"MISSION: IMPOSSIBLE III" (2006)

MISSION: IMPOSSIBLE III

Alex Kurtzman, Robert Orci, and J.J. Abrams

1 THE FIRST IMAGE WE SEE IS THAT OF A MAN. EXTREMELY TIGHT 1 ON HIS BRUTALIZED FACE. BREATHING HEAVY, BRUISES FRESH; THE WOUNDS, GRIME AND SWEAT SPEAK OF AN EXHAUSTING, DISORIENTING AND TORTURED JOURNEY.

We’re looking at ETHAN HUNT. Wildly alert, his eyes trained off-camera. He looks all at once terrified, blind with rage, heartbroken. Then, finally, a VOICE:

VOICE (O.S.) There’s an explosive charge in your head. (beat) Sound familiar?

The man speaking to Ethan is an imposing 37 year-old, cold eyes -- he stands a dozen feet away, pulling a PISTOL from a shoulder holster. This is OWEN DAVIAN. He cocks the gun.

Standing behind him is a second man -- we’ll simply call him BROWNWAY. Bandage on his nose.

Ethan, we now realize, is BOUND to a bolted-down chair. A barber’s chair. A beat.

Ethan’s eyes flick back to where they were before -- and we DOLLY TO REVEAL that there’s a fourth person here: 30 years old. BOUND TO A CHAIR, a length of DUCT TAPE plastered TIGHTLY across her mouth.

Under normal circumstances you’d consider her confident, intelligent, athletic and kind. A natural beauty. These, clearly, are not normal times. Her name is JULIA. And Davian holds the gun to her head. Blind with fear, Julia just concentrates on not throwing up. On the verge of madness, Ethan says with love and strength:

Holy shit, the clock has started. Julia SQUEALS quietly, muffled from behind the tape. He begins relatively calmly:

Listen to me: I got exactly what you asked for -- did you want something else? If there was a misunderstanding then I will FIX it-- I can get it whatever you wa-- Two.

Hey man, I’m talking to you -- put the gun down -- was that not The Rabbit's Foot? Did you want something else--? Just-- listen, talk to me. We can talk, like gentlemen-- Three.

Ethan suddenly STRUGGLES LIKE MAD to extricate himself from his bonds -- but even in this adrenaline burst, his TIGHT HANDCUFFS only rip into his skin -- CLOSEUPS of the metal chair show that it’s BOLTED to the floor. Watching Ethan desperate like this only makes Julia more afraid. Finally Ethan stops struggling. He switches gears:

Ethan knows he’s got to try something else -- so:

SUDDENLY DAVIAN SHOOTS JULIA IN THE LEG. She SCREAMS behind the tape as Ethan YELLS --

-- Ethan STRAINS MADLY again to break out, ROARING:

-- Julia SOBS now, bleeding -- Ethan gives up on trying to break free as Davian SHOVES the gun into her temple, his finger TIGHTENING on the trigger -- Ethan going insane -- he can only make a desperate appeal, tears flooding his eyes --

-- please don’t do this-- let her go -- I promise you, I used the plans Brassel sent you in Rome-- if that wasn’t what you wanted then that’s not my fault! I can figure out how to get whatever you want -- killing her gets you nothing! Please-- imagine -- Nine. someone you love-- there’s gotta be someone you love-- imagine them with a gun to their head, please let her go -- don’t just do this, I want to help you get whatever you want, but you have to do what’s right, what you know is right! Please! NO--! -- Ten.

AND AS DAVIAN’S TRIGGER FINGER TIGHTENS --

2 SMASHCUT TO DARKNESS AND SILENCE. SUDDENLY: BRIGHT LIGHT --2 WE’RE IN A REFRIGERATOR THAT’S JUST OPENED -- LOOKING OUT AS A FACE PEERS IN AT US: IT’S JULIA. HAPPY, RADIANT. WE ARE:

Ethan and Julia’s home. Comfortable. Real. A PARTY in the house behind her as she grabs some lemons. Suddenly ETHAN is here, reaching for a beer. They’re casual, intimate, sotto:

JULIA ETHAN

-- what are you doing? -- your brother wants another

one--

-- oh God, Ethan, this is what I was talking about-- -- I know -- Jules: I’m -- but that’s how it is with watching him, he’s fine. Rick: he’s fine, he’s fine... -- I know... -- then suddenly he’s naked and hugging everyone-- -- I will take full

responsibility for Rick--

-- you will? Full? ‘Cause that’s a huge responsibility-- -- mostly full, yeah, I will.

It’s going well, right?

(smiles) -- yeah, it’s going well--

She kisses him, smiling. A woman, BETH passes by:

1/26/06 TAN REV. 4A.

And Julia stops -- this is clearly something she’s nervous about -- but Ethan comforts her:

A4 OMIT A4

B4 EXT. ETHAN AND JULIA’S HOUSE - DUSK (*USED TO BE SC. 5*) B4

In a leaf-strewn street, Julia and Ethan greet RACHEL, Julia’s six-month pregnant sister, and her HUSBAND, KEN. Hugs and AD-LIBBED, overlapping dialog such as:

JULIA RACHEL

Oh my God, I can’t believe What, like we’d miss your you guys came to Virginia -- engagement party -- and look you look so beautiful -- at this house! we’re still unpacking, so (seeing Ethan) it’s a little, um... -- is this him?

Ethan offers a hand, but Rachel just HUGS him, warmly -- Julia beams.

C4 INT. LIVING ROOM - DUSK (*PT 2, USED TO BE SC. 6*) C4

VARIOUS SHOTS of friends hanging out, eating, drinking, laughing...

We go LOW and CLOSE on a DOG (BUSTER), surrounded by PEOPLE’S LEGS at the buffet. TRAVEL with the Dog to...

D4 INT. SUN ROOM - NIGHT (*USED TO BE SC. 10*) D4

... Ethan and one of Julia’s friends, KEVIN. Buster sits dutifully beside Ethan, looking up at him. Two Women (one, ANNIE) are also here:

1/26/06 TAN REV. 4B.

D4 CONTINUED: D4

Ethan heads off, Buster follows. Kevin look to the women deadpan. After a beat, he pretends to SNORE. But apparently they don’t agree:

ANNIE WOMAN #2

I’d marry him. -- I would, too.

WOMAN #1 (V.O.) -- but what was he like?

THREE WOMEN and TWO GUYS, late 30’s, sitting comfortably near the fireplace:

GUY #1 -- you mean in high school? Ethan was just, you know-- he was very fat. At the time.

WOMAN #1 -- really?

GUY #1 Yeah, he was huge.

WOMAN #1 -- no he wasn’t.

1/26/06 TAN REV. 4C.

GUY #1 ... no, he wasn’t. But I wish he had been. (they’re laughing now) -- my prom night would’ve had a happier ending, I think...

They all laugh and --

1/26/06 TAN REV. 5.

5 OMIT 5

1/26/06 TAN REV. 6.

Ethan, at the bar, makes a martini. Buster still beside him, dutifully.

His attention’s drawn across the room to JULIA: through a door at the kitchen counter, assembling hors d’oeuvres with three friends: ASHLEY, MELISSA, ELLIE.

During the dialogue that follows, Ethan watches... rapt, almost mesmerized by how much he loves Julia... the way she laughs, talks to her friends... and our ANGLES start to reveal, slowly, that he’s actually READING THEIR LIPS...

INTERCUTTING:

MELISSA JULIA

No guy was ever good enough That’s not true-- you make it for Julia, adventurous sound like I never dated. enough, spontaneous enough, funny enough--

She smiles. In total synchronicity with her, Ethan, across the room, smiles too. As if he were right beside her...

1/26/06 TAN REV. 6A.

They turn -- Ethan’s smiling, loving her -- finishes the martini, moves off --

MELISSA ELLIE

... He heard that? -- how’d he hear that?

ASHLEY MELISSA

(sarcastic to Melissa) (playing along) Well that’s totally Oh my God! You’re perfect unexpected! Can you believe too? I didn’t know that! that?

As they LAUGH, PRE-LAP A GLASS CLINK-CLINK-CLINK!

1/26/06 TAN REV. 6B.

8-11 OMIT 8-11

1/26/06 TAN REV. 7-8.

PAGES 7 - 8 DELETED

1/26/06 TAN REV. 9.

Rachel gives a toast. The MUSIC now QUIET.

Guests LAUGH. Ethan and Julia stand together, smiling, his arms wrapped around her. Rachel gets teary as she says:

Ken leans in with a napkin; she dabs her eyes, recovers fast.

HOLLERS, CLAPS and LAUGHS from the guests -- and on Ethan and Julia, who accept the toast -- Julia then moving to Rachel, embracing her. And the MUSIC PUMPS and we CUT TO:

VARIOUS ANGLES of PEOPLE DANCING to the MUSIC, having a blast. Ethan and Julia among them. Dancing. Loving each other. And we learn everything, just watching them here.

LATER -- NEW SONG PLAYS in the background -- people still DANCING and having fun in the other room. Ethan, a little sweaty, piles food on a plate. A 23 year-old GUY (RICK, JULIA’S BROTHER) approaches, slightly toasted.

1/26/06 TAN REV. 10.

Rick moves close. Puts his arm around Ethan’s neck. A drunken, too-intimate kinda move.

The PHONE is RINGING.

Rick heads off, holding up a beer bottle, pointing to it and silently mouthing “you rock hard”. Ethan nods to him as:

He hangs up. PUSH IN TIGHTER -- only we see it, but something has changed -- he looks across the party at Julia -- HOLD ON HIM WATCHING HER. A guilty, silent agony.

15 OMIT 15

Ethan pulls a full ICE MACHINE BIN out of the freezer --

1/26/06 TAN REV. 11.

Quiet. CRICKETS. Distant party SOUNDS. PUSH IN as the side door opens. Ethan leans out -- tosses the four pounds of ICE CUBES into the bushes. Returns inside, closes the door.

Julia sits, laughing with her friends as Ethan arrives:

ETHAN JULIA

Yeah-- I’ll be back in ten minutes. Okay--

A quick kiss and he’s gone. She watches him go.

LOW to the ground, in the middle of the wet parking lot, we PUSH IN to the fluorescent convenience store as Ethan’s car arrives off the highway.

TRACK WITH ETHAN as he walks down the aisles, eyes casually searching. Heads to the back of the store, near beverage fridges and a MAN in suit and coat, back to us. Ethan turns to racks of snacks. The other Man turns, away from Ethan.

It’s MUSGRAVE. 40. IMF up-and-comer. They’ve risen in the ranks together -- Hunt as field op, Musgrave as policy maker.

Scene takes place sotto voce, backs to each other. If anyone were watching, they would appear as two strangers. Musgrave seems particularly heavy-hearted, doing his best to cover it.

1/26/06 TAN REV. 12.

Ethan pulls a PRINGLES CAN from a rack, as he says:

As Ethan opens the Pringles, starts eating them:

TIGHT ON ETHAN as he stops, affected as well.

1/26/06 TAN REV. 13.

Ethan, heartsick by the news, is now surprised at the unusual request. Typically they’d just disavow...

Lost in thought, Ethan nods a regretful, single thank you. But then, just like that, he moves to the freezer, opens it, pulls out a bag of ICE. He’s made a choice:

A SLIGHT DOLLY reveals a small GIFT BAG sitting on the floor. Ethan turns to him, broken over the Lindsey news. Their eyes lock for the first time. Ethan, numb, elsewhere, realizing what this gift is.

After a beat, Ethan turns to go, grabbing the bag as he does. Musgrave watches him exit. A look of concern.

A21 INT. HUNT GARAGE - NIGHT A21

The moonlit garage. Muffled MUSIC and PARTY SOUNDS. And we’re DOLLYING as HEADLIGHTS PLAY through the windows -- and we arrive at the side door, which Ethan enters now, carrying the ice and Musgrave’s gift bag.

21-22 OMIT 21-22

1/26/06 TAN REV. 14.

A23 INT. HUNT GARAGE - NIGHT (*USED TO BE SC. 33*) A23

Ethan pulls out and unwraps the gift: a KODAK DISPOSABLE CAMERA. He opens it. Pulls out the camera and peers into the viewfinder. We see ETHAN’S POV, INTO THE CAMERA: a quick RETINAL SCAN, then WORDS: “IDENTITY CONFIRMED: HUNT, ETHAN.” Then VARIOUS BLACK AND WHITE IMF PHOTOS of LINDSEY FARRIS APPEAR.

VARIOUS SIZES OF A SINGLE, GRAINY, LONG LENS, BLACK AND WHITE SURVEILLANCE PHOTOGRAPHS of the same man we saw shoot Julia only minutes ago:

SATELLITE IMAGES of the German countryside, vehicles, close- ups of LICENSE PLATES. WE FAVOR ONE MAGNIFIED IMAGE of a SMALLISH FIGURE flanked by two larger ones as they get out of one of the vans:

Back to MUSGRAVE:

1/26/06 TAN REV. 15.

A23 CONTINUED: A23

Ethan lowers the camera -- heart torn between concern for Lindsey and love for Julia -- and now we’re on ETHAN’S BACK as a wisp of SMOKE rises, backlit by moonlight.

Ethan then stands, dropping the camera into a garbage can. He stares at the HEAVY BAG hanging here... until SOUNDS FADE UP -- PUNCHES -- strong and constant... and we DOLLY PAST THE BAG, and when we come out the other side, we’re:

LINDSEY FARRIS, early 20’s, blonde hair, beautiful eyes and a wicked punch. She SLAMS the bag as Ethan circles, provoking (there’s something odd about these FLASHBACKS, an occasional, random time-shifting, hand-cranked camera feel):

She PUNCHES harder, raw aggression -- then:

She turns, out of breath -- but Ethan just tosses her an ESCRIMA FIGHTING STICK. He holds one too --

-- tireless, Lindsey attacks -- fierce -- the two SPAR with the Escrimas -- KRAK! KRAK! KRAKKRAKKRAK! And though she’s good, Ethan takes her down... until she makes a quick last- minute move and DROPS HIM. He laughs. CUT TO:

24 OMIT 24

1/26/06 TAN REV. 16.

SEVEN SEMI-AUTOMATIC PISTOL PIECES TUMBLE into frame -- Ethan has just poured them here. Lindsey stands before him.

Ethan’s got a stop watch -- he CLICKS it -- and she hurriedly begins-- but Ethan CLICKS the watch almost immediately:

He pulls out a BLINDFOLD. A smile between them as he puts it on her. Then he pours A DOZEN OTHER GUN PIECES onto the table. She sighs: oh shit.

CLICK -- and even BLINDFOLDED, she works it -- and it’s remarkable, watching her precision work: finding the pieces she needs, rejecting the others -- metal piece SLAMMING into metal piece -- and Ethan studies her. Caring, impressed. Suddenly the gun’s assembled, stock SLAMMED on the table:

26 OMIT 26

Ethan looks up from his desk: it’s Lindsey, arriving at his office door. Looking gorgeous in a party dress, putting on earrings. Ethan’s taken aback. She’s charming, awkward:

1/26/06 TAN REV. 17.

She looks at him, emotional, caught wildly off-guard:

He tosses her an ID BADGE. Looking at it, she opens her mouth to say something. No words. Her eyes well...

Ethan stares at her. Finally:

And she smiles, just taken aback. And then, suddenly, horrifyingly, SPEED RAMPS as Lindsey is GRABBED BY A DARK FIGURE, HER HEAD SNAPPED BACK -- A SHARP KNIFE YANKED ACROSS HER NECK -- BLOOD SPLATTERS AS --

28-32 OMIT 28-32

Ethan looks off -- we think for a moment that he’s staring at Lindsey, until we realize that we’re in his and Julia’s bedroom. He glances over -- sees, in their candlelit bathroom. Julia at the sink, washing her face. Ethan moves to her. Stands behind her. As she pats her face dry with a towel, she looks into the mirror, seeing him standing there.

She gazes at his reflection. He puts his arms around her, on her body. Her eyes close, leaning back against him.

Then she turns to him. They’re close as she says:

And she kisses him -- and we PUSH IN ON THEM as they kiss -- closer and closer -- until we CUT TO:

1/26/06 TAN REV. 17A.

A34 INT. ETHAN AND JULIA’S BEDROOM - NIGHT A34

-- ETHAN IS STARTLED AWAKE, out of his nightmare. Breathes heavily. Julia, lying asleep beside him, outside the sheets. He’s even woken her up, but just barely:

And we’re TIGHT ON JULIA as her eyes open, suddenly awake. She stares off in the silent moment.

1/26/06 TAN REV. 18.

A34 CONTINUED: A34

She snuggles beside him, her bare leg wraps around his, over the sheets. But she remains staring off... unnerved. And Ethan’s eyes are on the ceiling, the SOUND OF A ROAR gets LOUDER and LOUDER, until we CUT TO:

Ethan SPEEDING on his motorcycle -- dust kicked up like flame behind him. And he enters a GUARD-protected AIRFIELD, where he approaches a parked G4. A black VAN arrives at the same time. And Ethan gets off his bike as THREE IMF MEMBERS step out of the van. One of them we know: LUTHER. And he’s got a brilliant smile. We’ll get to know the other two soon, but suffice to say, their names are ZHEN and DECLAN.

And Luther bear-hugs him. Clearly, long time no see. Then, with an intimate smile:

ON ETHAN, buoyed by his optimism, he actually SMILES. And then we HEAR, finally THE MISSION:IMPOSSIBLE THEME. That FLUTE TRILL getting our mojo working -- and as the MUSIC CRESCENDOS, we CUT TO:

34A A TITLE SEQUENCE -- A FLAME AND A FUSE -- IMAGES from the34A story you’re about to see -- and a POUNDING RENDITION of the THEME, and it BUILDS and BUILDS until we CUT TO:

THROBBING, suspenseful MUSIC over a SHOT of SMOKESTACKS -- but UPSIDE DOWN: it’s a reflective RAIN PUDDLE. Suddenly BOOTS RUN THROUGH IT, and we’re MOVING with the runner, FAST, LOW TO THE GROUND -- tracking TIGHT on black-panted LEGS. It’s Ethan, and we have QUICK TIGHT SHOTS as he swiftly assembles a large REMOTE GUN -- and in the cuts, we got to LUTHER, who’s arriving at another location, doing the same. Checking the rounds, the remote transmitters, and we don’t know where we are yet...

1/26/06 TAN REV. 19.

Ethan then runs along an old train, crossing it, and taking cover behind a rusted, abandoned automobile. He looks across a metal junkyard as Luther arrives, some twenty yards away. They give each other a nod, and Ethan runs off in one direction, Luther in the other. And we CRANE UP NOW, following Ethan as he races toward a giant, derelict FACTORY. SUPER: “CITY OF KRIEGSBURG, GERMANY”.

A36 EXT. VAN AREA - NIGHT A36

TRACK WITH LUTHER as he runs past a series of derelict cars, toward a rusted junker of a TRUCK. Luther enters the truck --

B36 INT. RUSTED TRUCK - NIGHT B36

Inside, it’s tricked out: multiple monitors receive satellite and data feeds. Four TURRET CONTROL UNITS face Luther, who, catching his breath, wears a headset:

C36 EXT. FACTORY ACCESS AREA - NIGHT C36

We’re RACING past old trains and rusted structures with Ethan, as he takes cover behind a stack of steel slabs.

D36 INT. RUSTED TRUCK - NIGHT D36

Luther uses TRACKBALLS to control the monitor cameras --

E36 EXT. FACTORY - GUN ANGLES - NIGHT E36

QUICK SHOTS of the REMOTE TURRETS ADJUSTING THEIR ANGLE AND PAN -- various OPTICAL TECH attached to the pivot head --

F36 INT. RUSTED TRUCK - NIGHT (*USED TO BE SC. 39*) F36

Luther uses DUAL TRACKBALLS, one for each hand, to rapidly target the rifles and optics -- it’s a REAL-LIFE-DUAL GAME OF MISSILE COMMAND.

1/26/06 TAN REV. 20.

F36 CONTINUED: F36

Luther toggles between THERMAL, VASCULAR, RADAR, X-RAY and SONAR, revealing various images of the PEOPLE in the factory, including an IMAGE IN THERMAL: a BODY, a WOMAN in a chair. Luther performs a VASCULAR MATCH -- on a monitor we see the POSITIVE ID with LINDSEY Farris:

36 OMIT 36

-- BELOW CRACKED STREET LEVEL TO REVEAL ZHEN TZE (20’s, her street-primer was the Chinese Triads) working fast on JUNCTION BOXES with a TORCH:

A39 INT. RUSTED TRUCK - NIGHT A39

Luther, amused, as he sets up:

B39 EXT. FACTORY ACCESS AREA - NIGHT B39

Ethan runs in, passing a wall, revealing the MASSIVE SPACE --

39 OMIT 39

Ethan stealthily moves up a stairwell -- checks the view, then proceeds, moving fast against the wall, stopping silently, the massive steel yard visible behind him.

1/26/06 TAN REV. 21.

With one hand, Ethan pulls out a MAGNETIC CYLINDER CHARGE -- he holds it to a rusted PIPE, activates it, it MAGNETICALLY ATTACHES. Then Ethan MOVES SILENTLY -- and we INTERCUT as the two do their thing:

41-44 OMIT 41-44

Amused as he adjusts the controls, Luther spots a FIGURE MOVING UP A STAIRWELL NEAR ETHAN on vascular imagery:

Ethan sprints toward the stairs just as one of Davian’s MEN arrives at the top -- Ethan SLAMS his windpipe, fights brutally -- Luther watching the two VASCULAR IMAGES IN COMBAT -- within seconds, the guy’s neck is snapped. Ethan drags him off, he spots two small temp SATELLITE DISHES, attached near a distant window.

Ethan moves down the corridor, toward them -- their cables snaking across the floor, disappearing from view. Curious, Ethan follows them -- glances around a corner -- the cables run through a half-dozen door-less doorways -- inside a GLASSED CONTROL ROOM, two MEN sit at two RUGGEDIZED LAPTOP COMPUTERS. In the shadows, sotto:

A46 INT. UNDER THE STREET - NIGHT (*USED TO BE SC. 52*) A46

Zhen readies two SWITCH BOXES --

46 OMIT 46

1/26/06 TAN REV. 22.

As Ethan speeds up the stairs, snaking through the factory:

Zhen moves down the tunnel, holding two DETONATORS:

49-52 OMIT 49-52

Ethan moves past a twisted metal slide. He takes cover -- peers through the former factory floor: obscured by rusted machinery, hanging chains and shadow, LINDSEY FARRIS is slumped in the wheelchair, her back to us. A MAN, obscured, sits across from her. Talking casually. He leans forward and Ethan sees his face for the first time -- BUT ONLY WE RECOGNIZE HIM: IT’S OWEN DAVIAN -- THE MAN WE LEFT AT THE * OPENING, ABOUT TO KILL JULIA.

As Davian talks, he lights a BUTANE TORCH. *

A54 EXT./INT. HELICOPTER - NIGHT A54

LOW TO THE GROUND, PUSHING IN through the tall grass TO REVEAL a MILITARY CHOPPER parked motionless amid the German countryside. A stunning modern WIND TURBINE FARM dotting the distant hills, GIANT WHITE BLADES spinning in the moonlight --

1/26/06 TAN REV. 23.

A54 CONTINUED: A54

B54 INT. FACTORY TORTURE ROOM - NIGHT B54

Ethan pulls down compact NIGHT VISION GOGGLES -- pulls out a metallic DETONATOR, extends the antenna, thumb on button:

Luther at the monitors, both palms ROLLING THE TRACKBALLS, impressive, ambidextrous targeting, ready to rock --

PUSH IN on Zhen holding her DETONATORS, ready to go --

Davian GRABS Lindsey’s hair, yanks her head back with one * hand, butane torch in the other --

57 EXTREME CLOSEUP ON ETHAN, who HITS THE TRIGGER, saying: 57

1/26/06 TAN REV. 24.

With one of Ethan’s charges in the foreground, one of Davian’s MEN walks past -- THE CHARGE BEEPS -- the guy turns as the CHARGE BLOWS! THE BLAST PROPELS THE MAN BACK--

-- Luther FIRES the TRACKBALL TRIGGER BUTTONS --

THE SNIPER RIFLES BLAZE -- twin muzzles PIVOT, BLASTS ERUPTING and --

A60 INT. FACTORY BREAK ROOM - NIGHT A60

-- the room EXPLODES IN BRICK, MORTAR and GLASS. Davian's men DIVE for cover, race out as the world collapses around them --

-- and Zhen TRIGGERS HER DETONATORS -- the prepped junction boxes BLOW and --

THE LIGHTS IN THE FACTORY EXPLODE -- BULBS BURST, SPARKS EVERYWHERE -- WHIP PAN TO Brownway, who runs off, distressed - - Lindsey too out of it to notice -- then WHIP PAN TO ETHAN, WHO STARTS TO RUN --

Luther, SLAMMING the trackballs, taking out enemies like a mad-ass lethal pinball wizard --

Ethan sprints through a FIREWORKS OF SPARKS --

1/26/06 TAN REV. 25.

TRACK FAST AND HARD with Zhen, who sprints to join the fray --

TRACERS from Luther’s GUNS SCREAM across the courtyard, HIT the factory --

WHIP PAN to Brownway, who enters the space, YELLING over the DIN in German to another MAN who enters from across the space -- he yells back -- OVERLAPPING CONFUSION as one of Luther’s ROUNDS STREAKS INTO THE ROOM BETWEEN THE MEN AND EXPLODES!

Pure MAYHEM: HANDHELD CAMERA catches MEN racing in the sparking corridors, wall plaster being BLOWN TO POWDER by Luther’s weapons --

A69 INT. FACTORY TALL STAIRWELL - NIGHT A69

Zhen runs in, takes cover, then RUNS UP a tall stairwell --

69 OMIT 69

Brownway, his face now BLEEDING (ergo the bandage later), rises from the rubble -- hurries off as:

CRASH!!! -- Ethan KICKS IN A DOOR to the area where Lindsey sits, bound to the wheelchair, barely breathing. GUNFIRE and SCREAMS in the distance, the place SHAKING from impact as Ethan rips off his night vision, SLASHES her bonds, frees her arms and legs -- brushes the hair back from her bruised face. Quick damage check: needle punctures, burn marks -- she’s groggy, incredulous:

1/26/06 TAN REV. 26.

72-73 OMIT 72-73

74 Ethan preps a HYPODERMIC NEEDLE, Lindsey semi-conscious: 74

-- she’s just understanding what’s about to happen when Ethan INJECTS her fast -- ON HER FACE as her EYES GO SUDDENLY WIDE - - she INHALES SHARP AND FAST --

One of DAVIAN’S MEN frantically packs up gear as suddenly Zhen enters -- he turns -- she shoots -- she moves for the computers -- but another MAN is there -- he attacks her, they fight -- but she’s fucking good, and suddenly he’s down and out. She moves for the computers, but then she hears “SHING!” and looks -- the man she shot IS HOLDING A GRENADE IN ONE HAND -- ITS PIN IN THE OTHER! She turns and is thrown THROUGH THE GLASS as THE ROOM EXPLODES!

A76 INT. FACTORY TORTURE ROOM - NIGHT A76

Ethan helps Lindsey to her feet, ushering her out --

B76 INT. RUSTED TRUCK - NIGHT B76

Luther abandons his guns, moves for the front seat, GUNNING the engine --

1/26/06 TAN REV. 27.

C76 INT. CHOPPER - NIGHT C76

-- Declan scrambles into action, the ROTORS WHINING TO LIFE --

Ethan ushers Lindsey through the light-sparking factory as fast as possible --

LINDSEY ETHAN

-- I have to tell you something -- -- later --

As they move, Ethan’s confused eyes lock on hers -- she says, intense:

But suddenly: GUN FIRE from up ahead -- Ethan AIMS AND FIRES, shooting as they run at the firing enemy -- but then Lindsey sees a MAN coming from behind them -- she grabs Ethan’s holstered weapon and fires BEHIND THEM -- and it’s madness as they run, firing in opposite directions -- and as they run, they SWITCH PLACES, and for a while Lindsey leads --

A77 INT. FACTORY DESCENT AREA - NIGHT A77

Ethan and Lindsey race through an industrial doorway -- another MAN there, shooting at them -- but both Ethan and Lindsey open fire on the guy and he is BLASTED BACK, out the window --

B77 EXT. FACTORY - NIGHT B77

The man CRASHES through the window and drops six stories, landing with a horrible THUD on the wet asphalt -- RACK FOCUS TO the IMF VAN SCREECHING MADLY ON THE BLACK, SLICK PAVEMENT, Luther at the wheel --

1/26/06 TAN REV. 28.

77 OMIT 77

Zhen, shaken, moves through the debris, into the destroyed control room -- she grabs the burnt laptops, throws them into her gear bag as --

Ethan BREAKS away the remaining panes of window with a metal pipe, then attaches his descent rig, pulls out a magnetic charge and ACTIVATES IT just before he THROWS IT across the room -- the thing ARCS across the space, SLAMMING INTO an antique water tank with a tremendous GONG!

-- they climb out the window --

80-89 OMIT 80-89

Luther pulls the truck to a 90 degree stop, then BACKS UP FAST, slamming the truck into a loading dock -- WHIP PAN UP as Ethan and Lindsey begin a breakneck descent -- just DROPPING toward the truck -- but just a few feet before they hit, they come to a stop -- Ethan CUTS THE WIRE and they drop onto the roof of the truck --

A91 INT. FACTORY DESCENT AREA - NIGHT A91

Three of Davian’s MEN enter the area Ethan and Lindsey just left -- as BEEP!!! -- Ethan’s charge announces itself -- AD LIB FRANTIC REACTIONS AND SCREAMS AS THE ROOM EXPLODES!

B91 EXT. FACTORY - NIGHT B91

The truck races away from the building as the WINDOWS EXPLODE SIX STORIES ABOVE THEM!

91 OMIT 91

1/26/06 TAN REV. 29.

A92 EXT. FACTORY - NIGHT A92

Zhen jumps from a second-story window, onto a loading dock and then the asphalt as Luther drives toward her -- she jumps into the truck, which screams away --

On top of the truck, holding tight as Luther drives fast, Lindsey looks at Ethan in disbelief.

Lindsey would laugh if it weren’t all so scary... but then, suddenly, she WINCES PAINFULLY -- Ethan concerned --

LINDSEY ETHAN

OW-- ETHAN, GOD, WHAT IS THAT- -- what? -?! OH GOD, ETHAN, THAT SOUND, WHAT IS IT?!

Ethan looks, terrified for her -- as the SOUND OF A HELICOPTER GROWS --

Declan brings the chopper down as Luther speeds the truck, coming to a stop just twenty feet away from the bird. Luther and Zhen jump out, helping Ethan and Lindsey off the roof -- Lindsey’s still in agony -- Luther and Zhen concerned as they help get Lindsey into the chopper:

Ethan is strapping her in:

Zhen plants a charge on the TRUCK as suddenly BULLET HITS POCK-MARK the truck -- then BULLET HOLES APPEAR IN THE CHOPPER WINDOW:

1/26/06 TAN REV. 30.

A speeding MOTORCYCLE appears, with a baddie FIRING at them -- but Zhen fires at him, taking him out -- the bike SPILLS as Luther grabs Zhen, pulling her back into the chopper:

But Declan sees something past Ethan -- Ethan turns to look -- AN ENEMY CHOPPER BANKS AROUND THE FACTORY BUILDING, COMING FOR THEM, FLYING UNDER FACTORY BRIDGES. Declan quickly works the controls and they LIFT OFF -- PUSH IN as the TRUCK CHARGE BEEPS, then EXPLODES -- and the enemy chopper FLIES THROUGH THE FIREBALL after Ethan and the team --

The IMF TEAM straps themselves in as Ethan checks Lindsey, who still has the horrible migraine --

Ethan goes to a GEAR BAG -- pulls out a small SWEEPING DEVICE -- runs it alongside Lindsey’s HEAD -- Lindsey in brutal pain, crying --

Ethan sweeps her head: the device IDENTIFIES SOMETHING IN HER HEAD --

And Ethan turns to look out -- Luther too -- the enemy chopper has fucking AIR-TO-AIR MISSILES -- ONE OF WHICH LAUNCHES RIGHT NOW! Declan wild on the controls:

Ethan covers Lindsey:

Declan banks the chopper and --

1/26/06 TAN REV. 31.

The chopper BANKS WILDLY --

EVERYTHING SIDEWAYS: Ethan hugs the floor over Lindsey, as if trying to protect her -- the missile comes right for them -- the chopper almost at 90 degrees and the thing JUST PASSES over the rotors, lighting up Ethan’s face! Declan YANKS the controls:

The missile SLAMS into the ground near a windmill, EXPLODING!

As Ethan grabs a FLARE GUN.

ETHAN ZHEN

-- do we have a -- why? defibrillator? -- DO WE HAVE ONE?!

Zhen UNCLIPS HER BELT -- moves to a MEDICAL BAG as Ethan hands the FLARE GUN to Luther, who leans out the open door:

And our chopper DIVES into the GIANT WINDMILL FARM -- the enemy chopper in pursuit... as one of the WINDMILLS COMES CRASHING DOWN, FLATTENING A WORKHOUSE, revealing the mega- scale of these things --

A99 INT. CHOPPER - NIGHT A99

As Zen gets the defibrillator:

1/26/06 TAN REV. 31A.

A99 CONTINUED: A99

Zhen pulls out the defibrillator -- Ethan takes it, turns it on --

Ethan looks to Lindsey, who remains strong through her fear:

Ethan looks at the defibrillator COUNTDOWN SCREEN: it needs TWENTY SECONDS to charge --

But there’s more trouble: threatening BEEPS from the cockpit.

1/26/06 TAN REV. 32.

The enemy chopper FIRES ANOTHER MISSILE -- Luther shoots a FLARE -- the flare shoots off as the missile follows and Declan YANKS the controls -- the chopper BANKS and Zhen, HOLDING THE DEFIBRILLATOR, goes falling -- grabbing onto a strap, HANGING OUT THE SIDEWAYS CHOPPER as the missile ZOOMS - - STRIKING A WINDMILL, EXPLODING -- SHATTERING THE BLADES -- a towering 15-by-40 foot section STABS IN THE MIDDLE OF A GROUP OF SHEEP -- THEY SCATTER as the choppers ROAR overhead.

Declan rights the bird -- Ethan pulls Zhen back in -- a quick HOLY SHIT look between them as Ethan prepares to ZAP Lindsey - - TEN SECONDS LEFT:

102-103 OMIT 102-103

1/26/06 TAN REV. 33.

The IMF CHOPPER flies through the gigantic TURNING BLADES -- the ENEMY CHOPPER pursues -- both helicopters BOB AND WEAVE -- and all the while, the defibrillator’s charging -- but just a few seconds before it’s ready to use, Declan proves he’s just a better pilot: the IMF chopper makes a move they can’t and the ENEMY CHOPPER GETS SLAMMED BY A GIANT BLADE and CRASHES TO THE GROUND, a giant crushed can -- as the IMF CHOPPER RISES, safe --

Declan in personal victory:

-- but Ethan’s eyes are on the defib: SEVEN SECONDS LEFT -- Lindsey looks to Ethan sweetly:

BUT LINDSEY’S BODY SUDDENLY ARCHES IN SPASM AS THE WHITE OF HER LEFT EYE BLASTS HEMORRHAGE RED -- SPECKS OF BLOOD SPRAY ON ETHAN’S FACE AND SUDDENLY LINDSEY IS ABSOLUTELY STILL.

Dead. LINDSEY’S DEAD.

Too late, the defibrillator BEEPS -- ready now -- but Ethan is frozen in time -- in shock -- all the team members stunned -- all of them except Declan, unable to get a bead on what’s happened behind him --

But they’re all just incredulous -- and Ethan pulls Lindsey’s body into his arms, holding her, holding her close as ALL SOUND IN THE CHOPPER BEGINS TO FADE OUT... a surreal moment.

106 OMIT 106

1/26/06 TAN REV. 34.

Julia enters the hallway from one end, Ethan from the other, some twenty feet away. At first, Julia is bright:

And while he’s doing everything to sell that it’s all fine, she can see the trauma in his eyes.

She stands there, staring at him. Waiting for more. For the truth. But it doesn’t come.

She moves to Ethan... and embraces him. TIGHT ON JULIA as she holds her fiancé, deeply disturbed...

TIGHT ON ETHAN as he fights everything to just keep it together. To not break down. And on this, we HEAR an odd BUZZING SOUND. It’s a ZIPPER. CUT TO:

TRACKING EXTREMELY CLOSE ON A BODY BAG ZIPPER. Bag pulled back. And there’s LINDSEY’S FACE, under harsh fluorescent. Mouth open, one eye blasted. No dignity in death.

VOICE (V.O.) I’ve read your training brief on Ms. Farris. The words you used were, “beyond capable.”

THE IMF COUNCIL: closed-door session, six MEN, two WOMEN. Ethan and Musgrave among them. All suits and grim faces. Speaking is THEODORE BRASSEL. Somewhere between Joe McCarthy and Wyatt Earp. Not in a good mood.

1/26/06 TAN REV. 34A.

1/26/06 TAN REV. 35.

A110 INT. AUTOPSY LAB - DAY A110

Angle on Lindsey... as a CORONER’S HANDS remove the remains of the SMALL PEA-SIZED CHARGE that blew inside her brain. The hands drop the charge into a small METAL TRAY, where it lands with a PLINK --

B110 INT. IMF CONFERENCE ROOM - DAY B110

They continue:

1/26/06 TAN REV. 36.

B110 CONTINUED: B110

QUICK, EXTREMELY TIGHT SHOTS: sterile environment. TECHNICIANS opening the battered and burned LAPTOPS. Dissembling them. Removing the fried HARD DRIVE PLATTERS. Dunking them in various solutions --

As Brassel continues, to Musgrave:

1/26/06 TAN REV. 37.

Ethan stares. Caught and not liking it.

1/26/06 TAN REV. 38.

Brassel walks off. Off Ethan and Musgrave...

A112 EXT. CEMETERY - DAY A112

Lindsey’s funeral service underway. A MINISTER intones, a Lutheran cross above a wreath of flowers. At the back of the crowd, ETHAN watches the casket. Heartbroken. His eyes track over to an older couple sitting in the front row. LINDSEY’S devastated PARENTS. Musgrave, wearing dark glasses.

Moments later. The crowd disperses. Ethan watching Lindsey’s family and friends, hugging each other, comforting each other. Then a faint BUZZ: his CELL PHONE. He glances at his phone -- doesn’t recognize the caller. He answers quietly:

VOICE Is this Mr. Kelvin?

An odd beat. Then surprisingly:

VOICE I’m calling from Arlington Shipping Service: Lindsey Farris rents a post office box here. She sent you a piece of mail, asked us to call you when it arrived. It came this morning.

Ethan’s mind tumbles, his eyes falling upon the men dropping dirt into the open grave.

1/26/06 TAN REV. 39.

Near a leaf-fallen tree, Ethan and Musgrave speak urgently, quietly:

MUSGRAVE ETHAN

-- Ethan-- -- she sent me something.

Lindsey -- she sent me a

-- what? What is it? message--

-- I don’t know yet, I just got the call-- she used

-- why would sh-- why Kelvin -- that’s an abort wouldn’t she make contact code name. through channels?

-- there’s something I didn’t tell you-- something I didn’t tell the council. When I got to Lindsey, she asked me to turn off my transmitter. In case I was broadcasting. She

(pale, mind races) had something she didn’t want ... she sent it to you? IMF to hear.

Musgrave looks off, concerned, confused -- finally:

But Musgrave is overcome by emotion and Ethan just watches him... what the hell’s wrong with Musgrave?

Their eyes meet for a beat. Then, quiet, vulnerable:

1/26/06 TAN REV. 40.

And Ethan stares at him... as it lands that Musgrave and Lindsey had been involved. Surprised, uncomfortable:

Musgrave nods, getting it together. Finally:

Musgrave nods. Thanks.

114 OMIT 114

1/26/06 TAN REV. 41.

CLOSE ON A POSTCARD. Totally blank except for a picture of Berlin. We pull back to reveal Ethan, in a postal service store. A WORKER at the counter.

Moving away from other customers, Ethan turns from the counter and moves to the window as he studies the postcard -- runs his fingers along the surface, not sure what he’s looking for -- odd. Eyes shift to the corner now -- the POSTAGE STAMP...

-- He carefully peels it back to REVEAL A SMALL DOT...

116 OMIT 116

1/26/06 TAN REV. 42.

117 OMIT 117

1/26/06 TAN REV. 43.

Ethan with Luther -- a conspiratorial moment. Luther at a microscope:

LUTHER ETHAN

-- I’m telling you, man, there’s no image. Then you’re not looking in

the right place--

-- where the hell am I supposed to look? There’s not much square footage to -- why would she send me a this thing-- blank microdot?

-- why would she leave you anything, man? You were her instructor, not her handler. -- I don’t know. I don’t

know...

Troubled, Ethan looks out at the IMF offices, lost in thought. Luther watches him. Suspicious for the first time. Finally:

Ethan turns to Luther, almost insulted.

Luther accepts this. Ethan stares out again. A beat. Then:

1/26/06 TAN REV. 44.

Luther’s already dialing as Ethan’s phone BUZZES -- Ethan grabs it:

-- and Luther follows as we CUT TO:

A119 INT. IMF - DAY A119

Ethan and Luther head through the office -- we get a sense of the whole place --

Luther tries. Really tries.

1/26/06 TAN REV. 44A.

A119 CONTINUED: A119

Then Ethan stops, turns to him:

1/26/06 TAN REV. 45.

A119 CONTINUED: A119

But Ethan just turns and walks off -- Luther follows him through a CLEAN ROOM --

BENJI, our IMF tech, talks to Ethan and Luther. Benji reviews PHOTOS of the destroyed drives:

1/26/06 TAN REV. 46.

1/26/06 TAN REV. 46A.

Ethan gives him a knowing look as he heads off. Luther, burdened, watches him go, calling out:

1/26/06 TAN REV. 47.

Julia gets an ear-full from a doctor. He heads off. She looks up. Sees Ethan at the other end. She beams for a moment, then tempers it. He gestures to her: can you talk? She nods...

Ethan and Julia on the roof. He’s selling something he knows she won’t buy.

She’s looking at him. Nodding. Scared.

Beat... finally, quietly:

On his face, the pain of note being able to tell her. Anything. And seeing this kills her. Tears come to her eyes.

And he looks down, struggling, dying to tell her, in pain at not being able to. And she’s feeling this, just watching him. Finally:

1/26/06 TAN REV. 47A.

But he looks up at her, the agony in his eyes breaks her heart.

And she just looks at him... so lost, but so deeply in love... and it’s killing him, too, and she sees it...

And finally she says,

And he accepts this, grateful, but more furious than anything that he has put her in this position.

And he’s just heartsick that she’d ask that --

And he holds her -- saying:

1/26/06 TAN REV. 48-49.

PAGES 48 - 49 DELETED

1/26/06 TAN REV. 50.

Ethan and Julia stand before the somewhat paltry, older HOSPITAL PRIEST, who performs the wedding ceremony in what is essentially a crappy, small, pea green, office with framed religious posters. Not an ideal wedding site. Sally from the nurses’ station is their only witness, and she quietly, sweetly cries. Ethan and Julia, meanwhile, smile. Borderline fight laughter.

Ethan opens a GIFT BAG from the hospital sundries store -- pulls out a PANDA BEAR RING and a plastic YELLOW FLOWER one. Ethan laughs first, then Julia.

And Julia laughs -- Ethan follows --

BAM: Ethan and Julia, rings on their fingers, fall into frame against the wall, kissing passionately -- laughing -- as the SONG ENDS, they’re just blissful -- and we CUT TO:

124 OMIT 124

1/26/06 TAN REV. 50A.

STEADICAM around Ethan and the team, a file photo of DAVIAN on twin plasma monitors --

1/26/06 TAN REV. 51.

He taps a remote -- VATICAN IMAGES appear on the plasmas.

Declan and Zhen are skeptical, and Luther, still annoyed by this plan, addresses them:

The GRILL OF A DHL VAN SCREECHES into lens, stops a perfect diagonal stop in the middle of the street, blocking traffic behind it --

1/26/06 TAN REV. 52.

PULL BACK and widen to reveal our Italian street and THE VATICAN WALL, ancient and towering --

Ethan, in a stone-colored jumpsuit, emerges from the Driver’s side of the van; Declan from the passenger’s -- they start “fighting” -- SUBTITLED ITALIAN:

ETHAN DECLAN

-- Damnit, I told you to -- it’s a brand new van -- check the carburetor -- -- that’s exactly why you -- I gave it a work up last check it -- week -- -- you did a great job -- -- screw you!

Off some angry HONKS and YELLS from cars behind them, they both yell:

ETHAN DECLAN

Hey, a little patience!! We got it, we got it! We’re Gimme a break!! We know, the in your way! It’s a hassle truck’s broken! for us too!

-- as they pop the hood, only WE see Ethan activate a small STEAM GENERATOR as a line of THIRTY CARS builds behind them --

As the Italian drivers keep YELLING at them, Declan yells back and ETHAN MOVES OFF, like he’s going to get help, around the corner and out of sight.

He draws a C02 GUN, aims at the top of the wall and FIRES -- a small MAGNETIC DISK is shot, attaching to the camera’s metal housing. Ethan hits a button on his watch -- a small LIGHT on the disc BLINKS TO LIFE --

SECURITY MONITORS, dozens of PERSONNEL in a large subterranean chamber -- one of the many WALL MONITORS goes SCRAMBLED. A SECURITY TECH notices the screen and grabs a walkie, makes a call as --

1/26/06 TAN REV. 53.

Ethan removes a plug from the end of the gun and inserts a next-gen silenced GRAPPLING hook into the gun and FIRES -- the thing shoots an EXPANDING BOLT AND LINE INTO TOP OF THE WALL -- ETHAN CLICKS OFF THE REEL AND ATTACHES IT TO A WAIST- HIGH LOOP ON HIS JUMPSUIT. HE THEN ACTIVATES THE IN-TAKE REEL AS HE SPRINTS ACROSS THE STREET, LEAPING ONTO THE WALL AND RUNNING STRAIGHT UP THE NEARLY VERTICAL INCLINE, NOW PARALLEL TO THE GROUND!

As he reaches the top, we see THE VATICAN on the other side. Ethan turns off the in-take reel, lies flat on his back atop the thick wall, slightly out of breath.

Declan quickly turns off the steam and closes his hood, getting into his truck, smiling back and waving at all the Italian drivers -- telling them in PERFECT ITALIAN that everything’s okay now. Suddenly content, they all wave back and call out, smiling.

Back to Ethan: QUICK SHOTS as he pulls out a MINIATURE CAMERA, TAKES A PICTURE from the angle of the security camera, then, as he inserts it into a small PRINTER which spits out a PHOTOGRAPH that Ethan inserts it into a FRAME, attaching it to the security camera. Essentially hanging a photo in front it. He hits the button on his watch, deactivating the scrambler and --

The jammed monitor blinks back to life, FOCUSING on what we know to be the photograph. The Vatican Guard gets on his radio again, calling off the problem.

Ethan uses the butt of his gun to hammer in a PITON, clamping in his cable as he says:

1/26/06 TAN REV. 54.

A view from across the Tiber, taking in the majesty of the Vatican, but the CAMERA IS DROPPING during the shot --

-- and we SUDDENLY DROP BELOW THE WATERLINE INTO:

-- SINKING FAST into the MURKY WATER, find Luther in a dry- suit moving swiftly, carrying a few BUNDLES, clenching a TECHNA PROPULSION DEVICE --

133-136 OMIT 133-136

Ethan clips his rig to a HARNESS LOOP on his back, playful:

And Ethan ROLLS OFF THE WALL, drops like a dead weight, the decelerator quietly SCREAMS -- a free-fall to death -- but just BEFORE IMPACT the AIR BRAKE ENGAGES and Ethan comes to a SUDDEN-BUT-SAFE stop. He SWINGS to his feet, taking cover behind a TOPIARY -- grabs his garb and TEARS IT OFF, wearing something BLACK beneath --so fast we don’t see it --

QUICK SHOT CLOSEUP as Ethan hits a HANDHELD REMOTE TRIGGER: the DECELERATOR atop the wall REELS IN --

Back IN FRONT OF THE SHRUBBERY as a small bundle of clothes gets YANKED SPEEDILY to the top of the wall as a calm and cool PRIEST (ETHAN) casually walks into view, carrying a Bible and wearing a wooden cross. Passes another PRIEST:

The Priest turns back to give Ethan a second look as we PULL BACK, Ethan approaching a massive Vatican building...

1/26/06 TAN REV. 55.

A138 EXT. TIBER RIVER - DAY A138

Luther finishes TORCHING ancient metal grating. Opens up enough of a hole for him to enter --

Luther now moves swiftly through the seemingly endless pipe, pulled by his propulsion unit --

A139 INT. VATICAN ROTUNDA - DAY A139

We find Ethan walking across the marble space, cautious as he moves, quickly, toward two enormous wooden doors --

And just as Ethan opens the doors, CUT TO:

B139 EXT. ST. PETER’S CATHEDRAL - DAY (*USED TO BE SC. 136*)B139

The DHL VAN doors open. Declan jumps out, dressed in TOURIST WEAR, complete with SLR camera. Heads for the Vatican.

C139 INT. VATICAN STAIRWELL - DAY (*USED TO BE SC. 142*) C139

Ethan descends the spiral stairs fast --

WHIP PAN to a massive WIDE SHOT of St. Peter’s -- we SNAP ZOOM in to where TOURISTS ENTER -- now we’re TIGHTER as a Vatican Guard rummages through a TOURIST’S CAMERA BAG, then looks up and says in heavily-accented English:

1/26/06 TAN REV. 56.

It’s Declan, who replies in smiling, STILTED ITALIAN:

And Declan enters the Vatican’s public entrance, his false smile revealing how annoyed he is at playing dumb American.

140-143 OMIT 140-143

Luther decelerates his techna as his watch’s GPS arrives at ZERO POINT. He begins unpacking his bundles, assembling COMPOSITE PIECES -- BLOCKING OFF THE PIPE --

Move with Ethan down stairs to ancient TUNNELS. He passes by the SECURITY ROOM we’ve already seen -- glances in -- TIGHT ON HIS FACE as he scopes it out, never breaking stride as he continues past, leaving frame.

Ethan then moves quickly to a DOORWAY -- he quickly pulls out a LOCK PICK from his collar, works it fast -- opens the door and enters --

A mind-bending array of CIRCUIT BREAKERS, UTILITY and JUNCTION BOXES. Ethan opens his Bible -- WHICH HAS BEEN CUT OUT TO CONTAIN A PALMTOP COMPUTER AND VARIOUS TOOLS. Ethan fires up the palmtop and BUSTS open a junction box --

A remarkable CEILING PAINTING. Declan enters frame. He walks through the impressive gilded space, among other TOURISTS. He moves to an OPEN WINDOW and looks down -- ON THE COURTYARD AND PRIVATE PARTY UNDERWAY. He preps his camera, which we see is actually a PROJECTILE LAUNCHER. He looks through the lens -- ZOOMS IN to a MANHOLE COVER below --

He hits a button: from the camera, a PROJECTILE FIRES HUNDREDS OF YARDS AND --

1/26/06 TAN REV. 57.

-- THE PROJECTILE CLAMPS ONTO THE MANHOLE COVER, UNSEEN by GUARDS AND ARRIVING GUESTS -- among them a NAVIGATOR. From the front passenger door steps out SOROUSHI: female 34 year- old head of security, she scans the area as she opens a rear door -- two BODYGUARDS alight, followed by great-looking, tux- wearing, self-satisfied OWEN DAVIAN, then another BODYGUARD. Soroushi clears the way for the group --

-- as they head into the FANCY GATHERING, which we now ESTABLISH for the first time...

With the computer attached to junction box wires, Ethan toggles through dozens of VATICAN SECURITY FEEDS. He goes back one -- sees Declan, among other tourists.

Ethan then runs a SUB-PROGRAM that LOOPS THE CAMERA FEEDS.

Declan sufficiently behind the group of tourists, quickly vanishes through a corridor, hopping a VELVET ROPE --

TRACK FAST with Declan as he hauls ass down the hall toward the NO ACCESS door --

With a Security Tech who watches the video image of the hall, no Declan in sight.

1/26/06 TAN REV. 58.

A153 INT. VATICAN CONDUIT ROOM - DAY A153

Ethan types codes REMOTE-UNLOCKING THE HALL DOOR just as:

153-156 OMIT 153-156

-- Declan hits the door, which OPENS -- he enters --

158 OMIT 158

A159 INT. CRAWL SPACE - DAY A159

A four-foot CRAWL SPACE between ancient STONE WALLS -- an large old PIPE is TORCHED FROM THE INSIDE -- a HOLE REMOVED. Luther climbs out of the pipe, carrying his gear:

WHIP TO REVEAL ETHAN moving fast through the catacombs, peeling off his collar and jacket.

He turns a corner and --

LOW and ROTATING FAST 360’s around Declan, who quickly changes costume in this ancient, glorious chapel: FROM TOURIST TO VATICAN GUARD.

1/26/06 TAN REV. 59.

A161 EXT. ROME STREET - DAY (*USED TO BE SC.134*) A161

A classic, twisted Roman street -- an ORANGE LAMBORGHINI driving toward us -- BOOM DOWN as it stops -- Zhen, dressed to the nines in the driver’s seat:

And she drives off, ST. PETER’S visible in the distance --

Luther unpacks a handheld RECEIVER --

INTERCUT WITH:

Ethan quickly enters the crypt, removes his WOODEN CROSS, pulls off the top piece, revealing a METAL ANTENNA: it EMITS A FAINT BEEP, an LED PULSING, as he holds it up to the wall --

DIRECTIONAL INDICATORS on Luther’s receiver tell him where to move it -- a shot of LUTHER AND ETHAN, THE STONE WALL SPLITTING THEM DOWN THE MIDDLE. Luther’s receiver BEEPS:

-- they both mark the wall with a piece of CHALK. Then Ethan pulls off his jacket and starts to peel from its interior a THIN COMPOSITE ADHESIVE PATCH, four feet square, as Luther begins attaching an EXPLOSIVE PATCH to the stone wall.

The ORANGE LAMBORGHINI pulls up at the secure area. A GUARD moves to her (another Guard looks disapproving of her car). She holds up her Passport, says in PERFECT ITALIAN:

1/26/06 TAN REV. 60.

And the Guard checks his guest list. Reviewing it. She waits, impatient. Then, in SUBTITLED ITALIAN:

The Vatican Guard turns -- Declan arrives in Guard garb, holding a clipboard and SPEAKING FLAWLESS ITALIAN:

The Vatican Guard considers this... then concedes.

And Declan actually looks at her, sensing that she was somehow serious just now. Sorta throws him.

1/26/06 TAN REV. 61.

Zhen drives in -- Declan then makes a “whew!” face at the Guard as he heads off... still watching Zhen drive off...

164 OMIT 164

Luther finishes attaching the explosive -- he steps back:

INTERCUT WITH:

A166 INT. CATACOMB ROOM - DAY A166

Ethan moves to the side as the wall BUCKLES where the patch is -- a CONTROLLED BLAST -- and that section collapses onto the ground, mostly intact. Ethan helps Luther pile in the gear. Declan enters fast, whips off his Guard jacket:

And we PRE-LAP A LAMBORGHINI ENGINE and CUT TO:

The LAMBORGHINI makes a grand entrance -- Zhen steps out, looking devastating. She heads for the party, blending in... and we HEAR APPLAUSE, which takes us to:

Standing PARTY-GOERS applaud the MONSIGNOR at a podium:

During this, Zhen moves through the event, spotting Owen DAVIAN, surrounded by bodyguards.

INTERCUT WITH:

1/26/06 TAN REV. 62.

Gear unpacked, Luther types on a ruggedized LAPTOP, connected to an odd-looking INDUSTRIAL DEVICE, the size of a bread maker. Behind them, Declan begins removing the cover of a VENTILATION SHAFT. Luther finishes typing:

Zhen pulls out a COMPACT and walks in an arc, TAKING PICTURES of Davian with it -- ONE, TWO, THREE, FOUR, FIVE, SIX -- and Luther RECEIVES THE IMAGES on his LAPTOP, as Ethan OPENS the mask machine, pulls from a duffel a BLANK, FACELESS SILICONE MASK HEAD. Ethan sets this into the machine.

Luther works the computer, stitching Zhen’s 2D images together -- extrapolating them into a 3D RENDERING OF DAVIAN’S HEAD, making Davian appear BALD and HAIRLESS:

Ethan smiles, having locked the machine’s casing --

Luther SENDS THE 3D DATA TO THE MACHINE -- and the CARVING MECHANISM BEGIN TO WORK, BACK AND FORTH, TOP TO BOTTOM, EATING AWAY AT THE BLANK MASK, tossing SILICONE SHAVINGS like rubber eraser dust. Meanwhile, Declan has unscrewed a vent cover, and climbs into the opening --

Declan pulls off the vent and climbs in -- we follow him --

1/26/06 TAN REV. 63.

Declan’s the only one smiling. Finally he climbs up.

A169 INT. BETWEEN VATICAN WALLS - DAY A169

A miraculous sight: colored by stained glass, we’re in a musty THREE-FOOT WIDE SPACE REACHING EIGHTY FEET HIGH -- Declan BEGINS CLIMBING THE STONE AND ANCIENT SCAFFOLDING.

B169 INT. CATACOMB ROOM - DAY B169

The mask machine carves as Ethan pulls off his shirt, then peels a VOCAL CHIP from its case, applies it to his neck.

BEEP: the machine’s done carving -- Luther SPRAYS THE MASK with a can of COMPRESSED AIR -- the shavings fly away, revealing a milky-white, hairless face mask of Owen DAVIAN -- a perfect CUT POINT to:

Owen Davian -- as the speech continues, he receives a CELL PHONE CALL. He answers it. Says one word. Hangs up. Then he casually begins to walk. Across the party, Zhen watches as he moves toward two COLUMNS -- she observes him picking up something -- A BRIEFCASE. Sotto:

Now Ethan pulls on a PADDED SHIRT.

1/26/06 TAN REV. 64.

Luther sends PIGMENT INFO to the mask machine: A PRINT HEAD begins to SWIPE ITSELF OVER THE WHITE MASK, top to bottom, essentially an INK JET PRINTER painting the mask at 1440 DPI.

171-172 OMIT 171-172

A173 INT. BETWEEN VATICAN WALLS - DAY A173

Declan has climbed forty feet up to a VENT. He finishes UNSCREWING IT FROM THE BACK, now removing it. A MEN’S ROOM on the other side. Sotto:

Ethan buttons his shirt as Luther finishes adding EYEBROWS to the mask, its eyes already cut out.

CAMERA CIRCLES as Luther pulls the mask over Ethan’s head. Pushing, pulling it... it buckles and bends like rubber as Luther uses his fingers to secure it to Ethan’s face.

1/26/06 TAN REV. 65.

And the mask is on now perfectly, as Ethan says:

One of those wildly awkward pauses.

174 OMIT 174

A175 EXT. PALAZZO COURTYARD - DAY A175

As the Monsignor speaks, Davian starts off. Zhen sees this:

Ethan finishes applying the wig, Luther helping him:

And Ethan/Davian rushed to the vent --

1/26/06 TAN REV. 66.

A176 INT. BETWEEN VATICAN WALLS - DAY A176

Ethan/Davian climbs up the space at impressive speed -- toward Declan, who looks down on him from forty feet up:

-- the speech is over. Zhen moves one way through the crowd, Davian another -- and suddenly she COLLIDES WITH HIM, SPILLING HER WINE onto his tuxedo shirt:

-- Davian and his entourage head off. Zhen watches through the crowd as Davian and his men head for the RESTROOMS --

177-178 OMIT 177-178

DOLLY RIGHT as Declan pulls the vent back on -- under the stalls, we see Ethan/Davian’s shoes as he steps up onto a toilet -- then DOLLY LEFT as Davian’s Bodyguard enters. Checks under the “empty” stalls, opens the door wider for Davian to enter, then EXITS to stand vigil outside.

Davian removes, hangs his jacket. Grabs towels and drenches them with water, dabbing at the wine stain. ANGLE ON HIS REFLECTION IN THE MIRROR as he suddenly STANDS INTO FRAME IN THE FOREGROUND -- that first reflection was Ethan/Davian! Davian sees him STANDING BEHIND HIMSELF! Before he can gasp, ETHAN/DAVIAN GRABS HIM HARD, JAMMING A PISTOL TO HIS THROAT --

1/26/06 TAN REV. 67.

Davian, confused, angry, stares at the card -- Ethan then kicks Ethan/Davian’s feet out from under him -- Davian lands hard -- Ethan shoving the gun, holding the card:

Clearing his throat, Davian reads from the card:

SOUND WAVEFORMS APPEAR on Luther’s laptop as Davian speaks -- the program doing a VOICE ANALYSIS --

DAVIAN ETHAN/DAVIAN

I count on his schemes to reveal th-- what the hell is th--?! Finish. -- the way to escape my gloom.

Ethan FIRES A TRANQ into Davian’s neck. He looks up as Declan pulls away the VENT -- Ethan/Davian drags Davian toward the vent --

Zhen sees Soroushi check her watch: it’s been a while. She starting talking with the Bodyguard.

And sure enough, the Bodyguard heads into the bathroom --

1/26/06 TAN REV. 68.

Ethan/Davian spills a VILE OF WINE on his shirt as the Bodyguard enters, seeing “Davian”, ALONE at the sink:

Luther types furiously, says way fast:

Ethan/Davian launches into a COUGHING FIT -- awkwardly, the Bodyguard watches -- finally moving to pat his boss’s back -- but Ethan/Davian gestures not to touch him --

Ethan/Davian stops coughing, clears his throat -- an ODD, DIGITAL ADJUSTMENT TWEAK when he speaks -- then suddenly HIS VOICE IS DAVIAN’S:

Ethan/Davian picks up the briefcase and heads off --

TRACK FAST with Luther, who carries a crowbar. He turns a corner, arriving at a MANHOLE COVER -- opens it -- climbs in.

1/26/06 TAN REV. 69.

Declan strains as he carefully LOWERS THE UNCONSCIOUS DAVIAN, who is on a HARNESS and CLIMBING ROPE --

The crowd socializes. A RECEIVING LINE to the Monsignor. Davian’s Bodyguards watch Ethan/Davian, with the briefcase, move to the Monsignor, shaking hands in thanks. Once he’s done, he turns. Zhen is there, smiling flirtatiously.

ZHEN ETHAN/DAVIAN

I’m sorry about your shirt. (very flirty) -- not a problem -- -- My hotel has laundry service. I’ll be happy to take care of it. -- And what’re we gonna do -- I could always find while I’m waiting in your something else to spill wine hotel without a shirt? on. (then, smiles) Let me drive.

A sexy stare holds, then Ethan/Davian says to Soroushi:

He heads off.

Luther, crouching, walks fast through a sewer tunnel, using a handheld LOCATOR as he goes -- turning a corner and heading for a beacon --

The Bodyguards watch as Ethan/Davian gets into the tinted- window LAMBORGHINI with Zhen.

1/26/06 TAN REV. 70.

Zhen turns on the BEACON FINDER on the dashboard as Ethan quickly REMOVES HIS SEAT, pulling back the REMOVABLE METAL PLATE in the floor. Zhen starts driving through the courtyard as the BEACON STARTS BEEPING -- SHE’S GETTING CLOSER... CLOSER -- the car about to drive over the TRACER that Declan shot onto the manhole --

INTERCUT WITH:

Luther’s moving fast -- his beacon locator BEEPING TOO -- he stops -- a MANHOLE ABOVE HIM --

Ethan removes the manhole, seeing Luther:

ETHAN LUTHER

-- What’s up. Nothing, you? -- Nah.

Ethan and Zhen quickly slip into the sewer -- Davian’s Bodyguards -- some in the limo now -- watch the stalled LAMBORGHINI, concerned, unsettled. One of them heads for the LAMBORGHINI -- just as Luther RECOVERS THE MANHOLE -- Zhen holds the trigger, hating to push the button:

-- so she does, and --

THE LAMBORGHINI SUDDENLY DETONATES, BLOWING SKY-HIGH IN A FIREBALL -- the Bodyguard THROWN BACK -- OTHER CAR WINDOWS SHATTER -- party-goers SCREAM and RUN -- CHAOS -- people flee -- guards point, shout, scatter --

TRACK FAST with Luther, Zhen, and Ethan/Davian as he RIPS OFF HIS DAVIAN FACE as he moves --

1/26/06 TAN REV. 71.

197 OMIT 197

A speedboat SWERVES into frame, racing under a bridge. Visible on board is Ethan, Luther, Declan and Zhen -- they’re smiles and cool as they talk amongst themselves, blasting along the Tiber -- and we CUT TO a WIDE SHOT as the boat speeds away, Vatican in the distance, black smoke rising...

Musgrave in a meeting. Eight men. His PDA VIBRATES. He checks it. PUSH IN ON HIM as he checks it. HOLD ON MUSGRAVE as he reacts, with disbelief and apparent relief. He quickly gets up and leaves --

Musgrave heads down the hall, containing his optimism. Knocks on Brassel’s open door. Brassel looks up:

Musgrave actually smiles at Brassel before he heads off. But we HOLD ON Brassel -- PUSHING IN ON HIM as he watches Musgrave leave, in thought...

A SHOT from its tail, a mammoth C-5B transport plane cuts through the sky --

202 OMIT 202

1/26/06 TAN REV. 72.

CLOSE ON OWEN DAVIAN, sitting, strapped to a chair, just as he starts to regain consciousness. Then REVERSE: Ethan sits across from him, staring steely-eyed.

Takes a beat for Davian to focus. Sees Ethan. Sees the briefcase on the table in front of him.

Davian looks at him. Takes it in. Then, in a dark, quiet rage:

Ethan opens the briefcase. Inside is a RED ENVELOPE.

1/26/06 TAN REV. 73.

And Ethan HITS the table away, grabs the back of Davian’s chair and DRAGS HIM TOWARD THE BACK OF THE PLANE -- he pounds a control button -- the UNDERSIDE CARGO DOOR BEGINS TO OPEN -- WIND and NOISE and Davian is suddenly terrified --

1/26/06 TAN REV. 74.

Ethan TURNS Davian’s chair, throwing it down into the now- open door on the floor of the plane -- the chair lands hard, getting JAMMED in the door, Davian face-down and horrified -- Ethan pulls out a KNIFE:

AND ETHAN BEGINS CUTTING ALL THE STRAPS, ONE AT A TIME! THWACK! THWACK! THWACK! THWACK! Each time Davian dropping -- falling a little more -- only a few straps left and Ethan just keeps CUTTING THEM --

One more slice and Davian’s GONE --

Luther and Ethan’s eyes LOCK. The truth of what Luther’s saying registers...

Finally, Ethan YANKS DAVIAN BACK -- Davian slams onto the floor as Ethan hits the button -- the CARGO DOOR CLOSES. Ethan sits on the floor, staring at him, all out of breath. Relative quiet.

Davian’s breathing heavily... And Ethan stares, deep into his eyes... glaring death...

MUSIC -- MOMENTUM -- QUICK SHOTS as the cargo plane lands, whipping past a waiting three-vehicle caravan: dark Navigator 4X4’s surrounding an ARMORED TRANSPORT VEHICLE. A dozen ARMED OFFICERS as the REAR CARGO HOLD LOWERS -- the IMF team appears in SILHOUETTE, Ethan leading them down the ramp into the light, hand clamped to Davian’s arm.

1/26/06 TAN REV. 75.

Davian is placed into the heavy-armor TRANSPORT VEHICLE. We see Ethan greet a couple IMF AGENTS as they all get into the Navigators. The caravan pulls away.

The three Navigators and Transport Vehicle at the center streak along a highway road among pedestrian traffic...

Ethan and Luther in the back: Luther focused on his laptop, Ethan focused on the transport vehicle two cars ahead --

Luther hands Ethan the laptop. A VIDEO WINDOW APPEARS on screen. An IMAGE, through a WIDE LENS. It’s Lindsey. Her face haunts Ethan -- she’s clearly holding the camera. She’s in a dark place, scared but fighting to stay in control:

1/26/06 TAN REV. 76.

BUT SUDDENLY A SURFACE-TO-AIR MISSILE STRIKES THE NAVIGATOR BEHIND THEM, JETTISONING IT SKYWARD IN A FIREBALL!!!

The driver YANKS the steering wheel as --

1/26/06 TAN REV. 77.

-- another MISSILE SLAMS INTO THE ROAD AHEAD OF THEM, BLOWING A HOLE IN THE ROAD! The TIRES RIP as the Driver hits the brakes but their vehicle TUMBLES as ANOTHER MISSILE hits at the other end of the bridge! Ethan’s vehicle stops tumbling at the edge of the chasm. It’s MAYHEM -- Ethan, upsidedown, sees people getting out of their cars, disoriented. Then, a SCREAMING SOUND -- he and Luther then turn to see a UAV SCREAM through the sky. They get out of the Navigator as a CHOPPER RISES FROM UNDER THE BRIDGE -- SIX COMMANDOS FLANKING. Ethan yells to the people out of the cars:

And the COMMANDOS START FIRING -- and Ethan and Luther take cover as their Navigator gets POCK-MARKED -- WINDOWS SHATTERING -- CIVILIANS GETTING HIT! Ethan and Luther SHOOT back at the chopper, which banks away --

Luther runs to help the wounded as Ethan sprints toward the transport vehicle:

The Drivers turn to Ethan, trying to understand him -- when suddenly THEY’RE KILLED IN A SPRAY OF BULLETS! Ethan, shocked, takes cover. He watches as Zhen helps a wounded DECLAN from their truck -- and a fellow IMF AGENT (from the tarmac) SHOOTS AT THE CHOPPER -- but in the distance, Ethan sees the UAV SHOOTING ANOTHER MISSILE!

-- the IMF Agent sees the missile and runs -- but the thing EXPLODES BEHIND HIM, taking him and his vehicle out! PUSH IN ON ETHAN, enraged -- he FIRES at the chopper, but his gun’s out of bullets!

Ethan runs back to his SUV as the Commandos FIRE SMOKE BOMBS as cover.

Ethan climbs into the back of the Navigator -- grabs the upside-down WEAPONS CASE as the Commandos ZIP-LINE down from the chopper and run to the transport vehicle -- the Commandos begin SPRAYING THE SIDE OF THE VEHICLE WITH AN ORANGE FOAM -

1/26/06 TAN REV. 78.

208-211 OMIT 208-211

212 Ethan’s grabbing the gun as the chopper pilot sees him--212 and sends the UAV toward him with a remote. Luther calls out:

Ethan sees it coming for him -- he slides the gun case onto the black top and races out of the SUV as the UAV FIRES A MISSILE! The Navigator EXPLODES as Ethan falls forward, onto another car!

The Commandos HIT THE FOAM-COVERED TRANSPORT with a SLEDGE HAMMER, shattering the side of the truck -- KILLING the Guards inside --

They cut Davian's cuffs with BOLT CUTTERS and run out of the truck toward the chopper as Ethan puts the gun together -- he turns to shoot at the chopper, but a familiar SCREAM -- Ethan turns -- SHOOTS AT THE UAV -- one of its wings EXPLODES and the thing TUMBLES toward the chopper, which BANKS HARD, the missile JUST MISSING IT, but hitting the BRIDGE STRUCTURE!

Ethan fires at Davian -- hitting one of the foam Commandos -- ORANGE FOAM COVERING THE SCREAMING, FALLEN MAN -- Davian and the others take cover!

213-215 OMIT 213-215

216 ETHAN WANTS TO GET CLOSER TO THE TRANSPORT VEHICLE, BUT 216 WHERE THERE’S NO GAPING HOLE, THERE’S FIRE FROM THE CRASHED SUV -- SO ETHAN RUNS TOWARD THE HOLE, TOSSING THE GUN FIRST -- HE JUMPS BETWEEN SEVERED SECTIONS OF THE BRIDGE -- GRABBING ASPHALT THAT JUST GIVES WAY LIKE WET SAND! ETHAN SLIPS -- FALLS -- DROPS, GRABBING EXPOSED REBAR, HANGING ABOVE WATER AS DAVIAN’S HAULED INTO THE CHOPPER. ETHAN STRAINS AS HE DOES A CLIMBER MANEUVER AND PULLS HIMSELF UP, ONTO THE BRIDGE -- GRABS THE GUN AND FIRES -- PURGING AT THE CHOPPER AS IT FLIES OFF -- ETHAN JUMPS ONTO THE HOOD OF A CAR -- THE ROOF -- FIRING AND FIRING UNTIL IT’S CLICKCLICKCLICK...

-- AND HIS EYES MEET DAVIAN’S, who, at an ever-greater distance, smiles at Ethan. And the most DREADFUL FEELING overtakes Ethan and we SMASH CUT TO:

217-218 OMIT 217-218

1/26/06 TAN REV. 79.

DOLLY FAST as Ethan runs past the dozens of now-abandoned cars -- IMF Agents helping the wounded -- and he jumps into a MANUAL SHIFT sports car, instantly SCREECHING AWAY --

-- as Ethan speeds he dials on his CELL PHONE -- it RINGS --

-- Ethan hangs up -- Ethan passes a MASS OF POLICE CARS, his speedometer crossing 90MPH as he places another call --

Rick makes a sandwich, has a beer.

1/26/06 TAN REV. 80.

Ethan suddenly SLAMS HIS BRAKES -- shoves the car into reverse and DRIVES BACKWARDS, OFF THE ON-RAMP, AVOIDING ON- COMING CARS! He throws the car into gear and SCREECHES onto an adjacent road, SPEEDING --

TRACK BACK as Julia enters the corridor, just through with a surgery. Pulls off her cap, walks with a female Nurse (Annie, who we met earlier). Two tired, good friends:

ANNIE JULIA

-- oh, you’re too lucky. -- Me too lucky. -- I’m half way through a double shift. -- well that doesn’t make me (laughs) lucky, it makes you unlucky. -- I’ll see you Thursday. -- good luck. -- you too, Honey.

Julia heads off...

Ethan drives WILDLY FAST -- steering with one hand, DIALING another number with the other --

Julia exits the elevator, walks alone down an empty, creepy -- corridor. Low pipes and greenish-old-fluorescent lighting. She turns into a door marked DOCTORS’ LOCKER ROOMS --

Crying BABIES, people waiting, doctors crossing, phones RINGING and Sally, harried, at the center:

Ethan, desperate at the wheel:

1/26/06 TAN REV. 81.

DOLLY PAST as Julia showers. A low, eerie voyeuristic quality to the moment. A PHONE RINGS -- our DOLLY LANDS US with the house PHONE IN THE FOREGROUND... RINGING.

-- the sports car SHRIEKS around a corner, almost popping off the tires as it regains tread and ROARS toward the hospital --

Julia walks from the locker room, hair damp, adjusting her sweater. Approaching her is a MAN, 42. KIMBROUGH. An EMT pushing a gurney, an empty body bag on it. As they approach, he offers his file:

-- and as she reaches for the file, he affixes a SMALL YELLOW DOT to her arm with his rubber-gloved hands -- how weird is this? She looks at him, curious -- amused --

-- but already, she’s becoming faint -- and terrified --

-- and we’re WIDE as she collapses -- Kimbrough catching her.

1/26/06 TAN REV. 82.

The sports car screech-stops LOUD AND FAST outside the hospital -- Ethan RUNS to the doors --

Kimbrough -- appearing to be an EMT -- pushes the gurney with the now-filled BODY BAG down the corridor -- crosses a busy hall just as ETHAN RUNS, RIGHT PAST HIM, into the STAIRWELL --

-- Ethan runs to still-busy Sally, desperate:

ETHAN SALLY

-- Sally -- where’s Julia? I don’t know-- Honey, you

okay?

-- but Ethan’s already running --

233 OMIT 233

234 OMIT 234

Ethan bursts from the building, scanning the area, looking for anyone, any sign -- but of the few people here, there’s no sign of Julia -- and it’s a moment of loss and madness and our SCORE BUILDS until suddenly ETHAN’S CELL PHONE RINGS -- he checks the LCD: “JULES CELL” -- total relief, answering:

And Ethan, breathing heavily, freezes.

1/26/06 TAN REV. 83.

Ethan wants to kill. But what comes out, intense and quiet:

-- Ethan quickly synchronizes his watch: he activates a countdown from 48:00:00 --

CLICK. He stands there for a moment, numb -- just as: LOUD SCREECHES -- FOUR DARK SEDANS appear, surround him -- what the fuck is this?!! Seven suited AGENTS step out, guns aimed at him -- a panicked silence -- then:

He stares at the Agents, dumbstruck, heart pounding:

1/26/06 TAN REV. 84.

Ethan, heart pounding, nods. As if about to give in. But then he BOLTS -- leaps behind a car -- two Agents FIRE -- MINIATURE TASER BULLETS HIT THE CAR as Ethan RUNS, keeping low -- the Agents go after him -- Ethan leaps over a car hood as an Agent FIRES -- STRIKES ETHAN IN THE SIDE -- MID-JUMP the TASER SHOCKS ETHAN AND HE FALLS -- his face lands HARD on asphalt as electricity courses through his body -- then, using THICK BLACK RUBBER GLOVES, the agents remove the taser charge, flip Ethan over and CUFF him -- *

BAM -- BOUND to a gurney, a MUZZLE MASK pulled tight over his face, Ethan is SLAMMED into this stainless steel room by two Agents. They lock the wheels and leave him here alone. Ethan, straining and heart-pounding, painfully cranes his neck to read his watch: 47:32:24 and counting down -- DAMNIT, HE’S GOT TO GET THE FUCK OUT OF HERE. Ethan, a wreck of anxiety, mind spinning a thousand escape scenarios, looks up as the door opens -- it’s Brassel and Musgrave. And Brassel moves to Ethan, Musgrave standing by the closed door. Brassel looks down on Ethan with a judgmental gaze.

Ethan breathing hard under the leather mask -- looking at Musgrave, his mind tumbling --

1/26/06 TAN REV. 85.

Ethan looks back at his watch: 46:30:46... SHIT!!! He looks back at Brassel, hatefully --

Brassel turns and leaves the room, passing Musgrave. Ethan watches Musgrave, who moves to him. Looks down on him.

Ethan is incredulous. Musgrave moves, his back to the MIRROR.

Three Agents, four video cameras observe Ethan in the room.

Ethan’s eyes bore into Musgrave like rock drills as Musgrave crosses to Ethan. Musgrave mouths the information to Ethan.

1/26/06 TAN REV. 86.

Musgrave walks around the gurney. Ethan is shocked as Musgrave -- hidden from the viewing mirror’s view -- PALMS A SMALL RAZOR INTO ETHAN’S HAND.

TIGHT ON ETHAN as it hits him: HOLY SHIT, MUSGRAVE IS HELPING ME! Musgrave, feigning disgust, calling toward the mirror:

And Musgrave’s gone. TIGHT ON ETHAN: WHAT THE HELL’S NEXT?!

Ethan is being wheeled down the corridor by THREE IMF GUARDS. His mind spinning -- anticipating his move as they enter the CARGO ELEVATOR with Ethan...

Doors close. HOLD ON the Guards, who wait as the elevator moves -- and we’re TIGHT ON ETHAN as he realizes: THIS IS IT. HE OPENS THE RAZOR, STRAINS TO CUT THE LEATHER STRAP HOLDING DOWN HIS RIGHT HAND -- AS THE ELEVATOR RISES, THE RAZOR SCRAPES THE STRAP -- BARELY CUTTING IT -- BUT ETHAN DOESN’T GIVE UP, THEN FINALLY: SLICE!!! IT’S CUT -- AND HE THROWS HIS ARM BACK TOWARD THE GUARD BEHIND HIM, USING THE LEATHER WHIP TO CRACK THE GUARD IN THE EYES -- HE GRABS THE GUARD’S TELESCOPING BILLY CLUB AND SLAMS THE GUARD TO HIS SIDE IN THE HEAD, THEN BACK AGAIN AT THE NOW-BLINDED GUARD BEHIND HIM -- HE THEN THROWS THE CLUB AT THE THIRD GUARD’S FACE -- THAT GUARD FALLS BACK -- ETHAN PUSHES HIMSELF -- AND THE GURNEY -- OFF THE ELEVATOR’S BACK WALL, CLOSER TO THAT GUARD, WHO ETHAN GRABS BY THE HAIR, THEN PUNCHES IN THE FACE -- ETHAN HITS THE “STOP ELEVATOR” BUTTON -- ALARM BELL BLARES.

With only one arm free, Ethan’s just rendered three Guards unconscious. He SLASHES the other leather straps -- grabs a Guard’s GUN and WALKIE -- stands on the gurney, pushes off the elevator escape hatch -- JUMPS UP --

Ethan climbs to the top of the motionless elevator -- ALARM BELL LOUD, he grabs the cables and begins PULLING HIMSELF UP THE ELEVATOR SHAFT like a trapeze artist --

1/26/06 TAN REV. 87.

TRACK FAST with IMF HEAD OF SECURITY, racing through the office -- WHIP PAN AHEAD to Brassel, in his office, on the phone, furious -- as the Head of Security enters:

BRASSEL HEAD OF SECURITY

(on phone) -- don’t equivocate with me, you get him back-- -- Sir, Ethan Hunt overp-- -- I know what happened -- give me your radio. (into the walkie) This is Director Brassel: Ethan Hunt is attempting to escape the building from the west cargo elevator -- he must be stopped.

BUT SUDDENLY: BRASSEL’S VOICE COMES FROM THE RADIO:

BRASSEL’S VOICE This is Brassel again -- I’m ordering a code six lockdown --

-- and Brassel’s gonna have a fucking heart attack as --

-- Ethan scrambles FAST in a crawl space between floors of the building, talking on the radio, doing a great Brassel:

Brassel tries to broadcast, but gets LOUD FEEDBACK --

1/26/06 TAN REV. 88.

PUSH IN as Ethan quickly enters the cluttered, ubiquitous office supply closet through a ceiling hatch --

Ethan hurries out, moving fast through this office, placing the walkie in front of a BOOM BOX sitting on a file cabinet -- currently playing “WE ARE FAMILY” by SISTER SLEDGE.

Brassel hears the music. Dark. Furious, he turns to the Head of Security with “you’re fired” eyes --

Ethan RUNS like mad from the building -- crossing the street, almost getting hit -- he SPRINTS -- and we STAY ON HIM AS HE RUNS, the MUSIC FILLING THE SOUNDTRACK -- and we RAMP TO SLOW MOTION AS HE RUNS, DESPERATE, MUSIC SWELLING, AND WE CUT TO:

249-250 OMIT 249-250

See Ethan, someone else in FOREGROUND. Then Ethan moves, and we realize that wasn’t Ethan at all -- the guy in FOREGROUND is, in long sideburns, mustache, long hair, wool cap and glasses. He inconspicuously checks his surroundings, heading off. We then find him at a ticket counter, showing his passport to a WORKER.

WORKER ETHAN

Mr.... (smiles, in (reading passport) Czechoslovakian accent)

Rudajev. Rudajev.

... Ruda-- Rudajev-- sorry-- so you’re flying to Shanghai. Yes, thanks you.

1/26/06 TAN REV. 89.

Our SCORE SOARS as we find Shanghai -- the magnificent neon city exploding in color, just across the river. In the foreground, a TAXI appears. We find Ethan Hunt, looking very much like himself again, exiting the car.

An ancient neighborhood, the new city towering behind it. The warm glow of shops. VENDORS and PEDESTRIANS -- and Ethan, walking through it all, the only non-Chinese in sight.

And he moves to an old woman, selling SHOES.

And the Woman looks at him for a solid beat. Then she nods. Moves off for a moment. Ethan checks his surroundings. She returns. Offers a shoebox. Ethan takes it.

As he walks, Ethan rips the shoes out of the box, tosses the box -- holding only the left shoe, he rips open the inner sole -- pulls out a small manila envelope -- throws the shoe away as he pulls a white SMART CHIP card from the envelope --

A blaze of culture clash -- neon madness, where the East meets West -- a massive, crowded walk street, commerce everywhere. And there’s Ethan, walking determined, moving to and entering an apartment building --

Ethan moves to a door -- uses the key card and goes in --

An apartment -- IMF safehouse. QUIET and DARK. It’s a corner apartment -- with a taste of the neon from one side, and a view of the expansive city from the other. HANDHELD CAMERA as Ethan looks around, desperate. Room to room.

1/26/06 TAN REV. 90.

A distant WAIL of a POLICE SIREN. Why the hell did Musgrave send him here? He expected something to be waiting, but--

-- then a SOUND. At the front door -- Ethan moves quickly to the front door, whips out the pistol and takes position behind the door, which opens -- AND JUST AS THE PERSON ENTERS, ETHAN AIMS THE GUN AT HIS HEAD AND -- it’s Luther. He freezes, gun COCKED at his temple.

Ethan, so relieved he could cry, lowers the weapon. Zhen and Declan enter behind Luther. Seeing them, Ethan is beyond relieved:

Ethan, Luther, Zhen and Declan sit around the dining table, looking at the contents of the RED ENVELOPE. Blueprints, specs, pages of description, photographs.

1/26/06 TAN REV. 91.

Ethan looks at Luther, feeling his warning. He then gets up and moves to the glass, looks out at the distant buildings.

Ethan goes to the desk. Grabs a grease pencil -- finds a ruler in the drawer. Goes back to the window and starts MARKING THE GLASS -- OUTLINING the buildings, writing a MATHEMATICAL EQUATION. Then rips a shoelace from his shoe, ties it to the pencil --

1/26/06 TAN REV. 92.

Ethan holds the shoe lace at the top of the building to the left -- using the shoelace as a compass, he DRAWS AN ARC from that point to the target building --

DECLAN ZHEN

Even at one-sixty-two you’re pushing minimum height for a -- chute opens from any lower jump -- than the roof, you’re dead. -- and what are you going to do, land in the middle of Shanghai and hope no one notices.

1/26/06 TAN REV. 93.

LUTHER ETHAN

I’m not saying I have a better idea, but there is a point where “bold” becomes “stupid.” We don’t even know what this thing is -- you wanna hand it over to a guy Of COURSE I’m not suggesting * who provides known terrorists we just hand it over! We’d with-- tag the Rabbit’s Foot so we *

can trace it, know where it is--

Ethan’s opened a credenza, pulling back a hidden panel, revealing a great deal of SPY GEAR -- things any safehouse would offer: guns, tranqs, bugs, cameras, taggers --

A powerful silence. Luther just stares. Gets it. Suddenly no argument -- almost optimistic:

Our SCORE SOARS, we CUT TO:

259 OMIT 259

A260 EXT. SHANGHAI BUILDINGS - NIGHT A260

An ESTABLISHING SHOT of the three buildings in question -- HELICOPTER MOVING around the central, angled roof target building -- Guard seen on top. We end behind Building #1, where Ethan can be seen, standing, looking down at the drop.

In the wind, sixty stories above Shanghai on the satellite dish-dotted roof, the WINDOW WASHING RIG EXTENDS -- farther than it would ever need to go. And we see that Ethan, in black fatigues, checks the jump he’s about to make.

1/26/06 TAN REV. 93A.

-- and Ethan turns to Luther and LOADS A TRANQ GUN.

Ethan looks at Luther, grateful. Scared.

Luther just nods,

Luther exits to get ready, Ethan follows.

Nearby, Luther peers through binocs to the DOUBLE-ANGLED ROOF BUILDING ACROSS THE STREET --

TWO GUARDS ON EITHER ROOF SECTION.

Luther glances over to the angled roofs:

1/26/06 TAN REV. 94.

A261 EXT. HENGSHAN LU BUILDING ROOF - NIGHT A261

ANGLE ON THE GUARDS as suddenly, from nowhere, a BASEBALL FALLS, lands on the angled roof and ROLLS OFF, dropping off the edge.

The Guards turn to each other -- YELL something in Chinese -- try to figure it out -- but here comes another: SLAM! Then ANOTHER -- and ANOTHER -- FASTER -- and from their angle they can’t see who’s firing them, only the taller building they’re coming from. The Guards from the second angled roof move to the top to see what’s happening --

Zhen and Declan use a BASEBALL PITCH MACHINE, LAUNCHING another one --

262-264 OMIT 262-264

With the Guards distracted, Luther gestures to Ethan: YOU’RE ON -- and here’s what happens -- and it’s mind-blowing: ETHAN SPRINTS ACROSS THE EDGE OF THE ROOF, RUNNING FULL-BORE -- BUT NOT TOWARD THE HENGSHAN LU BUILDING -- NO, HE’S RUNNING IN THE OPPOSITE DIRECTION. AND WHEN HE GETS TO THE END HE JUMPS AS FAR AND POWERFULLY AS HE CAN -- AND ETHAN SAILS THROUGH THE NIGHT, A SEA OF LIGHTS STREAKING HUNDREDS OF FEET BELOW HIM.

1/26/06 TAN REV. 95.

AS HE DROPS, HE BEGINS TO ARC DOWN -- AND THE ARC CONTINUES, BOTTOMING OUT AT 30 FLOORS, WHERE HE BEGINS TO ARC UP -- UP -- UP -- UNTIL HE’S SAILING UPWARD, ON A TRAJECTORY TO LAND ON THE ROOF OF THE HENGSHAN LU BUILDING -- THAT’S WHEN HE CUTS THE BUNGIE CORD -- NOW ETHAN’S A SAILING PROJECTILE -- AND HE LANDS PAINFULLY ON HIS BACK, SLIDING DOWN THE ANGLED ROOF! THE GUARDS TURN, SHOCKED, AS ETHAN WHIPS OUT THE TRANQ GUNS AND FIRED DOUBLE-FISTED -- THE GUARDS REACH FOR THEIR GUNS BUT ETHAN’S FASTER: TWO SHOTS -- HE HITS THEM DEAD IN THE CHEST -- THEY CRUMPLE TO THE STAIRS AS ETHAN FALLS, GRABBING ON TO SOME METAL, ROLLING TO A STOP JUST AT THE EDGE. He looks down. Then turns to Luther, watching him, and gives a scared thumbs up.

And into his walkie, so relieved he laughs:

Ethan quickly moves to a Guard, grabs his walkie -- hiding out, he talks in CHINESE. One of the two baseball-perplexed Guards from the other roof section key something back to him on the radio. Ethan then grabs a Guard’s SECURITY PASS KEY and runs to the roof access door, SWIPES the card, enters.

TIME CUT: we’re now in the PARK in the middle of Shanghai. Declan and Zhen sit in a 4x4, just waiting. They eye the HengShan Lu Building from here. After a horrible silence:

Declan grabs his walkie, still staring through the binocs:

1/26/06 TAN REV. 96.

Luther in another 4x4, peering up through his binoculars.

269 OMIT 269

Declan, tense, checks his watch. Then he raises the binocs to the HengShan Lu rooftop. Ethan’s still not there.

Under her breath, Zhen begins reciting SOMETHING IN CHINESE. *

Zhen starts to say the prayer. Declan tries to follow -- and he’s really trying, and she’s teaching him -- and he’s starting to get it -- she smiles -- and in the midst of it, suddenly ETHAN’S VOICE ERUPTS OVER THE COMMS:

PUSHING IN: Zhen beams in hope -- Declan grabs the radio:

1/26/06 TAN REV. 97.

DECLAN CRANES HIS NECK OUT THE WINDOW -- ZHEN TOO -- AND THAT’S WHEN THEY SEE IT: A LARGE GLASS PANE HALFWAY UP THE HENGSHAN LU BEING SHOT FROM WITHIN SUDDENLY EXPLODES OUTWARD - - ETHAN DIVES FROM THE SIDE OF THE BUILDING -- AS IF RUNNING IN THE AIR -- AND GUARDS APPEAR AT THE BROKEN GLASS FIRING MACHINE GUNS AT HIM AS HE PULLS HIS PARACHUTE CORD --

DECLAN ZHEN

-- aw, shit -- -- he’s way too low--

Declan YANKS down the gearshift, the 4x4 PEELS OUT as --

ETHAN’S PARACHUTE OPENS -- DEAFENING WIND SHEER HITS -- YANKS HIM LATERALLY TOWARDS THE FACE OF THE BUILDING ACROSS FROM HENGSHAN LU -- HE SLAMS INTO IT HARD AND:

ETHAN CRASHES THROUGH THE GLASS, SLAMS ONTO THE FLOOR, ACROSS THE ROOM AND ONTO A DESK -- HE’S STUNNED -- ETHAN SEES: HE’S STILL HOLDING The Rabbit's Foot CANISTER -- and then he sees the JANITOR, standing there, stunned. BUT JUST AS HE TAKES A BREATH THE BILLOWING PARACHUTE GRABS AIR AND HE’S SUDDENLY YANKED BACK OUT THE SHATTERED GLASS HOLE --

ETHAN FREE-FALLS, THE NOW-SHREDDED PARACHUTE PROVIDING NO CRADLE -- AND HE PLUMMETS TOWARD THE TRAFFIC BELOW -- UNTIL THE PARACHUTE CATCHES ON AN OVERPASS AND THE CORD PULLS TAUT, AND ETHAN IS SUDDENLY YANKED TO A PAINFUL STOP, HANGING UPSIDE-DOWN, FIVE FEET ABOVE THE STREET, SURROUNDED BY WHIZZING TRAFFIC --

ETHAN, SHAKEN, HEARS A STACCATO SCREECH AND LOOKS UP: A TRUCK JACK-KNIFES RIGHT FOR HIM, BRAKES LOCKED! ITS TIRES SCREAM AS ETHAN YANKS THE HARNESS RELEASE -- HE SUDDENLY DROPS, SLAMS HARD TO THE ASPHALT -- THE RABBIT'S FOOT CANISTER COMES LOOSE AND ROLLS AS THE TRUCK SHRIEKS OVER HIM -- ETHAN TURNS * HIS HEAD TO FOLLOW THE RABBIT'S FOOT --

1/26/06 TAN REV. 98.

The truck gone, Ethan SCRAMBLES AFTER THE CANISTER, running * through the street, CARS and MOPEDS BARELY missing him -- he finally GRABS the canister as a passing truck JUST MISSES HIM -- then ANOTHER SCREEEEECH! Ethan turns -- Declan and Zhen have just arrived in their 4x4:

Ethan turns -- down the street TWO SILVER HENGSHAN LU SECURITY SEDANS FLY ONTO THE STREET ROARING FOR THEM! Zhen jumps in the back as Ethan leaps into the passenger seat -- Declan SCREECHES OFF as we WHIP PAN: the HengShan Lu Security sedans SPEEDING in pursuit --

274-275 OMIT 274-275

Declan YANKS the steering wheel as Ethan pulls out the cell phone, quickly dialing --

SUDDENLY THE BACK WINDOW OF the 4x4 EXPLODES -- an unexpected SCREAM from Zhen as GLASS RAINS:

-- and Zhen POPS UP, OPENS FIRE on the sedans, Declan SCREAMING the 4x4 around a corner, into:

-- a long concrete underpass -- and just as Ethan HEARS HIS PHONE CALL RINGING, THERE’S A STATIC BURST: THE PHONE LOSES SIGNAL!!!

1/26/06 TAN REV. 99.

278 OMIT 278

279 DECLAN CARVES HIS WAY THROUGH THE UNDERPASS, PUTTING A 279 TRUCK between them and the two sedans -- but a GUARD from the lead sedan leans out from the passenger window, FIRING A GUN at them as Ethan’s eyes are laser-locked on the cell LCD SCREEN -- WAITING FOR THE SIGNAL BARS TO RETURN --

-- all this while Zhen TRADES GUNFIRE and suddenly BAM! She’s hit in the shoulder and falls back in the truck, hard -- Ethan quickly climbs back to check on her:

Ethan hands the cell to Declan --

ETHAN DECLAN

The second there’s coverage, you tell me! -- what are you doing?!

Ethan grabs Zhen’s gun, then PULLS OUT THE LENGTH OF BACKSEAT SEATBELT -- then Ethan OPENS THE REAR DOOR AND LEANS OUT OF THE 4x4, QUICKLY LOWERING HIMSELF TO SPEEDING STREET LEVEL -- he aims his gun under the truck behind them to the tires of the pursuing sedans -- and WITH THE ASPHALT RIPPING BY INCHES FROM HIS HEAD, ETHAN FIRES TWO QUICK POPS!

The leading sedan’s TIRES EXPLODE -- the car SWERVES OUT OF CONTROL AND CRASHES -- THE OTHER SEDAN CRASHING BEHIND IT -- just as there are SIGNAL BARS ON THE CELL PHONE:

Ethan PULLS HIMSELF back into the truck, closes the door and grabs the phone, DIALS --

Declan’s 4x4 SCREAMS out of the underpass into the city --

218 OMIT 218

1/26/06 TAN REV. 100.

Ethan hears the number he dialing RINGING -- finally DAVIAN ANSWERS:

CLICK. OFF ETHAN, EXHAUSTED. THE JOURNEY JUST BEGINNING.

Musgrave walks through the main tunnel -- his CELL RINGS -- he answers as he walks:

INTERCUT WITH:

As Declan drives, fast. Zhen in the back, wounded but alive. Ethan on his cell -- he’s opened a miniaturized TAGGING KIT from the safehouse -- APPLIES A PINHEAD-SIZED ELECTRONIC TAG DEVICE INTO A RECESSED SCREW HOLE ON The Rabbit's Foot.

Stops -- urgent, quiet:

1/26/06 TAN REV. 101.

Musgrave races past Analyzers at workstations, finding an empty, private desk -- he quickly logs in --

-- and Musgrave is entering this code into a tracer program -- which suddenly searches and satellite tracks the tag: A GPS MAP APPEARS on screen, moving through Shanghai. And just as Luther pulls a hard, fast left onto a street:

The magnificent, crumbled remains of an old neighborhood. The megacity in the distance. BOOM DOWN as Declan’s 4x4 arrives -- and Luther’s too. Ethan and Luther get out. A grim moment of truth.

1/26/06 TAN REV. 102.

The look holds between them; perhaps the last time these old friends will ever see each other. Ethan, as bruised and bloody now as when we first met him, forces a smile.

His look is a deeply-felt thank you. Same to the rest.

Musgrave packs up his briefcase -- about to leave -- when Brassel enters, holding a redacted file:

Musgrave stops, his back to the enemy.

Brassel heads off -- Musgrave anxiously watches him go --

The sun rises. Ethan stands in the rubble, the towering city in the distance. He’s staring down at his finger. The PANDA RING on it. A faint smile... until he turns: a WHITE MERCEDES LIMOUSINE pulls up. A long beat. Ethan finally gets into the back.

1/26/06 TAN REV. 103.

Ethan sits. For a moment it’s just quiet and weird. Then the tinted glass partition behind the driver LOWERS. Beside the driver is Kimbrough. *

KIMBROUGH * No negotiations. Just drink it.

Ethan’s eyes dart to a container of INDIGO LIQUID. What the hell can he do? So he takes the container. Opens it. And with his eyes trained on Kimbrough, he drinks. *

And things begin to STUTTER -- SKIP and DIM -- Ethan’s eyelids flutter -- focus impossible to maintain -- and just as ETHAN PASSES OUT JUST AS WE CUT TO:

A290 INT. ROOM - DAY A290

BLURRING in and out of focus... we are in ETHAN’S POV... can’t discern our surroundings... so groggy... SUDDENLY:

A HAND grab’s Ethan’s hair and YANKS HIS HEAD BACK -- Brownway -- holding a CO2 injector gun -- FIRES something up into Ethan’s nose -- he RECOILS and again we GO:

BLACK... until we fade back up on:

ETHAN. EXTREMELY TIGHT on his brutalized face. Breathing heavy, bruises fresh; the wounds, grime and sweat speak of an exhausting, disorienting and tortured journey.

Wildly alert, Ethan’s eyes are trained off-camera. He looks all at once terrified, blind with rage, heartbroken. Then, finally, a VOICE:

VOICE (O.S.) There’s an explosive charge in your head. (beat) Sound familiar?

The man speaking to Ethan is DAVIAN. He cocks the gun. Standing behind him is BROWNWAY. Bandage on his nose.

Ethan, we now realize, is BOUND to a bolted-down chair. A barber’s chair. A beat.

1/26/06 TAN REV. 103A.

Ethan’s eyes flick back to where they were before -- and we DOLLY TO REVEAL that there’s a fourth person here: JULIA. And Davian holds the gun to her head. Blind with fear, Julia just concentrates on not throwing up. On the verge of madness, Ethan says with love and strength:

ETHAN DAVIAN

Jules-- honey-- it’s gonna be okay-- it’s gonna be okay, d’you understand--? One.

Holy shit, the clock has started. Julia SQUEALS quietly, muffled from behind the tape. He begins relatively calmly:

ETHAN DAVIAN

Listen to me: I got exactly what you asked for -- did you want something else? If there was a misunderstanding then I will FIX it-- I can get it whatever you wa-- Two.

ETHAN DAVIAN

Hey man, I’m talking to you -- put the gun down -- was that not The Rabbit's Foot? Did you want something else--? Just-- listen, talk to me. We can talk, like gentlemen--

Three.

Ethan suddenly STRUGGLES LIKE MAD to extricate himself from his bonds -- but even in this adrenaline burst, his TIGHT HANDCUFFS only rip into his skin. Watching Ethan desperate like this only makes Julia more afraid. Finally Ethan stops struggling. He switches gears:

1/26/06 TAN REV. 104.

Ethan knows he’s got to try something else -- so:

And OFF ETHAN, we CUT TO:

PUSH IN as a newly-arrived airplane opens its door -- Luther, Zhen (bandaged) and Declan make their way down the stairs as they stop, realizing they’re SURROUNDED by a dozen IMF AGENTS -- GUNS DRAWN. And standing there on the tarmac is Brassel.

1/26/06 TAN REV. 104A.

From Luther looking at the IMF Agents aiming GUNS at them to:

SUDDENLY DAVIAN SHOOTS JULIA IN THE LEG. She SCREAMS behind the tape as Ethan YELLS --

ETHAN DAVIAN

NO! YOU SON-OF-A-BITCH!!! YOU THINK I’M PLAYING?! YOU STOP!!! Jules-- oh God-- THINK I WON’T DO IT?! WHERE stay with me-- look at me-- IS IT?! WHERE THE HELL IS

IT?! SEVEN!

-- Ethan STRAINS MADLY again to break out, ROARING:

-- Julia SOBS now, bleeding -- Ethan gives up on trying to break free as Davian SHOVES the gun into her temple, his finger TIGHTENING on the trigger -- Ethan going insane -- he can only make a desperate appeal, tears flooding his eyes --

1/26/06 TAN REV. 105.

ETHAN DAVIAN

-- please don’t do this-- let her go -- I promise you, I used the plans Brassel sent you in Rome-- if that wasn’t what you wanted then that’s not my fault! I can figure out how to get whatever you want -- killing her gets you nothing! Please-- imagine -- Nine. someone you love-- there’s gotta be someone you love-- imagine them with a gun to their head, please let her go -- don’t just do this, I want to help you get whatever you want, but you have to do what’s right, what you know is right! Please! NO--!

-- Ten.

AND AS DAVIAN’S TRIGGER FINGER TIGHTENS --

AND THE MOST HORRIFIC THING HAPPENS: DAVIAN PULLS THE TRIGGER, SHOOTING JULIA IN THE HEAD.

ETHAN GASPS IN WIDE-EYED SHOCK -- and suddenly it’s quiet. Blood dripping from the bullet-burned temple of Ethan’s wife. Slumped now, dead, in a chair.

WIDE SHOT of Ethan, bound to the chair, staring, devastated, at the corpse of the woman he loves.

HOLD ON THIS, longer than you want. DAVIAN just holsters the weapon and moves to the door as it OPENS, and a man enters. But Ethan is so in shock at the death of his wife that he doesn’t look up... and the man exchanges a few words with Davian before Davian and Brownway exits. But Ethan can’t take his eyes off Julia. Then the man pulls up a chair and sits, directly in Ethan’s eyeline. We SLOWLY RACK FOCUS...

THE MAN SITTING ACROSS FROM HIM IS MUSGRAVE.

And Ethan stares -- shocked -- bewildered -- and Musgrave studies his eyes. Then says, regarding Julia:

1/26/06 TAN REV. 106.

Musgrave reaches toward Julia -- Ethan, in agony, not wanting him to touch her, cries out:

But Musgrave grabs the duct tape and RIPS IT OFF -- AND WHERE THE TAPE STUCK TO JULIA’S SKIN, HER FACE RIPS AWAY -- REVEALING THE SKIN -- HALF THE FACE -- OF ANOTHER WOMAN. THE UPPER HALF OF THE DEAD WOMAN’S FACE IS JULIA -- THE LOWER HALF BELONGS TO SOROUSHI, DAVIAN’S NOW-DEAD HEAD OF SECURITY.

ETHAN, SHOCKED, REALIZES THAT THIS WAS NEVER JULIA.

1/26/06 TAN REV. 107.

Ethan stares -- mind cranking -- as he sees a hint of desperation, maybe even fear in Musgrave’s eyes...

1/26/06 TAN REV. 108.

Ethan stares -- and finally appears to accept his fate. He nods. Says quietly:

Musgrave pulls a cell phone from his pocket and dials...

Musgrave moves to Ethan, holds the phone to Ethan’s ear. Ethan hears rustling -- disturbing sounds -- then:

And just then Musgrave hits “END” -- but in the next instant, ETHAN SUDDENLY BITES DOWN ON MUSGRAVE’S HAND! LIKE A PIT BULL, HE PULLS MUSGRAVE TOWARD HIM AND HEADBUTTS HIM HARD, KNOCKING HIM OUT COLD! MUSGRAVE SLUMPS OVER ETHAN, WHO DIGS THROUGH MUSGRAVE’S SUIT POCKET -- GRABS A PEN -- SNAPS THE METAL CLIP OFF THE SIDE AND IN AN INCREDIBLE DISPLAY OF DEXTERITY, HE CONTORTS HIS WRIST TO LOCKPICK HIS CUFFED HAND - - ONE ARM FREE NOW, HE QUICKLY PICKS THE OTHER, THEN CUTS THE DUCT TAPE ON HIS LEGS --

Ethan goes to Musgrave and picks up Musgrave’s CELL PHONE off the floor -- Ethan dials --

293-295AOMIT 293-295A

1/26/06 TAN REV. 108A.

The phone on BENJI’s desk RINGS -- he answers without looking down from his monitor:

INTERCUTTING -- As Ethan speaks from the barber shop, QUIETLY:

Benji turns WHITE -- he knows Ethan’s a wanted man, knows he’s probably calling for help --

1/26/06 TAN REV. 109.

As Ethan searches Brownway -- finds a gun -- checks it:

Benji hangs up and crosses to his desk. Ethan quietly opens the door, looks down the hall, sees DAVIAN’S MEN, in a room at the end of the hall. The other way? Dead end. He re- enters the room. Checks the back way: stairs. He heads up --

1/26/06 TAN REV. 109A.

A296 EXT. XITANG - BARBERSHOP ROOFTOPS (LOCATION)- DAY A296

Ethan BURSTS from the old building into daylight -- the ancient town below -- Ethan makes his way FAST along rooftops toward the compound -- LEAPING from building to building -- until he’s out of sight of the perimeter guards -- DROPPING down to the street, MOVING FAST as Benji works his magic:

Ethan rounds a corner -- comes to a stop in front of a VILLAGE HOSPITAL -- makes a mental note -- Benji watches him --

Someone walks past Benji, he smiles, pretends it’s nothing, then:

1/26/06 TAN REV. 109B.

A296 CONTINUED: A296

Ethan stops, frustrated, in front of a MEDICAL CLINIC -- then turns and heads back --

Ethan hangs up -- and quickly climbs the wall, enters the estate.

B-C296 OMIT B-C296

Ethan breaches the clinic, phone in hand, slowly taking in the maze of medical partitions and hallways. In the middle of the room, FOUR MEN play Mah Jong. One of them gestures toward a back room, casual conversation -- Ethan following pure instinct as he makes his way.

Senses on high alert, Ethan stops -- hears a noise, turns -- it’s one of Davian’s men coming toward him. Ethan ducks down, but accidentally tips a tray of SUPPLIES --

The GUARD DRAWS HIS GUN, reacting to the noise -- moves slowly toward the source. Ethan has no choice -- goes on the offensive -- throws the medical supplies at the guard, giving Ethan the millisecond distraction he needs to take the guard down -- Ethan immediately gets hold of the GUARD’S GUN --

GUARD #2 hears the fight, enters the room through double doors -- as they swing back and forth, Ethan catches a MOMENTARY GLIMPSE OF JULIA -- determined, he SHOOTS GUARD #2 with Guard #1’s gun, then finishes off Guard #1, still in his grip --

1/26/06 TAN REV. 110.

Ethan bursts in, intense eyes softening as they fall on JULIA, MOUTH TAPED, in absolute shock -- and he reaches her -- she WHIMPERS through the duct tape --

SUDDENLY ETHAN FALLS TO HIS KNEES IN PAIN, CLUTCHING HIS HEAD -- DAVIAN APPEARS BEHIND HIM HOLDING THE TRIGGER TO THE CHIP IN ETHAN’S HEAD -- HE KICKS THE GUN AWAY.

He tosses the trigger to the ground.

Ethan is in excruciating pain -- Julia breathing heavily, terrified, perplexed -- as Davian circles Ethan and KICKS HIM IN THE FACE --

She can only watch helplessly as Davian continues to THRASH an incapacitated Ethan.

Davian drags Ethan now, who helplessly clutches at Davian’s legs, Davian spins around and brutally clocks Ethan twice across the jaw.

Ethan manages to lift his head up long enough to lock eyes with Julia, and it’s all he needs -- Ethan rallies strength and focus from some impossible place --

As Davian picks up the gun, Ethan tackles Davian -- sending both men flying through a partition -- landing on the floor. Ethan gets up, smashes a stunned Davian into a cabinet.

1/26/06 TAN REV. 110A.

Davian crumples, struggling to pick himself up as Ethan does the same. Ethan rallies again, charging into Davian, sending them flying through glass doors, out onto the street.

Davian rolls on top of a severely weakened Ethan, pinning him on the ground. Ethan looks up, holds Davian in a death grip.

Davian looks up, horrified -- a sickening BAM! A truck hits him square on, sending him HURTLING off Ethan who leaps to his feet, races off --

Back inside, almost blinded by the pain, Ethan stumbles his way back toward Julia. Grabs the first piece of equipment he can focus on and frees Julia from her cuffs. Julia sees him fighting incredible pain:

Ethan scans the ground for the gun from one of the fallen guards -- finds it -- grabs an extra mag, then reels back with pain. Julia literally helps him stand. Ethan eagerly kisses her.

Ethan leads Julia out of there, knowing he doesn’t have long to live.

1/26/06 TAN REV. 111.

A298 INT. MEDICAL OFFICE WAITING & HERBAL ROOM - CONTINUOUS A298

Ethan searches a small cubicle.

He continues searching. Determined.

And he’s on the move again and out of the room.

She follows after her husband, baffled.

Ethan spots AN X-RAY MACHINE in the adjacent room. He quickly reaches and examines the machine. Flips the switch on a POWER BOX -- satisfied, he hands Julia a gun.

He slides behind the machine, pulls out the wires as Julia holds the gun with trepidation.

1/26/06 TAN REV. 111A.

Ethan SMASHES the control box, pulling out the wires as he very calmly explains:

His hands showing her hands what to do, he gives her the gun.

Ethan finds a bowl -- fighting through the pain -- he sets the bowl on the machine and places the wires in it. What’s he doing?!! Stumbling, he continues with Julia:

Ethan takes SALINE from the top of a cabinet, sending the TONGUE DEPRESSORS to the ground. He pours the water on the wires in the bowl.

He hits a switch. BAM! Sparks fly.

Ethan grabs the wires with both hands. He locks eyes with Julia.

He sits down, back against a cabinet.

1/26/06 TAN REV. 112.

She slowly walks back to the switch box.

Ethan puts the tongue depressors in his mouth as Julia reaches to throw the switch.

He takes the tongue depressors out of his mouth.

The depressors quickly go back in. Ethan braces himself.

JULIA FLIPS THE SWITCH ON -- A HEART STOPPING CURRENT OF ELECTRICITY COURSES THROUGH ETHAN -- HIS WHOLE BODY TENSES -- JULIA FLIPS THE SWITCH OFF -- ETHAN FALLS DEAD TO THE GROUND.

SUDDENLY, BULLETS RICOCHET ALL AROUND JULIA -- THE PURSUING GUARDS HAVE FOUND THEM IN THE CLINIC.

Julia SCREAMS, quickly takes cover, shielding Ethan. The gun accidentally goes off. She looks at Ethan, eyes dead. With her heart in her throat, she moves to the cabinet.

She looks around the corner, then slides up the wall, exposing herself. Scared as hell, she throws a bottle into the next room, flushing out the enemy. Nothing. Slides back down.

1/26/06 TAN REV. 113.

She sees a reflection, calculates the moment, stands and TRADES GUNFIRE -- Julia fights the tears but stays strong -- firing, losing bullets fast but managing to hit the ATTACKER -- she glances at Ethan, lying there, DEAD -- tears streaming, she backs into the room...

FAR BEHIND HER, ANOTHER FIGURE.

We want to scream out for her -- to warn her -- save her -- The tension builds as wooden floorboards creak, just as the man behind her COCKS HIS GUN, about to shoot, JULIA, in a fucking killer move, WHIPS AROUND, GUN DRAWN AND FIRES FOUR TIMES -- HITTING THE MAN SQUARE IN THE CHEST --

IT’S MUSGRAVE!

As he goes down, the Rabbit’s Foot rolls from the briefcase Musgrave was holding. A last attempt, Musgrave FIRES a wild shot into the air -- he lays back-- DEAD --

TIGHT ON JULIA, shocked at her own action -- hands shaking, barely able to breathe -- then: ETHAN.

In a frenzy, Julia straddles Ethan -- PUSHING on his chest with both hands -- trying desperately to revive him -- she COUNTS ‘one-two-three’ out loud...

But he lies there, eyes wide -- she pinches his nose and BREATHES into his mouth -- nothing -- PUSHES his chest again, driven, nothing on earth can stop her...

Ethan stares back at her through motionless eyes -- she starts POUNDING on his chest, manic, tears flowing --

She BREATHES into his mouth -- anger rising.

1/26/06 TAN REV. 114.

Ethan suddenly LURCHES bolt-upright, GASPS for air and grabs the gun on instinct -- SWIVELS, AIMING AT NO ONE, frenzied, life and reality crash back to him -- and she EMBRACES HIM in tears and relief.

Ethan lowers his gun, taking her in his arms -- she’s laughing, and crying, as she clings to him for dear life...

Ethan sees Musgrave, lying dead behind her.

And we PULL AWAY from them, two figures hugging on the floor surrounded by pharmacy debris...

299 OMIT 299

Our score RISING as Ethan, holding The Rabbit's Foot in one hand, turns down an ancient road with Julia, heading off together.

They cross a bridge revealing the small water village.

1/26/06 TAN REV. 115.

And as he continues to explain it all, their arms wrapped around each other, they walk off, the DIALOG FADING, the MUSIC RISING --

1/26/06 TAN REV. 116.

301 OMIT 301

1/26/06 TAN REV. 117.

JULIA sits in front of an IMF INVESTIGATOR:

Suddenly Ethan enters:

Ethan grabs the microphone on table.

Ethan kindly ushers her out of the room -- Julia turns to the men, smiles awkwardly:

***ALTERNATIVE*****(PREFERRED)*****

JULIA sits in front of an IMF INVESTIGATOR:

1/26/06 TAN REV. 117A.

MOVING with them through IMF headquarters -- everything to Julia’s still so new and interesting:

Suddenly Benji is there, walking fast, carrying files:

1/26/06 TAN REV. 117B.

And they arrive at Luther, Declan and Zhen:

1/26/06 TAN REV. 118.

Julia hugs Luther:

Ethan smiles, Julia AD LIB greets Declan and Zhen, as:

Ethan turns, sees Brassel. He then excuses himself from his gang and moves to him. He hasn’t had a good moment with this man yet... and there’s so much to say here.

A beat. Ethan takes it, opens it, reads the enclosed letter.

1/26/06 TAN REV. 119.

Brassel nods, gets it.

Ethan stares for a beat. Then:

And Brassel smiles.

Ethan considers.

Ethan turns -- moves to Julia -- Benji is there:

Benji mouths “CALL ME” to Julia as Ethan and Julia move off --

IMF erupts in applause and cheers -- we watch, from a distance, Ethan and Julia walk off -- and we FADE TO WHITE --

304 WHITE as blank as a page -- the quiet sound of WIND. Then304 SHUSHING -- and then TWO TINY SPECKS APPEAR -- SLOWLY DROPPING FROM TOP OF FRAME -- and you realize this is a MASSIVE LONG SHOT of pristine SNOW -- a STEEP MOUNTAIN and those specks are FIGURES -- we are:

1/26/06 TAN REV. 120.

It’s ETHAN AND JULIA -- heliboarding -- LONG LENS SHOTS CATCH THEM as they cut through the snow like they’re flying -- an exhilarating ride -- just the two of them, against the mountain, against the world -- Husband and wife, no more secrets.

And our FINAL SONG BEGINS, driving, pounding, lifting our spirits -- and as it SOARS, we...

CUT TO BLACK.