"X-Men 2" Act Five

ACT FIVE
Scene One; Underground In Brickwork tunnels.
(STORM and WOLVERINE are following NIGHTCRAWLER, who continues to disappear in the shadows ahead of them.)

WOLVERINE
Good thing you got a distinctive smell, elf, or I’d think you was tryin’ to ditch us.

NIGHTCRAWLER
Just the opposite Wolverine. I can’t help what shadow does to my body, but I am with you all the way.

Scene Two; The Tunnel opens to a large cavern of Brickwork with many levels.
(NIGHTCRAWLER leads WOLVERINE and STORM in. They discover themselves surrounded by several small shapes and hulking large ones, which stand behind the bannisters of these different walkway levels. We get glimpses of disfigurements, multicolored skins, odd limb placements, extra or missing organs.)
(WOLVERINE and STORM are led to the center court, where sits CALISTO, a thin, haggard woman with an eye patch.)

CALISTO
Nightcrawler what y’ be bringing me?

NIGHTCRAWLER
A gift, Calisto. A new friend.

CALISTO
I’z usually sure it’s me what lead the Morlocks. Was me who say what come and what go.

NIGHTCRAWLER
But Calisto, my maiden, I tried to explain to you how serious the Hellfire Club situation is. We cannot afford to ignore it any longer.

CALISTO
(Leaps from her seat and roundhouse-kicks NIGHTCRAWLER to the ground.)

(WOLVERINE gets between NIGHTCRAWLER and CALISTO who does a martial kick and sends WOLVERINE flying backwards. He lands to the ground, rolls, unsheathes the claws, and is ready for a tussle.)
(Another FIGURE detaches from the rabble overhead and blocks WOLVERINE from CALISTO)
(This FIGURE is very near the shape of a gorilla. It is huge and blue and it’s fur is far more shaggier than NIGHTCRAWLER’S. It has a male voice which is surprisingly smooth and well-dictioned.)

FIGURE
Now see here my impetuous little friend with your sextet of phalli . . . has your mother never taught you manners when you pass through the doorpost of your neighbor’s demesne? First, introductions are in order. I’m the Beast. The hundred or so misfit mutants virtually surrounding you are the Morlocks. You will need to beat us all before you will reach Calisto.

WOLVERINE
Actually, I din’t have anything else on the agenda for tonight.

BEAST
But we do. Multitudinous activities. Now play by our rules or we’ll send you home in a shopping bag.

STORM
Calisto, tell me why Nightcrawler brought us here. Is there some way we can help?

CALISTO
Lookit she pretty uplander want to help us poor muck-dwelling Morlocks. It sweet, don’t it?

(The tiers of MORLOCKS jeer and caw around them.)

(STORM begins to feel the turning tide against her. The close ceiling and the atmosphere, the horrific faces of some who peer out from the shadows above begin to make her extremely uncomfortable . . . almost frightened.)

STORM
Very well, Calisto. If you feel the need to treat this and these people here like some tribe of animals, that is your prerogative. My friend and I will leave you to it.

NIGHTCRAWLER
Storm, please no, please don’t leave . . .

CALISTO
Hai! (Leaps to attack NIGHTCRAWLER again.) Is who you beggin’ Nightcrawler?

(A wind tumbles CALISTO in place, created by STORM’s hand. CALISTO does not reach NIGHTCRAWLER this time)

STORM
You wait until we leave, woman. I will not again stand idly by while you mistreat these people.

(The wind suddenly dies away. STORM doesn’t not understand how. At her feet, a misshapen little green boy stares up at her.)

GREEN BOY
Leech no want you hurt mama.

CALISTO
(Landing back to the ground, free from the wind drafts, CALISTO lashes STORM across the face with a backhand blow.)

WOLVERINE
Alright, dammit, that’s it! (Charges BEAST.)

(BEAST is as acrobatic as he is loquacious. He leaps and clamps the overhead pipes with his toes. From that vantage point he swings WOLVERINE into the air, disorienting him. Then after series of blows while WOLVERINE is midair, BEAST slams WOLVERINE to the hard brick floor. WOLVERINE is unconscious.)

CALISTO
(To STORM) News for you, sweet-meat. That there Leech. He meant to make it a level field tween me an you. See, I don’t fit into the upworld, but ain’t cause me am any mutant. Hahah! Ya face! Look how it crease so! Right, I is no mutant, but I rule the Morlocks-and I is the one thing stand between their hatred of yuh pretty-pretty.

NIGHTCRAWLER
Calisto please, no disrespect was meant by bringing her here. If you would only please . .

STORM
(Giving herself some room.)
Calisto. If it is an equal match you are looking for, then let us do this . . . I am from Africa, I know something about neighboring tribes. Let me challenge you, fair to fair. If you win, we leave and never trouble your realm again. If I win, you let Nightcrawler speak his peace and grant him his wish.

CALISTO
OHAHAHAH!! M’pretty-pretty ya do know a thing or three!

(CALISTO unbuckles a hip holster, and tosses one of two machetes to STORM.)

I will even take the small of the two . . . and spit your head ‘pon I’s blade--go make a pillow of that fine fine cotton-so hair!

(The two square off in the court, which now seems to STORM to have been designed as a perfect arena. Above them, the MORLOCKS cheer.)

Scene Three; A Courtyard of flowers, wreathing a gazebo.
(The sky is unseen, as is anything beyond the courtyard. This has a very unreal quality to it. Sitting in the gazebo is JEAN. She is dressed in eighteenth century noblewoman clothing. Her hair is done up in a colonial coif.)
(Jason WYNGARDE comes into the courtyard, joins her in the gazebo.)

WYNGARDE
Lady Grey. How are you this fine morning?

JEAN
Confused, sir. Where am I? Where is this place?

WYNGARDE
Why, this is your estate, Lady Grey. Do you not recognize your own rolling meadows and lush farmland?

JEAN
I have an estate?

WYNGARDE
Of course you do. You are a very powerful woman in this country. The very power your heart has always longed for, you have achieved it, my Lady.

JEAN
I have?

WYNGARDE
You will never go hungry again, milady. Never begging scraps of sustenance from miserly tyrants such as Xavier. You are your own woman now.

JEAN
I am? (A wicked grin splits JEAN’S face.) I am!

(The flamebird signature of her power flares from her, consuming the gazebo and WYNGARDE.)
(The flamebird’s fire consumes all the unrealness of the courtyard, leaving only reality.)

Scene Four; The SENTINEL Bay.
(JEAN is a living prisoner in the chest cavity of a SENTINEL. WYNGARDE is in the same SENTINEL, only he is free. Her power has flushed his illusion away.)

WYNGARDE
Pierce! Shut her down!
(PIERCE is still linked with the SENTINELS.)

PIERCE
Idealistic simpleton.
(PIERCE only has to gesture in virtual space and the suppression of JEAN occurs within her SENTINEL.)
(The flamebird signature dies out.)

SCOTT
Jean!

(This large vaulted chamber contains the six SENTINELS, four of them each containing XAVIER, ROGUE, SCOTT, and JEAN. They are all conscious. On a suspended surrounding ramp is SHAW, FROST, LELAND, TESSA, and GAMBIT.)

SHAW
She is fine, Cyclops. Evidently we cannot afford to let her powers out of their cage for too long.

WYNGARDE
But she is weakening, Mr. Summers. This time when I started my illusory landscape, she didn’t know where she was.

SCOTT
Just leave her alone you son of a bitch!

WYNGARDE
Oh, no no. I told you before, we need a new Black Queen. Power like hers is too exquisite to relinquish.

ROGUE
Ah’m the one who killed your Black Queen, why don’t you take me? Or do you only need a brainwashed mutant to fill that role?

SHAW
Everyone wants to believe poor dead Carol joined us against her will. Carol wasn’t a fool. She knew that anyone privileged enough to become one of us would finally know true safety.
But to extend that privilege to a swamp-rat like you and risk you accidentally stealing any more of our lives? I think not.

XAVIER
What I hope is that you aren’t holding us here out of any intention of safeguarding your lives against Proteus. Proteus doesn’t care what mutant he consumes. He’ll go through us easily to get to you.

SCOTT
Who is Proteus?


XAVIER
Proteus is what Logan found up at Akali Lake, along with clues to his own past. Proteus is a mutant who can warp the very fabric of reality. It seems the Hellfire Club has been keeping Proteus prisoner there all these years, and he has one hell of a vendetta he wants to settle with them.

SHAW
How do you know all this Xavier?

XAVIER
I was Proteus’ host for the last thirty-six hours. When it tried to possess Logan in Canada it found itself severely wounded in it’s weakened state.

Scene Five; (As XAVIER voiceovers, superimpose the possession scene of WOLVERINE in the OPENING ACT, Scene Seven. Extend the scene to show PROTEUS’ mist form fleeing WOLVERINE immediately after GAMBIT escapes.)

XAVIER
You people knew that would happen--that’s why you coated Logan’s skeleton with adamantium fifteen years ago, to make him the perfect weapon against Proteus. Any metal is anathema to Proteus--adamantium even moreso.

But when Proteus nearly perished inside Logan, he was able to escape through the mental link Logan shares with Rogue.

Scene Six; As XAVIER voiceovers, superimpose ROGUE’S dream in ACT ONE, Scene One.

XAVIER
When he found it was me who would be of most benefit to him, he quickly took me over.

Scene Seven; As XAVIER voiceovers, superimpose Xavier in ROGUE’S mind, ACT ONE, Scene Four.)

XAVIER
Eventually he would have consumed me, but after taking me, he discovered I was the only one who could help him get Dr. MacTaggart to come to the school. So he accelerated Rogue, Storm, and Jean’s powers in order to make an excuse for "me" to invite my old collegue to come.

But accelerating them cost him energy, and then he had to feed.

Scene Eight; As XAVIER voiceovers, superimpose the teddybear that Rogue gave Illyana falling slowly to the ground from the child's limp hand.

Scene Nine; Back to realtime and Xavier

XAVIER
(A tear rolls down XAVIER’S face) Illyana was the fuel Proteus used for his manipulations of the others' powers.

Scene Ten; Widen the angle to include the prisoners inside their Sentinel prisons.

ROGUE
But why, Professor? What did Proteus want Dr. MacTaggart so badly for?

FROST
A mutant will last Proteus’ energy needs for only a finite number of hours until we are consumed. Eventually, he will run out of mutants. However, he would never run out of the energy which his own mother’s body provided him while he was an embryo. Proteus wants a means to survival and Dr. Moira MacTaggart is that means.

SCOTT
Did Dr. MacTaggart came up with some kind of food for this mutant?

SHAW
You didn’t think any mere human would became so prominent in her field because she likes mutants, did you boy? She only wanted to help her own. Proteus is MacTaggart’s son.

XAVIER
If you truly believe that then I can see how cooperating with you was the worst mistake she ever made. Did you actually promise her that you would help her and her child those many years ago?

SHAW
We had the means Xavier! If we hadn’t lost Wolverine we could have done it.

ROGUE
At Logan’s expense!

GAMBIT
Finally I’m beginnin’ t’ see dis for what it is. Proteus would’ve fed off Logan’s healing ability forever, nuh? While dis adamantium would have kept him trapped in Logan’s body? ‘Ventually it would have driven Logan insane, cus I think Proteus’ powers are to Logan what his skeleton is to Proteus. Eventually Proteus would’ve ate what was left of his mind.

(Whispering to self) You call that helping somebody, m’sieur?

SCOTT
I’ll confess to some ignorance of my own, over here. How the hell do these robot bastards figure into all this?

SHAW
Oh the Sentinels have only one thing at all to do with Proteus. They have the ability to deal with Proteus the same way they will deal with all the dangerous mutants in this world.

SCOTT
Besides yourself?

SHAW
Yes, besides me. We have very powerful friends who worry about you and I more than you do, Xavier. Believe it or not.

Scene Eleven; The MORLOCK Tunnel
(STORM and CALISTO are in the thick of the fight. After a few moves, it seems bad for STORM. CALISTO even hacks off half of STORM’S white hair.)


CALISTO
HAHAA! Where your pretty go so quickly, uppity-up?

(But STORM will have none of it. STORM gains enough advantage to defeat CALISTO with the ram of her blade into CALISTO’S gut.)
(At first STORM is horrified at what she’s done. Then she looks around. With half her hair gone, she looks a brutal sight-in a neo-punk way.)
(STORM throws down the machete.)

STORM
It is settled. Which ever one of you is a healer should attend to her, unless her death is what you all secretly want. Nightcrawler, tell me what I had to do this for, and it had best be a good reason

NIGHTCRAWLER
Fraulein, I try to be as loyal a Morlock as I can, but Calisto didn’t understand the threat the Hellfire Club poses to us.
They are known by us as “the beautiful mutants” They are able to fit into society, and that is just what they intend to do-but at all our expense.

(WOLVERINE wakes up.)

BEAST
My friend is attempting to say that the Hellfire Club seeks to make peace with humanity, but for itself only.
They will offer the United Nations instruments called the Sentinels to subjugate all of mutantkind in exchange for their own personal immunity.

WOLVERINE
Hiding away down here in the deeps, what d’you care?

NIGHTCRAWLER
The Hellfire Club knows all about me. I was their . . . mascot. (Full of self-loathing) Am I not perfect for the part? But when they hatched this plan of theirs, I became a liability to them. They couldn’t deal with humans and have something like me hanging around.

STORM
Were you down here hiding from them, Kurt? Are you even a Morlock?

BEAST
We have accepted him.

NIGHTCRAWLER
And I will only bring you trouble. I assure you, in order for Sebastian Shaw to demonstrate his sincerity and the power of his Sentinels, he’s going to use them to wipe us out first. The ugliest, scariest mutants. The mutants who make the humans feel the most fear.
Calisto wouldn’t believe me. She wouldn’t send anyone to investigate, possibly stop Shaw.

STORM
Why didn’t you simply ask this of us back at the mansion?

NIGHTCRAWLER
Calisto and the Morlocks had given me shelter. I . . . I wanted to be loyal. And now that loyalty has been rewarded. God has smiled on the backside of His creation.

WOLVERINE
We haven’t agreed to anything yet.

NIGHTCRAWLER
(Confused.) I thought you understood. Our perfekt Storm has defeated Calisto.
She now leads the Morlocks. We are yours to command!

Scene Twelve; The SENTINELS Bay
(The scene is the same, except, FROST has changed from her colonial outfit into modern business attire.)
FROST
Are the envoys ready to receive our little care package, Sebastian?

SHAW
I’ve just broke connection, Emma. They’ll be expecting you within the hour.

SCOTT
This is insane! You actually think the United Nations is going to trust mutants to give them a safety measure against other mutants?

SHAW
They will when we deliver the famed Charles Xavier to them, signed, sealed, and regulated by our Sentinel. Miss Frost, if you will take your place we will have the White Bishop launch you and Xavier to your destination.

(FROST ascends the scaffold to the head of the SENTINEL which imprisons XAVIER. FROST enters a control booth in the head and straps herself in.)
(PIERCE tweaks cyberspace and the SENTINEL containing XAVIER and FROST lifts off, disappearing through a roof port into the night.)
(Suddenly GAMBIT whips a pair of supercharged playing cards across the room, and they land within the cavity of the SENTINEL which is imprisoning ROGUE.)
(Explosions go off around ROGUE and she finds herself with her new powers.)

ROGUE
(While breaking her bonds.) Me? It’s me you break out first? Are you crazy? (Flies free of the SENTINEL.)

GAMBIT
(Jumping from the walkway, swinging across the bay to reach PIERCE) Oui, m’petite, I am crazy for believin’ I should be wit’ dese peoples! So if you got da Black Queen’s powers, Rogue, then is you I want coverin’ my ass when I try to stop the White Bishop!

ROGUE
I got a better idea! How ‘bout ah get some help for the both of us!
(ROGUE spins in flight and bashes herself missile-like into the SENTINEL that contains JEAN.)

JEAN
(JEAN flies free of the SENTINEL shrouded in the firebird manifestation of her powers.) Excellent call, Rogue. You get an “A”.

Scene Thirteen; Mindscape
(Suddenly for JEAN, the world changes, and WYNGARDE looms over her as big as any SENTINEL.)
(With a gilded golden cage, WYNGARDE entraps her.)

WYNGARDE
No, my pet. I’m not prepared to let you go just yet.

Scene Fourteen; SENTINEL Bay
(From SCOTT’s point-of-view, we see WYNGARDE standing on a SENTINEL platform, only gesturing at the aloft JEAN, both of them normal-sized. JEAN is reacting as though she is caged.)

SCOTT
(To himself.) Fight it Jean! Fight it!

Scene Fifteen; PIERCE’S Control Platform
(GAMBIT has reached the platform where PIERCE is. PIERCE is occupied by his cyberspace manipulations, which control the SENTINELS. GAMBIT charges up cards to throw and suddenly he is flattened to the deck. LELAND is behind him.)

LELAND
You haven’t heard what the Hellfire Club does to traitors? We squash them flat!
(LELAND presses down, GAMBIT cries out.)

GAMBIT
You’re . . . the bigger traitor . . . you’re . . . sellin’ out . . every mutant on de planet . . ! (GAMBIT cries out again, we hear bones break, and blood pours from his mouth.)

(ROGUE swoops into view, and kicks LELAND over the rail. LELAND falls and makes a loud impact.)

ROGUE
Oh God, ah’m killin’ people left and right.

GAMBIT
A fall won’t kill dat fat man . . . m’petit-he got. . . a lotta bounce to him. Alla my ribs . . . dey got to be crushed . . .is you . . . gotta stop Pierce now . . .

(SHAW comes from a leap, down onto the walkway between ROGUE and PIERCE. He is now shirtless and is obviously a powerhouse.)

ROGUE
You sure you want to face me with all that skin showing?

SHAW
Yes I’m sure. You’ll have to kill me too if you’re going to get to Pierce. A little girl like you prepared to do that?

ROGUE
(Thinks a minute, then strips off her gloves real slow.) It’s your own policy. Traitors have to die.

(SHAW grins. He then scrapes up GAMBIT as a living shield. GAMBIT screams in agony.)

Scene Sixteen; Mindscape
(In JEAN’S mindscape, WYNGARDE is reaching into his cage and pulling her out. We can hear SCOTT distantly in the background. Suddenly, SCOTT appears in the cage with JEAN.)

SCOTT
Jean, snap out of it! It’s an illusion-Wyngarde’s an illusionist!!

(WYNGARDE uses his huge hand to smash SCOTT flat against the inside of the cage. His broken body twitches then lies still. JEAN shrieks in horror.)

Scene Seventeen; The SENTINEL Bay
(The illusion fades. JEAN sees blood running out of the nostrils of SCOTT who is still captive, and now unconscious. )
(She looks back at WYNGARDE with pure sparkling hatred. Her eyes go fiery yellow.)

JEAN
You petty, ignorant little pissant. Did you really think watching him die would bind me to you?

(The flamebird talon of JEAN’S manifestation grabs WYNGARDE.)

Wyngarde, you have only begun to inherit sorrows.
You want power? I’ll give you power.
(The existing scene fades for the both of them. It becomes the universe, surrounding them.)

You thought you were dealing with a simple mutant. I’m am no longer the woman you knew.

(JEAN and WYNGARDE begin to expand, grow until the stars around them cluster into galaxies.)

I am fire and light.

(The galaxies become pinpricks.)

I am life incarnate.

(The universe of pinpricks becomes a black shell spheroid, with other spheroids in a white void.)

Now and forever, I am PHOENIX.

(WYNGARDE’S escalating scream becomes the background noise as the visuals become a reflection in WYNGARDE’S iris. When we pan back, we see the iris belongs to the eye of a man who has utterly lost his sanity.)

And your petty mind cannot handle what . . . I . . . am . . .

(JEAN is obviously drained from that effort and begins to fall. The SENTINEL which had her captive catches her with it’s huge hand. We see PIERCE had been waiting for his chance, controlling the capturing SENTINEL through his cyberlink.)

Scene Eighteen; The SENTINEL Bay, PIERCE’S Control Platform
(ROGUE is still held back from PIERCE by SHAW, who is using GAMBIT as a shield.)

(There is suddenly a blast of black smoke behind PIERCE. NIGHTCRAWLER and WOLVERINE appear in it. WOLVERINE is disoriented from the trip.)

WOLVERINE
Ah geez. Y’need to work on yer takeoffs, bub.

ROGUE
Wolverine! Get Pierce!

(Wolverine needs no more coaching. Out come the claws. WOLVERINE slashes PIERCE’s guts, exposing the fact that PIERCE’S body is full of electronics.)

(PIERCE becomes livid and machine tendrils come sprout out of the electronic panels to ensnare WOLVERINE. Electricity arcs from the connections and we have WOLVERINE “sizzling on the grid”)

(SHAW dives over the side of the walkway with GAMBIT, aiming to crush GAMBIT beneath him.)

(ROGUE is torn between who to help first. She dives over the side and reaches GAMBIT. She uses her grip on GAMBIT to swing both GAMBIT and SHAW in a loop, then crashes SHAW to the ground harder than he’d anticipated. SHAW bounces back, invigorated.)

Scene Nineteen; The SENTINEL Bay floor
SHAW
The more punishment I take, the stronger I get!

ROGUE
Then there really is only one way to stop you.
(ROGUE rushes him, clamps her hands aside his head. SHAW screams and then falls to the ground. ROGUE stands over him in the grip of his memories and power.)
(At her feet, however, we see SHAW is not dead, but he is out.)

Scene Twenty; PIERCE’S Control Platform
(Above, WOLVERINE is fighting the electric torture from PIERCE.)
(NIGHTCRAWLER appears in a brimstone flash behind PIERCE, wraps his arms around the cyborg, then disappears with PIERCE in another brimstone flash. NIGHTCRAWLER has left PIERCE’S arms behind and their sudden broken attachments sputter madly.)
(The electricity from the cables which entrap WOLVERINE stops. WOLVERINE cuts himself free.)

Scene Twenty-One; The Sentinel Bay, Near Exit
(TESSA is sneaking away, sensing the Hellfire Club’s imminent defeat. She is stopped by the BEAST.)

BEAST
While I would not expect such a dainty lass as yourself to overflow with bravado, you could at least remain for the conclusion of the matter.

TESSA
Which is what?

BEAST
Well, this is the part where you get the other X-Men out of the Sentinels for me.

TESSA
You do know that I am merely a mutant hound? I have no other overt powers except providing Pierce with the mutant imprint to specify the Sentinels’ suppression abilities. I can’t help you get the delivery Sentinel back that still has Xavier.

BEAST
Kind of you to be concerned, but don’t you worry your pretty Elizabethan-coiffed head about that. We have someone working on it.

Scene Twenty-Two; Exterior, Night Sky, SENTINEL-Head control booth.
(FROST sits and finds the SENTINEL falling out of control.)

FROST
Oh what the hell? Pierce, are you there?

XAVIER’S TELEPATHIC VOICE
What’s the matter Emma? Finding yourself with no control?

FROST
(Suddenly unable to move, she struggles.) Why do you think . . . they sent . . . a telepath
(FROST breaks free of XAVIER’S control)
. . . to accompany a telepath!?
(FROST activate a switch in her cockpit.)
I don’t feel like plummeting to my death today, Xavier. Do you?

Scene Twenty-Three; SENTINEL inner chest cavity
(XAVIER squirms under the clampdown of his powers.)
(Outside of the clear chest covering, XAVIER sees STORM flying after them.)
(STORM has modified her hair to even-out the impromptu haircut CALISTO gave her. She looks lethal.)

XAVIER
(Whispering to self.) Be careful, my X-Men.

Scene Twenty-Four; Night Exterior.
(The SENTINEL speaks with FROST’S voice)

FROST
What are you going to do, Storm? Blast us with electricity? Fry your mentor along with me? Maybe use a tornado to smash us all out of the sky?

Scene Twenty-Five; The SENTINEL Bay, PIERCE’S Control Platform
(BEAST is studying the controls, WOLVERINE stands with him.)

BEAST
Damnation and blast. Most of this design has no manual interface. Pierce controlled it all from inside himself.

WOLVERINE
What say we just slice this shit to ribbons? Fine tuning’s not my cup a’ tea.

BEAST
Well it is mine. Before I wound up a refugee from the Blue Zoo Review, Mama McCoy’s baby boy was riding a full scholarship to MIT, and that mutated grey matter of mine tells me that there has to be some kind of control apart from Pierce.

(ROGUE flies up into view from below the walkway.)

ROGUE
The Sentinels have manual controls in their head cockpit.

WOLVERINE
How do you know, kid?

ROGUE
Because Shaw knows and now . . . I know Shaw.

BEAST
Serendipity!
(BEAST bounds off the control platform and comes to rest on the head of a SENTINEL.

Scene Twenty-Six; The SENTINEL Bay, Sentinels
(BEAST climbs into the head-cockpit of the SENTINEL upon which he landed.)

(Just below him, NIGHTCRAWLER is checking the vital signs of both JEAN and SCOTT, as TESSA takes them out of their SENTINEL prison. They are both still unconscious from their ordeals. He is satisfied that they are both okay. WYNGARDE, beside them on the floor, is a babbling idiot.)

Scene Twenty-Seven; The SENTINEL Bay, the Head-cockpit

BEAST
(Singing) Am I blue, what’ll I do, I’m loo-ooking for you . . .

Scene Twenty-Eight; The SENTINEL Bay, PIERCE’S Control Platform
(ROGUE joins WOLVERINE, who stands guarding.)

WOLVERINE
You doin’ all right?

ROGUE
Yeh. Ms. Grey . . . well I guess I should call her Phoenix . . . helped me sort mah own mind out from Carol’s.
How are you doin’?

WOLVERINE
M’okay.

ROGUE
I . . . I know what Carol meant to you. I’m sorry . . . I’m so sorry.

WOLVERINE
Well, you know more than I do, kid. Can we just leave it at that?

ROGUE
Sure. Welcome back, Logan.

Scene Twenty-Nine; Night, Exterior.
(STORM courses alongside the flying SENTINEL)

STORM
Can’t you see, you’re only giving the humans what they want? If they fear you enough, they will use these robots against you as well. None of us will be safe!

FROST’S VOICE from the SENTINEL’s Exterior Speakers
Who’s the telepath here, Storm? Me or you? I’ll tell you what the humans are thinking, thank you very much.

(The SENTINEL turns in air and attacks STORM. She begins dodging techniques which save her.)

Scene Thirty; Night, Exterior, SENTINEL-Head cockpit
(FROST pilots the SENTINEL.)

FROST
Then again Storm, I won’t bother. You won’t live to see that day anyway.
(The control toggle suddenly become unresponsive in FROST’S hand.)

What is this! Pierce, what’s the matter now!?

BEAST’S VOICE on the Cockpit Speakers
I’m sorry, Donald Pierce is no longer in one piece and cannot come to the phone. May I take a message?

Scene Thirty-One; The SENTINEL Bay floor.
(The SENTINEL bearing XAVIER lands again. STORM is accompanying it.)
(XAVIER has already rendered FROST unconscious, BEAST and NIGHTCRAWLER assemble the unconscious SHAW, FROST, WYNGARDE, LELAND and PIERCE’S remains together in a heap. TESSA remains conscious.)
(JEAN and SCOTT are awake now too.)
(WOLVERINE supports GAMBIT while ROGUE accompanies them.)

SCOTT
What are we going to do with all these guys?

XAVIER
I was the world’s leading telepath before Emma Frost was born. I’ve seen to it that she and her ‘brethren’ will be asleep for some time to come.

GAMBIT
If dey never wake up, dat would be fine wit’ me.

WOLVERINE
Heh, you’d sleep easier at nights, I’m sure.

XAVIER
Gambit, you know you’re welcome to stay at our school. We’ll keep you as safe as we can.

ROGUE
Professor, reg’lar cops won’t be able to keep them prisoner for long. What are we supposed to do with them,?

XAVIER
Why, nothing. They have their philosophy and we have ours. Let’s show them what it means to live and let live.

WOLVERINE
(After a beat.) Bullshit! What about these big freakin’ machines of theirs? If the United Nations get so much as a whiff of these, they’re gunna use them and then we’re all dead.

PHOENIX
Leave that up to me Logan.

(PHOENIX lifts into the air and her flamebird wings begin to slice the heads off the SENTINELS. She doesn’t stop there. She explodes them, pounds them to dust, utterly destroys the whole SENTINEL Bay.)
(Her face is predatory and the joy she gets in destroying is our most prominent image.)
(It is haunting.)
(As she lands, no one notices the bodies of the Hellfire Club begin to decay and rot until TESSA screams. Note that PIERCE’s cybernetic remains are intact, and his eyes are blinking-to be resolved in a later movie.)

(The assembled X-MEN scramble back. MOIRA/PROTEUS rises up from within the corpses of the Hellfire Club. Reality becomes surreal, taking on fluid shapes which morph and bind SCOTT, ROGUE, STORM, BEAST , GAMBIT and XAVIER.)
(PHOENIX remains free, telekinetically readjusting the warped reality that tries to bind her. WOLVERINE is untouched. NIGHTCRAWLER teleports away.)
(MOIRA/PROTEUS consumes TESSA. Her death is grizzly.)
(MOIRA/PROTEUS turns to WOLVERINE. We see clearly now, MOIRA’S body is showing signs of decay.)

MOIRA/PROTEUS
So you’re the little mutant designed to contain me.

WOLVERINE
(Only in WOLVERINE’S eyes do we see the terror he feels. His body is poised, his claws are out.) Leave me alone.

MOIRA/PROTEUS
I’d leave you alone if I could. But I want to live. That’s all I want. You all wanted to live-why can’t I?

(PHOENIX bats MOIRA/PROTEUS to the ground with her flamebird manifestation.)
(MOIRA/PROTEUS makes the direction of “up” into “down”, and lands feet first. WOLVERINE goes sprawling because of the gravity change. PHOENIX only twists in air to re-orient herself. MOIRA/PROTEUS’ captives are now upside down.)

XAVIER
Proteus, we want to help you, but not at the expense of other lives.

MOIRA/PROTEUS
(Petulantly) It will only take one more. (Fixes on WOLVERINE. The mist begins to leave MOIRA’s body.)

XAVIER’S TELEPATHIC VOICE
Jean, you know what you must do.

(PHOENIX picks up WOLVERINE with her flamebird talon, aiming him like a dart at MOIRA/PROTEUS.)

(MOIRA/PROTEUS sees this threat and lashes out at PHOENIX, changing her very body into a cluster of globules. PHOENIX breaks apart, shrieking, WOLVERINE falls to the ground.)

SCOTT
JEAN!!!!

(MOIRA/PROTEUS advances again on WOLVERINE.)

WOLVERINE
Oh God. Somebody help me.

(A series of lightning quick“bamf-clouds” -NIGHTCRAWLER’S teleport signature- approach WOLVERINE. NIGHTCRAWLER snatches WOLVERINE up, and in the last bamf-cloud, NIGHTCRAWLER flings WOLVERINE straight at MOIRA/PROTEUS.)
(Like a dart, WOLVERINE is shot into MOIRA/PROTEUS’ heart, claws first. The metal plunges into PROTEUS’ misty essence and goes off like an explosion. WOLVERINE howls as the energies discharge through him.)
(PROTEUS gives his final death scream and dissipates.)
(WOLVERINE is left with MacTAGGART impaled on all six of his claws.)

(As the energies of PROTEUS dissipate, a clot of them coalesce and JEAN reforms and falls to the ground. SCOTT runs to her.)

(The mutants can only stare in horror at how this has all ended. We see XAVIER is taking it the hardest. He breaks down in wracking sobs.)