80's and 90's styles never quite seen together in this way.

Not sure what. Just nods at all. She beams.

Spartan looks at her. He has no idea what her point is.

He had no idea that was going to be her point.

She turns quickly to a cabinet and removes two strange high- tech helmets and a towel. Lenina, all excited, puts one of the helmets on his head and hands him the towel.

Flicks a switch on the side of the helmet -- read-out lights come on; activated. Lenina sits upon a bed opposite Spartan, and repeats the operation on herself with the other helmet.

And she flicks on the switch on her own helmet.

VIRTUAL REALITY WORLD

Lenina appears floating, a diaphanous gown blowing gently about her. She floats slowly TOWARDS us, as she begins to peel off and discard pieces of the gown which dissolve immediately away. As she approaches nakedness...

A beat of open-mouthed amazement and enjoyment and then Spartan tears the helmet from his head and throws down his towel with a mixture of confusion and anxiety. Lenina is still seated across the room.

Lenina removes her helmet with some confusion and hurt.

Lenina stands, tossing her helmet down, and faces Spartan.

She looks at him, backing away in shock and disgust.

Spartan looks at her like she's out of her mind.

She points to the door. Stamps her foot. Some things never change. He wants to explain. She stamps her foot again. He leaves.

In darkness, Spartan loudly bangs into something.

Lights come up. The place is, well, spartan. Exact same shape and size as Huxley's, but stunningly sterile and unwarm. Spartan tragically takes in the place, pokes his head into a clinical bathroom, a bathroom with no toilet paper and a strange shelf with three seashells. Shakes his head.

Spartan's hands start to quiver toward a knitting needle and a ball of red yarn. Curiously furrowing his brow, Spartan plops into a strenuously uncomfortable futuristic chair and begins almost unconsciously knitting the red yarn. He stops himself in perplexed surprise...

Suddenly, a LOUD BOPPING noise fills the air. A beautiful NUDE WOMAN, casually brushing her teeth, appears on a vidscreen before Spartan.

In a panic, the Nude Woman reaches O.S. and the IMAGE CLICKS off. Spartan smiles, then stops smiling. He awkwardly calls out to the telescreen.

Spartan almost bails, but finally --

Shuts up. Realizes he's been rambling.

He can't believe he's having a dialogue with TV screen, but...

The image blinks out, replaced by clouds and the "BE WELL" slogan. An annoyed Spartan stares at the screen. He picks up the strange box Lenina gave him. Inside it is a stack of petite laserdiscs. Spartan sticks the first laserdisc in his television.

A surveillance camera shot shows the image of the explosion at the museum. Spartan pops the disc and puts another in. This time the surveillance village shows Cocteau and Associate Bob walking through the courtyard. Then the gunshot. Then finally Spartan comes to the strange face-to- face between Cocteau and Phoenix. Spartan back-and-forth watches the stand~off with growing fascination. He almost unconsciously reaches out to the sewing needles and the red yarn...

Dark. Cocteau steps in. Trailed by Associate Bob. Nothing happens. He looks around wondering why.

The lights go on. Simon is behind Cocteau's desk, his feet up.

The lights come back on.

For a minute we might think Phoenix is insulted. Uh uh.

Cocteau turns to Bob.

Phoenix chuckles. Then, a little irked --

Cocteau's gotta lie about this one. Wasn't part of his plan either.

Cocteau nods. Yeah, whatever...

The lights go out again. Simon chuckles madly.

Nothing happens.

Cocteau just looks at him. Enough already...

Lenina is waiting outside her car as Spartan emerges from the building.

Spartan tosses Lenina a suavely-knitted sweater of familiar red yarn.

Lenina holds up her new sweater with a tickled blush. Spartan determinedly presses buttons to get the CAR HUMMING off.

Huxley punches madly away. An ACCESS DENIED sign flashes on the screen, cutting her off. Lenina gets into a little more furious COMPUTER playing until she gets a violent BEEP.

A SWEET FEMALE COMPUTER VOICE CHIRPS along with corresponding printed information.

Lenina looks anything but reassured.

Spartan grabs him by the throat. Pulls him inches away from his own face.

Spartan shoves him back. Bob drops to a keyboard. His fingers fly madly.

Cocteau appears on a dozen swiveling VideoHeads.

Spartan wastes no time with pleasantries.

Huxley cringes. The MORALITY BOX BEEPS. Cocteau stares at him with that weird hypnotic serenity.

Half the screens scroll into Phoenix's rehab file. This time completely innocuous:

Spartan yanks out the Beretta. Associate Bob backs away while glancing furtively at a closed door. BLAM. BLAM. BLAM. Shoots out three of the screens.

Even on video, Cocteau flinches visibly.

BLAM. BLAM. BLAM. Shoots out three more. Associate Bob faints dead away.

The Beretta appears next to Cocteau's head onscreen.

Cocteau is in a corner of the room in front of a private Vidhead. Spartan stands with Beretta pointed directly at him. Nonetheless, Cocteau remains his arrogant self.

Spartan's not going to shoot him; lowers the gun.

Spartan looks at him a long time.

Huxley visibly recoils. The morality box BRAAAPS. It never gets any further. Spartan shoots it without a look, dead center. His eyes never leave Cocteau.

The scene of the Scraps' food truck attack. As, ON THE CUT, Spartan wrenches off one of the steel planks. It splits open with RUSH of AIR. Earle had no idea how to stop Spartan, but he tries --

Spartan wrenches away another plank. The others back off in fear. It's like he's opening up the mouth to hell.

Spartan wrenches off another plank. Now the hole is big enough to enter. A set of rungs can be discerned. Stops, looks at Earle. How can they all not get it?

Spartan looks at him with a grin.

Huxley checks her stun baton and lights up a lightwand, (a hand-held flashlight device) and follows him in.

Spartan, Lenina, and Garcia all carry lightwands and stun batons, treading forward through a wide sewer tunnel. WIND WHISTLES by. A beat, then Garcia nervously sings...

The trio creeps into an ornate piece of piping. Lenina gasps at what she sees before her... They spill out into --

They are in the Wasteland which is surprisingly busy and crowded. People living in tents, lean-tos, whatever their ingenuity can provide. Think Third World refugee camp underground, a souk. Marketplaces, food stalls...

The underbelly of the city lit from above by strand after strand of bulbs in construction cages and other fortuitously salvaged lights, revealing odd tunnels of indeterminate former usage, abandoned subway platforms, natural caverns, a cutway of fifty years of sanitary landfill, the striations of decades of now useful trash being harvested. Giant belt driven ventilation fans whirl in enormous airshafts overhead.

The three move along taking in the curious but unfrightened glances. More than one person recognizes Spartan from the battle the night before. You can feel the buzz work down the street.

Spartan, Lenina, and Garcia find themselves starting to sniff the air. Spartan grins, while the others look ready to vomit.

The trio drifts toward a large, square hole in the sewer wall in front of which a smiling OLD WOMAN is smoking up some meat and tortillas on a makeshift grill. Other Scraps sit in the space square behind, smoking cigarettes and eating on ratty armchairs between shabby travel posters.

Salivating, Spartan silences Lenina by taking off her watch and giving it to the woman. He snatches up a burrito and a cigarette.

Spartan methodically switches back and forth from eating and smoking like a machine.

Spartan's got one bite left. Turns to the old woman --

Beat.

Spartan thinks about it. Eats the last bite.

Huxley is nauseous.

They turn and walk on. Ignoring the very disreputable looking cantina tucked into a carved out section of landfill. As they go by, we PUSH IN with a seedy- looking patron to find --

It's as low life a place there is down here. It's further dragged down by the presence, in the furthest back, darkest corner, of Simon Phoenix and Six Cryocons, freshly defrosted and each the size of a major appliance, ALBERT, BEPPO, CHARLIE, DANZIG, ELVIN and FRANCIS. All a little groggy. Phoenix, very execu-criminal, sits at the head of the raggedy bar table.

Beppo does like. Nods. Sounds like a good plan to everyone else as well.

Spartan, Huxley and Garcia step in. A meeting place of sorts. A machine shop. Off to one side, a giant belt driven machine shop out of 1900, taking its power from a water wheel, attached to an enormous transmission spinning furiously. Mechanics fix and combine various vehicles into working fashion. Blow torches, bellows. Another flume feeds a wildly churning wheel running the fans.

We can see stalls and houses around the rim. Out of date cars are being used as homes. Spartan takes it all in. His eye catches a bright red 1969 Pontiac GTO beside the machine

shop. He's drawn to it in admiration, Huxley and Garcia in his wake.

A very large caliber revolver appears alongside Spartan's head.

VOICE (O.S.) So are these. Why don't you put down the glow rods.

Spartan does. The man with the gun is Payne. Six other SCRAP TOUGHS have the drop on Lenina and Garcia with giant crude shotguns. One of them wears a familiar periscope around his neck.

Spartan shakes his head in disbelief. Payne shifts his aim. FIRES. Blows a hole in the side of an abandoned car the size of a grapefruit.

Payne COCKS his PISTOL, aims at Spartan.

Spartan still waits. A crowd begins to grow. Payne, despite the fact that he's the guy with the gun, decides to answer.

Spartan stares past Payne to wild pieces of graffiti on a wall behind him that includes "I HATE SAN ANGELES and SUCK MY COCTEAU!"

Payne stares at him. Spartan's sincere. Payne lets his gun drop. The others follow.

A good-looking woman of about fifty looks up from the edge of the crowd with sudden interest at the mention of Spartan's name.

Payne hasn't. Looks to the others.

VIEW FROM DISTANCE

Suddenly, the viewer is pulled out for a long view of Spartan talking to Payne. Then one, two, three, four, five, six bodies step INTO the F.G. Simon and his goons walking down the street.

SIMON

can't believe his good luck. He chuckles.

He turns and quietly starts dispensing instructions to the cryocons.

BACK TO SCENE

The woman who looked up with such interest, steps over closer. She's got to know.

She's shaken, a tear rolls down her cheek. She brushes it away. Doesn't know how to react... Neither does he as --

He wraps his arms around her, she him as well.

He holds her at arm's length admiring her. Then ---

Spartan's grin, though it seems impossible, gets wider. He kisses her on the forehead. Holds her back out at arm's length, just looking at her with this great big smile...

Spartan's busy.

Garcia can only point: Simon Phoenix, forty feet away, giant grin, AcMag in hand, taking aim.

Spartan hurls Katherine to the ground, with himself as a shield as ---

Huxley, Garcia, and the Scraps who have a clue dive as the ACMAG FIRES with the resulting tremendous EXPLOSION.

The Cryocons OPEN UP with all manner of WEAPONRY on the crowd. Mayhem and slaughter. Huxley and Garcia have taken cover as well. Their stun batons look exceedingly useless. Spartan is momentarily trapped under a collapsed beam. Doesn't last long. Growls. Hurls it aside. Comes up FIRING with the BERETTA.

Phoenix FIRES again. The AcMag round barely misses them. Spartan's blasted brutally by the EXPLOSION. Stays on his feet. Keeps FIRING. Albert goes down. He's not going to get back up again. Payne rises to his feet FIRING a giant REVOLVER. The other armed Scraps follow his lead. Another AcMag ROUND GOES OFF. The lights dim. Spartan sprints for where he last saw Phoenix.

Spartan can hear Phoenix CLATTERING off up a culvert behind him. He bolts up after him.

It forks upwards. Sixty degree incline. Flattens out. Splits again. Spartan halts, listens. Follows the FOOTSTEPS. Same trick works backwards, as Phoenix stops dead, hears Spartan COMING. FIRES the ACMAG. Misses as Spartan is just about to round a bend into range.

The CULVERT itself EXPLODES, blowing shrapnel everywhere.

Fifteen feet of it are gone. It's an ugly, ugly jump. Two hundred feet down and no room to miss. Off to one side, one of the fans spins madly. Spartan leaps. Hits the other side, grasping at shards of metal. Pulls himself in. It heads back up.

Spartan ascends. Up. Up. Now almost, and then completely vertical. He climbs spread-eagled after Simon.

The pipe "T"s at the top. Spartan mantles up as Phoenix CLATTERS off. Down below in the pipe, the sound of SOMEONE ELSE FOLLOWING as well. A gasketed porthole glints beside Spartan, he slams it open. Looking down, he is a hundred yards above the cavern floor. Beside him the chain arcing up from the machine shop below ratchets around a joint and heads off into the darkness in the direction Phoenix has fled.

Half a beat. Spartan reaches out, way out, and just manages to snag the chain. Hauls madly. CHAIN CLATTERS and CLATTERS. Half a beat. A long, low RUMBLE. Phoenix stops a moment, wondering what the hell it is. A giant blast of water tidals through the pipe. The AcMag is swept away.

Spartan looks up to see Phoenix and a wall of water headed his way.

Simon smashes into him. The two are swept along. The force blows them off the side.

Spartan and Phoenix are carried along by the water into an aqueduct. Phoenix heaves himself over the side. Spartan follows.

Every Scrap can see. The two hang on a suspension grid of an old rusty rebar, directly over one of the WHIRRING VENTILATOR FANS. It's not meant to take any weight. Slippery as hell from the spray above. The REBAR CREAKS and MOANS.

No one dares move. Below, Charlie lies dead. No other cryocons can be seen.

Spartan and Phoenix scrabble madly, yet in slow motion as not to break the old joints as they stay on. Hand over hand, Phoenix makes his way along as ---

Simon swings himself back and forth, gaining momentum. The rebar's about to give as he launches himself out into space, just clearing the fan. A wild twisting fall ending in a CLANGOROUS landing through three levels of Scrap lean-tos.

Spartan feels the rebar starting to fail around him. As he tries to haul himself up, it just gives way more. The whole fan structure is giving way. BITS of METAL fall, hit the fan and are sent CLANGING off into space.

And then... it gets worse. A NOISE from above. Beppo appears. Hangs from a firm support. He begins to stomp on Spartan's fingers. Laughing wildly.

Spartan moves, he stomps them again. Spartan moves again, but this time seeing a heavier piece of rebar nearby.Snags it. And as Beppo's foot comes down again, grabs it.Hauls. Beppo starts to scream. His grip comes loose on the wet bar above. Screams past Spartan as he falls. There's a tremendous CUISINART SOUND. Blood flies up past Spartan as he climbs up to safety.

He moves down the grid past the fan. Sees below as Phoenix scrambles to his feet, starts to run. Spartan doesn't want to do it. No choice. Growls. Leaps. Falls. Falls. Falls. Smashes into a garbage heap.

Simon pounds a rushing up Garcia unconscious in a single blow. Recovers and empties a TOMMY GUN at the crowd. Scraps crawl for cover. Payne and two others FIRE back. Phoenix disappears. Spartan blitzkriegs out of the refuse. Crazed.

Spartan stampedes away.

Knocked to the ground before her burrito stand, the Old Woman points inside the square room.

Spartan comes in low, gun out, ready to fire. No one there. Spartan pivots into the square space, looking all around. Then up. An open trapdoor. Spartan peers in.

ELEVATOR SHAFT

A humongous steelwalled vertical shaft which rises up into the blackness. The Old Woman's cubbyhole is really a huge freight elevator. Phoenix is climbing up a cable with speedy precision.

BURRITO JOINT

Spartan drops down with a gleam.

Spartan looks around, tearing old travel posters off the wall. Reveals a panel. Large up/down handle.

Shoppers wander about admiring the cars. Half a beat. The ELEVATOR can be heard SCREECHING upward. And then a CRUNCHING stop. The floor begins to buckle. Customers flee in terror. The VROOM of an ENGINE can be heard. The FLOOR CRACKS asunder. The freight elevator emerges. A 2042 model is tossed aside as the elevator rises from the floor.

The Wasteland Pontiac GTO convertible is jamparked in burrito joint crunching the place's chairs in a heap. Driver Spartan

REVS the ENGINE as passenger Lenina shudders about what is to happen next.

Spartan drops the GTO into gear. ROARS the CAR straight out the front window of the dealership.

A maintenance hatch in the ground rises open. Phoenix scrambles out. Exhausted, greasy, dripping with sweat. At the far end of the courtyard, he sees ---

Lamb keeping watch on the entrance. A giant puff of smoke has come billowing out. Lamb looks seriously concerned. And at the same time kinda pleased.

Lamb bends over to look. As he does, we see a figure approaching from behind. Simon Phoenix.

Phoenix digs out a .22. SHOOTS him repeatedly in the stomach.

Lamb drops to the ground.

PONTIAC GTO

Tears along, divoting up the pristine 2042 green, the car flinging a solar tower in its path to the ground, generally leaving trouble in its wake. Spartan sees, in the extreme distance, Phoenix dashing from Lamb's crumpled body and the stolen police car pulling away.

Spartan GUNS the GTO, SCREAMS it across, SKIDS to a halt. Leaps out. It's too late. Lamb is dead. There's a half a beat with his dead friend.

Spartan looks up and growls. Strides to the GTO. Huxley jumps in beside. He floors it. Huxley's head flies back against her seat. The GTO THUNDERS out onto a shiny new San Angeles boulevard.

The GTO CRUSHES a computer kiosk as it ROARS onto the street, aggressively PLOWING through the gentle user- friendly cars on the road in its terrifying pursuit of Phoenix and Lamb's stolen police car.

Spartan FIRES out the window at the wildly fishtailing Phoenix, but the angle's just wrong. Can't see and drive and aim.

Pulls the gun back in. One hand on the wheel, Spartan straight-arms the Beretta and aims through his own wind- shield. It's like a video game. Phoenix's fishtailing brings him into the sights. Spartan FIRES. His own windshield SHATTERS. Blows into glass pebbles all around them.

The bullet rips against Phoenix's neck.

Phoenix FIRES a wild salvo back emptying three or four different handguns. SHATTERING the grill, BLOWING out what remains of the glass in the GTO.

Spartan FIRES two rounds at each of Phoenix's rear tires, cleanly puncturing each. The car swerves and fishtails.

Phoenix struggles to control the car.

Suddenly the two TIRES reinflate with a WHOOSH and the car is back on a straight course.

Spartan grunts in frustration.

Spartan yanks her into the driver's seat and rises, standing out through the missing windshield. Huxley barely holds onto the steering wheel and the car wildly swerves.

She FLOORS the GAS and the GTO BURNS RUBBER, PEELING down the street. Spartan is thrown back against the roof of the car, manages to hang on. He opens FIRE on Phoenix's car. Perforating it, blowing off side mirrors, generally making a mess of it as Phoenix weaves wildly back and forth trying to shake them off.

Phoenix looks in the rearview and clicks into a means- business mode.

The car SCREECHES its TIRES in acceleration.

Spartan watches the car jet ahead at an amazing clip.

Lenina really GUNS the GTO and races up on Phoenix's rear. Spartan teeters out of the car to get a clear shot.

But Lenina rams the car. Spartan flies off the GTO and lands on the back of Phoenix's car. The BERETTA flies from his grasp. CLATTERS away on the road behind.

Phoenix turns around to see Spartan hanging on. He shoves a MACHINE PISTOL out his open side window and FIRES back at Spartan.

Spartan ducks back from Phoenix's stream of bullets. Smashes the machine gun against the car, knocking it from Phoenix's grasp. Just manages to trap it against the side of the car as it falls. Snatches it up, lifts it up to take aim as ---

Phoenix shouts at the car ---

Both gull wing doors slam open. The gun is bashed from Spartan's hand. Spartan himself is smashed from one door to the other on the roof of the car. A hundred miles per hour and nothing to grab onto. He starts to slide off. Completely aerodynamic.

Grabs onto a door. Shoves a shoulder underneath as ---

The right hand door slams shut. The left hand door crushes against Spartan. The MECHANISM GROANS. Spartan growls back. Spartan and the door strain against each other. The man wins. Wrenches the door clean off. Jumps in the car. Punches Phoenix square in the head.

Phoenix is knocked to his side. Sidekicks Spartan dead in the groin. Spartan folds.

Phoenix leaps back up, triple-punches Spartan in the chest. Spartan's hands come free, he falls back, as Phoenix jumps on him and slams his head repeatedly against the hundred mile an hour ground rushing by as the car drives itself.

Spartan continues to fight back, smashing Phoenix, but he's forced to avoid the close calls with cars, street signs and the like. Finally, Phoenix grabs Spartan's throat and holds him down in the road where an upcoming futuristic fire hydrant is about to tear his head off.

Spartan sees it coming, has no choice. Lets go. Phoenix thinks he's rid of him.

No. Spartan slides free for a moment on the road and barely manages to hook a hand on the open door frame. Shirt three- quarters torn off, blood streaming, he climbs onto the back of the car. Brutally punches his hand through what remains of the back window.

Phoenix screams in rage as Spartan's hand comes at him and grabs him by the hair, yanking Phoenix's head back.

Spartan freaks as the back of the car suddenly separates from the rest of the car. It shoots rearward while the cab with Phoenix drops a third wheel in back and shoots off. Spartan, hanging on for dear life, turns to see him and the pod are jetting backwards for the front of a truly massive freight truck. Four full trailers behind a massive cab. The thing's gotta be eighty feet long. It's more of a locomotive than a truck.

The burly TRUCKER also freaks when he sees he will impact with Spartan. At the last moment Spartan leaps off the pod.

Phoenix sees the truck collide with the pod, BLASTING it to smithereens. He laughs as he enters a long tunnel.

The Truck Driver is stunned and scared as he enters the tunnel but gets another scare as Spartan suddenly pops up at his door.

Spartan pushes the burly Trucker over and climbs into the driver's seat. The Trucker takes one look at this mad man and decides his fate is safer elsewhere. Leaps from the truck. Lands safely in some shrubbery. Sobs. Spartan GUNS the massive TRUCK.

Phoenix thinks everything is A-okay until he looks in his rearview and sees a bunch of streetlights being taken out by the too huge truck and getting closer. The truck harshly

rams Phoenix, nearly jarring him from his seat but for the restraints.

The truck and Phoenix's car ROAR out of the tunnel and move straight for the police station. The truck smashes him again. Phoenix's steering wheel locks up and his seat restraint pops up as he races out of control for the station. He screams in rage.

Spartan slams on the truck brakes, smokes, slips, slides, into the most horrific jackknife ever seen. All four trailers lock up and accordion in on him.

Phoenix's vehicle slaps the street curb and begins to roll, convulsing into a spectacularly flaming series of somersaults that violently climax at the base of the SAPD sign in front of the station.

Half a beat.

A charring Phoenix bursts from the vehicle, sees the approaching, out of control truck and turns and runs like hell.

The truck slides in a full, unstoppable quadruple jack- knife towards the police station.

Spartan tries one last ditch attempt to bailout, but his door won't open, forced in by the first trailer bent over from the force of those behind.

The truck hits the curb, flips, collapses and plows into the police station.

BLOOOOOFFF. SecuroFoam EXPLODES from nozzles everywhere.

What few cops there are flee in all directions... The truck followed by four trailers wipes out the station. Flames, ARCING POWER CABLES, EXPLOSIONS. Demolition.

Fire drones fight the blaze. The cab of the truck, a door torn off, lies askew. It's entirely filled with dense, solid

foam. Half a beat... It CRACKS open, Spartan appears tearing giant hunks of foam away. Eyes wild.

Earle stands, mouth agape, staring at the destruction. Spartan's reappearance doesn't make him feel any better.

Huxley comes running up from the GTO.

Spartan looks around, turns to Earle.

Earle and Huxley follow his glance. Coming across the green, a horde of Scraps, armed to the teeth, carrying the dead cryocons on two litters, and emerging from their midst beside Payne, Alfredo Garcia.

Spartan gives him a look, are you out of your mind? Huxley ignores him completely as well. Moves to Garcia.

Payne thinks about it for a half second. Hands his gun over, nods to someone else as well to follow suit. Spartan straps on two guns and a giant ammo belt .

The Scraps unearth half-a-dozen large explosive devices. Spartan loads them into the GTO. Earle is ready to cry when he sees all this. A catastrophe averted, but --

Half a beat. Earle gets it. There's kids in this crowd. And a lot of hungry people.

Spartan looks at him.

Earle nods seriously. Spartan steps over to the dead guys on the litters, pulls back a sheet. He stares at the first guy. Can't believe what he sees...

Spartan turns, faces his daughter.

She holds out a tarnished barely recognizable gold LAPD shield on a chain. Drapes it over his neck. She hugs him.

He smiles at her gently. Forty-two years of pain washing clean --

It hits her hard. This is her dad. Spartan gets in the GTO. Huxley gets in beside him. Looks at her. Thinks about it. She'll do as a partner... FIRES the GTO UP. The thing's a bomb on wheels now.

As he goes SQUEALING OUT, clipping and KNOCKING OVER the one remaining WALL of the police station --

Cocteau, Bob, Simon and the remaining cryocons are there listening to Cocteau warble on --

Cocteau continues his eerie soliloquy, feeding Phoenix's amusement. Phoenix walks behind him under this, takes out a knife and behind Raymond's back, tries desperately to kill him. He can't.

Phoenix is back where Cocteau can see him --

Phoenix steps off to one side, pulls an old Airweight out of his belt. Aims it at Cocteau, tries, tries to pull the trigger. Isn't going to happen. He grunts in frustration.

Cocteau smiles. Simon tosses the gun to Elvin.

Elvin empties all six shots into Cocteau's very surprised face.

Associate Bob looks on from the corner. A little frightened, but not giving a shit about Cocteau.

Bob nods; Simon claps him on the shoulder.

Bob nods.

Phoenix looks at him; this is not a good way to start...

OUT WINDOW

some ten stories down. Sure enough Spartan and Huxley are exiting the GTO.

BACK IN OFFICE

They leave.

The elevator slides open. Danzig, Elvin and Francis spray it with GUNFIRE. It's empty. Spartan and Huxley slip in through a side door around the corner.

He looks at her. She's a little cocky. Spartan steps out into the hall. Sees a giant shadow.

Elvin steps out. Spartan SHOOTS him through the chest.

Danzig and Francis look a touch more concerned. They split up.

Spartan moves cautiously down the hall. Huxley a pace or two behind. High above in an overly futuristic frieze looking much the modern gargoyle, is Danzig. Grins. Dives on Spartan.

Spartan is slammed to the ground. We can feel the breath knocked out of him. Tussles with Danzig as ---

Huxley pulls out her stun baton. Pokes at them, pulls back, pokes again -- unable with the twisting, turning struggling bodies to be sure she won't get Spartan.

And misses the fact that Francis is coming up from behind. He slaps the baton out of her hand. Grabs her around the

neck, lifts her in the air. Begins to strangle her to death. She kicks and claws at him without effect.

Spartan's still busy with Danzig. She starts to choke. Francis brings her closer to watch her die. A beat of this, and Huxley reaches down and yanks the GUN out of his belt and SHOOTS him repeatedly.

Half a beat later, Spartan finishes with Danzig. The CRRRUNNNCH of his BACK breaking.

Huxley's in a state of shock.

Spartan bursts in, gun drawn. No one's there. Spins, checks everywhere. Spots a very dead Raymond Cocteau. Huxley sees him a moment later.

The computer screen catches Spartan's eye.

On the run, stepping over dead cryocons. Huxley keys her BadgeRadio ---

Prison is ringed by a high circular fence. Giant stainless steel gates in front of the prison, a la the Federal Reserve, are shut tight. A dozen futuristic squad cars strobe the area in red and blue. The GTO RUMBLES up. Spartan gets out. Huxley follows suit.

Spartan takes only the briefest reconnaissance look around. Shakes his head sadly ---

Leans into the GTO. Pushes in the cigarette lighter. Puts it into neutral. Wedges the accelerator down. The GTO BELLOWS. The cigarette lighter pops out and Spartan uses it to light the fuses on the explosive devices. Drops the car into gear. Pulls his head out just in time as it ROARS off.

The GTO SMASHES into the front GATES. Wedges itself in from the impact. Half a beat later, a long, low, THUNDEROUS EXPLOSION. Smoke everywhere. Smoke clears...

It ain't much, but a man can get through now. Spartan loads the spent cartridges in the guns from his ammo belt. Huxley double-checks her stun baton.

Takes the stun baton from her and nails her with it mid- sternum.

She falls into Garcia's arms.

Spartan turns, starts towards the Cryo prison. As he walks --- Takes a deep breath. Loosens up his right shoulder. Loosens up his left. Checks the gun on his right

hip. Checks the gun on his left. They're both set to cross draw. Steps through the breach.

A frenzy of activity. Simon, Associate Bob, Techs everywhere...

Seventy pucks are stacked and loaded to be defrosted. Med Techs scramble furiously.

Four pucks are being rapidly removed from around the cryocons inside by the cutting lasers. They go blue.

The inner room splits open and the Med Techs rush in to the four thawed cryocons as Associate Bob steps away from a VidScreen with some concern ---

Phoenix is momentarily taken aback by Spartan's relentlessness. Then he looks at his four new recruits. They're still kinda dopey. Turns to a Med Tech ---

He does. They come wildly awake, GUNTHER, HOWIE, IGNATIOUS, and JED. Eyes wide, jittery, completely cranked. Phoenix keeps it simple ---

Gunther lets out the kind of scream the NFL would be proud of. Charges out the door, others behind him.

A reception desk. A Chaplain's office. A BE Well bas relief. Very quiet, very still.

Spartan moves cautiously through. A tiny rotating sensor picks up his presence. Locks on. As Spartan is looking the other way. Dr. Raymond Cocteau, in holo, suddenly appears in front of the display.

He never gets to say another word. Spartan spins and ventilates the device with 40 mm slugs.

Half a beat. Realizes what he's done. In the next moment, four insane megadrenalized cryocons come screaming through the door. Barehanded, barefooted. Spartan SHOOTS the first two out of hand, without a thought. But before he can fire again, the second two are on him.

One gun goes flying. Spartan beats on Howie with his free hand. Ignacious fights for control of his gun hand. Spartan bashes Howie back for a moment, continues to tussle with Ignacious. Finally, he's had enough --

He lets go of the gun. Ignacious grabs it and, still in shock over this turn of events, begins to fumble with it. Spartan reaches up with both hands and breaks his neck.

Howie leaps on him from behind, trying to do the same to Spartan. Spartan squat presses down with this three hundred pound behemoth wrapped around his neck, retrieves the GUN out of Ignacious's stiffening fingers. Turns the barrel around towards himself. Howie reaches desperately, but it's just out of reach. Spartan FIRES over his shoulder. Howie, or what's left of him, slides away...

Med Techs scramble furiously. Phoenix grabs the glowing CompuClipboard from Bob.

He's like a kid at FAO Schwartz.

Simon jumps onto one of the cranes with a six clawed arm. Stands at the controls.

It does. Moves too. Bob has to trot to keep up.

A pair of double doors slip silently open. Spartan, a gun in each hand, slides in. He is back in the stark white corridor where he once said good-bye to his wife and daughter.Looks at the empty alcove. It gives him the creeps. He makes his way to the door at the far end, and steps in --

Spartan prowls through the now depleted multilifer wing. Empty pods everywhere.

The displays all read: CRYO PRISONER EXITED. Yeeesh. There's a lot of them that way. A WHIR, followed by TROTTING FOOTSTEPS.

Spartan whirls. A crane WHIRRING by and Associate Bob trotting behind. Spartan follows. Creeps slowly around the corner. GUNS up... Comes around a turn to spot Phoenix

locking the arm into a puck. Takes aim. Phoenix sees him at the same time. Yanks a control on the crane. The puck pivots up as Spartan FIRES.

The 40mm bullet lodges half in, half out of the puck in front of Phoenix's grinning face.

Spartan FIRES again. The puck barely vibrates. Absorbs another round beside the unharmed cryocon.

Phoenix unleashes an entire magazine from an HK91 slung over his back. Spartan FIRES once, dives for cover. Although unhit, he gets seriously frosted from a pipe blow open next to him. Forced to roll through the line of fire to avoid permanent freezer burn. There are pipes burst everywhere.

Phoenix turns to find Bob slinking away.

Ice is beginning to form on the surface of everything nearby.

Bob nods gratefully. Does. Phoenix shakes his head at Bob's gullibility.

Spartan hears FOOTSTEPS coming. Whirls. FIRES. Blows Bob away. A momentary distraction, but it's enough. Phoenix is gone.

Spartan turns slowly. Guns out in each direction. Searching. A sound. FIRES. No Simon. More PIPES BURST. It's ten or twenty degrees below zero in there already. Everything is coated with supercooled ice. Footing becomes treacherous.

Phoenix crawls through a jungle of pipe. Gets a bead on Spartan's lower body. Starts to strafe the area. Dh uh. Everything has become so slick, the recoil drives him back across the ice into the open. Spartan sees him, FIRES. The recoil slams him back against a wall. He FIRES again with something firm to lean on, but the recoil from Phoenix's sputtering weapon drives him right over the edge. He drops off into the center out of Spartan's sight. Slipping and sliding, Spartan slithers down the stairs to --

MAIN LEVEL

A familiar WHIRRING. Turns. Half a beat later he is bodyslammed and smashed and grabbed by a six-armed crane. His guns go flying, off into God knows where...

Spartan is hoisted high in air, smashed again and again against a pillar. Phoenix slams him through a web of pipes. Holds him in the freezing blast. Ice forms all over Spartan. He struggles. It cracks off, reforms. Struggles again.It cracks off. Reforms. Struggles again. He's weakening.

Reaches up. Grabs the pipe, wrests it over, directs the blast at Phoenix. Holds it steady. Phoenix is frozen in place. Coats in ice. We can see the madness in his eyes. Everything else is still. He roars, breaks free. Retreats from the blast. Disappears as --

Spartan wrenches the pipe over to the claw arm. Holds it directly over one joint. Then clobbers it with the pipe. It SHATTERS. He drops.

LIGHTS are beginning to EXPLODE from the cold. It's dropped 30 degrees below zero in there by now. Spartan spots Phoenix on the far side of the room. Hundred feet away.

Half a moment to catch his breath in the freezing cold, leans on exposed cryopuck. It slides effortlessly. Spartan hurls it across the floor at Phoenix. A five hundred pound hockey puck. Phoenix barely avoids the crushing blow. It rebounds back off the steel...

No point fighting the elements. Spartan hurls himself across the floor. Spins slowly twice along the way. It's like zero grav in two dimensions. No friction coefficient at all.

Three quarters of a second across the floor. Right hook into Phoenix's surprised face.

Phoenix goes flying a hundred feet back into the far side. Crashes and falls.

The CRYO PRISON CREAKS and SCREAMS in protest from the cold. LIGHTING, grids, struts SHATTER, fall about them. They hurl themselves together again. Spartan lands a horrific blow. All but drives Phoenix's nose and eye sockets through the back of his head. Spartan's forearm is terribly cut.

The blood freezes solid as it sprays, sealing the wound, and leaving a giant six foot red feather spray. Spartan brushes it away, breaks off, bleeds, freezes again instantly.

They fly apart again. Spartan comes to a stop near a tool cart. Pokes at the tools. One is an MTL cutting laser. He has no idea what it is. Nothing there he recognizes. Picks up a four foot wrench. That, he recognizes. He looks like a caveman. A very angry caveman.

The building complains loudly. Falling apart around them. More and more PIPES EXPLODE, BURST, it gets colder and colder. 50 degrees below by now.

Phoenix, on the far side, also scrambles for a weapon. He sees an MTL as well, but he knows what it is.

FIRES it up. Focused three inch cutting beam comes out. Rips off the top cover, pulls out five optical elements, pulls out the choke tube, rips the whole front off the MTL. Doesn't look very sleek now.

FIRES it.

A thirty foot long spray of white white magnesium- thermite flame comes flying out.

One swipe, he clears the ice from a path he can walk towards Spartan on.

Metal bars melt away as the thermite flare crosses through them.

On the top level of the cryo prison, the first batch of raving psychopath defrosted cryocons wanders in to watch John Spartan die.

This is the most depraved, frightening-looking group of individuals you've ever seen in your life.

Spartan looks up at them. Like he needs this shit...

Simon continues to melt himself a path across the floor towards Spartan.

The heat from the MTL is furious. The difference between the 2000 degrees plus and 80 degrees below is more than any metal can handle. Fissures appear in giant lightning strike cracks in all directions where the MTL hits.

Every bit of ice in the building melts. Water boiling away instantaneously in the path of the MTL. Spartan has nowhere to run. And nothing but a big fucking club. To his left he suddenly sees an empty chamber. Except this one was never filled. The display reads: READY FOR CRYO.

There's a tiny white chip in the vial inside the vacuum bell. Spartan looks at it. It's like a very bad memory coming back. But he knows what it is and knows what it does. Smashes the vacuum bell with the wrench.

Simon grows closer.

Spartan bashes the robot arm out of the way. Picks up the vial. Looks around desperately. No point using it if it's going to kill him too. Grabs the grid of the floor above him. Heaves himself up.

Simon lifts the MTL towards him. It almost reaches up to the landing above. Spartan hurls the VIAL at Simon's feet.

It SHATTERS. Nothing happens. The heat from the MTL has boiled off all the water in a ten foot circle nearby.

The MTL flame comes closer. In a moment Spartan will get cooked. Instead of running away, he moves closer. Stands up on the railing of the second landing. And just as his clothes begin to catch fire from the heat, leaps --

Over the oncoming thermal flame as it arcs up towards him. And over and past Phoenix.

Spartan lands behind him, coming around with an elbow into Phoenix's kidney, causing Phoenix to drop the MTL.

Outside their circle of heat, the tiny chip hits the water. Melts. And again, like the opposite of watching ice shatter, the water everywhere goes steel solid, stuttering out in all directions.

Phoenix still has a free hand. Smashes a nerve center on the side of Spartan's neck. Spartan twitches visibly from it. Grunts.

Spartan punches him right, left, right in the sternum. Phoenix coughs blood, spits it away.

Steps back to launch a mighty blow at Spartan and --

His heel just steps into a puddle of water. The tiniest rivulet drifts over, connects it to the main ice solid locked water.

Simon feels his foot stuck. And as he looks down in consternation, realizes in shock what's happened and then looks up, Spartan hits him straight from the shoulder with everything he has left, dead in the face, as Phoenix solidifies.

Phoenix's head snaps clean off.

Hits, like a ball bearing on polished steel. Bounces with a CLANG. Rolls off. CLANG, CLANG, CLANG, CLANG, CLANG.

Spartan reaches desperately for the still spewing MTL as the rivulets close in towards him.

Grabs onto it just in time. Spins, melts off a protective circle around him. Looks up at the peanut gallery of cryocons.

Nobody moves. Nobody can move. Every last one is dead. Frozen in place.

The building continues to collapse around Spartan. More LIGHTS BLOW OUT. A giant beam comes crashing down.

Carefully melting a path to the door, Spartan comes through --

MTL still blazing, the hall bursts into flame around him as he leaves. He takes no chances. Continues to melt and burn his way out.

Outside the building, but still inside the gate. Spartan pauses, still holding the flaming MTL, thinks about it a sec, torches the rest of the whole evil fucking place.

GATE

As Spartan steps through, the MTL sputters to a halt. He tosses it aside. The cryo prison burns, explodes, freezes, contracts, expands behind him.

A far greater crowd has gathered. Police, citizens, Scraps. They watch in silent awe and shock as Spartan re-emerges. Katherine walks up. Deadpan as her father --

He kisses her back on the cheek. She smiles, they hug. Lenina watches from nearby.

Spartan grabs her. Lays a real kiss on her. Long and hard. She comes up for air, gasping, eyes shiny.

She kisses him. Long and hard. Breaks.

He throws an arm over her shoulder. They turn and walk away. They head off into the sunrise...

And as the MUSIC COMES UP and obscures her explanation we --