"ELYSIUM" (2013)

XT. ORPHANAGE LOS ANGELES ~- DAY

A YOUNG BOY, maybe 8, helps a NUN wash clothes. She hangs them on the lines, as the hot LOS ANGELES sun beats down.

The little boy looks up at the sky where he sees a majestic floating SPACE HABITAT. A torus. Bigger than the moon but the same effect against the blue sky.

Are the people from there, are they different to me?

She looks over at the little boy for a moment, then goes back to hanging the laundry, as we CUT TO-~-

We see the TORUS as it sparkles in all of its glory. We fly over millions of mansions covering the inner habitable side of the torus as it spins slowly in the sunlight.

Gleaming rockets take off, tearing through the atmosphere and into space from a run down SLUM in LOS ANGELES.

A LITTLE GIRL watches as they glow up into the heavens. Her shirt is dirty and riddled with holes.

Max icoks over at the nun skeptically.

Max nods, and we CUT TO-- A COMMERCTAL FOR THE NEW FALL LINE BY GUCCI.

Various supermodel-~like faces come up on the screen. “A” through "F” lettered next to each head. A FINGER selects the "Cc" model, we realize it’s a touch screen.

A BEAUTIFUL WOMAN takes her finger off the screen and walks into a MEDICAL BAY that sits in a high-end designer store. She lies down on an MRI looking machine.

The machine closes around her. A flash of light and then GUCCI reads across the image of the dazzling woman, her face looks instantly younger.

NUN {V.0.) They just don’t get old the same way aS US...

Max goes hack to serubbing.

Do they get sick?

The MRI machine runs a laser up and down the woman’s body. A computer monitor reads the diagnosis:

Trace amounts of CANCER. Certain smaller ailments. The laser changes color. RE-ATOMIZING comes up on the screen.

ELYSIAN MOTHERS push strollers past a perfect lawn. They chat as the curvature on the inside of the habitat stretches out behind them. They look healthy, happy, perfect.

Lines of humans wait to buy illegal tickets to Elysium from gun-strapped SMUGGLERS. We see a MOTHER and DAUGHTER.

NUN [(V.0.) Well, some people do go there...

We see the little girl get a fake ELYSIAN ID NUMBER burnt

inte her wrist. She winces. A FATHER and his YOUNG SON on crutches step forward. The father places the dirty cash down.

A filthy graffiti-~covered rickety old space-ship shoots away from earth, heading toward the magnificent ring in the sky.

Throngs of illegal immigrants. The MOTHER strokes hex DAUGHTER'S hair. Coke bottles and garbage float in zero G. The FATHER and his YOUNG SON lie waiting to land. NUN (V.0.)

But it's illegal, they don't like

us there. BXT. ELYSIUM — DAY As the ship pulls up to the surface...

A very high-tech cylindrical room on the inside of Elysium. A tiny scroll of text blinks on a computer monitor:

ILLEGAL ENTRY. DISPATCHING HOMELAND DEFENSE.

The graffitied ship touches down. The back bay doors open and the immigrants emerge. The MOTHER helps her sick DAUGHTER out

onte the lawn of this new utopia.

Tg

The immigrants see HELICOPTER-LIKE VEHICLES dotting the —) skies, getting closer, filled with IMMIGRATION POLICE DROIDS.

The immigrants run for their lives. The father and son get caught, as a droid fires a net over them, trapping them.

MAX {V.0.) All of us?

The mother and daughter escape through a hedge. The mother throws a rock through the window of a big empty mansion. She opens the door and carries her sick child inside.

The mother finds an in-house medical bay. Like a large hospital MRI inside each of the Elysian homes. She puts the child down on the machine and presses the button. The machine scans the barcode on her wrist. The MRI closes around her.

The mother watches a screen. The graphic on screen shows the RE-~ATOMIZATION PROCESS. The machine opens, and...

The girl looks healthy. The screen reads: 100% CLEAR. The mother cries with happiness as she hugs her healthy daughter.

The young girl and mother sit at a picnic, enjoying every second, watching artificial waterfalls in the distance, but-~

They see little black dots on the horizon. Those helicopter- ; like vehicles. The mother wraps up fast, racing inside. ;

The mother and daughter hide. The docrs BLOW OPEN. HOMELAND DEPENSE dxoids raid the house. The mother is violently handcuffed, the girl trying to protect her is held down.

i i t i i t I i if I F i

Ui

A huge hangar. ILLEGALS are lined up like cattle, waiting to be deported. The massive space shuttle waits as orange jump- suited humans climb on board. ILLEGAL ALIEN on their backs.

The mother and daughter are among them.

The immense shuttle lifts up and departs. Pan with it. Earth comes into frame. Huge and bright, it feels not far away.

The ship pulls up to a no name slum. The HUMANS are repatriated. Thrown out by ARMED DROIDS.

Max nods, determined.

The nun whips her head over, looking at Max. NUN A dealer? Who have you been speaking to? Max Looks down and goes back to scrubbing. MAX

Pedro. He said you can be rich if you be a dealer.

Well you just stop listening to “eee Pedro. I don’t want to hear such nonsense ever. Do you understand?

The nun turns back to her washing.

Close-up on YOUNG MAX’s face as he scrubs the clothing. Thinking, dreaming of EBLYSIUM. We slowly DISSOLVE TO:

Adult MAX leans forward in front of a small dirty mirror. He splashes water on his face. He is 30s, good locking, clearly from a troubled past. We see gang tatts run down his neck and arms. A small gold locket dangles from his neck.

Max walks past serious GANGSTERS hanging out in the favela. A few GIRLS hang out with them.

GANGSTER | Off to work? . CARLO

Gotta be up early to work that line, man.

The gangsters laugh. MAX

Yeah, laugh it up, remember you owe me bail money Carlo.

Carlo goes quiet. Max keeps moving.

Wide shot of the FAVELA: we see the thousands of rickety little houses and cinder~block shacks all interconnected.

TITLE: LOS ANGELES ~ FORMERLY UNITED STATES 2109.

What looks like the layout of the Hollywood Hills,

overlooking a vast polluted population, seems to resemble Tijuana more than Los Angeles. Women hang laundry, police choppers fly overhead. Chickens squawk. Another day in LA.

Little favela CHILDREN suddenly appear, surrounding Max. They try and go through his pockets. He slaps their hands away.

The children look confused. Max catches one of them and turns him upside down, shaking him by his feet. A few coins fall out of his pockets. The other children laugh hysterically. Max puts him down.and grabs a five dollar coin.

The kid grabs for it, the other kids dying with laughter. MAX (CONT'D) Now I can finally buy my ticket to Elysium!

The kids laugh even harder. Max hands it back.

The children run off Laughing. Max continues down the sloping favela. Up ahead he sees:

HUNDREDS OF PEOPLE gathering. Ragged clothing, filthy and starving. A flying machine heads toward the mob.

Tt slows and hovers overhead. The airborne vehicle is mostly blue and has a UN peacekeeper vibe. ELYSIUM FOOD PROGRAM written on the side. Max keeps walking alonaside the mob.

The rear bay doors open on the flying vessel and a robotic DROID presses a release button on the cargo controls.

Food aid bags begin ejecting out of the jet. The huge grain bags fall to the dusty ground. People fight over the food.

Max looks up at the droid. its cold mechanical eyes looking down on the humans. Max watches as the jet seals up and flies away while the starving people fight fiercely over scraps.

Max stands in a crowded, filthy train. He watches LA skim by out of the graffiti-laden windows.

~ He turns to see two ROBOTIC POLICE OFFICERS move through the : i train. They check passengers, one of them carries a portable atl scanner. They shine it at the HUMANS and their data comes up. The Officers walk up to a bunch of decidedly dangerous looking GANGSTERS. Each of them is scanned. The robots pat the suspects down fairly violently. GANGSTER I’m clean, don’t fucking touch me! POLICE DROID (robotic voice} Checked, move on. The droids stalk through the train. They walk up to Max. He watches them coming. They scan him. He smiles, cheery. MAX Good morning officers. POLICE DROID Multiple felonies. Extended history of dealing. What’s in the backpack? MAX “os Ah, you know, a little of this, so : little of that-- . 7 weet

One of the Officers tries to grab Max's bag. Max resists.

The Officer is not happy with Max hanging onto the bag. Very quickly it whips out a telescopic BATON, as the train suddenly comes to a stop. People start getting off.

Max tries to walk. WHACK! The Officer lashes him across the knees, he falls. The second Officer grabs his neck and holds him down. The first one rummages through his backpack.

The train starts moving again. Max struggles to look up at the Officers since his head is down.

They subdue him violently, giving him a crack to the ribs. ; *|

The DROID is satisfied there are no drugs in the bag. He throws it next to Max on the ground.

They move on. Max lies on the floor, his lip bleeding now. He watches his stop disappear behind him. Then he slowly looks up, chin bloody, eyes staring at ELYSIUM, so far away...

BAT. ELYSIUM

The huge 100 km diameter xing spins ever so slowly. Birds of paradise wave gently in the clean air. We pan over to--

A large government complex. THE CCB. Its metal exterior looks like a shiny version of the Pentagon.

The control room is a large NASA mission control style room. Many workers sit at computer terminals. All of them are aimed at a huge wall-screen of data which projects a map of Flysium with incoming and outgoing shuttle flight paths, real time police data etc. At the highest seat of authority sits:

SECRETARY RHODES. Powerful, beautiful. Her eyes are cold, sharp, missing nothing. She is the head of the CCB.

Rhodes watches the screen. Small ships incoming.

Rhodes snaps her focus over to the agent.

The agent is reading her terminal in real time.

CCB AGENT 3 iG Looks like they were decommissioned by Minister Patel. We have six active units, ma‘am.

Rhedes just shakes her head, disgusted.

A massive satellite-image comes up, looking down on the qraffiti-riddled ship as it Lands and ILLEGALS stream out.

»

-

OVERHEAD VOICE ed We are tracking...24 illegals.

Rhodes looks at the little red dots on screen.

Rhodes slides back in her chair watching the satellite feed. She considers, the red dots spreading. Finally...

Silence. A room of blank faces.

il.

A flurry of typing. Rhodes keeps her eyes on the ships.

The wall graphic changes, two of the ships go red. With a warning and a graphic showing potential debris spill.

CCB AGENT

Uh ma'am, that is a direct--

We see a man outside a dilapidated liquor store, his ragged clothing covering his head like a Jedi. He picks at his fingernails with a lethal looking knife. This is M KRUGER.

His wrist vibrates. He moves the burlap material to reveal a shockingly high-tech device on his wrist built by RAYTHEON.

Ye clicks the ANSWER button, we see a wire running back up to his ear. We cannot see his face. Not yet.

Kruger pulls the ear~piece out of his ear. He clicks the wrist device, a large iPod style screen. INCOMING DATA.

The huge wall~screen is a satellite image following Kruger into a deserted field. We see him overhead as he pulls a rope that removes a cover from a hole in the ground.

Kruger pulls out a stinger MISSILE looking device. He gets inte firing position, the ugly snout of the giant bazooka housing multiple rockets.

He presses a button on his wrist device which syncs with the missile Launcher. He aims at the sky.

Rhodes leans forward, inhales.

CLICK. He fires. Four small missiles snake up into the stratosphere many times faster than the speed of sound. Kruger is coughing on the rocket smoke. And laughing.

Four MISSILES speed into space. Like tiny pixels against black, we see the ships hundreds of kilometers away.

We travel with one of the immigrant ships. We see Elysium up ahead, a small snaking missile screaming toward us.

BOOCOOM!

The missile strikes, the ship implodes and jettisons thousands of kilograms of shrapnel into space.

We see another shuttle filled with immigrants.

A FATHER looks out of the dirty porthole. His face goes white as the missile snakes toward them. He holds his DAUGHTER.

BOOOOM! The second ship is blown into oblivion. Sparkling glinting shards of metal sprinkle into the universe.

The explosions fill the big wall-screen. One ship disappears.

The other one is gone.

The screen is clear. The skies are empty again. Rhodes leans back, exhales. The room sits in total silence. Then...

Rhodes stands up, straightens her jacket and confidently walks out of the control room. The agents watch her go.

KRUGER looks over to see two YOUNG BOYS who witnessed him firing the rockets. He tosses the weapon onto the ground.

KiD Are you like...the police?

He pulls a lethal knife from his coat.

As he approaches them with the knife, we CUT TO--

The hospital is old, dirty, run down. And very overcrowded.

We move through the masses to find: MAX sitting, holding a tissue to his lip, still bleeding.

A NURSE emerges. She is beautiful, but has the look of not enough sleep and too much stress. This is FREY, late twenties. She slows when she sees him.

He smiles, but it pains him to smile.

She looks at his bloody lip, with a hint of disapproval.

She takes out gauze, stitches, starts working.

He keeps his mouth shut, as she stitches him up. He looks at her, their faces close. She finishes. Max starts to talk but--

She packs up her stuff to go.

Max just smiles. It still stings a little.

He sits there a moment. Alone. Then he grabs his bag.

MAX walks towards the entrance of the immense plant. Its smoke stacks pour pollution into the atmosphere.

The giant facility is ringed by a tatty chain-link fence with barbed wire. Guards at the front wave him through.

Max walks into a busy safety prep area. He grabs a respirator MASK off a hook and is about to put it on when the FOREMAN stops him.

Max salutes, walks to the airlock separating the entry from the factory. As he enters the airlock, the Foreman yells:

x é Senate

The airlock hisses open, revealing:

The interior of the factory is MASSIVE. Thousands of workers slave over machinery. On the assembly lines, we see--

The familiar POL ARY DROIDS of ELYSTUM. This is where their army is built.

Max walks through the huge space. He looks up to the second level office, where the CEO presides, standing at the glass:

CEO JOHN CARLYLE is Elysian, rich. He watches over the

factory through thick bulletproof glass. He sees all his little minions. He watches Max with cold attention.

Max grabs his dolly off the rack and walks to his spot at the end of an assembly line. He keeps his eyes on Carlyle. Bs

WORKER ‘ i Dude, you crazy? Don't look at him. ool

The worker laughs.

Max uses a foot pedal to load the new ROBOTIC head. He pulls the silicone cover down and stretches it over the steel skull i of the police droid. He puts the head into the pallet. ‘

Jump cuts: more heads, more silicone, more pallets.

Max walks them over to the kiln. Unloads them. Goes back, gets more. Unloads them. Gets more.

He gets a fresh batch of robotic SKULLS, he starts pulling the silicone over one, he completes it.

Max looks around the factory. He looks up at the CEO, to make sure he isn’t watching. He’s not there.

Max grabs a permanent marker and writes “FUCK THE POLICE” over the droid’s face. He then covers it with the silicone.

The kiln is full. He shuts the door. He looks at the large buttons on the wall. CLICK he pushes THERMOPLAST. A large red light shines. Through the three-inch thick glass porthole, we see the massive microwave fire radiation at the DROID heads.

Once baked, the HEADS slide out of the back of the kiln. The light goes off. A warning comes up. COOLING.

And then SAFE TO ENTER.

Max disengages the door and opens it. The kiln is EMPTY, ready for more...

The government building gleams. Outer space seen beyond it.

The room looks like a military tribunal, all aimed at Secretary RHODES who sits alone with a single microphone, facing a panel of high-level POLITICIANS.

ps oO ’

Representative Patel lifts a file sitting in front of him.

Not enough hands are raised. It’s split.

The majority hold up their hands. Rhodes clenches her jaw so tightly we can see the muscles flexing under her skin.

f }

Patel puts his hand onto a biometric screen in front of him. The screen reads his hand. BEEEP. The other politicians do the same on their screens. Beeeeep.

The familiar high tech room. Two heavily—armed DROIDS stand outside. Inside, we see a server array of computers, with AIDEM written across them. A screen flashes:.

SECRETARY RHODES DEMOTED - LEVEL TWO CLEARANCE ONLY.

The politicians take their hands off the screens.

The politicians get up and leave. Rhodes accosts Patel, getting in his way. She speaks low, deadly.

The politician turns, leaves. Rhodes watches him walk away.

“eat

A tin shack sits in the baking sun. Various feral dogs roam around, barking. Poverty stricken children play.

We see Kruger’s hands using a CRKT tactical knife to RIP the boy’s red sweater apart, he pulls change out of its pockets.

His shack is stuffed to the brim with a mixture of absurd Elysian weaponry, along with blades and swords and computer tech. Various women’s high heels and clothing lie around.

Kruger’s wrist vibrates. He pulls his sleeve back, “incoming encrypted NOTIFICATION.”

“AGENT C M KRUGER immediate DISCHARGE from CCR. Please report to HO for debrief - repeat IMMEDIATE DISCHARGE.”

Kruger stands motionless. A new text flashes: RETURN all weaponry to local EMBASSY. Kruger punches the wall with immense power. Suddenly he grabs

a throwing knife and hucks it out of the open door. We hear a dog yelp in dying pain. And then silence.

The office looks like the DMV. Throngs of plastic chairs line the large room. Up in front of the reformed criminals are:

Booths where PAROLE OFFICER ROBOTS sit. Like a cheaply built plastic robot version of a $1 kids ride outside a grocery store, its mouth a simple speaker.

Tatoo-covered reformees sit and explain themselves to the ; plastic bureaucrats.

MAX sits holding his paper number. BEEEP.

Max walks to the cubicle booth. As he adjusts the chair and sits down, speakers in the booth begin playing.

CUBICLE SPEAKERS i Max Da Costa. 36 years old. Incarcerated twice. 2.4 years, 3.5 years. Trafficking controlled substances. Grand theft auto. Ps) Vandalism. ; Le

Max clenches his jaw. We see his hands under the table Elexing. The robot who has only been looking straight ahead adjusts its head to face Max for the first time.

A small container sponsored by PFIZER pops up from the desk.

{MORE }

Max stands up aggressively and grabs his back pack.

<

Max arrives home at the favela. RAP blares, GANGSTERS mill about. YOUNG KIDS and single MOTHERS all over.

Max finally gets to his shack. JULIO, Max‘s lifelong friend,

drinks beers outside his place with some other sketchy looking GUYS. Julio follows Max in and grabs a beer for him.

Max opens his closet and starts putting his stuff down. Julio hands him a beer and slumps onto the bed.

Max takes a swig on the beer. Julio sees Max’s lip.

Max feels his lip. He shrugs.

,!

Julio leans forward and gets serious.

Max anticipates what’s coming and stops him.

Julio takes a zip lock bag of weed out of his cargo pants.

JULIO {(CONT‘D) I got a new connection, giving me this shit for nothing, for dirt. I'm selling it like crazy, man. We're making good cash right now.

A beat. Max waits for the rest of the pitch.

MAX

Max lifts his pants leg to show Julio a parole anklet.

MAX ard E think you might have forgotten this little guy. This fella means ten-to-twenty next time. Got it? Yeah I want to get up there, live in a big house, eat all I want. But I gotta save up, man.

Julio laughs. Max laughs with him. MAX

Shut up. I would have been awesome, I had some sick rhymes.

Max escorts Julio to the door as he speaks. =

+

Julio takes the small zip Locked bag of weed and dangles it in front of Max’s face.

Max laughs.

He pushes Julio out and shuts the door.

Julio turns and leaves, meets up with the other guys.

JULIO {CONT'D} No dice.

Frey slides her RFID chip across a digital punch-card machine. It beeps. Work is over. Frey stands there for a moment. Another NURSE approaches her.

Frey turns, nods politely.

Frey arrives at a ward that reads CANCER. She walks through rows and rows of sickly children in creaking, rusted beds.

Frey goes into a private area with a curtain drawn. She finds a YOUNG GIRL laying in bed. 6 years old.

Frey checks the girl‘s vitals, charts. And then Frey just looks at her. And runs a hand through the girl’s hair.

This sick kid is her daughter MATILDA. A beat. And...

A DOCTOR arrives.

The Doctor finds an empty room, and they go inside. DOCTOR Look, Frey, you know we've done

everything we could for your daughter, right?

Frey's eyes well up. But she remains calm.

fr]

rey slowly shakes her head as though this isn't happening.

WN

The doctor turns and leaves. Frey leans back against the wall. She puts her hands to her face.

Morning light. The sound of dogs and chickens once more.

Max sits up as his alarm goes off. He splashes his face with water, looks into the mirror.

Max walks along with many other slum dog FACTORY WORKERS. They put on their MASKS and pass into the airlock.

Max lifts yet another batch of HEADS onto the dolly. He wheels them into the kiln, unloads them. He goes out, gets one more, puts it in. He hits the button. The door shuts and then JAMS. He looks inside: one of the pallets is skew.

He hits the CANCEL button, but it doesn’t open the door.

He looks around for help. He walks to the guy next to him.

He follows Max to his kiin, looks through the half open door. WORKER

Huh, shit that’s weird. I think it's that skew one there, see that?

get back. The worker goes back over to his assembly line.

Max looks around nervously. The Foreman at the far end of the factory motions for Max to get back to work.

Max points at the broken door, but the Foreman doesn’t care. Max looks back at the door, sees the skew palette.

Max takes a breath, and tries to squeeze through the gap. He pops his body through and is inside the kiln. He goes cver to the heavy palette and starts to straighten it.

BEEEEEEP. The door suddenly snags free and....SHUTS. Max xushes to the door. He bangs hysterically on the glass.

The KILN fires up, we see WAVES OF HEAT DISTORTION as the RADIATION engulfs us. Max screams and collapses to the floor.

An emergency alarm sounds. Computer monitors read “ORGANIC TISSUE DETECTED K 34." The factory shuts down.

UP ABOVE: CEO Carlyle walks back to his window, he sees workers run to Max's Kiln. A large overhead siren wails. On the window, we see holographic projections of BIOSPHERE stock prices falling with each second of non-production.

Max struggles to stay conscious. We see the Foreman rush to the door, other workers using CROWBARS to wrench it open.

They force it open and allow a small BOMB DISPOSAL-STYLE ROBOT to enter. It wheels itself up to Max and scans him. It grabs Max with its robotic pincer and starts to drag him out.

Max lies on the floor unconscious as he is dragged. CLOSE UP: Max’s face.

FLASHBACK :

YOUNG MAX sits outside on a dilapidated merry go round in the dirty, sunny orphanage playground. He has his head in his lap. His eight year old knuckles are bloody.

The NUN we saw earlier walks out into the empty playground. She calmly sits down next to him. He lifts his head and looks over at her, he has a bloody nose.

Max slumps his chin onto his knee, squinting in the sunlight. We see ELYSTUM through his POV.

The nun looks at the broken boy for a beat. She delicately reaches around her neck and unclips a gold chain. At the end of it is a small spherical pendant. She points up at Elysium.

The torus looks stunning, glinting in sunlight. MAX NON

Well, look how beautiful we look from there.

She opens the locket and it reveals a photo of BARTH from space. The blue marble. Equally stunning.

She puts it into his hand. He closes his fingers.

INT, FACTORY MED BAY — DAY A

MAX POV: a blurred figure overhead. The image comes into focus. It is the small optical array “head” of the HAZMAT ROBOT. It runs a scan of him. A laser skims over Max.

He looks over to see he’s in a gross little med bay. He sees a porthole embedded in a thick blast-proof door. The Foreman looks through it at Max.

Carlyle walks with purpose. Two heavily armed 24/7 security droids walk with him. As Carlyle approaches the Foreman, he takes out a Prada handkerchief, so repulsed by the setting.

The Foreman averts his gaze, turns to some SUPERVISORS. He gives them a sign to start up. We hear machines rev to life.

Carlyle moves to the glass porthole and looks in at Max. Max looks back. Their eyes lock.

(MORE)

i | ? } i

Carlyle turns and leaves.

Max is frozen as he hears the news.

Max's hand grips the bed linen and crushes it.

The robot drops a bottle of pills on Max.

The robot wheels itself out of the room. Max lies alone in the tin bed. He looks over at the porthole. The Foreman leaves the window. Max watches as he disappears.

Max lies back and slowly looks up at the roof. He tries to control his breathing. He grits his teeth. Bites down hard.

Max hobbles out of a steel door into the LOS ANGELES sunlight. His face is white and sick. His eyes black.

A wall of bulletproof plexiglass runs the length of the exit. A thick yellow line shows the side WORKERS must stay on. Max Slowly puts one foot in front of the next, struggling.

Carlyle comes out of the factory on the other side of the glass escorted by his security droids. A magnificent ELYSIAN shuttie, like a Rolls Royce, sits waiting for him.

Max sways with nausea, he loses his footing, steps over the line, supports himself on the glass. INSTANTLY, sentry GUNS aim at him, getting too close to Carlyle.

Saliva drips from Max's mouth as he looks up at the guns and over at Carlyle, staring through the glass.

Carlyle is about to climb into his shuttle. He looks over at Max. Then he covers his face with his handkerchief, and climbs into the SHUTTLE. Max steps away from the plexiglass, as the turbines spool up. The guns return to neutral.

Max sits in one of the chairs. He is awkwardly slumped. His face a sallow pale white. A thick glaze of sweat coats his

features. His black bagged eyes look out over the city.

Max hobbles very slowly up the stairs into the favela. The little CHILDREN circle him, curious about what his ailment is. Max is too weak to disperse them.

Max is able to see his shack. Julio and the others are crowded around the area. Julio looks over at Max.

Max hangs onto the wall to stay upright. Julio runs to his friend. Max collapses and falls to the dirty favela floor.

Julio has Max draped over his shoulder, other gangsters push the door open as Julio brings him inside and slumps him down on his bed. The others follow. Lots of noise and commotion.

Max looks over at the gangsters, weakly.

The gangsters all leave. Except Julio who sits on his bed.

s

Max looks over at his backpack, tries to reach it, his hands tremble. Julio leans and grabs it for him.

Julio runs out. Max slowly pulls the MIPOROL out of the bag, Julio comes back with a coke bottle filled with water.

Max ignores him and swallows the pills, sipping the water.

JULIO

Yeah, man...they fix it all.

Max shakes his head.

In the baddest area of the LA favelas, we find Spider’s lair.

Thumping reggaeton spills out into the night air. Max and Julio push their way through the busy sidewalk to the lair.

A fat BOUNCER sits in front of a dented steel door. GANGSTERS lounge with GIRLS in skimpy clothing, maybe prostitutes. Max and Julio approach the bouncer.

The bouncer ignores Julio, keeps chewing on his toothpick.

Max’s voice is breaking from the sickness.

The bouncer carélessly motions to another THUG who sits on a plastic produce box, with an AK47 slung across his chest. He gets up and uses a metal detector on Max and his chum.

The bouncer waves his fat arm without Looking at them. The thug pushes the steél door open and Max enters.

Max and Julio walk into the lair. The halls are bustling with people. Max and Julio walk past hookers and dealers.

Max knows where he is going, he’s clearly been here before. They finally reach a door leading to a large room, and enter--

The mission control is where the illegal shuttles are Launched from. The room is a strange combination of wall- sized plasmas and a favela. Litter and exposed brick next to super computers and monitors displaying flight routes.

TEN TECHIE GANGSTERS are working on computers.

It is the opposite of the clean, pristine CCB CONTROL ROOM. We seé a MAN orchestrating the scene, he sits in a chair. He leans back throwing a foothall up toward the roof and catching it. This is SPIDER. A walking stick lies next to his chair. One of his legs is paralysed. Despite his disability, he is muscular, powerful, almost regal in his shabby throne.

As the ball lands in his hands, he lcoks over at Max.

Julio helps Max inte the room. He collapses into an empty chair, knocking over some cans and bottles and a keyboard.

Spider leans closer to Max, looking at him.

Spider leans back in his chair. He starts laughing. Some of

the other techie gangsters start laughing with him.

He laughs. Max gets really close to Spider’s face.

(MORE)

36. “wy SPIDER (CONT'D) - That‘s two programers for six days ed straight. Who’s gonna pay for that? SERIOUSLY get the fuck out.

Spider turns back to the tech guys.

Julio starts helping Max up. They are moving toward the door. Spider returns to throwing his ball up in the air and catching it. But suddenly he stops.

Spider tosses the ball in the air, catches it as he thinks.

Spider grabs his walking stick and hobbles over to them.

Spider leads them inside. Serious guns and ammo lie all over

the place. Spider goes over to a pile of tech and starts rummaging for something. He finally’ pulls out a small device:

The size of a matchbox, it has a tethered tail of wire caked in old blood. He puts it on the table in front of them.

Spider leans back against the wall, getting more comfortable.

Max shakes his head, points to the data-port.

Spider looks at Max.

Spider smiles, continues--

SPIDER {CONT'D} Sandro will do the surgery, he’s good, we do it right here. But actually...

He rummages through more tech for something. He finds it:

A HULC SUIT. A metal exoskeleton that fits to human limbs. It looks like a clump of STEEL, a dirt-bike chassis with joints.

He slaps the HULC suit.

F,

The HULC on second inspection has been “lowridered.” Chrome and sparkle green paint with gang artwork. Max considers.

Spider starts laughing. Julio looks down shaking his head.

Spider starts to move, but-~ Neel

Max points at Julio. Spider slows.

Spider looks at Max, knows it’s non-negotiable. SPIDER Alright. Two tickets up there.

Thirty minutes, downstairs.

Spider leaves the room.

Julie has no answer. Max gets close to him.

Gangsters mill about. Laughing. Smoking spliffs. A bevy of young favalitas flirting with them. We see a wiry gangster MANUEL among them. The fat guard sits with his AK47.

FREY approaches the lair. She wears a hoodie over her nurse's uniform. She pulls out a crumpled piece of paper with an address. She looks up at the lair and triple checks the address. She watches the seedy patrons of Spider's world.

She reaches into her pocket and pulls out a wad of cash. It's clasped together with a rubber band. She looks down at it.

And then puts it back in her hoodie. One of the tatted thugs suddenly spots her. He is swigging from a tequila bottle.

Frey turns away. THUG (CONT‘D}

T ain't seen you around. Hey where you going? Come back here.

He starts walking after her. He grabs her arm.

She tries to tug her arm loose.

Manuel sees what’s happening.

Frey rips her arm free and briskly walks away. The thug laughs and holds up his tequila.

As Frey turns, she sees a silhouette in one of the windows of the lair. It’s MAX. Their eyes meet. She’s not surprised to see him in this criminal world.

She lowers her head, and waiks away. He watches her go in her uniform, the one clean thing in this dark, dirty world.

RHODES enters her house. A ridiculous palatial mansion. She

puts her keys down on the marble center island. She tosses her jacket over a chair as she walks out to--

Rhodes walks by the marble and granite infinity pool. Her two little DAUGHTERS sit on the grass playing with dolls.

Carlyle looks over at a computer server array.

She sits down at a patio. Her daughters go back to playing on the grass in front of her. She dials into her wrist device.

Carlyle stands in his office. Rhodes is visible, an image projected in front of him.

af Lar

order?

Rhodes bites down, trying to stay calm, respectful.

confidence you can figure it out.

CARLYLE

Well that's very assuring, but it took me decades to make that program, DECADES, it was built to be impenetrable. This has to supercede that. We’re not dealing with the grays of politics here, it's numbers, codes, variables-~

RHODES

All of which is meaningless if I

‘ can’t upload it. So, please, gir, just get it done.

Rhodes clicks off her headset and watches her girls playing on the lawn. So peaceful, so happy. They smile toward her.

Her gorgeous HUSBAND comes out of the house. He hands her a drink and starts massaging her neck and shoulders.

She shrugs his hands away.

Rhodes rises and joins the girls. They play on the grass together, a beautiful happy family. Off this tableau...

Julio and Max walk through dark, dirty halls following Spider to a staircase descending deeper into the lair.

The basement level room looks like a veterinary clinic, covered in graffiti. In the center is a makeshift surgery bed and several stainless steel tables of old medical equipment.

Around the table are three GANGSTERS wearing green medical aprons over baggy pants. One of them pulls his mask down to speak. His face is tattooed. He is smoking a joint. He takes it out, looks at Max.

The other gangsters laugh. Sandro takes a drag.

SPIDER

Play nice, Sandro, play nice. And let's get him an ID first.

Sandro yells back at the guys.

One of the “surgeons” hands Sandro a device that looks like a nail gun. The end has a laser lens.

Max extends his wrist. Sandro places the device over it. He clicks the trigger, the tip of the device burns the ID into Max. There is a slight amount of smoke. Max grits his teeth.

{MORE )

| { i i | i i

Max looks down at the barcode.

Sandro holds the small data port in his latex gloved hand. He taunts Max with it. Max doesn’t respond. He just starts taking off his shirt. Slow, steel. Resolved.

MONTAGE ~ MAX is naked in a tiled room as they hose him down. His hair is shaved. They draw incision lines on his bald head. We see computer monitors of vitals and internal images.

MAX lies on a surgical table. Sandro stands ever him. The other gangsters are getting ready. We see carts wheeled in, full of the most godawful looking saws and instruments.

The gangsters laugh.

A gangster grabs Max's hand and shoves a needle in between his fingers. Max winces in pain, but doesn’t make a sound.

SANDRO screams up the stairs.

We hear mumbling coming from up the stairs. SANDRO (CONT'D) Huh?!...what!? I can’t hear shit, just get the bone saw bitch.

Spider grabs his walking stick, he turns to go.

ite a)

Max slowly exhales. A tear runs down his cheek as he watches Spider go. Julio sits in the corner watching his friend.

PABLO

Don’t cry homeboy. We gonna make you a fucking favela NINJA.

Sandro looks over at Julio.

He looks at Max who looks back. Max smiles. He gives the thumbs up. Julio nervously smiles back.

POV - we see JULITO'S silhouette become blurred and fade...

TO BLACK.

A large robotic bone-saw comes down and saws off the top of Max’s skull like a cap. We look down on Max‘s face, his eyes closed. Specks of blood on his chin and neck.

BERT. FAVELA - FLASHBACK

A filthy YOUNG MAX sits on the steps of a shack. YOUNG JULIO is with him, joking and laughing.

An OLDER TOUGHER BOY comes down the stairs with a few other young gang members. Max stops laughing. The older boy slaps him across the face.

Max rubs his cheek.

The other older kids laugh. OLDER BOY (CONT’D) Now, I want you to go into her reom and steal something.

He points up to a shack high on the hill. A YOUNG GIRL leaves carrying laundry.

OLDER BOY (CONT’D)

Make sure it’s something that makes

me believe it’s hers. Max looks embarrassed. He leaves holding his head down. He sneaks up the street. As he gets closer to the house, he starts stalking, making sure the girl doesn’t see him. He hides himself behind a wall, and sneaks into~-

Max creeps into the girl’s room. He starts looking through her stuff. She has very little. He opens a drawer in the dresser, a small worn woman's WATCH sits alone.

He steals it. He turns to leave but...the GIRL stands at the door holding the laundry basket looking at him.

Max runs for it and knocks her over as he races away. As he disappears into the hazy favela, we return to....

EX?. SPIDER’S LATR -— DAWN Dogs bark, sirens on the horizon. The dawn air looks crisp.

A small window lets the mornin gurney. His head is bandaged.

gq light in. Max is lying on a He slowly painfully sits up. The HULC suit servos whine as he moves. He feels the aluminium cladding over his body. IV cables dangling.

He looks out the window, sees kids playing with a tattered soccer ball. Feral dogs. He looks up into the morning sky to ELYSIUM floating peacefully.

He slowly raises his hands to his bandaged head, he starts pulling the bandages away. Julio enters the room.

Julio turns to yell up the stairs.

Julio walks over to Max, looks at him.

Max shrugs.

JULIO {CONT'D} Does it hurt?

Max slowly nods.

JUMP CUT: a dirty GHETTO CHICK hands Max a glass of water and a handful of pills.

JUMP CUT: Sandro checks Max's eyes with a doctor’s penlight.

Spider enters the room. Max is looking at the joints where the HULC is bolted through his flesh into the bone.

Spider looks at him, smiles.

Julio stands in the morning light. A cigarette dangles from his lips as he caresses the fresh ID on his wrist.

Manuel and Sandro lean up against their crime vehicles. They all watch Max come slowly toward them.

ae MANUEL What’s up, partner?

He goes in for a gangsta style shake, Max reciprocates.

Manuel takes a final drag, flicks the cigarette and pulls out his heavy duffel bag. He slams it down on the hood of the car, unzips it and pulls out an old AK47. Hands it to Max.

Manuel leans into the bag and pulls out a few magazines. He pops some of the rounds out into his hand. They don’t look like normal bullets at all, more like miniature tank rounds.

He takes the gun from Max and hands him the bullets. He lifts the AK and shows Max a crazy Russian attachment at the end.

Max climbs into the GTR and Julio hops in the driver's seat. Manuel hops into the pickup while Sandro fires up the engine.

The huge factory pollutes the LA sky.

Carlyle types fast on his keyboard. His screen flickers: EQUENCE COMPLETE.

Rhodes sits at her terminal in the huge CCB control room. Her wrist vibrates. She casually pulls her sleeve back revealing a Patek Phillipe wrist iPod device. It reads: CCMPLETED....-ON MY WAY.

TNT. BIOSPHERE FACTORY - CARLYLE‘’S OFFICE

Carlyle sits down at the large server array. He opens a small USB style socket in the computer. He plugs a wire into the socket, he then feels around next to his ear. The same SOCKET exists in his head. A wetware interface. He plugs it in.

A small blue LED lights up next to his ear.

MONITOR: SYNCING..... please stand by.

He transfers the data to his head. The exabytes COUNTING as it transfers, Once complete, he burns the original.

Julio is sweating, focusing on the road. Max grahs a walkie.

MAX {INTO WALKIE} You read me?

Manuel picks up his walkie. He is wearing what looks like a fighter jet HELMET, with a bulletproof face-plate.

None. Max puts down his walkie. He sees Julio sweating.

'

JULIO

Well I fucking am, ok? [ haven't done this shit in years.

MAX slowly extends his newly augmented arm. The hydraulic pistons hiss and whir, hinting at the immense power. He drops his hand down into his lap. Looking at it.

Julio looks at him, smiles.

Julio laughs. Max smiles at his friend. For a moment, they are like kids again. They slap hands.

A heavily armed SECURITY DROID comes to the door.

Carlyle stands up, grabs his jacket. As they head out, another scary SECURITY DROID falls into step with them.

Carlyle’s LIMO pulis out of the dirty factory. The car is a

cross between an IRAQ anti-ZrED vehicle and a Rolls Royce. On the roof sits an automated 50 cal machine gun.

Carlyle looks out of the bulletproof glass. His judging eyes

watching the decrepit world of LA passing him by while stock

prices and commercials play on holographic screens. He sees:

Burrito stands and beggars. Filthy children and feral dogs.

The LIMO slows at a stop. A donkey-—drawn cart wheels by in

front. Carlyie looks over to see a child at the glass window.

Hand outstretched. Carlyle turns away. The LIMO accelerates.

More kids, poverty, pollution pass. Then SUDDENLY--

SCREEBEECH. SNAKE’s pickup truck SLAMS its brakes up ahead. CRAAASHHH! The LIMO dives into the back of the truck.

The GTR comes up behind the LIMO.

Julio accelerates and SMASHES into the LIMO wedging the CTR against the back bumper of the limo, which is now sandwiched between the two cars, stopped in the middle of the road.

The Security Droids grabs their guns.

The Security Droid driving tries to reverse out, but the wheels spin against the front of the GTR. Carlyle looks out of his window at the horrendous human hijackers.

We see the 50 cal roof GUN spin toward the GTR.

Max pulls out his handgun and kicks his door open.

Max opens fire on the limo. His bullets ping pathetically off the composite materials. The sentry gun spins and faces Max. |

©

The gun opens fire at Max, TEARING UP the hood and windshield of the GTR. Max dives away.

Manuel hops out of the pickup holding a SLEDGE HAMMER. He hops onto the hood of the LIMO and wields the hammer behind his head. He takes a MASSIVE swing, BANGGGG!

He smashes the gun off its turret, it sparks and blasts to pieces.

He looks through the bulletproof glass at Carlyle’s terrified face. Manuel smiles and tags the glass with the hammer.

The giant wall~screen suddenly flashes “CITIZEN UNDER THREAT.” Rhodes whips her head over to the wall screen.

Extreme close-up of RHODES. Beads of sweat on her forehead.

The screen pops to a satellite feed of the heist. CCB AGENT 4 Recovery task force has been scrambled, ma'am. En route now.

We see MILITARY DROIDS grabbing guns. Jump cut to them hopping on board a shuttle. The shuttle SHOOTS toward earth.

TNT. CCB HQ CONTROL ROOM

Rhodes gets up from her desk and walks out of the control room. The agents watch her go. Confused.

INE. CCB H

Rhodes walks through corridors, through airiccks. Nervously leoking around, she swipes into--

Rhodes walks into the room full of weaponry and lockers. She grabs a headset, and dials fast on a wrist computer.

Kruger stands on a landfili in LA. He presses the receive call on his wrist computer.

Max dives back behind the GTR holstering his handgun and getting the ferocious AK ready.

Suddenly, the DROID side door of the lime opens. The first droid moves out like a combat veteran, firing at Manuel.

It targets his face in a millisecond. BANG BANG. Two shots CRACK his face visor, in what would have been a killshot. Manuel drops violently, looking out through his cracked face ~- plate. He returns fire in a panicked spray. The bullets ping io off the droid's metal shell. - In one motion, the droid leaps behind the limo, unclips a GRENADE and tosses it at Manuel.

YOU GOTTA BE SHITTING ME. He dives as the grenade goes off, sending him flying back. |

Max dodges the shrapnel. The droid turns and fires from behind the limo. Max turns the proximity fuze device on.

Max targets and fires a burst in the direction of the droid.

ULTRA SLOW MO: the droid lifts his gun to fire back, but the small bullets come spiraling in, each of them detonating into |

tiniature airborne claymores. A magnificent shower of gold shrapnel, as the droid is torn to smithereens.

Sandro ducks behind the PICKUP, he has the laptop connected to his chest armor, booting up. He gives a go sign. |

Max gets up and runs toward the ravaged limo, Julio runs € around the back of the pickup, breathing heavy.

6,

Manuel rises, goes for the pickup truck. Max looks over at Sandro who is holding a LASER DEVICE.

MAX {CONT’D) Go go go! Cut it opent

Sandro jumps out with the LASER. Manuel covers him. Sandro lifts the beast of a LASER and aims at Carlyle’s door. A bright red circular target is projected onto the door.

Sandro presses the trigger. FIIZ4%Z. The entire door area is MELTED free in a millisecond, the shape of Laser cutting

across door and body alike. The huge steel plates clang onto the road, smoking, leaving Cariyle exposed, drenched in sun,

Suddenly the opposite side door opens and the second SECURITY DROID hops out with amazing speed. BRRRR, he fires a burst straight toward Manuel. Manuel dives behind the pickup.

He flips the VISOR down on his helmet. Ih syncs with the camera on his gun. The droid keeps firing at Manuel, but-—-

Manuel sticks the barrel of his qun AROUND the pickup. He sees the droid in his visor, and he unloads on it, shredding its mechanical legs. As it goes down, it lunges at SANDRO, hurling its legless torso at him, grabbing the LASER DEVICE.

They wrestle with it viclently, suddenly it goes off aimed at the pick-up trucx. The beam SLICES the truck in half FLIPPING one half with glowing red edges over, almost onto Manuel.

Manuel fires wildly at the droid, chewing the entire area to shreds. Bullets fly dangerously close to everyone.

Manuel holds his finger down, the 1000 round mag shredding

the street, pinging the limo. Hitting Carlyle in the chest.

Max aims end pulls the trigger, click, gun jam.

Max tosses the jammed gun and leaps up toward the droid. The enhanced power of the suit thrusting him through the air.

He comes FLYING across and body-checks the droid, ripping it away from Sandro, tearing the laser out of its grip.

Max and the droid smash up against the limo and struggle with one another, thousands of pounds of pressurised hydraulic

pistons wrestling, suit vs droid.

Max slams the droid up against the limo, using all of his new synthetic might, he tears the head of the droid off its . shoulders. Oil and lubricant spray everywhere. Ee tosses the upper metal carcass into the weeds.

Carlyle lies slumped in his seat, gasping for air.

Rhodes briefs Kruger via headset. RHODES There’s a package of utmost secrecy being transported in the city right

now. Problem is some thieves are trying to hijack it.

Silence.

KRUGER

Ll want a fresh clean slate. RHODES

Fine. KRUGER

New name, new citizenship number. I want those, those other...issues to go away. You understand?

. KRUGER Good, I want a mansion of my choosing. And...I want to bring a human back, I want to bring a human from Harth, and I want customs to look the other way. None of that bullshit like before.

Kruger watches a VTOL RAVSN flying toward him.

Kruger clicks his wrist off. He casually takes out a tactical blade. He carves out the CITIZENSHIP CHIP in his wrist. He pulls the chip out and throws it into the weeds.

The RAVEN slows and hovers, blowing garbage. It gently touches down. Like a cross between an Osprey helicopter and a space-ship, it looks sleek and lethal.

Two special forces ELYSTAN tough guys DRAKE and CROWE greet Kruger. He tosses his bag into the Raven.

They smile as he climbs aboard.

The RAVEN accelerates, blasting the garbage and litter beneath it as it gains altitude.

Julio keeps his eyes open, looking around the area as Max and Sandro run up. Manuel keeps watch too. Waving people away.

Max leans into the LIMO, gun drawn on the ruthless CEO. Max watches him as he breathes shallowly, his lungs punctured.

Sandro climbs in. He frantically pulls out the router cables.

Carlyle sees the DATA ROUTER. He lifts his finger and feels the data port on his own head. With his other hand--

He suddenly pulls a gold plated DESERT EAGLE out of his jacket. Max and Sandro watch in disbelief as—-

Carlyle Lifts the gun to his own head.

He is about to pull the trigger when Max SLAPS the gun away. BANG! It fires, blowing a hole in the seat.

Sandro passes a long USB-like cable to Max.

Max grabs Carlyle’s head, forces the data flap open at the back and sticks the cable into the port. Sandro passes a second cable leading cut of the data router to Max.

Max plugs the cable into his own data port. Sandro furiously hits keys on his computer.

BAT. LIMO — CONTINUOUS

Julio is getting nervous, eyes ticking, fingers tensing.

Max watches Carlyle, as Sandro types on the keyboard.

Carlyle struggles to form a sentence. CARLYLE You...you have no idea...what you

have done.

His finger hits the transfer button. The blue LEDs on both of their heads light up like IPODS. We see the DATA bar start copying on the small router screen.

We hear the whine of jet turbines. Sandro looks out of the window to see the RAVEN approaching.

TAT TAT. Julio FIRES at the RAVEN on the horizon.

Max looks at the data screen, beads of sweat dripping. 30% 91% 92%. He looks up at the incoming ship. Closer, closer.

We cuk to the data screen: 94% 95% 96%... INE. CCB HG CONTROL ROCM

An Agent watches warnings come up on his terminal.

€CB AGENT 4 The assailants are initiating a data heist, they are syncing NOW.

Rhodes clenches her jaw and crunches back into her chair. She casually lifts her wrist. And speaks under her breath.

The open door of the Raven feels like a Vietnam era Huey, the terrain of Los Angeles flies by at 400kph. Kruger hears:

Sandro watches the screen intently.

BEBP. The data screen Flashes: TRANSFER COMPLETE.

He types into the data port, starts shaking his head. SANDRO {CONT‘D) There’s an error, I CAN'T READ the data. Something must be corrupted.

Manuel leans in, holding his massive gun.

ae

a

Manuel takes off. Sandro looks out the window at the incoming RAVEN. Ti’s bearing down now, bigger and bigger.

Max grabs his shirt. MAX Nal You can’t go! I need that data, that’s my ticket!

The WHINE of the Raven turbines is now thunderous.

If AGAIN! Sandro breaks Max’s grasp and runs out.

Julio watches the extremely close Raven. He leans into the car and grabs Max by his backpack.

He drags Max out of the car.

Max looks back at Carlyle who is Losing consciousness.

The satellite feed plays on the huge screen. An alarm beeps. CITIZEN IN CRITICAL STATE scrolls across the screen.

We see the shuttle whip by toward earth.

As Sandro runs, the deadly RAVEN finally gets right on top of

them. The turbines blow debris all over.

Max tries to run, but he COLLAPSES. He clasps his head in pain. Julio runs over to him. Trying to lift him.

Max clasps his head like a migraine. The DATA creating an epileptic white STATIC in his head. Julio tries to drag him.

Kruger leans out of the door, seas Max clasping his head, he sees Sandro running like a trapped rat, Manuel close behind.

Kruger pulis a laser designator off his wrist computer, he shines it on Sandro. BEEEP.

Sandro slides two Beretta handguns down their rails and into

his palms. He sprays the entire area between him and the RAVEN. fhe hail of bullets splinter around Max.

Kruger calmly takes cover inside the ship for a second. His hand still out, pointing the laser on SANDRO. Not even watching his victim, he presses a button on his wrist tech.

BOOCOOM!! Sandro EXPLODES in a blinding flash.

Crowe and Drake laugh.

rt CROWE Yessir, I think you did.

63,

Jelio hops into the driver side, screeches up to Max.

Max pulls himself in. Julio floors the car in reverse.

Kruger uses his laser designator again, shining it on the Hocp of the moving vehicle. CLICK. He presses the button.

BOGOOOM!1 The hood of the GTR is hit with the force of an IED. It EXPLODES sending the vehicle FLIPPING onto its roof.

The satellite imagery of Kruger flipping the car plays to open mouths in the control room. Rhodes watches silently.

A tracking program on the huge screen reads IDENTITY UNKNOWN.

The upside-down interior is smoky, filled with broken glass, flames. Max comes to. He can barely fit through the crushed window, he uses his jaws-of~life power to crumple the car like a coke can. He drags an unconscious Julio out to safety.

The Raven descends, hovering a few feet off the ground. Kruger hops out, and starts walking to the smoking wreckage, watching Max pathetically try to save his friend.

Suddenly, another blast of STATIC PAIN grates through Max’s brain. He screams, holding his head.

Max can see the blurred figure of Kruger coming. He staggers to his feet. Like a drunk in a bar, he clambers for a grip on the concrete. Max pulis out his gun.

Kruger deliberately draws a iarge, lethal knife.

a4.

Before Max even has time to realize what happened, Kruger disarms Max, grabs him in a jiu jitsu position and stabs the huge blade into his kidney. Max howls and drops.

Kruger gets ready to lop off his head, but suddenly JULIO fires a burst of bullets at Kruger’s side. Kruger evades the bullets and sweeps the gangster’s feet out from under hin.

Max sees his friend go down. Max starts fumbling the magazine out of his gun, trying to put a new one in.

Julio takes one Last SHOT at Kruger. He misses. And~~ WHHM. Kruger drives his knife through Julio’s chest.

Max stands up and clicks the magazine in place, he cocks the gun and fires a fresh batch of. fuzed ammunition at Kruger.

But Kruger drops his sword and pulls a device off his chest armor, it is a DEFLECTOR. As he clicks it on, a faintly visible force-field surrounds him.

BANG BANG BANG, the lethal rounds explode around Kruger like Guy Fawkes, but they are violently deflected.

The force of the bullets is still enough that Kruger stumbles, dazed, like being shot in the chest wearing a bulletproof vest.

Max turns and runs hack to his friend, rolls him over. NOTHING. A pool of dark blood spills out.

Ee looks around in desperation, looks over at Kruger who is steaming, rising again. Max looks back at Julio. He looks over to see the RECOVERY TASK FORCE SHIP coming in fast.

But Julio's eyes flutter.....dead. Max rips himself away from

his best friend, pained, limping as fast as he can.

G5.

Kruger staggers to his feet. The Raven descends for him to climb aboard. He looks at CARLYLE, as the wheezing CEO gasps a few remaining breaths. Kruger aims his gun, and--

BANG! He SHOOTS the billionaire in the middle of his head.

Max runs, clasping his stomach. He darts between old shacks. He turns back to see Kruger climbing aboard the RAVEN,

EAT. LOS ANGELES

As the RAVEN takes off, the smaller recovery SHUTTLE touches down. Kruger watches as the droids start to leap out.

The droids move fast, guns drawn. They run to Carlyle and begin treating him like paramedics. A DROID SLAMS a hypodermic of adrenalin into him. NOTHING. He's dead.

ON CCB SCREENS: CITIZEN DECEASED.

Max limps and struggles through the run-down favela. He hears the whine of the RAVEN behind him. A single OLD WOMAN leads a pack of mangy DONKEYS. She stops when she sees Max.

He can barely walk. He drops to one knee, tries to keep moving. The Old Woman looks the bloody gangster up and down.

Max looxs at her with specks of blood on his face. Nods. She waits a beat, hearing the sound of the Raven. She siowly walks the pack of filthy beasts toward him and completely covers him.

Max lies on the dirt between the horse hooves.

The RAVEN approaches, hovering low over the street.

66. "

Drake works a monitor as it scans all the faces in the area. We see the targeting system scanning the surroundings, instantly acquiring the Old Woman and a small herd of donkeys. Everything shows up in thermo as a hot white blob.

We see Max hiding under the hooves, the jet wash overhead howling, dust swirling. He blinks hard, and...

The Raven leaves the area to search other places. Max watches it disappear. So does the Old Woman. She clicks her tongue and casually leads the animals away, not even looking back.

Max looks down at his wound. He slowly pulls himself up, needing serious medical attention. He knows where he's going.

Frey puts down a bundle of medical forms and stacks them in a filing case, she punches her time card, done for the night.

Frey goes into Matilda’s small area and pulls the curtain shut sealing them in. She checks all the medical details, and runs diagnostics on the machines linked to her daughter.

Then Frey caresses her daughter’s hair, and gazes at this peaceful child. Slowly, Matilda wakes up.

So, remember how mommy said we could go home when you get better?

Frey nods. Matilda starts to sit upright excitedly. FREY

Whoa, easy, remember we have to be vr, Slow, take it easy. ——

Frey starts undoing the medical gear, forcing a smile.

Max hobbles through a shanty town. Fires buxn. He sees the dilapidated hospital up ahead. He keeps limping.

Frey gently takes out the IV from her child’s arm, leans forward and gives her a kiss on the forehead.

Kruger’s Raven hovers over the city. The blanket of Lights twinkling under the VTOL jet.

Kruger leans over a series of monitors. All FLIR infrared, The images are scanning every single person. He whispers:

Kruger walks through the jet over to the control center.

The camera feed from the UAVs is visible on the monitors.

Drake types into the keyboard. We see the satellite dish and radar array on top of the Raven fire to life. The satellite dishes orient themselves and Lock in,

SPIDER sits at a terminal eating crisps out of a bag. The wall screen suddenly goes red with a warning: SIGNAL JAM.

The techie gangsters check commands on computers. A techie slams his keyboard and lifts his hands in the air.

Max hobbles through people, on the verge of death. No one seems to care about him. He gets closer to the hospital.

But he sees: A COP standing at the entrance. Max limps forward, the cop seems to be looking away, the huge glass doors open. Diseased people bustle in and out.

One of Kruger’s UAVs flies overhead, coming in low like a

hawk stalking its prey. Max sees it, and takes cover under a garbage dumpster. The UAV passes right overhead, the little

propellers kicking up leaves and dirt as it hovers. Once satisfied, it takes off to search the next area.

Max gets up, he watches the cop with eagqle-like focus. He

moves over to the side of the hospital. Struggling with the pain, he looks through the windows. He catches a glimpse of:

FREY as she walks in the opposite direction.

Max uses all of his energy to walk in that direction. He heads down an ALLEY, holds onto the wall for support. He tries to walk more, but he collapses onto a knee.

Max looks down the alley. A rear exit door is visible.

i | | i

~ e os

He forces himself onto shaky legs. He stumbles forward a few paces and collapses completely, smashing over garbage.

He rolls onto his back. He lies still, looks up into the sky. He can see ELYSIUM. It’s never felt so far away.

Frey heads down a corridor toward a door. She swipes her ID tag and the door buzzes. She opens it and walks out into-~

EXT, HOSPITAL ALLEY - CONTINUOUS Frey heads for the garage, but she hears--

Frey stops abruptly, spins and Looks down amongst the garbage. Max lies curled up in bload. He raises his hand.

Frey looks at his wounds and the unbelievable stitches at the back of his head.

She heads for the door.

Frey shakes her head.

70,

Frey looks at Max, his wounds.

He coughs. Frey looks at him, conflicted.

for you. I need you, Frey...

Frey rises and walks away from Max. She Looks straight ahead, but then stops abruptly and looks back at him, this dying man

in a dirty alley. As she makes her decision...

Rhodes walks towards us, leaving the control room corridor.

In front of her is the PROTOCOL ROOM. Two armed DROIDS stand on either side of the airlock. Rhodes walks between them.

She swipes her card and walks into the security airlock. She types a code and the second doors open.

The room is cylindrical and glossy. Housing the most important computer in ELYSIUM. Rhodes walks across a glass Eleor. EARTH is fully visible under her feet as she walks to a central server datebase in the middle of the room,

She puts her hand on the biometric reader.

Rhodes looks around nervously.

| i i | i

The doors suddenly open. REP PATEL steps in.

Rhodes turns, surprised to see him.

Rhodes Looks back at him defiantiy.

They both stare at one another.

Patel looks into her eyes. A beat. Rhodes turns and leaves. The politician watches her go.

FREY HOUSE ~ DUSK

mall house with burglar bars. Looks like a rough @ighborhood. But at least it's a house and not a shack.

Frey knocks the front door open with speed. She helps Max inside. She dumps him onto a couch. He’s barely conscious. The room is bizarre, part house, part hospital.

‘x

Frey goes outside and comes back with Matilda in her arms. She puts the little girl down in her room.

Frey doesn’t answer. She goes back to Max. There’s a hospital gurney in the corner of the room. She puts a new sheet on it.

Frey helps him over to the gurney and lifts his leqs onto the bed. Frey starts moving faster, his situation deteriorating.

She grabs heart~rate monitors and medical equipment. She links them up to Max with lightning speed.

She rips off his heavy tactical webbing, grabs medical scissors and cuts his shirt off, revealing the knife wound.

He tries to push the wound area shut with his hand. But becoming weak, his hand slides away and flops off the table.

Max's eyes begin to roll back in his head. We hear the heart rate monitor suddenly flatline... BEEEEEREEEEP.

i I | i | if I

| a q

Frey races into another room and comes back with electric defibrillators. She jump-starts his heart. Again. Again.

Beep...beep...she looks panicked and......beepbeepbeepbeep, his heart starts.

Frey exhales, knows Max will make it. She looks at him. His head lies peacefully unconscious.

We slowly PUSH IN on MAX’S PACE. It blurs.

YOUNG MAX and YOUNG JULIO and other children play in a city fire hydrant. They laugh and throw water at one another.

Max climbs up onto the top of a concrete wall. Lying in the sun. Young Julio sitting down below him.

JULIO

Bout who you can mug? The other kids iaugh. Max squints into the bright blue sky. Ee sees ELYSIUM glinting in the sunlight. Although several hundred thousand kilometers away, it is huge in the sky.

Julio and the other kids laugh.

You think we'll still be friends? Max turns and locks down at Julio.

They slap hands, the same way they did before the heist.

nd hs

Max wakes up. He winces in pain. He feels his neck, it’s neatly bandaged. He looks down tc see his stomach bandaged.

Frey stands at the entrance of the room sipping coffee. She looks as though she had no sleep. Max delicately puts his hand on the bandages where the wound is.

Frey noda as she sips her coffee.

She points to his entire body.

Max hardens, snapped back to reality. He SLAMS his fist down, hits a tray of surgical utensils. Frey goes to pick them up.

Another voice rings out from the next room.

Max realizes he’s looking at drawings on the wall, a kid’‘s painting of a girl in a field of blue flowers,

Suddenly Matilda enters the room. She holds a tattered doll. The little girl is clearly very sick, small Iv’s still attached to her wrists. Her hospital bracelet visible.

Max holds out his hand, along with its HULC stainless steel knuckle dusters.

MAX [CONT’D) What's your name?

Matilda looks away from him and nuzgzies into her mom’s chest.

Matilda leaves the room, she stops at the door and gives Max an evil eye. He looks kind of worried. Frey gets up and closes the door gently. Frey stands there a moment.

helped you. Now I need you to help

(> ME. Ne

Frey gets closer.

Max looks at her, surprised.

the right thing, and this, THIS is what I got for it.

He motions to his wounds, his body.

Max leans back in his hospital gurney.

She motions to the IED burned into his wrist. FREY

That's not a gang tatt. And I saw you at Spider’s.

Max looks away from Frey. Looks at the drawing on the walls.

Max considers. Slowly turns his head back to Frey.

his arm) Thank you.

Frey stands, tightens her sweater. She starts to go, stops.

He looks at her. She tries to hold back her emotion. FREY (CONT’D)

I think you were sent to me. That’s

what I think. He has no response. He watches Frey Leave the house. INT, FREY HOUSE - LATER Max stands, looks at himself in the mirror. He inspects his body, looks at the scars. He runs his hand over the bandages.

He moves in close to the mirror looking at his own face.

Suddenly he has a mini SEIZURE. The searing white light. The migraine. His head wants to explode.

He collapses down onto the ground. Breathing heavy.

His fingers run up to the WETWARE socket in his skull, he feels it. Like a USB plug in his flesh.

MAX i Goddamn sons of bitches.

He smashes some medical paraphernalia that rattles about the room. He lies there. Defeated. Head sideways against the wall. Breathing slowly. Eyes shifting as he thinks.

His eyes slowly focus. And he gets up.

Max quietly enters the living room. Matilda lies sleeping on the couch. He watches her for a beat and then...

Max walks into Frey’‘s room. He pulls open her cupboards. Starts looking through her stuff. Shoe boxes. Drawers.

Fast jump cuts as he quietly rips the room apart. Finally he finds a small box with a ballerina on it. He opens it.

We see a ton of MONEY clumped together in neat bills. He puts the box down on the dresser and sits on her bed.

a He looks at himself in the dresser mirror. Stares at himself. cB

cal

He suddenly grabs the money and counts it. A beat.

He puts his hoodie on and buries the money in a pocket. He quietly walks out of Frey's room into—-

Little Matilda is standing in the hallway.

She points to her own bandages on her arms.

The two stand awkwardly. She has a book in hand. -

Max feels the money behind his back.

Max just looks at her.

Not in the reali world, kid. (moves for the door) Be right back, ok?

Before she can answer, he’s out the door. He closes it behind him. Pauses there. Conflicted. Then he walks away.

Max moves quickly down the road, but stops when he sees: A UAV coming toward him, scanning.

i rr if

UAV spots him. It relays the info to--

Crowe sees the flashing light on a monitor.

Kruger whips his head over. He sees a shot of Max from the UAV. The computer facial recognition software ID’s him.

The hovering Raven drops fast down to the city.

Max moves fast, trying to lose the UAV. It flies over hin, not letting him out of its sight.

Max dives under a concrete OVERPASS to a highway. We hear the

UAV hovering and scanning. Max crawis under the narrow

overpass, and gets away on the other side, 2 Nee

Max arabs baseballi-sized ROCKS and starts hucking them at the UAV, missing, missing, then PING! He cracks one of the propellers. It dives onto the ground and bounces down a filthy embankment. Max. scrambles away.

The massive RAVEN flies down.

Kruger grabs a gun off the weapons rack and loads it. Drake and Crowe arm up behind him.

Frey comes into her house carrying medical supplies. Frey throws the keys on the table and freezes. She slowly looks around at the mess. Drawers out. Clothes on the floor.

MATILDA | Mommy. The man left.

FREY : No...no no no...

al,

She runs into her room. She is about to look in the drawer when she sees the box with the ballerina sitting on the dresser. She picks it up very slowly and opens it.

Frey collapses down the side of the bed onto the floor.

Matilda is standing at the door.

Frey uses every ounce of strength to hold herself together.

She hugs her kid, tears forming in her eyes.

Max arrives cutside the lair. We notice an unusually Large number of people piled up. Throngs of them, on crutches, in wheelchairs, sick, dying. Max moves past them.

Max walks down the corridor, sweat beading off his forehead. It’s loud and crammed with people shouting. Max checks each room as he passes, searching for Spider.

Finally he reaches the main room. Spider looks over at him.

Max tries to walk right in. A BODYGUARD attempts to stop him. Max effortlessly chokes him out and tosses him into the hall. Max marches right up to Spider.

a2,

Max slams all the money down on the table.

Spider looks at the roll of cash.

Max shakes his head, the words don’t register.

Spider picks up the cash and hands it back to Max.

Max stares blankly at Spider, desperate.

Max collapses forward, holding his head. He instinctively feels the data port scars on his head, rubbing them, in total frustration and anguish.

Max doesn’t seem to hear him.

oe

C Ss,

aS

Max starts hitting the side of his head.

Re forces his thumbs into his eyes, as if trying to stop a migraine. Spider looks at him.

Spider looks back at the monitors flashing NO FLY INITIATED. He turns back toward Max, putting the pieces together.

Spider hobbies over to a computer console, grabs a long cable and tries to plug it into Max's head. Max slaps it away.

Max considers. The words resonate. He lowers his hands.

Spider plugs in. He fires up a program and the computer scans Max's head. Huge monitors display billions of lines of code.

Spider is speechless. He turns to look at Max.

He slumps back in his chair, stunned by the discovery.

Max looks down, holding the money he stole. MAX

Humans could live there? Legally? Medical? All of it?

SPIDER i Well...we fly up there, break into i the central server and upload this into it. This data lets us take control of every single Biosphere droid. They have no military, no police, they only have these droids. Which means, I control them, I control Elysium. |

Max looks at him.

SPIDER fi)

Yes.

Spider hobbles closer to Max.

Max stands up aggressively.

Max throws the chair out of the way and starts leaving.

Max rips the door open to leave, we see Spider clumsily grab a tiny stamp of technology off his desk.

Spider tries to stop Max, his uncoordinated hands feverishly clawing for a grip on Max‘’s chest. However, with a very fast

sleight of hand he sticks a tracking microchip on Max's HULC.

Max effortlessly pushes him back across the room, sending him crashing into tables, computers. Max points to his own head.

ou

(MORE)

86. > - MAX (CONT'D) oy Then they will cut me a deal, ad they'll give me WHAT I WANT. A ticket up there.

Max leans down to the knocked-out guard, pulls a grenade off his kevlar. He holds up the grenade and points to his head.

Or I'LL blow it up.

Max walks out, Spider yelis from the floor.

Spider desperately grabs for a walkie.

SPIDER {INTO WALKIE) (CONT‘D) Step him!

We hear SPIDER’S crunchy RT voice echo off gangsters’ walkies. They attempt to stop Max as he leaves, but-~

£

He effortlessly takes them out, using the super-strength of . the HULC, his metal enhanced limbs flashing in the shadows.

Max leaves bodies in his wake. He turns a corner and faces:

A sea of destitute people. Refugees waiting for Spider to save them. Each one needing a ticket to the land of salvation. They look at Max, deep into his eyes. A big beat, and...Max starts walking through them. We can hear Spider YELLING through the open door. SPIDER They will NEVER bargain with you, IDIOT. YOU'RE A DEAD MAN!

Max walks out the front door. The guard knows better than to pull a gun on him. He just puts his hands up.

Frey tucks Matilda into a bed inside her room. The mess lies about everywhere. Frey starts cleaning it up.

©,

He was..... what I thought he was.

Suddenly, they hear whining jet engines. The sound of the shuttle touching down outside. Frey moves for the door when--

BOOM. CROWE kicks the door open, DRAKE storms the room, guns out. KRUGER enters behind them.

Crowe violently takes Frey to the ground, Drake goes to check rooms. Kruger slowly steps toward Frey.

Kruger grabs Frey by the upper arms, pulls her close.

FREY ; Are you looking for that criminal? I hope you find him, I hope you throw him in jail for the rest of his life!

Kruger smiles, looks at his men. KRUGER Lot of anger there, lotaaaa anger

there boys.

Kruger gently feels her hair between his fingers. He lifts a handful of it and smells. His eyes focus over to see MATILDA.

88. a

FREY Re A Please. He's gone, just leave us. I don’t know anything, I just helped him, he was wounded.

Kruger silences her by putting his finger on her lips.

Kruger gently walks over and sits next to Matilda.

Frey runs over and picks her up.

Drake returns to the room.

Kruger motions for them to take Frey. Crowe grabs her. FREY No! No please! Listen! I den’t know anything. I don‘t know where he is! He took everything from me!

MATILDA | MOMMY |

Kruger gently caresses the child’s head,

FREY

LEAVE HER ALONE! I told you everything IE know! What the hell do you want from me? 4

Kruger looks at Frey, smiles. =

&RUGER What do I want? Now IT want...you.

He turns toward Matilda.

KRUGER {(CONT’‘D) Both of you. I want a family.

The back hydraulic bay doors open. Kruger’s men drag Frey and Matilda inside. Frey is forced into a seat. A huge chest- restraint bolts her in like a rollercoaster brace. FREY Please don’t do this, please just let us go, I’m begging you. Kruger ignores her, turns to his men. KRUGER Let's get comms up with the embassy team, need FMRI scan in twenty. The rear hydraulic doors seal up. Frey looks to Matilda. FREY it’s ok sweetie, it’s ok. Everything’s going to be ok.

For the first time, her words are hollow. And the little girl knows it. Frey reaches out, pulls Matilda close.

Max walks fast through the streets. Suddenly, he sees--

The shuttle rise up from behind some houses. Max begins yelling, waving his arms.

He realizes they are still leaving. Max runs down the road toward the area where he escaped the UAV.

Kruger steps close to Frey, almost kissing her cheek.

Frey tries to push him, but she is bolted down by the chest restraints. He violently pushes her arms back, laughs.

Max climbs down the embankment to find the UAV operational in the weeds. He lifts it up. Looks into the lens.

MAX’s FACE comes up on cone of the monitors. They can see him yelling into the lens but cannot hear any audio. 2

DRAKE : Holy shit. Sir, you better take a look at this.

Kruger snaps his attention away from Prey. He walks over to the monitor. He sees Max, then looks to his men.

The RAVEN hovers for a second and then rapidly descends.

Max throws the UAV to the dirt. He walks through a line of weeds on the side of the highway and leaps onto the road.

The shuttle approaches head on. Max stands in the road. The RAVEN lands, weeds and garbage spin in its vortex.

Kruger snaps his kevlar vest on, and hits the rear door button. The hydraulic steel door whines as it opens. —

erat ee ee

$i.

Max reaches into his pocket and pulls out the THERMAL GRENADE. He pops the pin. Holds it closed with his hand.

Kruger emerges from the Raven. He walks out into the sunlight towards Max. Max watches him coming like a hawk.

Kruger stops walking. They stand facing each other. The hot Sun beating down on the road.

Kruger points to the dcorway of the RAVEN. Max’s eyes dart over to the large shuttle and back to Kruger.

Kruger nods and smirks.

{MORE )

Kruger heads for the Raven. Max grips his grenade and follows him. Kruger walks into the shuttle. Max enters and sees......

FREY.

Max freezes in his tracks. His eyes transfixed on her. As she comforts Matilda, she looks at him. Tears run down her face.

PREY

Suddenly her demeanor changes. She becomes ice cold.

Kruger covers her mouth, she struggles, only angry muffled sounds can be heard. Max stands speechless, stunned.

The rear bay doors seal up with a hydraulic HISS.

The RAVEN accelerates up into the sky at blistering speed.

Max still holds his grenade. He sits opposite Frey. He looks at her without blinking.

He turns to look at Kruger. MAX (CONT’D)

Let her go for god’s sake. What the hell does she have to do with this?

Kruger turns to Max and smiles. KRUGER |

Well, you two are obviously old friends.

(MORE)

$3.

Spider hobbies over to a computer. A techie operates it.

The tracking point on Max shows up as a dot on the screen. TECHIE (CONT'D) Whoa... he’s airborne. Leaving earth sir, bound for Elysium. Spider looks shocked. Then snaps into motion. SPIDER Manuel, Rico, fire up the shuttie. Get weapons, get kit. We’re going up.

RHODES sits at her desk. Her wrist vibrates. She sees the number, very calmly and quietly leans forward.

Rhodes looks around to make sure nobody is watching.

The RAVEN hurtles toward ELYSIUM at 22 thousand kph.

Max watches Frey. He attempts to say something.

She doesn’t look at him. Max glances over at Crowe, who stares back, getting uneasy in the Zero G.

He grips the grenade so hard his tendons flex.

He looks around the craft. And his eyes slow on warning legos: “warning pressurised hull.”

Max looks cut the porthole at the vacuum of space. He sees ELYSIUM coming into fecus. Frey looks at him. Hard, bitter.

He says nothing. Deeply conflicted.

Suddenly the jet hits the atmosphere of Elysium. Shaking and reverberating through the whole ship. Matilda starts CRYING.

Kruger goes and sits dangerously close to Matilda.

Max looks out his window. The ship slows, rows of gorgeous mansions extend forever. His dream, right there.

He looks back at Frey, Matilda. The child terrified, tears on

Frey’s cheeks. Max blinks hard, makes an impossible decision.

He reels back and tosses the GRENADE all the way up to the cockpit. It clinks and rolis up to Drake.

i

SLOW MO: Kruger whips his head over, his pupils dilate. Drake looks at the grenade at his feet in disbelief.

MAX {CONT’D) (to Frey} Cover your ears!it!

Max is free in his seat, he moves fast and grabs Matilda. He covers her ears and gets into a firm brace position as--

BOooROOCOCCCCOM.

A MASSIVE EXPLOSION tears through the RAVEN cockpit. The explosion sends the RAVEN screaming downward into the Mansions, crashing into the lawns. SSSSSSMMMMMAAAAASHHHHHHEH. Frey is shaken around violently,

screaming, but she’s held by her harness. Max hangs onto Matilda for dear life as the impact sends everything flying.

THE RAVEN clips a MANSION, blasting cement dust out like a meteor hit, it digs into the lawn sending clumps of dirt and grass hundreds of feet in the air.

Martini sipping ELYSIAN women scream and PANIC, Jumping cut of their hot tub as the ship tears through their garden.

INSIDE THE RAVEN: Crowe is shaken violently in his harness.

Kruger is unbelted and slammed into the cockpit with car- crash speed, smashing his head on a steel railing.

The behemoth scrapes along, tearing up the Bel Air style garden, finally smashing into a mansion and stopping.

A techie sits watching a monitor. He speaks into a mic.

We find Spider in his own shuttle with Manuel and gangsters.

Rhedes spins her head around as an alarm rings inside the CCB

control room. The huge wall screen in the CCB displays a Massive warning: FOREIGN VESSEL IMPACT, BETA QUADRANT.

Rhodes abruptly stands and grabs her coat.

{The dust begins to settle. Electrical circuits spark and hiss. Max coughs and pulis himself upright, the entire RAVEN is on its side, the walls are now the floor.

Frey hangs suspended from the roof inside her harness.

Max finds her still in his axms.

Matilda is erying.

Max looks around the sparking smoked-up interior. He sees Crowe beginning to stir.

Max goes to Frey, tries to get her out of the harness, but--

It won't budge. He runs over to a console of switches and buttons at the back and hits them, one after the next, accidentally the rear BAY DOORS hydraulically hiss open.

Sunlight spills inte the smoke-filled interior, along with ash and embers. Fire from the jet fuel burns outside.

As Max tries to find the button to release Frey, Crowe begins ta rise. Max looks over at him, he looks back at Frey and violently tries to rip the harness open. It won’t budge.

a)

as

Crowe stumbles to his feet.

Matilda runs out the back into the garden. She hides in the rose bushes.

SLOW MOTION: Drake grabs his huge SMART GUN and harnesses it into a bracket connected to his chest armor.

Max dives and grabs the DEFLECTOR off a weapons rack. Drake’s finger on the trigger. CLICK. Max’s finger on the Deflector. CLICK.

Normal speed: the smartgun unloads an ungodly amount of lead at Max, the deafening gun filling the interior with smoke.

ULTRA SLOW MO: the bullets hit the force-field around Max and deflect in all directions, knocking Max violently back. Crowe xeeps firing, walking toward Max, never letting up.

Most of the barrage of lead is sent out of the Raven, tearing up the lawn sending plumes of dirt up.

The force of the bullets knocks Max out of the RAVEN onto the dirt and the metal subsurface of Elysium exposed by the crash.

Despite the violence, as soon as Max makes contact with Elysium’s surface, the mainframe becomes aware of him:

HOLOGRAPHIC icons and data popup all around Max: “deal on HUGO BOSS,” “amazon account - not registered,” etc.

Max falls on his back, the deflector is knocked out of his hand, the force~field goes away. Max moves like a lightning bolt toward Crowe, grabbing the huge gun while the psycho continues firing. Max uses his superior HULC strength and smashes the gun in two over his titanium covered knee.

With awesome martial arts moves, Max grabs Crowe’s arm, pops his elbow. Crowe howls in pain. Icons and data pop up, showing directions to the closest medical bay.

Max reaches over to Crowe’s tactical webbing, pulis the pin out of a GRENADE and kicks him back onto the lawn.

Max moves back inside to help FREY, BOOOQOQOCOM! A cloud of blood, dirt and grass is hurled into the air behind Max.

Kruger stumbles up, very unsure on his feet. Frey looks at him, trembles with fear. He slowly pulls two throwing knives.

Kruger huris the throwing knives with cobra-like snaps. But Max moves so fast that he deflects the blades in the air.

Kruger throws a barrage of four, Max smacks three out of the air, one digs into his stomach, he stumbles backwards.

In the second it takes Max to puil the blade from his stomach, Kruger draws his KATANA and comes at Max full force.

He swings his sword like a drunken pro. Max uses the exo~suit on his wrists and shins as steel shields.

KLINK KLINK. Kruger‘s sword is stopped by Max’s augmented limbs. But the sheer aggressive onslaught is too much, finally knocking Max back to the ground.

The maniac stands over Max, puts a boot on his chest.

Kruger slowly raises the KATANA, Max’s fingers outstretched, feeling for anything, he feels the tactical webbing of the remains of Crowe, and then his fingers find Crowe’s SHOTGUN.

é it

As Kruger brings the blade down, with bullet~Like speed Max grabs the shotgun and uses it as a shield.

ULPRA SLOW MO: the KATANA shatters like glass, glinting pieces of titanium fracturing and splintering into the sunlight. Twinkling in front of Max’s face.

Max spins up and KICKS Kruger so hard, the kick FLINGS Kruger back against the Raven like a rag doll. The coughing wheezing maniac drops the remains of his sword, trying to breathe.

Frey watches as the violence unfolds just outside the ship: Max swings the shotgun up, cocks it and steps right up to Kruger who is now lying propped up against the Raven door. Max puts the shotgun in Kruger’s face.

Kruger smiles, and licks the barrel of the shotgun. CLOSE UP: Max’s trigger finger... CLICK.

The shotgun pellets BLOW Kruger’s face off.

An ELYSIAN FATHER comes out of his house to see Max executing Kruger. The man panics.

Max drops the gun and suddenly remembers Frey. He goes into--

Max walks into the smoky interior, and fires his shotqun at the control panel. BOOM! The ship flickers, the harnesses all

snap open. Frey is released and falls against the wall. She slumps down. Max moves toward her, but she pushes past him.

ra

Matilda races out of the bushes, rushes up to her mom. Frey drops down and hugs her little garl tighter than ever.

Max turns to the rack of guns in the RAVEN and grabs a RAILGUN. He sees a MEDPACK on the ammo shelf and grabs it.

He runs over to FREY, about te pull the two girls to safety when he realizes the beauty and scale of ELYSIUM.

Frey rises slowly, holding Matilda. The three earthlings take a moment. They have never seen anything like this before. The stunning torus creates a horizon that never ends.

But Max hears something. He snaps his head over to see: a HOMELAND DEFENSE RAVEN incoming.

He turns to grab Frey, she rips her arm away.

The HOMELAND DEFENSE RAVEN is coming in fast. Max grabs Matilda and pulls Frey. They run across the manicured lawn. The smoking wreckage of the shuttle smoulders behind them.

Rhodes stands at the open door. IMMIGRATION DROIDS peer cover her shoulder watching the illegals run across the lawn,

The droid shoulders his SMG and FIRES!

Matilda screams as BULLETS kick up the dirt behind them. They race up the stairs of a palatial mansion.

Frey tries desperately to get into the house. All the doors are locked.

“ny

ead

LOL.

The droids fire again, tearing up potted plants and shattering tiles. Max turns and fires his RAILGUN at them, HYPERSONIC ROUNDS tearing straight through the Raven.

RHODES ducks as splinters of metal shatzer through the cabin. Pin~pricks of light poke through the punctured hull.

Frey keeps trying to find a way into the house.

Max and the girls run along the side of the mansion, and then down stairs. The droids fire at them, blowing chunks out of the earth, kicking up water from the pool.

Max turns and fires, he BLOWS one of the droids away. The shattered droid boils across the cabin floor. Sparks and boits ping around the cabin. Rhodes protects her head.

The droid mans a huge DOOR-GUN, and opens fire, trimming palm trees with a beam of lead. Max trips and falls, Frey turns.

He lifts his rifle and takes a second to aim. He fires straight into the wing turbine. The engine explodes! The RAVEN immediately begins to lose altitude.

Max gets up. As he sprints after Frey and Matilda, we see the Raven smack into the Lawn, like a very hard chopper landing.

Rhodes hangs on as it SLAMS tc the ground and comes to rest.

Warning alarms blare. Rhodes uncouples herself and steps out of the smoke into the sun. She looks around for Max. Gone.

Max and the girls keep running across mansion grounds. Max is clearly in sericus pain, struggling. Frey looks pack.

Rhodes walks over to the smoky remains of Kruger‘’s shuttle.

She seas KRUGER‘S BODY. She takes a moment to leok at the sheer devastation. Then she hears--~-

102,

The slow whine of a third RAVEN incoming. She turns to look Nel at it. She waves her arms, directing it down toward her.

Max and the girls break through a perfect hedge. They race up marble steps. Max shatters a window and--

Max lands on the marble floor. Frey and Matilda follow. They hear the roar of the CCB RAVEN outside.

Max silently peers over the edge of the windowsill. He watches as the Raven screams by overhead, departing with Rhodes in it. He watches it disappear, then--

Max starts laughing, relief washing over him.

Matilda gets up and runs through the immense house. Max slowly stands. He walks around taking it all in.

He and Frey walk conto a back deck that looks out at the magnificence of Elysium. Bright flowers. Shimmering lakes.

A look between them. They made i

An overhead computer voice begins reading features about the house. It is for sale. Matilda runs into the children's room.

Frey walks into the children’s room, which is bigger than their house. It is stuffed with brand new toys.

Max enters the room. As he looks around, we see a FLASH of hig ORPHANAGE. We cut back to the room and-~-

Suddenly Max DOUBLES OVER in pain. The barcode on his wrist lights up for a second as the house scans it, BEEP.

ss,

o

Frey rushes over to him. She feels for his vitals.

She lifts him up, he winces in pain.

We follow Rhodes as the CCB droids walk behind her. They carry KRUGER in a body bag. They move through a door to--

The large high-tech room is a mixture of equipment and weaponry. Two CCB MEDICAL DROIDS stand waiting. Rhodes waves the droids carrying KRUGER in. They dump the body on a table.

The droids pull the bodybag off Kruger. His wound seems beyond the point of repair. The medical DROIDS grab plastic packages, they break the seals and pour the white powder contained within all over Kruger’s destroyed face.

A robotic ultra-violet light begins interacting with the powder. Magically we see Kruger’s face begin to regrow. As this happens, the droids begins linking up IV’s and sensors. Starting the heart again. Getting the body back online.

The body starts breathing, then its eyes open. The droids start pulling off all the medical sensors. KRUGER‘’S face is complete. As good as new. In fact, better. No scars,

Frey helps Max into the medical room while Matilda watches. The room looks like a hospital MRI ROOM designed by peggenpohl. There is a medical table.

Frey knocks the flower jars off and puts Max down. There is fo) large button. She hits it. A laser scans Max‘s FAKE ID.

Xr ne A holographic menu pops up. A choice of cosmetic upgrades.

OVERHBAD VOICE ‘ i A variety of health upgrades are on offer. We have a sale at the moment in the Armani range. Please make your selection from the menu.

Max looks at Frey and Matilda. He touches the Armani logo. The overhead cover begins coming down. Closing Max inside.

SPIDER'S graffiti-ridden ship comes in fast and lands on the lawn outside the mansion. Spider hops out. Manuel and Rico hop out with him. Spider looks back into the shuttle.

The shuttle takes off behind them and leaves.

Spider smashes the door open. He walks inside following his tracker. It leads him to the MED BAY. He sees Max about to be

re-atomized and healed.

SPIDER

Notre

Spider lunges forward and uses his gun to jam the machine from closing. He hits the CANCEL button.

|

MAX | Are you kidding? Get the hell out!

Max tries to push him away. _3

Max throws Spider from the med bay. Spider knocks over plants and vases, smashing them. Matilda starts trembling.

The gangsters point their AK47s at Max.

Matilda‘s eyes roll back. She is having a full seizure.

Max and Spider and the gangsters all stop and look at the little girl. Frey stands up frantically.

She grabs Matilda, rushes to the medical bay and puts the child down gently. Spider is helped up by the gangsters.

She hits the ANALYZE button. There is a Loud error BEEP.

ta

She violently hits the button again.

LO6.

Frey starts hitting the machine.

She SMASHES the button again.

She licoks at Max. FREY GIVE HER YOUR CITIZEN CHIP: YOUR ARM! GIVE IT TOG HER! Max looks down at the ID burned into his arm.

Frey collapses onto her knees beside the table. She chokes back tears. She strokes Matilda’s hair.

Max looks out at the sprawling estate. The manicured lawns extending for ages. The magnificent curve of Zlysium.

Then he turns back to Frey and Matilda. MAX Ok... (turns to Spider} If I do this, it'll help her right? Spider nods. Max looks back down at his broken body.

“@

KRUGER is now alive. The MED BOTS disengage the cables that suspend him, and he collapses like a marionette. Slowly his fingers uncurl. His muscles tremble as he rises to his feet.

ad

He looks around, slowly walks over to a row of sinks and mirrors. He checks out his reflection.

Kruger continues to look at his new face.

Kruger suddenly punches the mirror. The broken glass cascades everywhere. Rhodes seems momentarily shocked.

Kruger takes a shard of glass and cuts above his eyebrow.

Kruger admires himself in the mirror, his fresh scars. Ee Looks more like the old Kruger. Rhodes steps closer.

Kruger cocks his head, then turns and with lightning speed

SLITS RHODES’ THROAT. SLICE.

Rhodes chokes and falls to her knees gurgling. Kruger throws the piece of glass, KLINK, it bounces off tiles somewhere.

The med robots stand by. Rhodes cannot form a sentence to get them to help her. She falls, dead.

i6é.

Kruger grabs a weapon, and steps over Rhodes as he heads out.

Max and Spider huddle over a tattered MAP OF ELYSIUM. It is big, taking up the whole kitchen table. Gangsters look on.

SPIDER

We need to get that data out before you're healed. The healing process strips the atoms and realigns them, it will corrupt the data instantly. After we extract the data, then we'll fix you up. Plan is, we break in, download it, then get you here right away. (points to map) They have medical bays in the armory.

Max looks over at Frey and Matilda. Frey has a wet cloth on her brow, cooling her daughter down.

Max contemplates the answer. Spider motions to the map. SPIDER (CONT’D}

We drop in here. This is a back entrance to the control room.

We follow his finger along the illegal map. SPIDER (CONT'D)

All the way in here. Boom. This is the protocol room.

He points at the airlocks. Spider reaches into his bag and pulls out a swipe card connected to a handheld computer.

Spider gives a rueful smile.

He looks over at Frey.

Spider holds up a headset and laptop.

Frey nods. Max stands, lifts an AK4?7, checks the breach.

JUMP CUTS: various guns/ammo loaded into pouches. Zipped up, backpacks on.

They stand at the front door to the mansion. About to leave. Max takes a headset and earpiece from Spider. He puts it on. Frey walks aver to Max. Quiet.

Max looks back.

fet font oO

Kruger sits on a medical bench as the MED BOTS BOLT a HULC SUIT into his bones. Similar to Max. But more expensive. More high-tech. Like an F22 vs an Fi4. It’s magnificent.

Once secured, Kruger goes to his LOCKER. Still has his name on it. He opens the locker and starts pulling out his gear.

Manuel and the gangsters run ahead into the night. The huge mansions flood-lit. Max and Spider follow. Guns drawn.

Frey wears the head-set. She watches them on the laptop. The access hatch shows up in the satellite data.

They arrive at the still smouldering crash site. Using GE

flashlights, they find the hatch under the ripped-up earth. They open it, and jump into the SUBSTRUCTURE of Elysium.

Kruger calmly walks out of the armory. He steps into the central corridor. He casually lifts a grenade from a pouch,

pulls the ring and throws it down the corridor. Ha walks back into the airlock. BOOOOCOOOOM!!!! Fire and smoke billow.

We hear the deep base rumblings of the explosion.

Warning lights start spinning. All the CCB agents rise. Rushing for the exits. The lighting blinks on and off, as though the grenade has damaged the power source. OVERHEAD VOICE ALl agents, go to the nearest exit : and proceed calmly to ground level.

The panicked agents run out of the CCB headquarters.

oa fp .

SLOW MO: we see KRUGER move in the opposite direction to them, walking toward us. He flips his hood down. Deadly.

A hatch opens above the hallway. Manuel drops down and pulis out his gun. He spins the other way. NO ONE.

He stands like a sentry as another gangster, RICO, hops down. The CCB is smoky, burning embers floating through the air.

Spider is lowered down by Max. Max hops into the corridor.

Spider leads the brigade to the first airlock sealed doors. He slips his SECURITY CARD into the reader and scans the code, he types and...7TSSSHHHHH the doors open.

Spider opens the second decors to be met by more smoke. Max cautiously checks the room, waves his gun from side to side. Clear. They start moving into it. And suddenly--

Max hears a blood-curdling SCREAM from RICO. They spin to see him exploded by-~

KRUGER. The gangster is hurled across the room. Kruger’s deadly wrist device sparking and winding down from the kill.

Max lifts his gun and FIRES, but-—-

Kruger’s high-tech suit MELTS the gun in Max’s hand. Liquid molten AK47 drips all over the floor.

Spider tries to grab Max.

Manuel lifts his assault rifle, pops off a few rounds, but the bullets just glance off Kruger’s billion dollar HULC.

li2.

Kruger casually lifts his wrist, sending a beam that turns Manuel's gun into ASH. Manuel screams as his hands are burnt. Smoking embers of burning metal floating around the room.

Kruger spin-kicks Manuel across the reom, the gangster bounces off the wall like a soccer ball.

Max summons his energy, runs toward Kruger and LEAPS.

He smashes into Kruger, sending them both back, DENTING an airlock door with 500 ibs of steal exo strength.

Max grabs one of the throwing knives off Kruger’s vest and stabs it through Kruger’s wrist WEAPON. The device crackles and sparks. Blood leaking across the white stark CCB.

Max starts to take the upper hand when....

Max goes into a white hot flash of cerebral pain. The epileptic seizure of DATA-OVERLOAD hits him, he trips and stumbles over desks and terminals, holding his head.

Manuel grabs Max and pulls him back toward Spider.

Kruger rises, whips out a deadly throwing knife and wings it at Manuel. It digs into his sternum. He drops to his knees.

Spider looks back to see his friend go down, gasping for air. Spider turns back, hacking the control-room airlock.

Max sees Manuel die. Anger coursing through his veins, Max uses every ounce of strength to will himself to his feet.

Kruger lunges at him. His knife comes flashing toward Max’s head like lightning, barely missing his jugular.

Max delivers a sequence of awesome martial arts kicks and punches knocking Kruger back, giving him time to escape.

Max dives into the airlock and hits the SHUT button. The door starts shutting. But Kruger leaps and wedges his steel encased body in between the airlocked doors, jamming them. He’s trapped there.

Max drags himself away, looking back as Kruger struggles to free himself. Max and Spider hobble into--

joss fon he

Max and Spider make their way through the immense, abandoned CONTROT, ROOM. Walls still flicker with warnings:

ILLEGALS DETECTED IN CONTROL ROOM.

They reach the next airleck. Max turns back to see Kruger pulling free himself.

Spider disengages the door, and they move fast into--

The gantry is suspended hundreds of meters up, like a bridge over the immense sub-structure of Elysium. It looks like

something out of STAR WARS. duge volumes of wind swirl.

Max and Spider hobble along the gantry, MEDBAY and PROTOCOL station writing in signs overhead. Max looks up, sees:

Kruger keeps coming, a relentless killer.

Max stops, watches this cold-blooded killer.

A calm passes over Max, as Kruger bears down.

Max and Kruger collide in a deadly sequence of moves.

Max struggles. But he makes a desperate move, GRABBING hold of the NERVE CENTER on the back of Kruger‘s HULC.

Max tears it off with all his strength. SPARKS explode and

shredded circuitry come out in his hand. We hear Kruger’s suit power down, and--

Max kicks the living shit out of him.

[ree ad ibe

Kruger falls into a crumpled heap. They are at the end of the gantry, where the ARMORY has MEDBAYS LINED UP.

Kruger looks at Max’s dying body. He looks into the ARMORY, then back at Max, choking, laughing.

Max looks at Kruger, confused. KRUGER (CONT'D) You think...you can pull that data out of your head and live? You think you just carry on with your Little life? Kruger is Laughing, choking. KRUGER (CONT‘D}

You fucking idiot... That data will kill you the second it’s retrieved.

Max turns to Spider.

A beat. Spider looks back at him. Yes. KRUGER You wanna save...all your little earthlings...then you’re gonna die.

Frey covers her mouth as she hears them over the comms.

Max looks at Spider.

Kruger laughs with his dying breath.

Max gets up in a rage, he grabs Kruger‘s BODY and HURLS him off the edge of the GANTRY into oblivion. Kruger disappears into the darkness. For good. Max drops, devastated.

Frey listens to the conversation. She looks toward Matilda.

Spider turns to see the security droids and politicians have arrived at the end of the GANTRY.

Max geéts up and stumbles toward the MEDBAY. Spider SHUTS the security door behind them as they leave the gantry. He MELTS the control circuit, sealing it.

Max stumbles over to a MEDBAY, and leans against the machine. His fingers caress the “DIAGNOSE” and “HEAL” buttons.

We hear the sound of cutting metal. Spider looks up to see CCB DROIDS cutting through the security door.

Max blinks hard. He wipes his face and turns away from the machine. He lcoks back at the droids. He limps toward Spider,

He motions to the final airlock before the PROTOCOL ROOM. He steps away from the MED BAY, he has made his decision.

Spider runs a bypass on the protocol door. The hydraulic door opens revealing the PROTOCOL CORE. Max stands for a moment, stares at the space, the inner core of Elysium.

We follow IMMIGRATION DROIDS as they load up guns with tear- gas and run across the LAWN towards Frey in the mansion.

jw pa Lo) '

Max collapses next to the central computer. Spider closes and seals the door behind them.

The glass floor of the protocol room is the final barrier between the inside of Elysium and space. EARTH looms directly under them. Max looks down at the world that raised him.

Frey sees Max as a small infrared heat dot on the screen.

She is fighting back tears. She sees the Immigration Droids coming across the LAWN. She leans over and pulls Matilda closer. But doesn’t leave the monitor.

Spider walks over to the central console and takes out his Little computer, he plugs his USB wire into the PROTOCOL. He gives the other end to Max. Max clumsily plugs it into his own head. He calmly looks back down at Earth. He remembers the locket on his neck. He snaps it off, holding it.

She swallows and then adjusts her mic to speak into it.

I’m sorry about that. It’s just.... I don’t know why I took it, I i wanted to get into that stupid gang.

FREY j It’s ok. : aA

7: Liv.

Max opens the locket, looking at the image of Earth. The same one he can see with his own eyes now.

Spider types furiously, hacking into the system core. He looks up to see the DROIDS running to the final decor.

BANG. They hit the door. THUMP THUMP, sparks fly as the acetylene torch starts cutting.

money. I'm really sorry, I swear.

SLOW MO the sparks drigzle into the room. The security droids raising guns.

The droids smash open the doors to the mansion and enter. Frey looks up at them on the other side of the house.

The computer screen reads: “PLEASE ENCODE NEW ADMINISTRATOR.” SPIDER TE F don’t get this working soon,

we are fucking dead.

Spider puts his open hand to the biometric reader. -SCAN- Complete. -~COMPILING~

BEEP. SYSTEM READY.

Spider hands the KEYBOARD to Max. Max takes it. With his other hand he drops the locket on the glass floor. Two earths, one real one image, hanging there.

Max looks at the ENTER key. His finger hovers over it.

SLOW MO: MAX hits the ENTER KEY.

His eyes close. His hand drops to the floor...... dead.

The computer screen fills with billions of lines of code. BOOM. The door finally gives way. The DROIDS run in. They are trailed by REP PATEL and a young politician, REP SMYTHE. The droids GRAB SPIDER violently, beating him.

Patel enters the room, aghast to see the immigrants in the most secure zone.

The DROIDS smash the laptop in front of Frey and violently vip her from the chair. Another one grabs Matilda.

Computer screen: COMPILED. HUMAN STATUS: .......LEGAL,

Instantaneously, the DRCIDS let go of Frey. The coda on their visors suddenly starts scrolling, like a DOS REBOOT.

Spider calmly grabs his handheld computer off the deck.

Be smiles at the politicians as he leaves. The men look at each other, knowing their days are over. MAX'S BODY lays there dead. And we see one final flash of memory:

Young prisoners line up against the wall. The WARDEN makes them stick out their tongues, while he checks for contraband. He walks up to ELEVEN YEAR OLD MAX.

Max sticks his tongue out at the Warden, the other kids laugh. He punches Max in the stomach. Max collapses, lying at the Warden's feet gasping for air. The kids quiet.

The Warden leans down next to him. WARDEN (CONT’D)

No one will remember you. You will never accomplish anything...

Young Max cries. The Nun sits on the edge of his ratty bed.

Frey gently places Matilda down on the med table. She presses the ANALYZE button.

A soft blue/white light moves up and down Matilda’s body. RE-~ ATOMIZING. Frey watches in disbelief as her daughter is mended. The machine gently opens.

Frey stands with baited breath. Matilda slowly opens her eyes. She turns and looks over at her mom. 100% CLEAR.

MONTAGE :

Humans all over Elysium come out of hiding. The old, the sick, all getting medical care in their mansions.

Shots of humans on earth scrambling for tickets to ships. SHUTTLES stuffed like Indian trains. Bound for Elysium.

Frey and Matilda play in their garden. The huge orb of Earth floats behind them. Frey wears Max’s necklace now. She holds it for a moment. And then continues to play with Matilda...