"TRON: LEGACY" (2010)

TRON LEGACY

Written by

Richard Jefferies

Electric-neon netherworld. Pulsing chromatics over jet black.

CONSTRUCTION CREW toils to complete a vast SWITCHING NEXUS. CYPER-TECH CREWMEN and MACHINERY branded "X-NET".

lattice of routers, refractors, reassemblers... New, unused data OPTIK HIGHWAY routes radiate from all sides, crossing cyberspace.

X-Net Tactical Corps troops (herein X-Takks) patrol every inch.

DATA "TRAIN" enters. Sliver of RED DATA ENERGY shunt off, shooting into RANDOM MEMORY BUFFER - geometrically perfect lattice of PLASMA BEAMS and WHITE HOT intersection points.

X-Takks notice, moving to investigate.

Red data "uploads" into solid form. A RED FIGURE. We see from the back - infrared strobing DISK, etched metallic detail, lethal EDGES -

Then slowly he - IT - turns. Hardly a face, only data- hungry eyes, riveted to a TASK -

TRON 2.0.

Seriously upgraded, over-clocked, armed for trouble. The friendly hero we once knew has been re-programmed into a ruthless cyber-ninja.

X-Takks search ten story gantries.

TRON springs into the lattice, dodging PLASMA BEAMS, avoiding detection. Slips into:

X-Takks on high alert.

TRON slips down main shaft, freezes, confirms data. Darts behind MAIN POWER SUPPLY.

Pulls his DISK. DISK opens, extends oscillating DATA KEY.

TRON inserts key in and ENCRYPTION PANEL. Circuits energize. Shockwave quakes system.

POWER SUPPLY OVERLOADS, SHORTING OUT.

X-Takks spot TRON.

POLICE POUNCE, FIRING.

Tron pulls hyper-disk off his back and HURLS IT -

DISK strikes cop, fries his circuits. Disk ricochets, brutally accurate, takes out three more Police -

TRON flips into the air - His DISK boomerangs straight for him. Certain death. But his timing is inhumanly accurate. DISK docks on his back midair, lands and bolts.

ALARMS WAIL -

POWER SUPPLY VERGES on MELTDOWN, CIRCUITS FRY, PLASMA SPEWS. X-NET CRISIS TEAM rushes in, inserts MASTER KEY. POWER SUPPLY STABILIZES. Catastrophe averted.

TRON flips away, chased by firing X-Takks -

Arriving on the scene - split-second response:

Elite team of X-NET SECURITY AGENTS, lead by:

TRON jumps down MAIN SHAFT - a thousand stories. Riding his DISK as a heat shield dodges X-Net fire, swerves into a DATA

CHANNEL -

RX23 and a pair of his AGENTS hop on PULSE RIDER vehicles, hotly pursuing TRON.

TRON PLUNGES onto a DATA HIGHWAY - speed out of NEXUS, hurls across cyberspace.

They speed onto the OPTIK HIGHWAY.

Broadband, light-speed OPTIK HIGHWAY. Empty, except for:

TRON - accelerating, escaping.

Rx23 and AGENTS catch up fast on Pulse Rider Vehicles.

TRON throws his disk. Blings off Agents - triggers CRASH. PLASMA BLAST rips open highway wall.

Rx23 emerges unscathed, pursuing.

TRON leaps out blast hole, recovers his disk, vanishes into

ANCIENT SYSTEM ZONE.

Rx23 roars after him, riding hard, joined by:

Airborne SEARCH ENGINE vehicle, piloted by a dumpy nerd program called KROD.

RX23 chases Tron into a dark canyon. Hairpin turns and blind curves. RX23 arrives a junction. Tron has vanished.

Rabbit warren of computer programmers in crisis mode.

A head shoots up from a cubicle. It's Rush Nortebi, 23, computer security expert. Real world version of the RX23 program. His cubicle is jammed with racks of vintage and bleeding-edge computer gear.

Dozens of programmers work feverishly to track the system intruder. Everybody's stumped. Dangling from desk lamps, the company toy: Conical pyramid with a square stuck on top, labeled "X-NET RULES!"

In the adjacent cubicle: Overweight ultra-nerd MILES RABBISH - real world version of cyberworld Krod.

Rush jockeys an old Apple LISA computer. On screen: a crude old vector graphics game grid.

A RED FIGURE steps appears the grid.

Programmers gather to watch Rush in action.

Vast, low-rez, uncool, largely forgotten.

TRON pulls a LIGHT WAND from his legging, grips it. A TURBO- CHARGED LIGHT-CYCLE rezzes up beneath him. He fires his LIGHTCYCLE. ZIP, he's gone.

Onto the grid blasts RX23, speeding on his Pulse rider. He skids and swerves, learning the funky surface.

Search Engine flies onto the scene, hovering overhead.

The chase is on.

TRON escapes across the vast grid-plane, head down, eyes hollow. He gains speed, retreating to somewhere...

RX23 surges on his Pulse Rider, closing the gap.

Rush gets the hang of this old game.

RED LIGHTCYCLE turns hard 90 degrees, Rush maneuvers to counter.

Co-workers lean over the cubicle walls from all sides:

Rush baits the RED LIGHTCYCLE. It anticipates his every move, goading him, tailing him.

Search Engine flies overhead - Krod locks on Tron.

RX23's Pulse Rider pulls the move, surges up beside red lightcycle.

Tron pulls away, baiting his opponent.

RUSH hits keys, jockeys mouse. Feeling good. Shifts drive status to: "TURBOJECT".

RX23's Pulse Rider SCREAMS, gaining on Tron. Neck- and-neck.

But Tron suddenly brakes, quitting the chase.

RX23 is puzzled. Looks forward. Eyes spring wide.

Rush's screen: His Pulse Rider speeds straight for the rocks.

Pulse Rider smashes into rocks, RX23 pulverizes to neon bits. Electro SHOCKWAVE sears across game grid. Search Engine freezes overhead, glitches and CRASHES like a blimp.

All goes white - snow crash.

Miles stares at his blank screen. Blinking. Every screen in the lab is blank.

All eyes land on Rush.

PRESS CREWS camp a block away.

X-Net PR TEAM preps a media extravaganza. Shirt logo: "X- NET = TOTAL DATA SECURITY" Banners, video projections, music.

X-NET PUBLIC RELATIONS VP leads entourage on a preview.

Staff defers to: GORDON SINCLAIR (45), boyish, ruthless, brilliant CEO of Encom Corporation.

He catches something on a video screen, snaps his fingers.

Crew murmurs on headsets. Promo video replays:

X-Net executives chill.

Eyes land on withering LEGAL VP.

Rush appears from a building. Signals Sinclair aside.

SINCLAIR goes pale.

Sprawling, big bucks, basketball hoop.

Sinclair enters, alone. Closes door. Uses a retinal scan ID to access his computer. Secure connection opens. As he speaks, text instantly appears:

Flashing circuitry, machine code bit-storm. We follow Sinclair's text message data stream

Min-blowing cyberspace fly-over.

DATA BEAM penetrates a towering shaft, reaching deep inside the MASSIVELY FORTIFIED X-NET CENTRAL SERVER.

LONE FIGURE stands clothed in flashy cyber-armor: Fluid photons, oozing high-rez circuitry.

It's PLEXOR, cyber-twin of real-world Sinclair.

He crosses into an round inner sanctum. DATA STREAM radiates from above.

PLEXOR stands in the center, pulls his DISK off his back, raises it above his head.

Data stream converges onto disk, becomes a tight RUBY RED COMMUNICATION BEAM.

Plexor's eyes decode transmission. Text races across his eyes: IDENTIFY THE INTRUDER.

INTERCUT WITH:

Other side of the link. Real-world Sinclair reads text as it appear on his office screen: IDENTITY NOT CAPTURED.

His text inputs. Answer comes: "Path untraceable"

Plexor processes the input - remains emotionless.

Text reply: "Resource allocation reconfiguration required. Estimated delay to X-Net construction: 46.4 hours."

Sinclair cuts off the contact, pressure mounting.

Ruby beam goes dark. Plexor lowers his disk. His eyes are cold, his confidence supreme.

Crisis management team assembles. Nervous X-Net Senior Staff.

Rush arrives late, out of breath, determined. Joins Phlegman and Kelter.

RUSH notices across the room: Brilliant, beautiful MEGAN RANDALL, his age. Her security ID: "LEVEL BLACK".

Kelter and Phlegman trade a look. Sure.

Sinclair storms in. Room falls silent.

Everybody looks at Rush.

CONTINUED: (2)

Chuckles around the room. Mood chills: Sinclair's not laughing.

Meg listens quietly. Studies Rush.

Minds ponder grimly. Finally, a lone VP rises. It's RUDY, the company Archivist.

He's got an obituary photo of FLYNN, Encom's legendary previous - and deceased - CEO.

Groans around the table. Execs rolls their eyes, disses Rudy's idea. Flynn has become a stale company joke.

Rudy sheepishly sits.

But Sinclair stops behind Rudy, eyes fixed on the photo of Flynn. An idea takes hold. He looks to Meg.

Confusion among execs. Nobody knows what a "QF-401" is. Not even Rush.

Meg's mind races.

Looks trade around the table. Meg slowly rises, indicating her choice.

She's singled out Rush.

Meg leads Sinclair and Rush to a SECURE ELEVATOR. Her retinal scan ID opens the door. They step in.

Rush drills a look at Meg, but she keeps it all business.

Out the elevator, Meg leads them into a maze of ultra-tech gear.

Amid sleek new equipment, there's a glass cabinet housing a CHARRED REMNANT of strange machinery.

Mega signals lab assistant DEWEY. He pokes buttons: A MASSIVE TECHNICAL DEVICE unfolds and boots up.

She opens a cage, places her LAB RAT (Jo-Jo) on a target stage. Dewey boots controls, presses commands. Beam array scans the rat into the computer, forming a 3D rat-image on screens, dematerializing the physical rat. Device revs down.

Rush runs his hand over the empty target stage.

Lab rat has vanished from the physical world. Its digitized image rotates on monitors.

Meg agrees. Rush gets a chill.

Rush views the charred remains in the glass case. Photos of the destroyed lab. Spooky evidence of a hellish death scene.

A last look at the charred remains of Flynn's machine.

She presses commands. Beams re-materialize the lab rat on the target stage. Jo-jo is as good as new.

She puts the rat in on her shoulder, feeds it a tidbit. Then she scrutinizes Rush.

Rush considers Meg, then turns to Sinclair.

Rush looks to Meg. She offers a reassuring nod.

Lab rat is perched happily on her shoulder.

Rush is awe-struck. Ready, willing, able. He shakes Sinclair's hand, sealing the deal.

Meg removes target stage, swings a custom TARGET CHAIR in place. Rush lowers in place. Meg buckles him in. Last chance for a private word:

Rush stares at here, in shock.

Meg breaks away, retreating to the controls with Sinclair. Rush's trails her with his eyes - he can't stop looking.

Meg initiates Quantum Digitizer sequence.

Rush watches PULSING CHROMATIC LIGHT build down the unit's column, coming toward him.

Plasma strobes CYAN/MAGENTA. Unit HUMS... Then GROANS WILDLY. Flashes randomize. Something's off balance -

Meg worries. Moves for the "abort" button.

Unit sparks. Ceramic components STRESS and CRACK.

Rush clenches his seat, terrified.

Sinclair sees: Monitor sounds company-wide alert: "X- NET BREECH! INTRUDER DETECTED!"

Sinclair pulls Meg's hand from the "abort" button and slams his hand on "DIGITIZE".

BEAM ARRAY scans Rush's body, reducing it to bits -

Meg worries -

Sinclair dives for cover -

PLASMA BALL engulfs Quantum Digitizer.

FINAL BITS of Rush scan away.

Plasma ball FRIES the unit. Breakers trip. Power fades.

Meg and Sinclair come up to find:

Quantum Digitizer: In a smoking heap.

Target chair: Empty.

Light-speed thrill-ride, hurling into digital chaos.

Rush's electrified body hurtles across the void, eyes filled with TERROR and AWE.

Shimmering bits morph into an awesome cyberscape.

Rush enters this bizarre world - CRASH/FLASH - stranger in a strange land. Data energy ZAPS off his body, interacting with the landscape circuitry around him. He fights it, tries to control it.

Rush stands, beholds the place. Looks at his hands and arms, clad in circuitry. He finds he had landed outside:

Fortress-like X-NET CENTRAL SERVER. ALARMS SOUNDING inside.

He turns, looks up a FIREWALL. Hundreds of X-Takk Troops hurry to look down. FIRING WEAPONS.

A FIGURE comes at him, down the wall, STREAKING RED.

BLAMMO!

TRON lands on a plateau above Rush, gazing down.

They face each other, equally perplexed.

Rush is no longer human, but not quite a program either. Energy zaps off his body, infusing the surrounding circuitry.

Tron stares, unblinking - Cyber-Ninja.

Rush's body circuits PULSE with anger - data surges out his feet, across floor circuitry, up to the plateau. Energy interacts with Tron's body circuits, siphoning off bits of code.

Code races across Rush's eyes. Identification data.

X-Takks hustle onto the scene.

Tron leaps off the plateau, cutting the data connection. He whips his disk off his back and THROWS.

Disk SLAMS Rush in the gut, knocks him flat.

X-Takks pursue Tron -

Tron recovers his disk - vanishes in an OUTBOUND DATA STREAM, losing his pursuers.

X-Takks pull Rush to his feet, shocked.

X-TAKK 1

RX23?!

VOICE RX23 reboot was not authorized!

Pushing through Police: A sleek, smart cyber-babe MEGA. (She's Meg's cyber-twin: Twice the edge, half the patience, all the curves.)

Rush is awed by the sight of her.

Mega and X-Takks look at him like he's crazy.

X-Takks move to seize Rush.

Mega touches Rush, exciting his energy flow. She reads data streaming in his eyes - TRON'S ID info.

Mega and X-Takks escort Rush across bridges, in security portals. Firewalls cool and part, allowing them to pass.

Down a grand corridor, past towering energy columns and throbbing green memory banks. They cross a bridge. View includes: Vast square concentric security rings surround a massive cubic POWER SUPPLY CORE.

Plexor toils over the latest security breech, failing to decipher recordings of the Intruder.

Rush is brought in buy Mega. He double-takes on Plexor, the cyber-twin of Sinclair.

Plexor steps closer, scanning Rush.

Plexor activates memory banks. Accesses archive files of the original low-rez Tron: So harmless, so many years ago. Bears little resemblance to the upgraded Tron.

Plexor and Mega trade a look.

Rush touches Plexor's command console, but his energy OVERLOADS the system -

X-Takks pull Rush away.

Rush considers his predicament.

Plexor looks to Mega.

Plexor processes. His eyes stream barcode data to X- Takks:

X-Takk Troops read Plexor's barcode command with their eyes.

They let go of Rush.

Plexor turns to Mega. Issues more barcode.

Mega exits with Rush. Plexor's gaze lingers on Rush.

Security PORTAL opens.

Ultra sleek STRAITHE vehicle glides out, accesses a shiny new, EMPTY X-NET DATA OPTIK HIGHWAY.

Mega at the controls. Rush rides, beholding the lightshow wonder of Cyberspace.

Mega scans data, gets a fix on "KROD".

Mega speeds along empty X-Net OPTIK HIGHWAY. Wide, secure, newly constructed. High above the tangle of chaotic, clogged

OLD DATA ARTERIES.

Mega pulls STRAITHE into:

Construction nearly complete. High security.

Mega leads Rush to secured encryption gates. Her eyes light with data, the gate opens.

Across a bridge: An old-network HUB CITY. Like Hong Kong in wilder days. Jammed with Programs, colorful data, loud data transfer screams.

He heads across, but Mega hesitates.

Mega grudgingly follows. Portal closes.

Electro-pop overload. Rush and Mega squeeze through crowds, past screaming data pipes and sizzling circuitry.

City is dominated by mugshots of TRON: "ENEMY OF THE FUTURE"

Mega locates a gleaming X-NET KIOSK. A PROMOTER (KROD) extoles the virtues of the X-Net system:

Crowd buzzes. They can't wait.

Rush approaches Krod. Looks like Miles Rabbish. There's a bizarre moment of recognition between them.

Krod smiles big at Mega, refers to Rush:

Rush pulls Krod aside.

He taps his head.

Rush thinks, touches a surface. Concentrates. Circuitry zaps from data coming off his hands. Connections illuminate, data races around walls and floors.

Programs stop what they're doing, amazed by the feat.

Mega is astonished - and privately worried.

Rush's data flow illuminates surfaces with images from HIS memory - the opening light cycle race.

Krod gawks at the image, but he's stumped.

Bingo.

Splat happens in Rush's memory image. All goes white.

Krod's points to another screen. "Wanted" image of Tron.

They slap high fives. Krod double-takes on Rush.

They head out. Krod falls in beside Mega, impressed by her.

Rush, Krod and Mega head deep into an obsolete, abandoned region of low-rez circuitry.

He spins. Rush and Mega aren't behind him. They've climbed inside a defunct I/O Port: Like a retro-tech temple.

Rush pulls his disk off his back, aims it skyward. Concentrates. Energy flows off his feet, interacts with the I/O Port floor.

RUBY COMMUNICATION BEAM shoots skyward.

Kelter and Phlegman report to Sinclair:

KELTER & PHLEGMAN Intruder attempted another break- in. We patched the firewall, but our manpower getting is maxed out.

Guys hustle out. Sinclair wheels, as Meg storms in.

Sinclair enters retinal ID. Text forms:

INTRUDER IDENTIFIED.

Meg hurries to the screen.

Text appears: I AM RUSH.

Her words transform into text.

Rush raises his disk, beaming data into the great unknown. Smiles as he downloads the response.

Mega and Krod watch nearby.

I/O PORT walls ZAP ENERGY, STRESSING Rush's CONNECTION -

Text appears: INTRUDER IS UPGRADED VERSION OF TRON.

Sinclair and Meg trade baffled looks.

Plexor oversees construction. X-Takk Commander points to something in the distance.

Beyond the horizon, the RUBY RED BEAM reaches to the heavens.

Plexor sees it, alarmed.

Text forms in magenta circuitry - GOOD WORK PARTNER.

Mega turns with alarm.

Walls THUNDER and CRASH IN -

Rush leaps clear with his disk -

ROMBALL loops skyward.

GIANT D-REZZ PROGRAM crashes down from above, retrieves ROMBALL - He's ENORMOUS, TOUGH, SINGLE-MINDED.

Sinclair and Meg hang on the broken transmission:

Words appear: END OF LINE.

D-Rezz screams like a modem, hurls ROMBALL -

Mega and Krod dive clear -

ROMBALL misses them, but BLAZES DOWN two more I/O Ports. D- rezz retrieves ROMBALL, bears down on Mega and Krod.

D-Rezz turns his ugly sights on Rush, baited away from Mega and Krod.

D-rezz flexes and ROARS, revealing an X-NET LOGO on his chest.

D-rezz corners Rush, hurls his ROMBALL - Ball fires every circuit in its path, bleaching away data energy.

Rush dodges -

Mega throws her disk, plings D-rezz on the skull. D- rezz turns on her -

Rush runs, LEAPS on D-Rezz's back. Like riding a gorilla -

D-Rezz flips Rush to the ground, pins him with one mighty hand, raises his ROMBALL for the kill.

Data flows from Rush's body, up D-Rezz's clamping arm. Radiant energy between predator and prey.

Digits race in D-rezz's eyes. A code unlocks. He looks down, finally registering the X-Net markings on Rush's outfit.

D-Rezz lets go of Rush, slumps back on his haunches. Lowers his head in shame.

RUSH rolls the BIG ROMBALL over: A peace offering.

Mega and Krod cautiously approach.

D-rezz hears this, happy to be understood. (He never talks.)

D-Rezz stands, clutches his ROMBALL. Reporting for duty.

D-rezz modem-growls at Krod.

Rush leads them up an incline.

They come to a spectacular vista of the OLD GAME GRID. Low resolution, uncool, largely forgotten.

Obsolete, abandoned computer game entry portal, guarding entry to the old game grid beyond. An electro-tech carnival zone gone dark. No life in sight... Then:

Beam of DATA ENERGY sling-shots at ground level, solidifying to become:

A slender, jumpy Program called I-BEEM. He wears the X-Net logo and a cracked disk on his back. He's highly unstable and way unplugged from the system (like one of those Japanese soldiers still fighting alone in the hills 10 years after WWII was over).

I-Beem sees something - he PANICS, zapping away in characteristic streaks of airborne data. He reassembles in a hiding place, skittish, observing:

Rush, Mega, Krod and D-Rezz arrive. See GIANT PILE of GAME VEHICLE PARTS blocking access to the grid.

Rush picks up an old LIGHT WAND. Krod finds one too.

D-Rezz hurls his Romball, ZAPS into VEHICLE PARTS. A dent.

D-rezz retrieves Romball for another whack -

ZAP - DATA ENERGY BEAM snaps in front of them, becoming I- Beem. He grips his rickety disk, challenging them.

Mega scans I-beem. He freaks, drops his disk, grabs for it.

D-Rezz raises his Romball to pulverize I-Beem.

I-Beem freaks, ZAPS away in his data beam as Romball crashes down. I-Beem reforms further way, then beside them - He snatches his pancake disk, the zaps away again, emerging then high on the pile of parts.

He kicks parts - avalanche fills the gap D-rezz blasted.

D-rezz cocks Romball. I-Beem freaks, sling-shots all over the place via his data beam, tossing his wobbly disk.

Rush catches I-Beem's disk. Holds off D-Rezz.

Mega throws Rush a look. I-beem comes up, grateful.

Data zags to Rush, forming into: I-Beem. Wide-eyed.

Rush trades looks with Mega, Krod and D-Rezz. Trail is hot.

I-Beem stiffens, reflexively vigilant. He scans the four of them again, finally softening. He zaps to a wall near his giant barrier, then proudly pushes aside a thin panel. Beyond a corridor of game gear, view expanses to reveal:

Rush steps across the vast vector-graphic grid surface.

Eerie. Quiet. Pure.

Mega, I-Beem, Krod and D-rezz follow.

Rush kneels, touches grid lines. Circuits energize, as his energy surges in all directions. He draws in data.

Krod's eyes flash data to I-Beem and D-rezz. "Tr165444.018".

D-Rezz nods, palming his Romball.

D-rezz grips Romball, grunts affirmation. He and I-beem head for the perimeter of the grid.

Rush unsheathes his LIGHT WAND.

Krod pulls out his own LIGHT WAND.

They both look at Mega.

She's got no light wand.

Krod holds his light wand forward, activates it. LIGHT CYCLE up-rezzes under him. He revs it, ready to go.

Rush activates his light wand. LIGHT CYCLE up-rezzes under him, with a special two tier seat for a second rider.

Mega considers. There's more on her mind she's not talking about. She smiles at Rush, climbs on back of his light cycle.

A nod between Rush and Rush - they TAKE OFF.

LIGHT CYCLES shoot across grid surface.

Mega screams and clutches Rush, throwing her body against his, clamping her arms around him.

Krod and Rush turn 90 degrees, rallying, passing each other, getting warmed up. It's familiar territory.

Light cycles race toward each other on the same line.

Mega holds Rush tight, eyes filling with terror.

But Krod and Rush slow their light cycles with expert skill, rolling safely to a halt, nose-to-nose. Directly over:

A BIG RED DOT. The only dot on the grid.

Grid Center.

Mega, Rush and Krod raise up to scan the horizon. It's all clear flat grid to the horizon.

They watch, wait, pivot.

D-rezz and I-beem search grid edge, along the rocky boundary. I-beem zaps himself further along, finding:

Glowing code numbers mark the end of each grid line.

D-rezz grunts, points. One lights up "Tr165444.018"

They follow the line off the grid, where it leads into a narrow rocky pass.

Rush, Mega and Krod wait on their light cycles.

SPECK moves on the horizon, turns a corner, stays on the horizon. Another corner. It's a light cycle, making a huge box around them.

Lightcycle turns toward them, coming fast.

Mega hugs Rush.

They SPEED AWAY.

Approaching cycle comes at 90 degree angle, turns hard, closes the distance.

It's TRON. Heartless eyes, ruthless moves.

Rush turns quick, baiting Tron. Tron turns to follow, coming alongside.

Krod runs interference, cuts sharp in front of Tron.

It's a high-stakes speed-chase, narrowly missing side walls and rock outcroppings.

I-beem zaps onto the grid, tracks horizon dots.

He zaps back to the edge, signals upward. D-rezz straddles the rock passage above, ready to hurl his Romball.

Tron takes the lead in a three-way heat. Revs to breath- taking speed.

Rush and Krod gain, coming up on either side of Tron.

Tron looks to each opponent. His eyes lock on Mega.

Mega stares into Tron's cold eyes, almost like she's trying to signal him. But Tron returns his gaze forward, as the ROCKY EDGE looms closer.

Rush kicks in a hyper-burner, surging forward. Krod does the same. Tron responds with more speed.

Rush and Krod have Tron sandwiched, heading for the rock edge. Tron pulls ahead, aiming for the hidden crevasse.

Mega worries. Clings to Rush.

D-rezz, astride the crevasse, sees light cycles speeding his way. He's got the Rom-ball poised to intercept Tron.

I-beem de-rezzes into the grid, clearing the path.

Rush and Krod taunt Tron into the trap...

But, out of nowhere, Mega reaches to Rush's handlebars and turns 90 degrees too soon.

Tron sees the bail-out, knows something's wrong. He looks ahead, sees D-rezz astride his crevasse escape root, rom- ball poised in the air.

Tron bails out 90 degrees, cutting behind Krod. Krod turns twice, ending up in Tron's lane.

To the side, Rush's light cycle screams toward solid rock, vibrating out of control.

Rush grabs Mega and JUMPS OFF. They slide on the grid, holding each other.

Krod's lightcycle heads for the rock escape passage.

Rush and Mega slide to a halt, in time to see:

Their light cycle SMASHES rocks, explodes in a million bits.

Krod shoots gap. D-rezz is ready to smash him with his Romball.

D-rezz makes mental switch, hurls Romball.

Romball bounces down solid rock, onto game grid, rolls with ferocious speed, DIAGONALLY across the grid.

Romball curves to track Tron - like a great bowling shot.

Romball clips rear wheel of Tron's lightcycle. Lightcycle vaporizes. Tron skids and tumbles.

I-beem zaps beside Rush and Mega. Krod and D-rezz join them.

Tron climbs over rocks, escaping through a TUNNEL.

WHOOSH! Electro-fire Romball careens across grid, bearing down on them.

Group DIVES CLEAR.

D-rezz swings in a foot, stopping the Romball - inches short of mowing down Krod.

He strobes, freezes, hits the deck.

Stalking their prey: Rush, Krod, I-beem and D-rezz.

Ahead, vast old circuitry has been "eaten through" by dull throbbing greenish MEMORY LEAKAGE. Paths of unaffected material are narrow and maze-like.

D-rezz grunts.

Krod turns to head home.

D-rezz steps forward, then I-Beem. Shamed, Krod joins them. Finally, Mega makes it unanimous.

I-beem and D-rezz buddy up and depart on a recon mission.

Krod pulls off his disk, nervously practices boomerang throws.

Rush pulls the disk off his own back. He throws - disk flies wild - he runs to retrieve it.

Mega retreats to a side area, partially eroded by memory leakage. She finds the remnants of COM CIRCUITRY and stares data beams into its transducer.

INTERCUT WITH:

Plexor's vehicle circuitry forms image of Mega.

Around a corner, Rush comes to retrieve his disk. He pauses to eavesdrop on Mega's communication:

Rush listens, hurt and angry.

Circuits go dark. Mega turns, running smack into:

Angry silence. Eyes locked.

She moves to exit past him. He snags her arm, pulls her back and KISSES HER.

Energy ZAPS between them, racing through their body circuits.

Rush downloads the spiky sensation. Mega remains cold and bewildered.

Outside, Krod tosses his disk, moving to track as it arcs through the air. He notices Rush and Mega kissing. Digs it vicariously.

His disk clunks him on the head.

Mega breaks the kiss, backing off, conflicted. Arcs of energy stretch between them, then snap loose.

Mega tries to ignore the kiss. She exits past the guys.

Rush, Krod and Mega hurry to see:

I-beem zap-zap-zaps toward them, scared to death -

Rush stows his disk on his back -

Eaten away by memory leaks, like swiss cheese.

Rush, Mega, Krod follow I-beem along narrow paths of unaffected material.

Krod trips, his LIGHT WAND tumbles and skates into memory leakage. It FRIES and de-rezzes, sucked into the molten silicon swamp.

Sounds like a modem, but it's a BATTLE-CRY.

Rush comes to a point above - and cut off from - the fight.

D-rezz advances along a narrow gantry, spinning his Romball, ready to hurl at:

TRON.

Tron flips over memory leakage, gains position and throws his disk -

Disk HITS D-rezz. Plasma-ball GASH, but D-rezz is tough. He takes the damage, cocks his Romball -

Rush darts down to help D-rezz. Mega, Rush hurry ahead. I- beem zaps, zags and reforms, scared out of his mind.

D-rezz hurls his Romball -

Romball pings off two walls, comes at Tron from behind.

Tron spins - milliseconds to spare - and flips clear. Retrieves his disk on the way down.

Romball slams off a wall, heads back to D-rezz, but Tron's disk HITS IT, knocking it off course.

D-rezz dives for ROMBALL - but it falls into the memory leak and FRIES TO BITS.

Tron plants for a clear shot at D-rezz.

Rush JUMPS down from above, right in front of D-rezz.

His ankle. He straightens, standing in front of D-rezz.

Lays eyes on Tron.

D-rezz is twice as big as either of them.

Tron's eyes are cold, lifeless, calculating. Scanning his new opponent without success.

Rush pulls his disk off his back, poised for a duel.

Tron moves with calculation, grips his hyper-etched disk. Circling his prey.

Throws again -

BRRANGG -

Rush DUCKS -

Tron's disk slams D-rezz. D-rezz tries to catch the disk, but he's just too slow.

Rush throws his disk. Beginner's luck - it banks off a wall and nearly smacks Tron. Rush snags it on the way back, before it tumbles into memory leakage.

Tron jumps up two levels. Retrieves his disk.

D-rezz hoists Rush up. Fingers grab upper deck.

Tron jockeys for position. Throws disk -

Disk strikes D-rezz in the ribs. Blast damage.

D-rezz loses footing.

Rush grabs upper level.

D-rezz slips toward memory leakage.

Rush grabs D-rezz's hand - he weighs a ton.

Mega, Krod and I-beem can't get here to help -

But D-rezz's big hand slips out of Rush's.

D-rezz PLUMMETS into memory leakage, zapping away in a blaze of glory -

He comes to his feet, facing Tron. Determined.

Tron pauses. Processes.

Tron glitches at the question.

Tron throws his disk.

Rush dodges. He sends waves of data energy through floor circuits, reaching into Tron's body.

Tron's body animates painfully, as the first three code digits click into place.

Tron FLIPS away, breaking contact with floor. Data transfer stops. Tron steals away through a tunnel.

Rush pursues.

Krod, Mega and I-beem clamber for a way to follow.

Circular, riddled with memory leaks.

Rush hurries to the center. No sign of Tron.

-

Rush sends data coursing into floor circuits. It radiates up walls, across bridges... And finds TRON in hiding.

Data races into Tron's body. Six code numbers engage; he glitches. He LEAPS to breaks the contact, flinging his disk -

Tron's disk SLAMS Rush. Rush tumbles off a ledge, dangling over a memory leak.

Tron pounces in. Snags his disk.

Tron steps on Rush's hand. Pain energy jolts Rush's circuits.

Rush slips, grabs a slim protrusion. Feet zapping an inch from the memory leakage.

Tron throws his disk for a final time. It arcs wide, coming around directly at Rush.

Tron leans down, gazing into Rush's eyes.

RUSH (CONT’D)

Burst of SEARING DATA surges off Rush's hands, radiating up circuitry, loading into Tron's body. All nine code numbers LOCK in.

Tron's body seizes. He fights the data intrusion, but his circuits sequentially SHUT DOWN.

Tron's airborne disk wobbles and darkens.

Tron tumbles off the edge, plummets past Rush.

Disk misses Rush, skates into darkness.

Mega, Krod and I-beem hurry in and see:

Rush, climbing to safety.

And below: Tron's body slips into the memory leakage, zapping away to bits.

But Mega looks dreadfully worried. She slips away...

Krod and I-beem climb down and help Rush to his feet.

Rush gazes off the precipice. Remains of Tron is consumed by the swamp of memory leakage.

Krod slams him, makes him stop.

Rush looks around.

Rush searches. He finds Tron's disk, picks it up. It's dark and lifeless, circuits gray.

SOUNDS echo around them. Coming fast. Electro- metallic footsteps.

Rush, Krod and I-beem bunch together and pivot.

Black-clad FINITY FIGHTERS appear, blocking all exits. Disks ready for attack.

Rush double-takes on faces among them: QUANTZ, tall silent, hardcore (looks like real-world Phlegman) And BOOLE, rotund, seen it all (like real-world Kelter).

But I-beem freezes, terrified. Fighters tighten perimeter.

A hush. Footsteps. Clunk-zap... Clunk-zap.

Rush and Krod turn. Fighters defer to:

A DARK FIGURE, limping forward, one leg badly deformed by data corruption.

Rush is surprised, then pleased. Somebody finally gets it.

Figure's circuitry lights. Finally, we see the face...

It is FLYNN.

I-beem panics, zaps away in an energy beam. He reforms further along for a "breath", then zaps further away. Three FINITY FIGHTERS chase him.

Rush is amazed to find him self in the presence of Encom's former leader.

Flynn comes closer, recognizing Rush.

They are equally dumbfounded.

Fighters step aside, Mega enters, furious at Rush.

Mega and Rush ooze mutual contempt. Rush turns on Flynn.

Flynn yanks Tron's disk from Rush, peers over the precipice. Below, the last of Tron is consumed by memory leakage.

Flynn ponders Tron's lifeless disk. He falters on his bad leg. Mega throws an arm around to help him stand. Melancholy energy courses between them.

They know each other well.

Rush registers jealousy, but larger concerns prevail:

Flynn studies Rush, anger rising.

He indicates his deformed leg. Mega, Krod and the others listen with awed bewilderment. These two guys speak of a world unknown to them.

Malicious grumbles from Fighters.

Three Fighters return from the I-beem pursuit. Empty- handed.

Flynn scowls at Rush. Sin number two. Flynn slips Tron's dead disk in a special case.

Energy zaps across grid, forming into I-beem. He's on the run, de-rezzing, zapping, reforming, bolting for:

I-beem de-rezzes, reforms, zaps himself toward the nearest X- Net OPTIK HIGHWAY.

Fighters thread secret buffers and gates. Flynn carries Tron's disk, helped along by Mega.

Rush and Krod are held prisoner, prodded by Quantz and Boole.

They cross a DATA BRIDGE, drawn to the sounds of SHREIKING PANIC.

Vast, retro, multi-level. Diverse and beautiful energy flows. Circular architecture.

Flynn, Mega, Rush, Krod and Fighters come to a stunning view: GLEAMING NEW X-NET DATA OPTIK HIGHWAY is being constructed right through the heart of the city.

City descends into panic. X-Takk Troops evict Programs, seize prisoners and mercilessly hunt down resistors.

X-Net Construction Crews build the Optik Highway with relentless precision, blasting aside the old city's splendid structures.

X-Takk Troops storm closer - by the hundreds.

He leads them down a secret portal, into:

Group moves along a catwalk, coming to a view of:

X-Takks herd Captured Resistor Programs, lining them up for execution.

A Kid Program runs to this Captured Father Program.

X-Takks haul Kid Program clear, then BLAST the Captives with de-rezz weapons. Captives glitch, thrash and expire.

Like any other day. Except a high-rise building's lights flicker off. A subway escalator stops. A traffic light turns red on both sides. Cars honk, tempers flare.

A TV store: All TVs in the window flip to one channel, which happens to be running a commercial for X-Net - theme: Total Data Security".

X-Takk Troops line up more Captive Programs.

X-Takk troops blast Captive Programs.

ATM machine goes berserk.

Block full of Pedestrians suddenly - and simultaneously - can't get their cell phones to work.

GPS navigation system map flips around.

SUV Driver panics, pulls a hard turn and SMASHES a BUS.

X-Takks hear Rush's shouts. An overwhelming force.

Flynn and Mega shove Rush into a tunnel, closing the portal -

Flynn hastens their journey.

Mega, Boole and Quantz move along, shoving Krod and Rush.

Flynn turns on Rush - one of Sinclair's cards.

He glances at Mega, then shoves Rush along.

Flynn, Mega, Fighters bring Rush and Krod into the clandestine Fighter base. Like a wartime casualty center, with corrupted Fighter Programs lining corridors.

They arrive at a laser-barred JAIL BLOCK, where a dozen BIG X-Takk Troops are held prisoner.

Flynn and Mega turn to go. Boole and Quantz use PROD LANCES to herd Rush and Krod.

Flynn pauses. Rush speaks low, so X-Net Captives can't hear.

Flynn puzzles over Rush.

Mega circles Rush, scanning his circuits.

Rush points a finger at Mega - BOLT of ATTRACTION ENERGY shoots off his finger, ZAPS her on the nose.

Mega's circuits OVERLOAD, she flies back -

Rush, startled, looks at his finger.

Fighters muscle Rush and Krod away.

Flynn holds Mega, anger re-ignited.

Fighters toss Rush and Krod in the JAIL BLOCK with the BIG X- TAKK soldiers. Does finger-signs, body circuit language.

Rush peers out of his cage, watching Mega go. She turns for a final scowl, then exits.

X-Takk Troops sound alert.

Outside the main portal, energy zaps and splinters above ground circuits, collecting to become:

I-beem, reforming, running, stumbling. Some body parts out of sync, catching up.

Breathless, he loses count. Zaps beside himself. Again:

I-BEEM

Portal opens.

X-Takk Troops trade looks, impressed.

Plexor hardens.

Plexor's circuitry strobes in dark troubled hues. An image appears on his archive screen: Flynn.

Plexor processes - his cranial circuits burn deep amber.

Plexor turns to I-beem, grateful. Removes I-beem's flimsy broken disk, studies it gently.

Plexor energizes a REWARD PORTAL. Shimmering golden light beckons I-beem. He eagerly enters - and gets ZAPPED. I- beem emerges out the other side, a zombie-like X-Net Drone, joining a security crew.

Plexor enters, raises his disk. RUBY RED BEAM connects.

Sinclair paces amid a buzz of manic activity. TVs show news of escalating global data crashes. In comes a MARKETING VP.

Sinclair absorbs his good fortune. Smirks.

Execs cheer, trade high-fives.

Sinclair notices a blip on his private data screen.

The office clears, doors shut. Sinclair, alone now, interacts with his screen.

Text: INTRUDER HAS BEEN ELIMINATED.

But: THERE REMAINS AN AREA OF UNCERTAINTY.

INTERCUTS WITH:

Sinclair reads the text, blind-sided. Sees a photo of Flynn.

Sinclair ponders the unimaginable.

Sinclair peers at the screen text, agitation growing. A news article pops up, recounting the lab accident and Flynn's "death". X-Net launch countdown ticks.

Sinclair mulls for two seconds, then:

Rush and Krod get chummy with cell-mate X-Takks. They mock- fight together, getting insider tips.

Indicates a CIRCUIT NEXUS on his lower SPINE.

Krod twists around, playing with his spinal nexus.

Pull back to see:

Flynn secretly observes Rush. Pondering. Boole arrives behind him.

They head upstairs.

Flynn reviews Fighter training. Troops throw disks, battle in pairs, repair weapons, tweak armor circuitry.

Flynn carries Tron's dark disk, contemplating it. He moves past a line-up of his finest Fighters.

He holds up Tron's disk.

All Fighters take a step forward.

All stand firm.

Flynn lays Tron's disk in the first Fighter's hands. Fighter summons his will, causing the disk to glow faintly. But it soon goes dark again.

Next Fighter holds the disk, bearing down, animating the circuits... But he buckles and the disk falls dims.

Mega worries: One-by-one, Fighters fail to power Tron's disk. Flynn reaches the end of the line.

Mega puts her hands out to receive the disk.

Flynn hesitates, then hands her Tron's disk.

Mega clenches it, concentrating deeply. Her energy infuses the disk, animating its circuits stronger than anyone.

Bur soon, her eyes strobe, her body circuits overload.

She lets go. Tron's disk thunks the floor, goes dark.

Mega hardens her resolve.

Other Fighters chime in, but they don't know what to do.

A FIGHTER SENTRY dashes in.

Rush, Krod and X-Tekk Prisoners heard COMMOTION in the main hideout area above.

Phalanx of X-NET SECURITY CRUISERS moves in, mashing circuitry - X-TEKK TROOPS rowst Civilian Programs.

Plexor commands LEAD CRUISER.

CRUISERS with X-Takks split in several directions.

X-Takk Squads crash fleeing programs.

CRUISERS with X-Takk Troops ravage grid, moving into:

X-Net CRUISERS crash through. ASSEMBLER UNITS spew freshly programmed BRIDGES over memory leak swamps. X-Takk troops hustle deeper.

X-Takks storm in. Specialized units scan memory leaks, detect code fragments - schematic images of Tron.

Plexor surveys the place.

Plexor activates a Q-MINATOR. Device emits a PLANE of coherent pulsing energy, which scans the area, illuminates the RACING DATA BIT PATTERNS within all circuits, programs and surfaces. (An x-ray-like device that reveals all computer machine code underlying every cyberspace object.)

A trail of code BURNS HOT NEON GREEN.

X-Net Cruisers crash the city. Programs scatter.

Plexor commands Lead Cruiser, sweeps Q-MINATOR. Running Civilian Programs are rendered "naked" by the beam, bodies revealed as volumes of buzzing data bits "1010011101010110..."

Cruisers deploy DE-REZZ BEAMS, slicing open structures.

Flashing bitstorm, screaming Civilian Programs - The wrath of X-Net is unleashed upon the city.

CRASH!

Walls slice and crumble -

X-NET CRUISERS blast their way in, coming to a stop in precise formation.

Plexor emerges from Lead Cruiser.

Stops. Looks.

The place is empty.

Not a fighter in sight.

Plexor and X-Takks hustle down, finding:

Rush, Krod and the X-Takk Prisoners, behind bars.

X-Takk Specialists hack the system, power down jail bars. Prisoners step forth and retrieve their impounded disks.

Rush and Krod notice: Behind Plexor and his Soldiers, BOOLE, QUANTZ and FINITY FIGHTERS move into position. They signal Rush and Krod not to blow their cover. Rush makes Krod comply. An ambush is ready to spring.

X-Takk Prisoners are confused.

Fighters POUNCE, throwing disks -

Rush grabs a PROD LANCE, nails two X-Takks on their spinal nexus. They go down hard.

Plexor hurls an ENERGY BALL - Rush DUCKS, grazed by its FRACTAL comet trail.

Fighters beat back Plexor. His concerns shift. He ducks into an ascension shaft -

Rush and Krod are left fighting back-to-back, out-manned three-to-one.

Plexor races upward, but is blocked by a unit of Fighters.

Plexor pulls off his special TRIANGULAR DEATH DISK - FLINGS it. Disk ricochets off three Fighters, knocking them out. Another lethal fling and the remains Fighters fall.

Plexor retrieves his death-disk with heart-stopping accuracy, darts into:

X-Takk Troops react, bolting for their Cruisers.

Floor circuits ACTIVATE - X-Takks ZAP and FREEZE.

Fighters appear from all directions.

Disks fly -

X-Takks wield stout MAZER weapons -

Even the corrupted Fighter Programs pitch in, working in clever teams, chipping away at Plexor's forces.

But X-Takks have tougher armor and more awesome weapons.

X-Takk Mazer cuts down Fighters by the dozen, leaving them corrupted or shut down.

UPPER LEVEL:

Flynn struggles to help wounded Fighters - He captures a Mazer and uses it against X-Takks... But Flynn can't move well on his bad leg. He watches his troops getting trounced.

ZAP! A Mazer blast strikes Flynn's bad leg.

Mega appears, throws her disk with deadly accuracy. The offending X-Takk Soldier crashes. Millions of bits spray over main arena - fractal fireworks.

Mega grabs Flynn from falling. They make for a bridge.

Flynn slaps a wall panel. Trigger circuit activates, surging down into...

...Circuit energizes a sector of floor circuits, which overload and BLAZE - frying twenty X-Takks.

Rush and Krod use puny PROD LANCES against fearsome X- Takks...

Rush charges an X-Takk dude, Krod gets cornered by another. Rush dodges his death blow, spine-zapping his foe... Krod prepares to die, as X-Takk Bully pins him with a Mazer and squeezes the trigger.

X-Takk Bully seizes, freezes, crashes. Mazer barrel falls away from Krod - he's lucky to be alive. Rush stows Zap Wand, grabs Mazer and yanks Krod to his feet.

Boole and Quantz sweep past, gathering Rush and Krod into their unit. They charge up the ascension shaft.

Plexor hurls DEATH DISK, takes out Fighters.

He spins, looks up: Glimpses Flynn and Mega running along a ledge. He heads after them, working his way upward.

Rush and Krod emerge behind an X-Takk Cruiser. They knock out two X-Takk Soldiers, steal their MAZER WEAPONS.

Fighter Specialists hustle in, attach ENCRYPTION PODS to the Cruiser. Data meltdown radiates from the key, "burning" through the Cruiser like paper.

Cruiser implodes.

Rush spots Plexor heading to upper levels. He pursues.

Flynn and Mega help corrupted Fighters toward the bridge.

WHAM!

A wounded Fighter is struck down. Triangular DEATH DISK swings wide, takes out another, then the last...

Mega and Flynn spin to see:

Plexor steps forward, retrieving his Death Disk. Blocking their exit.

Instead, she shields Flynn's body.

Sinclair's circuits snap with rage.

Plexor brings back his DEATH DISK.

In the shadows: Rush, creeping along the periphery, gaining position on Plexor.

Plexor readies his disk to FIRE -

He pivots, hurls Death Disk at Rush.

Rush dives clear, sends his data energy into surrounding circuits. Circuits activate around Plexor, surging PAIN DATA into his body.

But Plexor resists Rush's data infusion, freezing the circuits around his feet. Cutting off the flow.

Death Disk slices walls, arcing back toward Plexor -

Rush LEAPS at Plexor.

BLANG!

Plexor is solid-state, like a cast iron statue. Rush flips airborne, goes down hard.

Plexor considers Rush, astonished by his audacity.

It's a millisecond's distraction - Death Disk returns to Plexor's hand, but swings wide and GRAZES his ARM, leaving a swath of painful CORRUPTION.

X-Takks hustle in with hefty NEGABYTE BLASTERS.

Flynn, Mega and Flynn dash across the bridge.

NEGABYTE BEAMS slice walls, erasing all data in their path. Rush, Flynn and Mega dive into a tunnel, escaping by inches.

Rush, Mega and Flynn, pursued, rendezvous with Krod, Boole and Quantz.

Rush helps Krod, Quantz and Boole into a data pipe. One by one, they WHIRL away in the flow of chromatic data.

Flynn and Mega have a breathless moment to consider Rush.

Mega struggles to compute.

Rush turns to help Flynn down the pipe. Mega assists. Flynn's wounded leg gives out, he slips. Rush holds him, but loses his balance, slides down.

But she hesitates -

VELCRONIC BEAMS snag her from behind - pulling her back onto the ledge.

Rush tumbles down the flume, glancing back to see:

Mega, hauled away by X-Takk Troops.

Fighters, Krod, Rush and Flynn surf down the data WHIRL, accelerating away from the hot zone.

X-Takks jump in after them, but are all swallowed by the flow - gone.

Bashed and ruined, littered with fallen Fighters.

Plexor nurses his injured arm, commanding the mop-up.

X-Takks bring Mega to their leader.

Mega stands defiant.

Plexor regards her sternly. Extends his hand to her shoulder, cupping the back of her neck.

DATA ENERGY SURGES from his eyes, flushing her body circuits. She fights intensifying input, but soon weakens. She glitches and shuts down, falling into the arms of X- Takks.

Flynn leads the way, surfing the chromatic hyper-speed flow with Quantz and Boole.

Rush and Krod struggle to master the technique, rolling, slipping, recovering, grabbing each other.

Boole surfs around them, heading into a squirrely curve.

Krod swings high, out of control. Dumps in front of Rush, who flips him upright.

Rush and Krod swerve and gathers speed, shooting past Quantz, Boole and Flynn - pivoting to surf BACKWARDS!

Rush flips up and surfs on his hands. Krod attempts to match the move.

Rush and Krod crane around to see:

DATA PIPE spills into a massive DATA FLUME.

RUSH & KROD

AHHHHHHHH!

Rush and Krod plummet into surging hot data, out of control.

Flynn and Fighters expertly surf huge waves.

Flynn, Boole and Quantz drag Rush and Krod from data shallows. Everyone's circuits are hot and overloaded.

They let him go him go. Krod glitches, collapses.

Rush gets to his feet, head spinning.

Flynn sizes up his new convert.

Boole, Quantz and Krod are confused, but Flynn gets it.

Flynn accepts a handshake from Rush.

Group sets out across a vast region of unpowered circuitry.

Hordes of Captured Programs are lined up for termination. Among them: Wounded Fighters from the hide-out raid.

They move close, holding each other. X-Takks FIRE. De- rezz beams zap them to bits.

Computer Users react with frustration, as their programs crash (Users correspond in appearance to the Programs who just got zapped.)

Web ads sell the virtues of X-Net.

Fire sprinklers fire off for no reason. Workers rush away, sprayed from above. Assembly line full of partially- assembled video recorders get dowsed with water.

Pilots react: Navigational instruments glitch and fail.

X-Net sales rise higher, as TV news grows bleaker.

Sinclair is distracted by a data file: News stories about the death of Flynn. The laboratory "accident".

Plexor. Lording over the grand-scale construction. Sterile design, sleek lines, enormous capacity.

X-Net Drone Workers assemble beams, girders, circuitry.

X-Net OPTIK HIGHWAY NETWORK blasts through old systems and extends across cyberspace with alarming speed.

X-NET BUILDER BOSS

On schedule.

Plexor boards his Cruiser, which SPEEDS onto a completed stretch of X-Net OPTIK HIGHWAY. He's the only vehicle in sight, hogging a thousand brand-new lanes of data expressway.

Plexor accelerates, relishing the thrill of unchecked power -

Plexor's Cruiser speeds through a new, as-yet unused X-Net switching station. It's heavily secured. X-Takk troops defer to their supreme leader.

Plexor veers onto a proprietary side-route, bound for:

Firewall apertures cool, anticipating Plexor's arrival.

Encryption portal opens.

Plexor's Cruiser glides in.

Portal closes.

Firewalls reactivate, blazing red-hot, sealing the fortress.

Towering corridors. Powerful armored X-Takk Guards stand in pairs at every portal, corner and column.

Plexor strides past, steps into a special GATE. Data beams react with his circuitry. Encryption key resolves.

Gate opens.

Plexor strides across the spare, sleek space.

On a slab lies Mega, radiated from above by READER BEAMS.

Plexor considers her glowing body circuits. Studies emerging data patterns.

Satisfied, he halts the process. Beams go dark.

Mega awakens, sits up. She sees the device, then Plexor.

Her eyes lock on him. He is satisfied.

She steps down. They walk out of the chamber.

They pass through the gate, arrive in the corridor.

They lock gazes. Barcode data surges between them.

With a smirk and a final jolt of data, Plexor leaves her.

Plexor crosses into his inner sanctum. Raises his disk, initiates RUBY BEAM link with Sinclair.

Mega appears on a balcony above, in the shadows, secretly observing Plexor.

Howling, barren, dim. Circuitry left unpowered for eons.

Rush and Krod follow Flynn and Fighters, into treacherous canyons, across vast planes.

Rush hears something and pulls the group behind cover.

Three massive X-NET X-PORTER VEHICLES rumble by. Imprisoned in the rear are hundreds of Programs. Cruisers blast a path through mountains and speed away.

From another direction appear two Code Monkey Programs.

They head down into:

Deteriorating silicon lattice. Flynn, Rush, Krod and Fighters arrive to a meager encampment.

A buzz of hope penetrates gloom. Nobody has defected from Plexor before.

In a make-shift lab, CODE MONKEYS demonstrate, working at mind-boggling speed, assembling a small intricate HOLOGON DEVICE (conical pyramid-shaped encryption key).

Heads shake somberly.

Flynn falters on his bad leg. Quantz and Boole support him.

Rush approaches Code monkeys as they toil blur-speed, trying to fit the final code piece - a flat square. Pyramidal HOLOGON looks exactly like the X-Net desk toy we saw in Rush's cubicle.

Rush sees: Compilers try to fit the square inside the pyramid.

Code Monkeys place the square on top of the pyramid.

Bingo.

Square spins into a circle, latches and LIGHTS the entire Hologon lattice. Intricate 3D code patterns ANIMATES.

All eyes on Flynn. Rush's naivete has ignited false hope in the Fighters.

Flynn forces a smile.

Sinclair comes off the secured elevator, finds Meg and Dewey at work on Quantum Digitizer.

He shoots a look and exits.

Compiler Crews work at megahertz speed. OPTIK HIGHWAYS extend and converge. Switching stations assemble. Crews shift to new assignments.

Pull wide to see dismal ground below. Dark zone, emitting woeful blips of random energy.

Pillars descend from X-Net crews above and SMASH into the old silicon, planting themselves deep and impervious.

Rush stands on a vista point, aghast as X-Net construction dominates the landscape.

Flynn sits nearby, trying to patch his corrupted leg.

He looks at Krod, Boole, Quantz and Code Monkeys in the distance, preparing for battle.

Flynn lays a somber gaze on his eager Fighters.

Flynn removes a cover-plate from his leg, trying to hide the damage from Rush. Suspicious, Rush pulls the plate aside.

Flynn's data corruption has worsened. His leg throbs with the drab glow of irreversible MEMORY DRAIN.

Flynn looks at his leg. Then at Rush.

It sinks in. Wow.

Krod and Fighters approach.

He takes up Tron's dark disk.

He extends the disk to Rush.

Rush holds off Krod, takes the disk.

Waves of Rush's DATA ENERGY surge into disk circuitry.

He buckles and shakes. Hands zapping. Knees trembling.

Rush clenches teeth, concentrates. Grips the disk.

Energy surges back and forth, up Rush's arms, around the disk. He holds tight, ready to scream -

Fighters are amazed, as TRON'S DISK POWERS UP -

And RUSH'S body circuits DAZZLE in the ruby circuitry patterns of TRON.

Rush looks at his arms, astounded. His circuitry strobes in hues of brilliant red. Disk animates and unfolds, revealing infinite surface variations.

Rush feels new power surging inside his body. His eyes harden, keen like Tron's. Rush LEAPS BACKWARD, goes airborne, lands on a ledge high above. Amazing balance.

KROD & FIGHTERS YES! Excellent move, dude!

Rush's voice is a little deeper, with a digital edge. It surprises him.

He cocks his disk and THROWS.

Disk rockets across the landscape, a mile away and STRIKES an X-NET SURVEY POST, blasting it to bits. Disk arcs high, shoots back toward Rush.

Rush looks worried for a second, ready to duck -

Disk snaps back into Rush's hand, painlessly. Throbbing with energy.

Rush pulls a new LIGHT WAND from a thigh bracket. It extends into a hundred-foot vaulting pole. Rush VAULTS across the canyon, lands with precision. Light pole retracts into the wand in a nanosecond.

Another two vaults and a leap - Rush tosses his disk into a spiral, steps off it mid-air (like stairs), and lands perfectly - rejoining the group.

Cheers from Krod, Quantz, Boole and Code Monkeys. Flynn shakes Rush's hand - energy surges between them.

Plexor reviews a line of elite X-Takks. All are decked in thick battle gear, gripping an array of menacing ultra-tech weapons.

Widen to reveal:

BATTALION of X-Takks, lined in precise rows, filling the vast hall. Since Adolf Hitler, no one has displayed such an awesome military machine.

Mega sneaks in, alone. She pulls her disk off her back and raises it above her head. Data energizes around her. She clenches hard, trying to make the connection.

A RUBY BEAM converges off her disk, reaching skyward.

Meg and Dewey work to dismantle the lab.

Meg walks past, stops. Comes back. Reads fresh text on a computer screen: DOES MEG EXIST?

X-Net Specialists drops the sides on a cubic cage.

A frozen dog-like CYBAVOR CREATURE stands like a statue.

Plexor nods. X-Net Specialist activates.

Cybavor comes alive. Circuits RAGING. Eyes pulsing.

Plexor summons an X-Net Worker Drone.

Worker Drone does as he's told. He freezes in place.

Cybavor leaps like a hyena, bounds the length of the hall. DIVES at the Worker Drone...

And DEVOURS HIM mercilessly.

Energy sparks fly, circuits zap, as the Cybavor digest the energy, GROWS LARGER, then SPLITS DOWN THE MIDDLE (like DNA), then regrows the missing halves.

Now the Cybavor is a PAIR of nasty, snarling Cybavors.

Cybavors sit.

Surveying his perfect defenses, he notices one thing missing.

X-Takks file out in perfect lines, turn perfect corners, dispersing into the compound. Each one moves in exactly the same way.

Plexor turns sharply to exit, encountering... Mega. Standing there obediently.

On the fortress perimeter, X-Takks stand watch at the base of a deep security moat.

They turn, eyes scanning. Behind them, a LIGHT POLE extends into the canyon, then swings across.

It's "tronified" Rush, using his vaulting pole to ferry Fighters across the moat edges.

He returns to the far side, landing momentarily on a lone central pinnacle to make the distance.

Rush vaults back to gather Krod, who's the last to cross.

He hugs Krod and vaults them across. Krod clings and struggles, then YELPS -

X-Takks hear and scan the pinnacle and moat edges.

On top of the pinnacle, Rush and Krod hunker. Flynn signals from the far side "stay down!"

X-Takks patrol below, pausing to gaze up.

Atop the pinnacle, Krod's circuits energy-zap with fear. Rush holds him down.

At last, X-Takks move on.

Rush extends his light pole to the moat floor - vaults to the far side with Krod.

Krod stabilizes, looks around.

He heads off, encounters a dead end. Quantz pulls him the right way.

Boole and Code Monk B3t help Flynn to a secluded data buffer.

Rush leaps to a high circuitry nexus.

Rush touches circuitry, energizing it with data.

Mega's image appears in circuitry energy patterns.

Rush looks down to Code Monk J2r. He gives a high sign.

Mega watches glowing circuity image of Rush.

She deactivates. Rush's image vanishes.

Mega thinks for a moment - we're not sure what - then walks around a corner.

Bumps smack into:

Plexor.

Flanked by his two snarling Cybavors.

Patrols of X-Takks pass.

Rush leaps to a vantage point them. Scouts a route, signals Flynn, Krod, Boole, Quantz and the Code Monkeys.

Fighter team scales a narrow ledge near the BLAZING FIREWALL. It's like a sheet of molten lead, pouring endlessly before them. A lethal barrier.

Rush pulls his disk, holds it over his head and steps under the molten data flow. He struggles against raw power, disk HEATS UP WHITE, splashing aside the molten data.

Code Monkeys, Flynn and Krod, Quantz and Boole dive between Rush's legs, emerging on the other side. Barrier overcome.

Rush leaps out of the firewall, clutching his white-hot disk.

OUCH.

They head for the fortress along a surreptitious route, avoiding X-Takk patrols.

Plexor - with Mega and the Cybavors two paces behind - leads an army of X-Takks.

A Cybavor growls at Mega. She growls back.

Plexor masses his forces around a closed ENCRYPTION PORTAL. It is a dark semispheric aperture, left unlocked (but closed).

X-Takks come from all directions, all levels.

Flynn pauses to see X-Net Patrols in motion, across bridges, through tunnels. All around.

They come to a dark encryption portal, seen from their exterior view.

Flynn withdraws the HOLOGON.

Rush takes the hologon, stows it.

Pumped looks between Code Monkeys, Boole and Quantz. Krod trembles.

All Programs hang on Rush's answer. Flynn too.

Fighters hustle under the shadow of the portal... Approaching the closed semispheric aperture.

X-Takks stand thick, weapons pointed at the closed aperture.

Plexor marks time. Cybavors poise to attack.

Mega, emotions rising, takes a step back.

Flynn falters on his wounded leg. Fighters steady him.

Rush steps forward, places a hand on the semispheric aperture. Mechanism activates.

Plexor tenses, eager for the slaughter.

X-Takks cock weapons, take careful aim.

Flynn, Code Monkeys, Quantz, Boole, Krod... Gathering near Rush -

PORTAL OPENS AROUND THEM, revealing a stunning view of:

The inside of the fortress...

Not an X-Takk in sight.

Rush leads group inside.

Plexor grows impatient. Senses trouble.

X-Net Specialist activates portal. Semispheric aperture irises open to reveal:

X-Takk Patrol. Charging in from outside.

No fighters in sight.

Inside-X-Takks and outside-X-Takks take orders literally:

They FIRE at EACH OTHER. Many crash, zap and fizzle.

Cybavors leap in, devouring corrupted X-Takks. The two Cybavors use energy "food" to bifurcate into FOUR.

They do so, instantly.

Plexor fumes.

He spins to find Mega gone.

Mega RUNS from the scene. Around a corner, she collides with Rush, Flynn, Krod & Fighters. Breathless:

She glances over the new "tronified" Rush. Despite herself, she's impressed. But there's no time for talk.

Rush leaps to a high ledge to confirm: Massive throbbing power supply CORE CUBE lies at the center of the fortress's concentric squares. High sign to Krod.

Rumble precedes: ARMY of X-Takks, coming to get them.

X-Takks are upon them, and the battle is joined.

X-Net disks fly by the hundreds.

Krod and Code Monkeys fire a SQRAM projectile, which opens mid-air into a super-wide circular magnetic field "net".

SQRAM field sucks in X-Net disk and zaps them to ash.

X-Takks charge.

Rush flips down from above, throws tron-disk -

Disk ricochets of ten X-Takks, mows them down.

Rush retrieves his disk, lands near Krod and Fighters.

He throws his disk behind his back, takes out an approaching X-Net goon.

Rush hurries away with Mega and Flynn.

Krod, Quantz, Boole and Code Monkeys are besieged by a hundred X-Takks.

Plexor enters the battle arena with his four CYBAVORS. He scans keenly, then heads off another direction.

Flynn hobbles, helped by Mega. Rush leads them around a corner, in sight of:

MAIN POWER SUPPLY. Massive reactive CORE CONTAINMENT CUBE.

Rush comes to the edge of a deep, narrow moat. Bottom is a channel of ROILING, MOLTEN CHROMATIC DATA. No bridges.

RAAAA!!!

Six X-Takks are upon them, disks flying, NegaByte eraser beams swinging.

Flynn Takes a hit in the chest.

Rush and Mega dodge, fling their disks with lethal accuracy -

X-Takks crash and fall, tumbling into the moat abyss, flashing as they hit the molten bottom.

Krod, Boole and Quantz bait a phalanx of X-Takks, Code Monkeys spring a DEGAUSSING CHARGE, which cuts off a column at the base. Column tumbles, crashing X-Takks, blocking the way.

High fives among Krod and Fighters.

One Small X-Takk breaks through, ZAPPING through the air, reforming, ZAPPING CLOSER.

Fighters turn to blast him.

But Krod recognizes the pattern:

Quantz stuns an X-Takk Soldier - Code Monkeys hack his X-Net Armor. Armor powers down, revealing:

I-beem shakes off his brainwashing.

X-Takks attack the group, including I-beem.

I-beem zaps away, reappearing next to an X-Takk. He steals the X-Takk's NEGABYTE BLASTER and mows down three X-Takks, saving trapped Boole.

I-beem joins Fighters as they press deeper, engaging the next X-Takk onslaught.

Rush and Mega haul Flynn along a narrow ledge.

He points to a thin ledge on the other side, far below.

Rush extends his Light Pole to the ledge, moves to gather Flynn for a vault-crossing.

It's bravado: They know his odds are dismal. Flynn slumps into an alcove, which is only big enough for him. He pulls a supply of SPIKED MINI-DISKS, ready to defend himself.

He's fading fast.

X-Takks attack along the ledge.

Rush throws his arm around Mega and VAULTS across the moat, landing on the far side - gaining a slim foot-hold below a core ENTRY POINT.

Flynn chooses his moment, leans out and throws. His mini disks take out X-Takks on the ledge. Their bodies tumble into the moat, flashing as they hit.

Flynn spins, the wall behind him opens. At the end of a square corridor stands:

PLEXOR. Flanked by his four snarling Cybavor beasts.

Across the moat, Rush and Mega climb to the entry point.

Flynn plays for time, stalling Plexor so he doesn't catch sight of them.

With a hand signal, he commands his Cybavors. They raise up, poised to attack Flynn.

He flicks a finger. Cybavors gallop at Flynn.

Rush and Mega gain footing at the entry point. They turn at the sound of DIGITAL SNARLING.

Across the moat, a gut-wrenching sight:

All four Cybavors pounce on Flynn, hurling him off the ledge, mauling him as they go down, dividing into eight - Plummeting toward the MOLTEN DATA far below.

Plexor steps out of his corridor, relishing the view: Remains of fallen bodies FLASH into the inferno.

Plexor sees Mega and Rush on the other side.

Bridges instantly extend from outer square to CORE CUBE.

X-Takks stream across, firing -

Rush and Mega duck inside entry point, pelted by disks.

Before them: A vast, brilliant, energized LATTICE. Power surges in rings, drawing down huge columns. Every piece of geometry is based on perfect squares, made of mirror- finished rare earth elements.

Rush pulls the HOLOGON KEY into view. Facets resonate with energy patterns like those in the core.

They share a heartbeat of solidarity. Rivalry gone.

X-Takks stream in, firing.

Rush and Mega charge the center, throwing disks, fighting back-to-back.

Problem is, ENERGY RINGS move continuously down the columns - and the columns are spaced close - leaving just enough time between ring-passes to jump through.

He and Mega JUMP, nearly raked by down-flowing ENERGY RINGS.

X-Takks fire NEGABYTE BLASTERS - but many of the beams are caught in the energy flow and sucked away. That's how intense this place is.

X-Takk Soldier is grazed, stumbles into ENERGY COLUMN. RING rakes down and ZAPS him nasty - reducing him to bits, sucking his energy to the levels below.

Rush and Mega encounter oncoming X-Takks - they must split up. They fling disks, taking out X-Takks, dodging fire - working their way deeper.

Meg and Rush throw their disks simultaneously. Both disks score hits, then arc to return.

Rush and Mega catch each other's disk. They each look at the strange disks - it's just not the same. The do a quick swap and keep fighting.

The CONTROL CELL. Dead center.

Rush and Mega battle off three X-Takks - the way is clear.

Rush leaps, crashes planes of silicon. Stows his disk, pulls out the HOLOGON.

Spots the control cell's key receptacle - SHAPES MATCH.

Rush moves to insert the hologon.

A DISK STRIKES his arm - HOLOGON flies wild.

PLEXOR drops from above, riding an OPTIK SHAFT.

Plexor snatches his Death-disk, corners Rush for the kill.

Mega's disk crashes silicon, comes at Plexor - But his defense field repels it. He slams it aside and it's raked away by downward flowing energy rings.

Rush DIVES at PLEXOR. He's like a statue. But this time RUSH holds him and infuses tron-energy, breaking down Plexor's defense field, eating into his body circuits. It's fractal zapping fireworks - evenly matched foes battling face-to- face.

Mega scoops HOLOGON off floor, makes for CONTROL CELL -

Plexor's hand shoots out, GRABS HER, stops her like iron.

Plexor exerts his power, holds Rush and Mega by the throats with his two hands, backing them toward a surface ripping with HOT ENERGY RINGS.

Rush and Mega struggle, an inch from death -

ZAAAAAA -

Plexor stops, annoyed. Turns and sees:

Krod, Fighters and I-beem have arrived, firing blasters at Plexor's SPINAL NEXUS. It hardly makes a dent, but it creates a fleeting opportunity for Rush -

Rush ducks forward, SHOOTS his disk off his back, smacking Plexor in the throat. Mega falls clear -

Rush hurls Plexor against energy rings - Energy rakes down his body, but he fights the effects an DOES NOT MELT DOWN. He step away, shakes off the damage, retrieves his disk into a hand.

Mega snags the hologon -

She tosses it to Rush, who's already airborne -

Rush catches hologon, sails to the control unit -

Jams hologon into its receptacle.

Plexor cocks his death disk, EYES FLASH ELECTRO-PSYCHOSIS -

Hologon REACTS with CENTRAL CELL -

Shockwaves RADIATE -

Energy rings go dim, then dark -

Silicon shatters to ash -

X-Takks power down. X-Net armor de-rezzes, leaving innocent civilian Programs. They shake off the mind-control and rise unshackled.

And Plexor, like all things X-Net, chatters and glitches. His code erodes, his bits darken, the fiber of his being erodes from inside.

Rush executes a final leap, extending his feet for the final blow, straight at Plexor - CRASH - shattering him to bits.

Rush finally breathes. Sees I-beem, Krod, Quantz, Boole, Code Monkeys.

Boole tosses Rush his tron-disk.

Rush, Mega, Krod, I-beem, Fighters and liberated Programs stow disks and step to a high vantage point.

Before them expands a vista of cyberspace.

Power-down of X-Net radiates in all directions, leaving everything else intact. Beautiful, exotic old data networks instantly begin to regenerate into the open space.

Sinclair commands the podium:

He throws a switch. HUGE monitors blaze with X-Net logos and graphic portals. Countdown 3,2,1...

CROWD CHEERS. MEDIA BUZZES...

X-Net instantly CRASHES. All screens jam, glitch and DIE.

Crowd is stunned. Sinclair is mortified.

Krod, I-beem, Boole, Quantz and Code Monkeys CHEER.

Mega embraces Rush. Energy sizzles between them.

She presses her lips to his. It's electric.

But out of triumph, a sudden concern -

Rush's body shoots DATA ENERGY into Mega, into ground circuits... Lightshow overload intensifies and spreads. Mega backs away in pain.

Rush's body DRAINS AWAY into the energized circuitry.

He reaches a hand to Mega. PAIN ENERGY ZAPS her, but she clasps his hand anyway...

Code Monkeys attempt desperate measures, but soon it's over.

Bits of Rush dissipate into surrounding circuitry, then BEAM SKYWARD in blazing curtain, like a quantum aurora borealis.

Mega is left with a handful of nothing.

Rush's energy body hurls across cyberspace.

Bits streak, light bends -

Rush materializes in the target chair. Human flesh, real clothes. Same as the moment he left.

He bolts up, realizes where he is. Looks at his hands. Sees Jo-jo the rat staring at him.

Meg and Dewey hurry over to unstrap Rush. Meg holds his hands, checks the integrity of his body.

Rush looks around. Miles ("Krod") and a group of oddly- familiar Co-WORKERS. People who look just like I-beem, Quantz, Boole and the Code Monkeys.

They look across the room.

At the control console stands a MAN with his back to us. He's curiously examining Meg's equipment.

He turns. It's FLYNN. In the flesh. Leg healed.

Elevator opens.

Sinclair charges in, furious. Trailed by SECURITY MEN.

Sinclair wheels to see Flynn: Alive, standing in front of him. Trapped by the ugly truth, Sinclair turns rage on Meg.

Rush gets in Sinclair's face.

Sinclair goes for Rush. Rush delivers a solid punch. Sinclair grabs his bloody nose.

SECURITY MEN haul out Sinclair.

Flynn addresses the group.

He presents Rush and Meg. They're stunned.

Cheers all around. Flynn approaches Rush and Meg.

Meg turns to Rush.

Rush goes for the lips.