069ba0ceb78ef8fe8a193b7b4f225938f2044f0c
movie
http://www.dailyscript.com/scripts/demolition-man_production.html
DEMOLITION MAN Participating
. THE END
 In 1996, psychopathic career criminal Simon Phoenix kidnaps a number of hostages and takes refuge with his gang in an abandoned building. LAPD Sgt. John Spartan uses a thermal scan of the building and finds no trace of the hostages, and leads an unauthorized assault to capture Phoenix. When he is captured, Phoenix sets off a series of explosives that bring down the building, and when the police search the wreckage, they find the corpses of the hostages. Spartan is charged with manslaughter, and he is incarcerated along with Phoenix in the city's new "California Cryo-Penitentiary", where they will be cryogenically frozen. During their time "in deep freeze", they are to be rehabilitated through subconscious conditioning.
During their incarceration, the "Great Earthquake" leads the cities of Los Angeles, San Diego, and Santa Barbara to merge into a single metropolis under the name San Angeles. The city becomes a utopia run under the pseudo-pacifist guidance and control of the evangelistic Dr. Raymond Cocteau, where human behavior is tightly controlled. In 2032, Phoenix is woken for a parole hearing, but he finds he somehow knows the access codes to the security systems, and is able to escape the prison and begins wreaking havoc on the city. The police, having not dealt with violent crime for many years, are unable to handle Phoenix and opt to wake Spartan and enlist his help. Spartan is assigned to Lieutenant Lenina Huxley to help with acclimation to the future, which he finds depressing. Others on the police force find his behavior brutish and uncivilized, though Huxley, who is fascinated by the lifestyles of the late 20th century, helps Spartan to overcome this, and the two grow close, despite the limitations on displays of public affection.
They attempt to stop Phoenix from stealing 20th century weapons from a museum display, but Phoenix manages to escape. Phoenix encounters Dr. Cocteau during his escape, and though he tries to shoot him, finds himself unable to do so. Dr. Cocteau calmly asks Phoenix to assassinate Edgar Friendly, the leader of the resistance group called the Scraps that fight against Cocteau's rule, and allows Phoenix to bring other criminals out of cryo-sleep to help at his request. Meanwhile, Spartan and Huxley review the cryo-prison records and find that instead of the normal rehabilitation program, Phoenix had been given the information necessary for his escape by Cocteau directly. They also discover information directing Phoenix towards Friendly, and go off to warn him.
At the Scraps' underground base, Friendly is initially distrustful but Spartan is able to convince him of the threat and takes sympathy in their cause given what he has seen above ground. When Phoenix and his gang attack, Spartan and the Scraps ward off the attack, leading to a car chase between Spartan and Phoenix. During the chase, Phoenix taunts Spartan by revealing that he had killed the hostages before Spartan had arrived in 1996. Phoenix escapes while Spartan comes to terms that he had been wrongly charged with the crime. Meanwhile, Friendly and the Scraps work with the police to try to help stop Phoenix and his gang of cryo-cons.
Phoenix returns to Dr. Cocteau with his gang, and as the rehabilitation programming prevents him from killing Cocteau, orders one of his gang to do so. Spartan and Huxley arrive soon after, finding that Phoenix has already left to release more prisoners. Spartan enters the prison alone to fight Phoenix, engages in a violent fight that ravages the facility, and eventually uses the cryogenic chemical to freeze Phoenix before shattering him. Spartan escapes the prison before it explodes and regroups with the police and the Scraps. The police fear the loss of Cocteau will send their society into a downward spiral, but Spartan suggests that they and the Scraps work together to recreate a society that returns some of the personal freedoms that were lost. He then kisses Huxley and the two go off together.
In 1996 , psychopathic career criminal Simon Phoenix kidnaps a number of hostages and takes refuge with his gang in an abandoned building . LAPD Sgt . John Spartan uses a thermal scan of the building and finds no trace of the hostages , and leads an unauthorized assault to capture Phoenix . When he is captured , Phoenix sets off a series of explosives that bring down the building , and when the police search the wreckage , they find the corpses of the hostages . Spartan is charged with manslaughter , and he is incarcerated along with Phoenix in the city s new California Cryo-Penitentiary , where they will be cryogenically frozen . During their time in deep freeze , they are to be rehabilitated through subconscious conditioning . During their incarceration , the Great Earthquake leads the cities of Los Angeles , San Diego , and Santa Barbara to merge into a single metropolis under the name San Angeles . The city becomes a utopia run under the pseudo-pacifist guidance and control of the evangelistic Dr. Raymond Cocteau , where human behavior is tightly controlled . In 2032 , Phoenix is woken for a parole hearing , but he finds he somehow knows the access codes to the security systems , and is able to escape the prison and begins wreaking havoc on the city . The police , having not dealt with violent crime for many years , are unable to handle Phoenix and opt to wake Spartan and enlist his help . Spartan is assigned to Lieutenant Lenina Huxley to help with acclimation to the future , which he finds depressing . Others on the police force find his behavior brutish and uncivilized , though Huxley , who is fascinated by the lifestyles of the late 20th century , helps Spartan to overcome this , and the two grow close , despite the limitations on displays of public affection . They attempt to stop Phoenix from stealing 20th century weapons from a museum display , but Phoenix manages to escape . Phoenix encounters Dr. Cocteau during his escape , and though he tries to shoot him , finds himself unable to do so . Dr. Cocteau calmly asks Phoenix to assassinate Edgar Friendly , the leader of the resistance group called the Scraps that fight against Cocteau s rule , and allows Phoenix to bring other criminals out of cryo-sleep to help at his request . Meanwhile , Spartan and Huxley review the cryo-prison records and find that instead of the normal rehabilitation program , Phoenix had been given the information necessary for his escape by Cocteau directly . They also discover information directing Phoenix towards Friendly , and go off to warn him . At the Scraps ' underground base , Friendly is initially distrustful but Spartan is able to convince him of the threat and takes sympathy in their cause given what he has seen above ground . When Phoenix and his gang attack , Spartan and the Scraps ward off the attack , leading to a car chase between Spartan and Phoenix . During the chase , Phoenix taunts Spartan by revealing that he had killed the hostages before Spartan had arrived in 1996 . Phoenix escapes while Spartan comes to terms that he had been wrongly charged with the crime . Meanwhile , Friendly and the Scraps work with the police to try to help stop Phoenix and his gang of cryo-cons . Phoenix returns to Dr. Cocteau with his gang , and as the rehabilitation programming prevents him from killing Cocteau , orders one of his gang to do so . Spartan and Huxley arrive soon after , finding that Phoenix has already left to release more prisoners . Spartan enters the prison alone to fight Phoenix , engages in a violent fight that ravages the facility , and eventually uses the cryogenic chemical to freeze Phoenix before shattering him . Spartan escapes the prison before it explodes and regroups with the police and the Scraps . The police fear the loss of Cocteau will send their society into a downward spiral , but Spartan suggests that they and the Scraps work together to recreate a society that returns some of the personal freedoms that were lost . He then kisses Huxley and the two go off together .
http://en.wikipedia.org/wiki/Demolition_Man_(film)
Demolition Man (film)
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   <title>"Demolition Man," by Daniel Waters; and Jonathan Lemkin</title>
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<body>
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                             <u>DEMOLITION MAN</u>



                          Participating Writers:

                              Peter Lenkov
                              Robert Reneau
                              Daniel Waters
                               Fred Decker
                             Jonathan Lemkin


                                Story by:

                              Peter Lenkov
                              Daniel Waters


                             Screenplay by:

                              Daniel Waters
                             Jonathan Lemkin







        SILVER PICTURES
                                                  November 19, 1992
                                                  c 1992














        [NOTE: THE FOLLOWING SCREENPLAY HAD NUMBERED SCENES.
        THESE HAVE BEEN OMITTED FOR THIS SOFT COPY.]















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

                                                    Norbert Wiener


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

                                                    W.C.  Fields










                             <u>DEMOLITION MAN</u>

        FADE IN:

        EXT. BLACK SKY - NIGHT

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


        EXT. LOS ANGELES - AIRBORNE - MOVING - NIGHT (1998)

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

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

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

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

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

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

                                SPARTAN (V.O.)
                  Because there's anger and there's
                  frustration, and then there's pure
                  fucking evil...


        INT. BLIMP POD - CONTINUOUS ACTION - NIGHT

        JOHN SPARTAN peers down into the fiery landscape.

                                SPARTAN
                  Where we're going is pure fucking
                  evil.
                         (beat)
                  Thirty people who were riding that
                  muni bus are still missing.  I've
                  got this bad hunch about who took
                  them and where they are...


        EXT. EXTREME SOUTH CENTRAL LA - FROM ABOVE - AIRBORNE -
        NIGHT

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


        INT. BLIMP POD - NIGHT

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

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

        Spartan gets his bag into position.

                                SPARTAN
                  I just...
                         (shrugs
                          apologetically)
                  ... demolish things.

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

                                SPARTAN
                  I do my job, shit happens.
                         (to Pilot #1)
                  Get a thermo.

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

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

                                SPARTAN
                         (checking the thermo)
                  What's that?

        To the naked eye, out the window, tucked against the
        wall of cars, a large tarp.  To the thermo, the still
        warm inner workings of the muni bus.  Faint outlines of
        the engine, drive train, even seats and frame.  Bingo.

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

                                PILOT #2
                  Isn't that for getting people <u>out</u>
                  of burning buildings...

                                SPARTAN
                  Yeah, sometimes...

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


        EXT. BLIMP - NIGHT

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


        EXT. FORTRESS - MAIN BUILDING - ROOFTOP - NIGHT

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


        INT. FORTRESS - MAIN BUILDING - THIRD FLOOR - NIGHT

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

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

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


        INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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

                                PHOENIX
                  Motherfucker.


        INT. FORTRESS - MAIN BUILDING - STAIRWELL - NIGHT

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

                                SPARTAN
                  That's a warm welcome.


        INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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


        ANOTHER ANGLE - STAIRWELL AND LANDING

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


        BACK TO PHOENIX

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


        BACK TO SPARTAN

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

                                SPARTAN
                  How 'bout some light, guys?

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


        EXT. FORTRESS - FROM ABOVE - NIGHT

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


        INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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

                                SPARTAN
                  Simon Phoenix.  You're under
                  arrest.
                         (then)
                  Where are the muni passengers?

                                PHOENIX
                  Fuck you, Spartan.  They're gone.
                  I told the city no one comes down
                  here anymore.  Cops figured it
                  out, postmen figured it out.  Damn
                  bus drivers wouldn't listen.
                  Arrest me?  You've got no
                  jurisdiction here.  You're in my
                  kingdom now.  Fifty blocks in
                  every direction.  And it's mine.

                                SPARTAN
                         (simply)
                  It's over.

                                PHOENIX
                  It's over?!
                         (knows it's true)
                  Yeah.  It's over.  But I've been
                  king once, and I ain't ever going
                  back to jail.

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

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

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


        EXT. FORTRESS - MAIN YARD - NIGHT

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

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

                                LAMB
                  It's Spartan again...


        INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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


        INT./EXT. FORTRESS - MAIN BUILDING - NIGHT

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


        OVERHEAD POV

        The fireball rockets by the blimp.


        INT. BLIMP - POD - NIGHT

        The Pilots with mouths agape as the fireball crashes by.


        EXT. FORTRESS - MAIN YARD - NIGHT

        The EARTH RUMBLES.  Those who aren't thrown to the
        ground dive for cover.  The SECONDARY EXPLOSION kicks
        in.  Everything that didn't blow straight up in the air
        blows out what remains of the sides of the building.
        Nothing's left standing.


        EXT. FORTRESS - MAIN YARD - NIGHT (AFTERMATH)

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

                                HEALY
                  What's the matter with you?
                  That's why nobody ever invites
                  you over.

                                SPARTAN
                  I hate small talk.  You sent me to
                  do a job, I did it.  It wasn't even
                  me who blew everything up this time.

                                HEALY
                  Yeah.  Sure.

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

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

                                TFR OFFICER
                  Captain.  Captain!
                         (shocked)
                  There's a lot of bodies in here.

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

                                HEALY
                         (to Spartan)
                  You have the right to remain
                  silent.

                                                   SMASH CUT TO:


        INT. CRYO PRISON - STARK WHITE CORRIDOR - DAY

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

                                SPARTAN
                  I'm going to be back.  I'll still
                  be your dad.  I promise.

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

                                KATIE SPARTAN
                  I love you, Daddy.

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

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


        INT. CRYO PRISON - MAIN ROOM - DAY

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

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

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

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

                                SMITHERS
                  John Spartan.  You've done great
                  deeds for the city of Los Angeles,
                  so it is with some regret that I
                  hereby...

                                SPARTAN
                  Skip it...

        Spartan shivers, contemplating one of his stiffening
        hands.

                                SMITHERS
                  John Spartan.  You've been
                  sentenced to 70 years in the
                  California CryoPenitentiary for
                  the involuntary manslaughter of
                  thirty...

                                SPARTAN
                  Skip it...

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

                                SMITHERS
                  I'm sorry, John.
                         (then; a smile)
                  Don't catch cold.

                                SPARTAN
                  Fuh... fuf... funny.

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

                                SPARTAN
                  See ya next century...

        TITLES BEGIN as...

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

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

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


        INT. CRYO PRISON - MAIN ROOM - DAY (2042)

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

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

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

                                HUXLEY (IMAGE)
                  Mellow greeting, Warden John J.
                  Smithers.

                                SMITHERS
                         (this again)
                  Yeah.  <u>BE</u> well.  Lieutenant
                  Lenina Huxley.


        EXT. SAN ANGELES - STREETS - DAY (2042)

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

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

                                HUXLEY (V.O.)
                  As it is a beautiful Monday
                  morning, and as my duty log
                  irrationally requires it...


        INT. LENINA'S POLICE CAR - MOVING - DAY

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

                                HUXLEY
                  I am hereby querying you on the
                  prison population update.
                         (hopefully)
                  Does the tedium continue?


        ON HEADS UP DISPLAY

        Warden Smithers gently reminds her that ---

                                SMITHERS (IMAGE)
                  Incontrovertibly and unequivocally,
                  yes.  The prisoners are ice cubes.
                  They do not move.  They have no
                  thoughts, they have no feelings...
                  The tedium is permanent,
                  Lieutenant.


        INT. CRYO-PRISON - MAIN ROOM - MID LEVEL - DAY

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

                                HUXLEY (IMAGE)
                  I find this lack of stimulus truly
                  disappointing... Don't you think?


        INT. LENINA'S POLICE CAR - DAY

        Smithers peers at her almost suspiciously.

                                SMITHERS (IMAGE)
                  I try not to.  However, you are
                  young, think all you want.  Things
                  don't happen anymore, we've taken
                  care of all that.  I'll fiber-op
                  you back after the morning non-
                  parole hearings.  Have a peachy
                  day, Lieutenant.  <u>BE</u> well...

        The Warden's image poofs.


        INT. CRYO-PRISON - MAIN ROOM - DAY

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

                                FEMALE COMPUTER (V.O.)
                  Coding accepted.  Retina Confirm.

        Smithers leans into a peephole.


        INSIDE PEEPHOLE

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


        INT. CRYO-PRISON - CONFERENCE AREA - DAY

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

                                FEMALE COMPUTER (V.O.)
                  Thank you and be well, Warden
                  William Smithers.

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

                                SMITHERS
                  Twenty-nine years ago, the parole
                  system, as you know it, was
                  rendered obsolete.  Federal
                  Statute 537-29 requires we go
                  through the formality of a
                  hearing for all prisoners
                  incarnated before the repeal
                  of the parole laws.
                  Cocteau Behavioral Engineering,
                  B.E. will continue rehabilitation
                  by altering your behavior through
                  synaptic suggestion during
                  cryogenic sleep.  Nightie night.
                  Your hearing is now over.  You
                  are to be returned to your cryo-
                  cell immediately... 'Mr. Horace
                  Bateman.'  Do you understand what
                  I've said...

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

                                SMITHERS
                  Guards, nod his head for him...
                         (yawning)
                  Ne-xt.

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


        INT. CRYO-PRISON - DEFROSTING CHAMBER - DAY

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


        INT. LENINA'S POLICE CAR - MOVING - DAY

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

                                HUXLEY
                  Huxley, Lenina.  Coding on.

        A serenely annoying VOICE answers her

                                CAR COMPUTER (V.O.)
                  No police presence is requested
                  in the city at this time.  Report
                  to the station.  Good morning,
                  Officer Huxley.

                                HUXLEY
                         (groans)
                  Ahhh...

                                CAR COMPUTER (V.O.)
                  I detect a promoted level of
                  stress in your tone.  Would you
                  like me to prescribe a
                  foodaceutical to...

                                HUXLEY
                  No!  What are you, my mother?
                         (then; calmer)
                  No.  No, thank you though.

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

                                HUXLEY
                  All right, I'll be reporting in...


        EXT. ANOTHER SAN ANGELES STREET - DAY

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

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

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


        EXT. A DIFFERENT SAN ANGELES STREET - DAY

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


        PERISCOPE POV

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

                                PAYNE (O.S.)
                  All right, that's it.
                         (beat)
                  Twelve hours there'll be another...


        INT. SEWER TUNNEL - DAY

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

                                PAYNE
                  ... These assholes are nothing if
                  not predictable.

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

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

                                PAYNE
                  Hey guy, it doesn't really matter
                  if we're ready or not anymore.

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


        INT. POLICE STATION - MAIN AREA - DAY

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

                                PERKY DISPATCHER
                  Greetings and salutations,
                  welcome to the emergency line of
                  the San Angeles Police
                  Department.  How <u>are</u> you?

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

                                HUXLEY
                  Let me guess, all is serene.

                                TOUGH COP
                         (with true shock)
                  There was a defacement of public
                  buildings.  Walls <u>smudged</u>.

                                HUXLEY
                         (shocked as well)
                  Really?  Brutal.  Why wasn't an
                  all cars notified?

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

                                CHIEF EARLE
                  Because there was no need to
                  create widespread panic.
                         (then)
                  Lieutenant Huxley, I monitored
                  your disheartening and distressing
                  comments to the warden this
                  morning.  Do you actually long
                  for chaos and disharmony?  Your
                  fascination with the vulgar
                  Twentieth Century seems to be
                  affecting your better judgement.
                  You realize you're setting a bad
                  example for other officers and
                  sworn personnel...

                                HUXLEY
                  Thank you for the attitude
                  readjustment, Chief Earle.  Info
                  assimilated.

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


        INT. LENINA'S OFFICE - DAY

        -- curses <u>almost silently</u> under her breath as she
        enters...

                                HUXLEY
                  Sanctimonious asshole.

        A MORALITY BOX on the wall picks it up.

                                MORALITY BOX (V.O.)
                  Lenina Huxley, you are fined one
                  half credit for a sotto voce
                  violation of the verbal morality
                  statute.

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

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

                                GARCIA
                  Whew... That was tense.

        Lenina gives him a deadpan glare:

                                HUXLEY
                  <u>That</u> was tense??  Tell me
                  something, Garcia, don't you get
                  bored codetracing perps who break
                  curfew and tell dirty jokes?

                                GARCIA
                  Actually, I find my job deeply
                  fulfilling.
                         (looking around)
                  I just cannot swallow the reality
                  of this office, Lenina Huxley.
                  You're still addicted to the 20th
                  Century high from its harshness,
                  buzzed by its brutality.  Holy
                  smokes, is there anything in here
                  which doesn't violate contraband
                  ordinance 22?

                                HUXLEY
                         (a sweet smile)
                  Just you, Alfredo Garcia.  Don't
                  you ever want <u>something</u> to happen?

                                GARCIA
                  Goodness.  No.

                                HUXLEY
                  I knew you were going to say that.
                         (sighs)
                  What I wouldn't give for some
                  action.


        INT. CRYO-PRISON - CONFERENCE AREA - DAY

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

        The look he gives Smithers is chilling.

                                SMITHERS
                  Mr. Phoenix, one of our first and
                  most illustrious members.  Let's
                  get this one over quick...

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

                                SMITHERS
                  Twenty-nine years ago, the parole
                  system...

                                PHOENIX
                         (echoic; no logic yet)
                  Twenty-nine years ago, the parole
                  system...

                                SMITHERS
                         (firmer)
                  ... was rendered obsolete.

                                PHOENIX
                         (also firmer)
                  ... was rendered obsolete.

                                SMITHERS
                         (sighs)
                  Do you have something to say in
                  your behalf, Mr. Simon?
                         (beat)
                  I thought not.

                                PHOENIX
                         (bemused)
                  Yeah.  Yeah, I do.
                         (it puzzles him,
                          but...)
                  Teddy bear.

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

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

                                PHOENIX
                         (laughing with
                          pleasure; who cares)
                  I have no idea...
                         (then)
                  Simon says, too much talking from
                  you.

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


        VIEW FROM PEEPHOLE

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


        INT. CRYO-PRISON - DAY

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

                                FEMALE COMPUTER (V.O.)
                  Access granted, Warden William
                  Smithers.

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

                                FEMALE COMPUTER (V.O.)
                  Thank you.  And <u>BE</u> well.

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

                                PHOENIX
                  Yeah?  You too.

        And he's gone...


        INT. POLICE STATION - MAIN AREA - DAY

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

                                FEMALE COMPUTER (V.O.)
                         (serenely;
                          meaninglessly)
                  One eight seven.  One eight seven.
                  One eight seven...

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

                                TOUGH COP
                  Oh my, oh my, oh my...

        He's a basket case.  Garcia and Lenina come into the
        fray.

                                GARCIA
                  What's a one eight seven?

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

                                HUXLEY
                         (stunned)
                  Murder-Death-Kill.

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

                                COMPUTER (V.O.)
                  I show two stopped codes at
                  Cryo-Prison X23-1.
                  William Smithers, Warden.  Severe
                  injury.  Do you wish to assign a
                  medic?

        The warden stops crawling.  Collapses.

                                COMPUTER (V.O.)
                  Update:  specification deceased.
                  Do you wish to assign a coroner?

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

                                CHIEF EARLE
                  What's the matter with all of you?

                                TOUGH COP
                  Cryo-Prison, sir... Three non-
                  sanctioned life terminations...
                         (ready to cry)
                  Murder-Death-Kills.  Three MDKs.

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


        EXT. CRYO-PRISON - DAY

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

                                PHOENIX
                  Excuse me, Doctor?

                                DOCTOR
                  Yes...

                                PHOENIX
                  Open your mouth and say 'Ahhhh!'

        Simon's having a good time.


        INT. POLICE STATION - MAIN AREA - DAY

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

                                HUXLEY
                  Access the Cryo-pen's morning
                  hearing schedule... And then give
                  me... wait...

        A list of names flashes on the screen.

                                LAMB
                  It's Phoenix.  Simon Phoenix...

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

                                LAMB
                  I knew him.  We all knew him.  He's
                  evil like you've only read about,
                  girl.  He's...

                                HUXLEY
                  Hold that thought, Zachary Lamb.
                         (to computer)
                  Simon Phoenix's code.  Now.

                                FEMALE COMPUTER (V.O.)
                  There are no specifications on
                  file for Simon Phoenix.

                                HUXLEY
                  L7, you're not coming down with
                  another virus, are you? What's
                  Phoenix's code!

                                LAMB
                  You don't get it, Lenina Huxley.
                  Phoenix isn't coded.  He got
                  chilled back in the 20th, before
                  they started lojacking everybody
                  ... I was a rookie then... He
                  was a big dealer.  Narcotics.
                  Software.  Wetware.  Anything.
                  Declared his own kingdom in South
                  Central L.A.  M.D.K.'d whatever
                  got in his way.  In a bad time,
                  he was the worst.

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

                                FEMALE COMPUTER (V.O.)
                  One stopped code in penitentiary
                  parking area.  John Mostow,
                  doctor.

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

                                HUXLEY
                  Tell me, L7...
                         (dramatic pause)
                  Is the doctor's conveyance still
                  in the parking zone?

                                FEMALE COMPUTER (V.O.)
                  Doctor's vehicle has been code-
                  fixed at the corner of Hollywood
                  and Vine.

                                HUXLEY
                  Glorious.

                                CHIEF EARLE
                         (recovering; back on
                          his feet and taking
                          command)
                  Fine work.  All nearby units.
                  ProtecServe Hollywood and Vine.

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


        EXT. HOLLYWOOD AND VINE - DAY

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

                                TROUBLED-LOOKING GUY
                  I dunno... Lately I just don't
                  feel like there's anything special
                  about me...

                                MALE COMPUTER (V.O.)
                  You are an incredibly sensitive
                  man, who inspires Joy-Joy feelings
                  in all those around you...

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

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

                                MALE COMPUTER (V.O.)
                         (just hearty as hell)
                  You look great today.

        Simon grins.

                                PHOENIX
                  Thanks, feel great, too...

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

                                MAIL COMPUTER (V.O.)
                  You have reached secure mailbox
                  facilities for... Simon Phoenix.

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

                                PHOENIX
                         (dry)
                  Wonder if I can play the accordion
                  now too...

                                MALE COMPUTER (V.O.)
                  Noun:  Gun.  Portable firearm.
                  This device was widely utilized
                  in the urban wars of the late
                  20th Century.  Referred to as a
                  gun, a pistol, a piece...

                                PHOENIX
                  I don't want a history lesson,
                  <u>Hal</u>!  Where are the fucking guns?!

        A morality BOX attached to the kiosk BUZZES.

                                MORALITY BOX (V.O.)
                  You are fined one credit for
                  violation of the verbal morality
                  statute.

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

                                PHOENIX
                  Yeah?  Well fuck you twice.

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

                                MORALITY BOX (V.O.)
                  Your repeated violation of the
                  verbal morality statute has caused
                  me to notify the San Angeles
                  Police Department.  Please remain
                  here for your reprimand.

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

                                PHOENIX
                  Oooh, fuckers are fast, too.

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


        INT. POLICE STATION - MAIN AREA - DAY

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

                                GARCIA
                  Chalk one up for the benevolent
                  ones.


        EXT. HOLLYWOOD AND VINE - DAY

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

                                SQUAD LEADER
                  Maniac is imminent.  Request
                  advice.

                                STRATEGIC APPREHENSION COMPUTER (V.O.)
                  With a firm tone of voice, demand
                  maniac lie down with hands behind
                  back.

                                SQUAD LEADER
                  Simon Phoenix, lie down and put
                  your hands behind your back.

        Phoenix lets off a laugh.

                                PHOENIX
                  Geez gosh.  Six of you.  In such
                  tidy uniforms.  I'm so scared.

        The cops look puzzled.

                                PHOENIX
                  Don't they have irony anymore?

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

                                SQUAD LEADER
                         (hurt)
                  Maniac scoffs at us.

                                S.A.C. (V.O.)
                  Approach, and in an even firmer
                  tone of voice...

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


        INT. POLICE STATION - MAIN AREA - DAY

        The cops are stunned.


        EXT. HOLLYWOOD AND VINE - DAY

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

                                PHOENIX
                  Sarcasm?
                         (turns to two
                          terrified cops)
                  Will you be staying to die, or
                  running away in fear?

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

                                PHOENIX
                  Ahhh, I didn't say running away
                  would help.

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

                                PHOENIX
                  Simon says scream.


        INT. POLICE STATION - MAIN AREA - DAY

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


        EXT. HOLLYWOOD AND VINE - DAY

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


        INT. POLICE STATION - MAIN AREA - DAY

        Despite the electronic distance, cops recoil in fear.


        EXT. HOLLYWOOD AND VINE - DAY

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


        INT. POLICE STATION - MAIN AREA - DAY

        On the giant monitor Simon glares at them

                                PHOENIX (V.O.)
                  Everybody <u>stand</u>!

        Half the cops in confusion and fear do.


        EXT. HOLLYWOOD AND VINE - DAY

        Simon looks straight at the camera.

                                PHOENIX
                         (singing)
                  ... and the home of the...
                         (holds the note for
                          all it's worth)
                  ... brave.

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


        INT. POLICE STATION - MAIN AREA - DAY

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

                                HUXLEY
                  We've lost every camera for six
                  blocks around.
                         (thinking fast)
                  Going to Cahuenga at twelve
                  hundred millimeters.

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

                                GARCIA
                  He's going for the vehicle battery
                  core.  Its capacitance gel.

                                TOUGH COP
                  Why's he doing that?

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


        EXT. COCTEAU COMPLEX - DAY

        A tall, silver needle rising from a plaza complex.


        INT. COCTEAU COMPLEX - CONFERENCE ROOM - DAY

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

                                COCTEAU
                  The problem is not the defacement
                  of public buildings.
                         (turning to someone
                          else)
                  The problem is not the noise
                  pollution of the exploding
                  devices.
                         (turning to yet
                          another)
                  The problem is that these
                  hooligans who have left the
                  comfort of our society feel a
                  need to spew hostility at the
                  bosom they have relinquished.

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

                                PUBLICWORKS (IMAGE)
                  Yes, indeed.

        The other video heads turn and nod in agreement.

                                COCTEAU
                  And mar they may, these halfdozen
                  miscreants infecting the
                  public consciousness with their
                  bile and venom.  And while I am
                  saddened, truly saddened, they
                  have left, we cannot allow them
                  to impair the harmony of San
                  Angeles.  They are but vandals
                  and Visigoths.
                         (then)
                  Forty-four years ago when Los
                  Angeles exploded in violenceAnger,
                  violenceHatred and violenceFear,
                  a disease had erupted... A disease
                  not socio-economic, but <u>behavioral</u>.
                  People had simply forgotten how
                  to behave... We cannot allow it
                  again.  That time, politics, law,
                  even force were useless to affect
                  change... We have triumphed over
                  all of that.
                  The same principles of B.E.,
                  Behavioral Engineering, I have
                  applied to cryo-prison were
                  expanded into the design and
                  execution of what we now call...
                         (gestures proudly)
                  San Angeles, a city as fine as any
                  one of the holding facilities
                  I've designed.  We have a
                  peacefulSafe, and above all,
                  happyhappy population.

        The VIDEOHEADS nod and MUTTER their approval.

                                COCTEAU
                  Even now I am positioning actions,
                  postulating proceedings.  I expect
                  your trustConfidence and certitude.

                                LITTER (IMAGE)
                  As always Mayor/Gov Raymond Cocteau.

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

                                COCTEAU
                         (to the VideoHeads)
                  If you will excuse me.

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

                                ASSOCIATE BOB
                  Mayor/Gov Raymond Cocteau, a
                  cryocon has effected self-release
                  from the penitentiary.
                         (shaken)
                  It is quite horrific.  Murder-
                  Death-Kills.  All categories of
                  chaos...

        Bob shudders.

                                COCTEAU
                  Enhance your calm... Enhance your
                  calm.

        Cocteau gestures to the frozen video heads.

                                COCTEAU
                  Be well them for me.  Get Captain
                  Earle on the Holo.

                                                   CUT TO:


        INT. POLICE STATION - MAIN ROOM - DAY

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

                                EARLE
                  It was just... I mean it was so...


        INT. COCTEAU COMPLEX - CONFERENCE ROOM - DAY

        Earle's image appears on all the VideoHeads.

                                COCTEAU
                  I want you to do everything in
                  your power to get this madman.

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


        INT. POLICE STATION - MAIN ROOM - DAY

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

                                EARLE
                  <u>BE</u> well.

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

                                EARLE
                         (aghast)
                  He M.D.K.'ed everyone in a six
                  man squad.  <u>With</u> a Strategic
                  Apprehension Computer.  Destroyed
                  an official government vehicle.
                  'Everything in our power,' what
                  else is there?

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

                                HUXLEY
                  Zachary Lamb.  How did they
                  apprehend this fiendish Simon
                  Phoenix back in the 20th?

                                LAMB
                  Twelve-state manhunt... Satellite
                  surveillance... A video-bite on
                  'Unsolved Mysteries'... None of
                  it worked.  In the end, it took
                  one man.  One cop.  John Spartan.

        Lenina looks at him with a pleased and spooky smile.


        INT. POLICE STATION - LENINA'S OFFICE - DAY

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


        ON SCREEN

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

                                GARCIA
                  Are you sure this is real life?

                                HUXLEY
                  Barely.  Spartan's a legend.  I
                  did an historical study on him
                  last year, which I guess none of
                  you swallowed.  One thousand arrests
                  in three years.  All real criminals.

                                LAMB
                  There was a lot more business
                  back then.


        MORE WRECKAGE

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

                                FEMALE REPORTER (IMAGE)
                  How do you reconcile the fact you
                  destroyed a three million dollar
                  mini-mall to rescue a girl whose
                  ransom was only 10,000...

                                LITTLE GIRL (IMAGE)
                  Fuck you, lady!

                                SPARTAN (IMAGE)
                  Good answer.


        LENINA

        smiles at the screen --

                                EARLE
                  This is a recommendation?  Your
                  'Demolition man's' an animal, a
                  muscle-bound grotesque who...

                                HUXLEY
                  He is clearly the man for such a
                  job as this.  You could reinstate
                  him.  He hasn't worn a shield in
                  over forty years.  Or much else,
                  for that matter.

                                GARCIA
                  He must be seventy years old by
                  now.

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

                                                   CUT TO:


        INT. CRYO-PRISON - MAIN ROOM - DAY

        ON a Status panel:  Cellular activity:  Null.  Tempera-
        ture:  .5 degree K.  Lights begin to cycle.  A SERVO
        WHINES.  The CAMERA MOVES TO the chamber as the autolock
        begins to unwind.  Unlock.  The arm moves aside.  The
        frozen puck rises from its chamber.  Spartan hasn't
        moved, blinked in 40 years.

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

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

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


        WIDE AGAIN

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


        INT. CRYO-PRISON - DEFROSTING CHAMBER - DAY

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

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

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

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


        INT. CRYO-PRISON - CONFERENCE AREA - DAY

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

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

                                HUXLEY
                  This is within the power of the
                  police charter, sir.  He can be
                  released on limited parole and
                  reinstated to active duty.

                                GARCIA
                  It's not enough to collect the
                  90's.  You have to bring them
                  back to life...

                                HUXLEY
                  Cocteau said everything in our
                  power.  I still can't think of
                  a better idea.

                                EARLE
                  That still doesn't mean it's a
                  good one.

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

                                SPARTAN
                         (pointing at Garcia,
                          the nearest;
                           rasping)
                  You...

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

                                SPARTAN
                  Where am I?

                                GARCIA
                  Uh, I, uh...

        Spartan pushes Garcia away.

                                SPARTAN
                  When am I?

                                GARCIA
                  Uh, it's Thursday.  Tomorrow's
                  Arbor day.
                         (beat)
                  And last week you turned eighty-
                  four years old.  Happy Birthday.

        Huxley comes over.  Clear and concisely...

                                HUXLEY
                  Detective, I'm Lieutenant Huxley.
                  The year is 2042.  Now the reason
                  you've been released...

                                SPARTAN
                         (shaking it off)
                  How long have I been under?

                                HUXLEY
                  Forty-four years.

        Whoa...

                                SPARTAN
                         (trying to focus)
                  I had a wife... What happened to
                  my wife?

                                HUXLEY
                  Your wife's light was extinguished
                  in the Big One of 2010.
                         (off his confused
                          look)
                  Uh, she died.  In an earthquake.
                  <u>The</u> earthquake.

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

                                SPARTAN
                  My wife and I, we had a girl.  A
                  daughter.  I made a promise.
                  What...

                                EARLE
                  John Spartan, I am Chief of
                  Police George Earle.  We did not
                  thaw you for a family reunion.  It
                  is fortunate the lieutenant even
                  did a probe on your wife.  This
                  is about you and a Mr. Phoenix.
                  A Mr. <u>Simon</u> Phoenix.

                                SPARTAN
                         (fully awake)
                  What?

        Huxley steps in.

                                HUXLEY
                  This morning Phoenix escaped from
                  this cryo facility.  We've had
                  nine murder death kills so far.
                  We have become a society of peace,
                  loving and understanding.  And we
                  are, quite frankly, not equipped
                  to deal with this situation.

        He looks at her like she's nuts.

                                GARCIA
                  There have been no deaths of
                  unnatural causes in San Angeles
                  in the last sixteen years.

                                SPARTAN
                  Where???

                                HUXLEY
                  The Santa Barbara, Los Angeles,
                  San Diego metroplex merged in
                  2011.  You are in the center of
                  what used to be Los Angeles.

        He gets up.  He's way stiff.

                                SPARTAN
                  Great.  Just great.
                         (then)
                  God, I'm so hungry.  I'd kill for
                  a burrito.

        They back off in fear.

                                SPARTAN
                  It's just an expression.

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

                                SPARTAN
                  Just get me some Marlboros.

                                GARCIA
                  Of course.  Right away.  What
                  are...

                                SPARTAN
                  A cigarette.
                         (relinquishes his
                          brand loyalty)
                  Just get me <u>any</u> cigarette.

                                HUXLEY
                  Cigarettes are not good for you
                  and it has been deemed that
                  everything that is not good for
                  you is bad.  Hence... illegal.
                  Alcohol, caffeine, contact sports,
                  meat...

                                SPARTAN
                  Are you shittin' me?

                                MORALITY BOX (V.O.)
                  John Spartan, you are fined one
                  credit for a violation of verbal
                  morality statute 113.

        Spartan looks at it in amazement.

                                SPARTAN
                  What the fuck is that?

                                MORALITY BOX (V.O.)
                  John Spartan, you are fined one
                  credit for a violation of...

                                HUXLEY
                         (as I was saying)
                  Bad language, chocolate, gasoline,
                  uneducational toys, and anything
                  spicy.  Abortion's also illegal,
                  but then again so's pregnancy if
                  you don't have a license.

                                EARLE
                  Caveman, let us finish all the
                  Rip Van Winkle and get moving.
                  A Mr. Phoenix has risen from the
                  ashes.

                                SPARTAN
                  Uh-uh.  I tracked that dirtbag
                  for two years, and when I finally
                  brought him down, they turned me
                  into an ice cube for my trouble.
                  Thanks, but no thanks.

                                EARLE
                  The conditions of your parole
                  are full reinstatement into the
                  S.A.P.D. and immediate assignment
                  to the apprehension of Simon
                  Phoenix, or you can go back into
                  cryo-stasis.
                         (then; more softly)
                  Not many people get a second
                  chance, John Spartan.

        Spartan <u>remembers</u>.  The freezer was bad, way bad.  He
        swallows hard and --


        EXT. CRYO-PRISON - DAY

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

                                SPARTAN
                  What am I supposed to be, a drum
                  major?  This isn't a cop uniform.
                  Am I gonna lead the Rose Bowl
                  parade?  What <u>is</u> all this stuff?

                                HUXLEY
                  Direct biolink readouts for vitals,
                  VOX radio connect, base and inter
                  officer coded by rank, partner
                  status and case priority.  And
                  that's the pocket for your whistle.

                                SPARTAN
                         (God save me)
                  Great, in case one of the floats
                  gets loose I can direct traffic.


        EXT. ANOTHER SAN ANGELES CITY STREET / INT. POLICE
        CAR - DAY

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

                                GARCIA
                  This all probably seems quasi-
                  strange to you.

                                SPARTAN
                  Quasi-strange?  This isn't my
                  city.  How do you expect me to
                  protect it?  I don't get you
                  people, let alone like you much...

                                HUXLEY
                  You come from a society in which
                  the average l8-year-old has
                  witnessed 200,000 acts of
                  simulated violence.  In our
                  society the number is closer to
                  four.  If someone off the street
                  was to watch the Three Stooge Men
                  and see the Moe-person hammer the
                  Curly-person, they would weep,
                  John Spartan, weep.

        Spartan looks at her.  What was that?

                                HUXLEY
                  Myself, I'm a bit of an afficanado
                  of the shocking, real and fiction.
                  In fact, I perused many a News
                  Disk of you.  That time you wow-
                  fully tractor-pulled the Santa
                  Monica pier into a heap of rubble
                  in order to snare that team of hit
                  men who...

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

                                HUXLEY
                  You seem very much alone, John
                  Spartan.  Not everything is that
                  different.  Perhaps you would
                  like to hear the oldies station.
                  'Oldies.'

        The RADIO quickly turns ON and changes stations to:

                                RADIO (V.O.)
                  'Sometimes you feel like a nut,
                    sometimes you don't.
                  Almond Joy's got nuts, Mounds
                    don't.
                  Because sometimes you feel
                    like a nut, sometimes you
                    don't.'

                                GARCIA
                  The most popular station in town.
                  Nonstop wall-to-wall minitunes.
                  You called them commercials.  Wow,
                  this is my fave...

                                RADIO (V.O.)
                  'Fat kids, skinny kids, kids who
                    climb on rocks.
                  Tough kids, sissy kids.'

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

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

                                SPARTAN
                  Somebody put me back in the fridge.


        INT. POLICE STATION - MAIN AREA - DAY

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

                                HUXLEY
                  New inforama on Simon Phoenix?

                                TOUGH COP
                  None... So where is John Spartan?

                                GARCIA
                  He went to the bathroom... I guess
                  he got all thawed out.

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

                                TOUGH COP
                  Sir, I formally convey my presence.

                                SPARTAN
                  Hi.

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

                                HUXLEY
                  We're not used to physical contact
                  greetings.

                                SPARTAN
                  Oh... Hey, you guys are out of
                  toilet paper...

                                GARCIA
                  Toilet paper?

                                HUXLEY
                         (suppressed giggle)
                  They used handfuls of wadded
                  paper, back in the 20th.

        The entire station roars with laughter.  Spartan stands
        unamused.

                                SPARTAN
                  I'm happy you're happy but in the
                  place where you're supposed to
                  have toilet paper, you have a
                  little shelf with three seashells
                  on it.

                                PERKY DISPATCHER
                         (hysterical)
                  He doesn't know how to use the
                  three seashells!

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

                                SPARTAN
                  Zach Lamb, what happened to you?!

                                LAMB
                  I got old.  It happens.

                                SPARTAN
                         (stopping, smiling)
                  Motherfuck.  You were a snotnosed
                  punkass rook!  Look at you.
                  You're fucking old!

        The nearest Morality Box dutifully BUZZES.

                                MORALITY BOX (V.O.)
                  John Spartan, you are fined three
                  credits for a violation...

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

                                SPARTAN
                  Shit, fuck, piss, crap, damn,
                  bitch, bitch, damn.  Fuck.

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

                                SPARTAN
                  So much for the three seashells.
                  I'll be right back.


        INT. POLICE STATION - LENINA'S OFFICE - DAY

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

                                HUXLEY
                  Simon Phoenix isn't coded.  An
                  organically bioengineered microchip
                  was developed that could by sewn
                  into the skin.  Sensors all around
                  the city can zero in on anyone at
                  any time.

                                TOUGH COP
                  I can't even conceive a visual of
                  what you cops did before it was
                  developed...

                                SPARTAN
                  We worked for a living.  This
                  fascist crap makes me wanna puke.

                                EARLE
                  What do you think you're
                  scratching, caveman?
                  You really surmise we'd let you
                  out without control?  Your code
                  was implanted the second you
                  thawed.

        Spartan seethingly contemplates his itching hand.

                                SPARTAN
                  Why didn't you just shove a leash
                  up my ass?!

                                EARLE
                  Dirty meat-eater!  No matter how
                  Viking your era was, I cannot
                  digest how you ever wore a badge!
                  You're going back, John Spartan,
                  oh yes, you're going back.

                                HUXLEY
                  Could you two please dump some
                  hormones?  We need every cortex we
                  can get in this situation.

                                EARLE
                  We don't need him.  Our computer
                  has already examined all feasible
                  scenarios resulting from the
                  appearance of Simon Phoenix and
                  determined he will attempt to
                  start up a new drug lab and form
                  a crime syndicate.

                                FEMALE COMPUTER (V.O.)
                  That is correct, Chief George
                  Earle.

                                SPARTAN
                  I hate to interrupt you two
                  lovebirds, but that's fucking
                  stupid.  You think he wants to
                  build a business?  Phoenix is
                  going for a gun.  Plain and
                  simple.

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

                                SPARTAN
                  Phoenix is a complete meglomaniacal
                  fucking psychopath.  And the first
                  thing Simon is going to want to do
                  is wipe the smug smiles off your
                  shiny faces.
                  He could just handshake your asses
                  to death, but who's got the
                  goddamn patience.  Trust me, he's
                  going for a gun.

                                EARLE
                  Who cares what this primate thinks.
                  Resonate some understanding.  The
                  only place a person can even view
                  a gun in this city, is at a...
                  museum!


        INT. SAN ANGELES MUSEUM OF ART AND HISTORY - MAIN
        HALL - DAY

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

                                MUSEUM COMPUTER BOX (V.O.)
                  If you care to sample what it was
                  like to spend a day in Los Angeles
                  in the Twentieth Century please
                  press the button.

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

                                PHOENIX
                  Home sweet home...

        As he heads down the hall --


        EXT. POLICE STATION - DAY

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

                                SPARTAN
                  It's a hunch.  Trust me on this.
                  It's a cop thing.
                         (as they get into
                          the car)
                  I'm driving.

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

                                SPARTAN
                  You're driving.


        INT. POLICE STATION - MAIN AREA - DAY

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

                                COCTEAU (IMAGE)
                  Enhance your calm, Chief.
                  Please, share your disquietude.

                                EARLE
                  Mayor/Gov Cocteau, we find the
                  branching possibility exists the
                  escaped cryocon, Mr. Simon Phoenix,
                  may be on his way to the Museum of
                  Art and History in your complex.

                                COCTEAU (IMAGE)
                  What permutation lead you to this
                  curious conclusion?  Do you expect
                  him to be homesick?

        Raymond quietly enjoys his own wit.

                                EARLE
                  No.  No, sir.  Do you not still
                  have the armory exhibit
                  downstairs?

        OFF Cocteau's look of quiet surprise ---


        INT. MUSEUM - ARMORY ROOM - DAY

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

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

                                PHOENIX
                  This is the future.  Where are
                  the fucking phaser guns?

        He keeps moving down the line.  Past the 1940s, the
        1980s, 1990s... And finally a weapon he doesn't recognize
        at all.  Magnetic Accelerator Gun.  AcMag for short.
        Phoenix grins.

        Punches the glass in the exhibit.  Hard.  His fist
        bounces off.  It hurts.  He looks around for something to
        break it with.  Nothing.  Side kicks a larger expanse of
        glass in front of another display.  Almost breaks it.
        Not quite.  Growls.  A MUSEUM HELPER/GUARD comes into
        the room.  Moves towards the annoyed Phoenix smiling
        pleasantly.

                                MUSEUM GUARD
                  Mellow greetings.  What seems to
                  be your boggle?

                                PHOENIX
                  My boggle...
                         (he sighs)
                  I'm at the top of the food chain,
                  ya know?  And I would prefer to
                  use tools, not bruise up my hands
                  and feet.  But I can't find
                  anything in this place.  A rock,
                  a crowbar, any heavy object.
                  Tell me, whatta you weigh?

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

                                PHOENIX
                  Enough...

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

                                PHOENIX
                  Motherfuck.

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

                                MUSEUM COMPUTER (V.O.)
                  That's a great looking shirt.

        Phoenix chuckles appreciatively, presses the "?" button.

                                MUSEUM COMPUTER (V.O.)
                  Yes, Museum Patron.  Have you a
                  query?

                                PHOENIX
                  Whatsa matter with the...
                         (checks the name)
                  Magnetic Accelerator gun?

        Graphics flicker madly on the screen.

                                MUSEUM COMPUTER (V.O.)
                  The Magnetic Accelerator gun, the
                  last produced handheld weapon of
                  this millenium displaced the flow
                  of neutrons through a non-linear
                  cycloid supercooled
                  electromagnetic force.

                                PHOENIX
                  So... what?  It needs new
                  batteries?  What size?  Who sells
                  batteries in the future?  Is
                  there a battery store I can go to?

        Two GUARDS appear in the doorway behind him.

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

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

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

                                MUSEUM COMPUTER (V.O.)
                  The AcMag, now reactivated,
                  should concurrently supercool and
                  achieve fission in...two point
                  six minutes.

                                PHOENIX
                         (looking at steel
                          doors)
                  Yeah, well, I was considering
                  leaving quickly and patience is
                  <u>not</u> one of my virtues.
                         (beat)
                  Who am I kidding? I don't have
                  any virtues.

        Laughs at his own wit.  Grabs a shoulder bag from a
        Vietnam era GI display.  Starts loading up on weapons
        and ammo.  Kid in a toy store.  Examines, discards,
        chooses... And everything is free.  He turns to the
        Civil War cannon.  And grins...


        EXT. COCTEAU COMPLEX - MUSEUM ENTRANCE - DAY

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

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

                                SPARTAN
                  You see that?

                                GARCIA
                  What?

                                SPARTAN
                  Never mind.  I give up trying to
                  figure this place out.

                                GARCIA
                         (holding out his
                          S.A.C.)
                  Procedure?

                                S.A.C. (V.O.)
                  Establish communication with
                  maniac intruder.

                                SPARTAN
                  Wrong.
                         (he takes the S.A.C.,
                          smashes it to the
                          ground)
                  Hey.  Luke Skywalker.  Use the
                  Force.

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

                                SPARTAN
                  What the hell's this?

                                GARCIA
                  It's a glow rod.  It's what we
                  got.

                                SPARTAN
                  Does it work?

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

                                SPARTAN
                  Guess so.

                                HUXLEY
                  They've got him trapped in section
                  eight.

                                SPARTAN
                  Trapped?  The Maniac Intruder?
                  That I doubt.  Oh, would you make
                  sure for me that nobody else is
                  in the building?

                                HUXLEY
                         (understands)
                  Done.
                         (as she turns to the
                          guards)
                  I want a visual.  Now.  Every
                  corridor in the museum.  I want
                  full sensors routed to me.  And I
                  want it ninety seconds ago...

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


        INT. MUSEUM - MAIN HALL - DAY

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


        INT. MUSEUM - ARMORY ENTRANCE - DAY

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

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


        INT. MUSEUM - ARMORY ROOM - DAY

        Phoenix stands behind the Civil War cannon.

                                PHOENIX
                         (amusing himself once
                          again)
                  What can I say, I'm a blast from
                  the past.

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

                                SPARTAN (O.S.)
                  Simon Phoenix.  L.A.P.D., I mean
                  San Angeles P.D.  You're under
                  arrest.

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

                                PHOENIX
                  Nah.  I don't think so.

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

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

                                SPARTAN
                  Hands up or I'll shoot, Simon.
                         (beat; to himself)
                  Fuck it.

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

                                PHOENIX
                  You were saying...
                         (recognition jolt)
                  Spartan!  John Spartan!  What's a
                  guy like you doing in a century
                  like this?

                                SPARTAN
                  My job.

                                PHOENIX
                  Who cares?  Simon says bleed.

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

                                PHOENIX
                         (re: the AcMag)
                  Come <u>on</u>, motherfucker.
                         (then)
                  Well, we'll do it the old-
                  fashioned way...

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

                                PHOENIX
                  So lemme get this straight -- they
                  defrosted you just to lassoo my
                  piddly ass?

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

                                SPARTAN
                  I was in the neighborhood.

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

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

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


        INT. MUSEUM - MAIN HALL - DAY

        Smoke everywhere.

                                PHOENIX (O.S.)
                  Nice shooting, Spartan.  You
                  killed the building.

        The smoke clears.  They're in downtown 20th Century
        L.A.  They've dropped into the archeological exhibit we
        saw before.  Spartan, shaking off the fall, finds himself
        weaponless.  Phoenix is spinning madly around, AcMag in
        one hand, an Ingram from his shoulder bag in the other.
        STRAFES everywhere with the INGRAM.  Tosses it away.

                                PHOENIX
                  Past is over, Spartan.
                         (re the AcMag)
                  Time for something new and improved.
                  Like me... Now die.

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

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

                                SPARTAN
                  You forgot to say Simon says.

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

                                PHOENIX
                  What a brave new world.  Sorry you
                  have to leave.

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


        EXT. MUSEUM - REAR COURTYARD - DAY

        Cocteau coolly walks through the freshly-landscaped
        courtyard.

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

                                ASSOCIATE BOB
                  I'm sure, sir, the Stress Breeder
                  is inside being demobilized as we
                  speak...

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

                                PHOENIX
                  Damn, being frozen has thrown
                  off my aim.  Don't worry, I'll
                  kill you with the next shot.

                                COCTEAU
                  I don't think so.

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

                                COCTEAU
                  Ah, no kiss-kiss.  No bang-bang...
                  And you were doing so well.  Now,
                  don't you have a job to do?  Don't
                  you have someone you have to kill?

        Phoenix looks at him.  Surprised and puzzled...

                                PHOENIX
                  Yeah, I do...

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


        EXT. MUSEUM STREET - REAR COURTYARD - DAY

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


        EXT. MUSEUM - REAR COURTYARD - DAY

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

                                SPARTAN
                  You don't know how fucking lucky
                  you are that maniac didn't whack
                  you.

                                COCTEAU
                  No doubt whacking, whatever it
                  is, would be extremely bad.  You
                  scared him away and I do not know
                  how to thank you.  You saved my
                  life.

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


        EXT. COCTEAU COMPLEX - MUSEUM ENTRANCE - DAY

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

                                HUXLEY
                  Not bad for an eighty-four-year-
                  old!  Simon Phoenix knows he has
                  some competition.  He's finally
                  matched his meat.  You really
                  licked his ass!

                                SPARTAN
                  Uh, it's 'met his match.'  And
                  'kicked.'  Kicked' his ass.

        Cocteau takes a quivering Chief Earle aside.

                                COCTEAU
                         (coolly)
                  Who is this man?

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

                                EARLE
                  Detective John Spartan.
                  Temporarily reinstated to the San
                  Angeles Police Department to
                  pursue the madman Simon Phoenix.
                         (ready to cry)
                  You told us to do everything in
                  our power to capture the madman.

                                COCTEAU
                         (beat)
                  I did.  Yes.  Yes, I did.  I do
                  recall the exploits of John
                  Spartan.  Didn't they call him...
                  I think it was... The Demolition
                  Man.
                         (then)
                  It's quite all right, Chief.
                  Unexpected, creative, but quite
                  all right.  <u>BE</u> Well.

        Earle nods.  Still terrified.

                                COCTEAU
                  John Spartan, welcome.  So, what
                  do you think of our fair society?

                                SPARTAN
                  Great, I come to the future,
                  Phoenix gets the ray gun, I get
                  the rusty Beretta.

        Cocteau addresses Spartan and the entire assemblage.

                                COCTEAU
                  John Spartan, in honor of your
                  arrival, and your protection of
                  the sanctity of human life,
                  namely my own, I wish for you to
                  join me for dinner tonight.
                         (sees Huxley
                          at his side)
                  The both of you.  I insist.
                  You must accompany me to Taco Bell.

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

                                SPARTAN
                  Uh.  That'd be great.
                         (befuddled)
                  Looking forward to it...


        INT. POLICE STATION - MAIN AREA - DUSK

        Spartan is not happy --

                                SPARTAN
                  Wait, wait, wait.

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

                                SPARTAN
                  Spacely Sprockets here, who is now
                  in charge, the 'Mayor/Gov,' who
                  wants to take me to dinner at
                  <u>Taco Bell</u> -- though Lord knows I
                  wouldn't mind a burrito -- is
                  also one of the guys who invented
                  the cryoprison?!

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

                                EARLE
                  Dr. Cocteau is the most important
                  man in San Angeles.  He practically
                  created our whole way of life.
                  <u>Savage</u>!

                                SPARTAN
                  Well he can have it.
                         (choosing words)
                  And rather than inserting barbed
                  instruments up the rectums of
                  those around you, perhaps you
                  would care to sit on one yourself.

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

                                SPARTAN
                  Phoenix could be anywhere, but
                  not having a code could hurt him.
                  Limits his options.

                                HUXLEY
                  Correct.  Money is outmoded.  All
                  transactions are through codes.

                                SPARTAN
                  So Phoenix can't buy food or a
                  place to crash for the night.
                  Pointless for him to mug anybody...
                         (beat; thinks)
                  Unless he rips off someone's hand.
                  Let's hope he doesn't figure that
                  one out...

        Everyone is momentarily nauseated.

                                GARCIA
                  And with all officers already
                  patrolling in a citywide crisis
                  net, it should be just a matter of
                  tick-tocks before...

                                EARLE
                  And you know, we already have a
                  back-up plan.  We can just wait
                  for another code to go red.  When
                  Phoenix performs another
                  murderdeathkill, we'll know
                  exactly where to pounce...

                                SPARTAN
                  Oh.  Great plan.

                                EARLE
                  Thank you.

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

                                SPARTAN
                  So where the fuck is he?

        Spartan reaches without looking.  Pockets another
        warning.


        EXT. SAN ANGELES ALLEY - NIGHT

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

                                PHOENIX
                  No front door, no welcome mat,
                  what's with these people?  How
                  you supposed to show up and kill
                  somebody?

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


        EXT. SAN ANGELES SKYLINE - NIGHT

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


        INT. LENINA'S POLICE CAR - MOVING - NIGHT

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

                                HUXLEY
                         (a touch embarrassed;
                          a schoolgirl crush)
                  I've been an enthusiast of your
                  escapades for quite some time.
                  I have, in fact, perused some actual
                  newsreels of you at the
                  Schwarzenegger library.  The time
                  you drove your car through that...

                                SPARTAN
                  Back up.  The Schwarzenegger
                  library...

                                HUXLEY
                  Yes, the Schwarzenegger
                  Presidential Library.  Wasn't he
                  an actor when you...

                                SPARTAN
                  Stop... He was President?

                                HUXLEY
                  Even though he was not born in
                  this country, his popularity at
                  the time caused the 61st Amendment
                  which states...

                                SPARTAN
                         (waving her off)
                  I don't want to know...

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

                                SPARTAN
                  I keep looking around, thinking
                  about my daughter growing up in a
                  place like this.  I'm afraid she's
                  gonna think I'm some kind of
                  disgusting primate from the past.
                  As much as I want to see her, I
                  almost don't wanna know.  I'm not
                  gonna fit into the picture very
                  well.

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

                                HUXLEY
                  It would be a minor misuse of
                  police powers but I could do a
                  search for you.

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

                                SPARTAN
                         (then; changing
                          subjects)
                  So, what's with this Cocteau guy?
                  He thanks me for saving his life --
                  which I'm not sure I did --
                  invites me to dinner, and where
                  does he take me... <u>Taco Bell</u>.  I
                  mean, hey, I like Mexican but
                  come on...

                                HUXLEY
                  Your tone is quasi-facetious.  You
                  do not realize Taco Bell was the
                  only restaurant to survive the
                  Franchise Wars.  <u>All</u> restaurants
                  are now Taco Bell.

        As they pull up in front --


        EXT. TACO BELL - NIGHT

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

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


        INT. TACO BELL - FRONT COUNTER AREA - NIGHT

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

                                COUNTERGIRL
                  Hi!  May I help you?

                                SPARTAN
                  Uh, I'll take a Burrito Supreme
                  and a shake?

                                COUNTERGIRL
                  Will that be for here or to go?

                                SPARTAN
                  Ah.  The eternal question... Here.

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

                                COUNTERGIRL
                  Burrito Supreme.  Shake.  BE well.

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

                                SPARTAN
                  Oooh.  Yum... Good thing I'm
                  hungry.


        INT. TACO BELL - COCTEAU'S TABLE - NIGHT

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

                                COCTEAU
                  John Spartan, the hero of the
                  hour.  I congratulate you.

                                ASSOCIATE BOB
                  Greetings and salutations, I am
                  Associate Bob.  We met before,
                  ever so briefly but I was
                  groveling in fear in the humus at
                  the time.  You have had quite the
                  exciting first day in San Angeles.
                  Imagine, chasing a real criminal.

                                SPARTAN
                         (sitting)
                  Imagine.  Could someone pass the
                  salt?

                                HUXLEY
                         (whispering)
                  Salt is not good for you.  Hence
                  it is...

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

                                COCTEAU
                  So, John Spartan, tell me, what
                  do you think of San Angeles, 2042?

                                SPARTAN
                  I guess, considering the way
                  things were going when I went
                  in -- I thought the future would
                  be a sick, decaying pit of
                  suffering and hate with a thick,
                  foul stench.

        Cocteau gloats.

                                COCTEAU
                  You should consider visiting New
                  York/Jersey after this.

                                SPARTAN
                         (brightening)
                  You mean nothing's changed?

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

                                COCTEAU
                  Look at you, John Spartan, pouting
                  for the old cheeseburger -- the
                  flesh of dying animals covered
                  with cholesterol laden butterfat.
                  You miss the bad old days.

                                SPARTAN
                  Yeah, maybe.
                         (then)
                  Look, I like vegetables.  I even
                  ate tofu a couple times.  But I
                  got to choose when I wanted it.

                                COCTEAU
                  You think we've gone too far?  You
                  weren't here for the fourth and
                  fifth riots.
                         (harsh)
                  Civilization tried to destroy
                  itself.  People just wanted the
                  madness over.  And when I saw
                  the chance to make things right,
                  I grabbed it.  San Angeles would
                  not be here.  It would be your
                  pit of stench.

                                SPARTAN
                  Yeah?  Maybe you can book me a
                  flight to New York when this is
                  done.

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

                                COCTEAU
                  For your crimes, John Spartan,
                  you would have surely rotted and
                  died in jail by now.  Even you
                  have to appreciate the
                  persuasively tranquil humanity of
                  the Cryo-Prison system...

                                SPARTAN
                  I don't want to piss on your
                  parade, pal, but my 'cryo-
                  sentence' wasn't a sweet lullaby.
                  I had feelings -- I had
                  thoughts -- a 44 year-old bad
                  dream about thirty people in a
                  burning building -- about my wife,
                  beating her fists against an ice
                  bucket.  It woulda been more
                  humane to stake me down and leave
                  me to the crows.

                                HUXLEY
                  You were awake?  A person would go
                  insane.

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

                                COCTEAU
                  I am saddened and stunned.  If
                  there's anything I can do...

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

        The food truck approaches.

                                SPARTAN
                         (standing)
                  Just call for back-up.  I'll be
                  across the street.

                                HUXLEY
                  But, John Spartan, why... How,
                  wha...

                                SPARTAN
                         (calling out; as he
                          leaves)
                  One of those hunch things again.
                  Bad guys about to do bad things...

        And Spartan is gone...


        EXT. COURT OF STORES - NIGHT

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

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

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


        INT. TACO BELL - TABLE AREA - NIGHT

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


        EXT. COURT OF STORES - NIGHT

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

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

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

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

                                SPARTAN
                  Great, they brought the whole
                  team.

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


        INT. TACO BELL - TABLE AREA - NIGHT

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


        EXT. COURT OF STORES - NIGHT

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

                                SPARTAN
                  Now if we can just get them to
                  stay and play...

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

                                TROLLEY DRIVER
                  BE well...?

                                SPARTAN
                  Be gone.

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


        INT. TACO BELL - TABLE AREA - NIGHT

        The patrons grow dead silent in anticipation.


        EXT. COURT OF STORES - NIGHT

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


        INT. TACO BELL - TABLE AREA - NIGHT

        The patrons unbridle themselves into actual cheering.


        EXT. COURT OF STORES - NIGHT

        Spartan bursts forth from the trolley into the melee.

                                SPARTAN
                  You're all under arrest.

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

                                SCRAP RAIDER
                  Protein!  I've found protein!!

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

                                SPARTAN
                         (wearily)
                  You're going to regret this for
                  the rest of your life.  Both
                  seconds of it.

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

                                SPARTAN
                  Maybe I'm losing my touch.

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

                                SPARTAN
                  Better.

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

                                PAYNE
                  We're outta here!


        INT. TACO BELL - TABLE AREA - NIGHT

        Cocteau smolders at the sight of Payne.


        EXT. COURT OF STORES - NIGHT

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

                                HURLED SCRAP
                         (genuine pleading)
                  Please... don't...

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

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

                                HUXLEY
                  Such a reckless abandonment!
                  Looks like there's a new shepherd
                  in town!

                                SPARTAN
                  'Sheriff'... Who were those guys?

                                COCTEAU
                  We call them Scraps.  Voluntary
                  outcasts, they cower beneath us
                  in sewers, abandoned tunnels...

                                ASSOCIATE BOB
                  They're nothing but thugs and
                  hooligans.

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

                                HUXLEY
                         (to Spartan)
                  You are even better live than on
                  laserdisc.  Oh, and the joyjoy
                  way you paused to make a glib
                  witticism before doing battle with
                  that strangely-weaponed Scrap it
                  was so, so...

                                SPARTAN
                         (losing it)
                  Hey, this isn't the Wild West.
                  The Wild West wasn't even the Wild
                  West.  Hurting people is not a
                  good time.  Well, sometimes it
                  is... but not when it's just a
                  bunch of guys who want something
                  to eat.  You know, I think I
                  liked it better when we were all
                  supposed to fry in a nuclear
                  holocaust.

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


        EXT. ADDITIONAL SAN ANGELES STREET - NIGHT

        Huxley's cruiser glides INTO FRAME.

                                HUXLEY (V.O.)
                  Huxley, coding off.


        INT. LENINA'S POLICE CAR - MOVING - NIGHT

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

                                SPARTAN
                  Hey, look, I'm sorry I yelled
                  before... back there.

                                HUXLEY
                  No need to make a dehurtful
                  retraction.  I've assimilated
                  too much contraband.  I fleshed
                  you as some blow-up-the-bad-guys-
                  with-a-happy-grin-he-man type, but
                  I realize now you're the moody-
                  troubled-past-gunslinger-who-only-
                  draws-when-he-must.

                                SPARTAN
                  Huxley.  Stop.  I'm not any of
                  that... I'm nothing.

        Touched, Lenina hands Spartan a small, unusual box.

                                HUXLEY
                  Oh, hey, here's what you asked
                  for... Why do you...

                                SPARTAN
                  Thanks.  It's just a... hunch.


        LENINA'S APARTMENT - NIGHT

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

                                SPARTAN
                  This is where you live?

                                HUXLEY
                  You, too.  I have procured you a
                  domicile down the corridor from
                  my own.


        INT. LENINA'S APARTMENT - NIGHT

        BLACK SCREEN

                                HUXLEY (O.S.)
                  Everything is voice-coded.  So if
                  you need something...

        A door opens in the darkness.

                                HUXLEY
                  ... just ask.  Lights.

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

                                HUXLEY
                         (proudly)
                  What do you think?  I clicked off
                  a lot of credits to create the
                  perfect 20th Century apartment.

                                SPARTAN
                  It's very...

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

                                HUXLEY
                  Isn't it?
                         (then; a little
                          halting)
                  John Spartan, there is of course a
                  well-known and documented connection
                  between sex and violence.  Not so
                  much a causal effect, but a state
                  of general neurological arousal.

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

                                HUXLEY
                  And after observing your behavior
                  and my resultant condition, I was
                  wondering if you would like to
                  have sex?

        He had <u>no</u> idea that was going to be her point.

                                SPARTAN
                  With you?
                         (as she nods)
                  Now?
                         (as she nods
                          again)
                  Ahhh, ahhh, mmm, yeah.

                                HUXLEY
                  Great.

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

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

                                HUXLEY
                  Now you have to relax.  We'll
                  start in a few seconds.

                                SPARTAN
                  Start what?

                                HUXLEY
                  Having sex, of course.

        And she flicks on the switch on her own helmet.


        VIRTUAL REALITY WORLD

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


        INT. LENINA'S APARTMENT - NIGHT

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

                                HUXLEY
                  What's wrong?  You broke contact.

                                SPARTAN
                  Contact?  I haven't even touched
                  you yet!

        Lenina removes her helmet with some confusion and hurt.

                                HUXLEY
                  But... but I thought you wanted
                  to make love.

                                SPARTAN
                  This is like boning Ms. Pacman.

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

                                HUXLEY
                         (flustered)
                  Vir-sex has been proven to
                  produce higher orders of
                  alpha waves during digitized
                  transference of sexual energies!

                                SPARTAN
                  Waddya say we just do this the
                  old-fashioned way?

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

                                HUXLEY
                  Uuuugh.  You mean... fluid transfer?!

                                SPARTAN
                  Boning, doing the wild mambo,
                  you know...
                         (demonstrates)
                  ... the hunka chunka.

                                HUXLEY
                  <u>That is no longer done</u>!

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

                                HUXLEY
                  Exchange of bodily fluids?  Do
                  you know what that leads to?

                                SPARTAN
                  Kids, smoking, a desire to raid
                  the fridge.

                                HUXLEY
                  The rampant exchange of bodily
                  fluids was one of the major reasons
                  for the downfall of society.
                         (trying to explain
                          calmly)
                  After AIDS there was NRS.  After
                  NRS there was UBT.  One of the
                  first things Dr. Cocteau was able
                  to do was outlaw and behaviorally
                  engineer all fluid transfer out
                  of societally-acceptable
                  behavior.  Not even mouth
                  transfer is condoned.

                                SPARTAN
                  There's no kissing anymore...?
                  I was a good kisser...

                                HUXLEY
                  Ughh.

                                SPARTAN
                  What about kids?

                                HUXLEY
                  Procreation?  We go to the <u>lab</u>.
                  Fluids are purified, screened
                  and transferred by authorized
                  medical personnel only.  Ugh.
                  Ugh...

                                SPARTAN
                  I didn't...

                                HUXLEY
                  You are a savage creature.  John
                  Spartan, I wish you to leave my
                  domicile now!

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


        INT. SPARTAN'S APARTMENT - NIGHT

        In darkness, Spartan loudly bangs into something.

                                SPARTAN
                  Ahh.  Lights.

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

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

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

                                NUDE WOMAN (IMAGE)
                  Hi, Martin!  I was thinki -- ohmyGod!
                  I'm sorry, wrong number --

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

                                SPARTAN
                  Uh, telephone directory...

                                VIDSCREEN COMPUTER (V.O.)
                         (words appearing
                          simultaneously on the
                          screen)
                  Videophone directory accessed.
                  Spartan almost bails, but finally --

                                SPARTAN
                         (a little worried)
                  Do you have a number for a Katie,
                  I guess it's Katherine now,
                  Spartan?  Or maybe under her
                  mom's name, Warren, or...
                         (the thought hits
                          him)
                  ... her mom might have even
                  re-remarried.  But she's passed
                  away now...

        Shuts up.  Realizes he's been rambling.

                                VIDSCREEN COMPUTER (V.O.)
                         (as soon as he shuts up)
                  Katie Spartan.  No ref.  Katherine
                  Spartan.  No ref.  Katherine
                  Warren.
                         (pause, pause)
                  No current ref.

                                SPARTAN
                  Was there one?

                                VIDSCREEN COMPUTER (V.O.)
                  Listed offspring under Madeline
                  Warren through 2010.  Listed
                  different number domicile until
                  2028.

                                SPARTAN
                  What happened then?

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

                                VIDSCREEN COMPUTER (V.O.)
                  No ref.

                                SPARTAN
                         (dreading the answer)
                  Did she die?

                                VIDSCREEN COMPUTER (V.O.)
                  No death certificate issued.
                  No ref.

                                SPARTAN
                  Good thing she didn't die without
                  permission.  Did she move?

                                VIDSCREEN COMPUTER (V.O.)
                  No relocation license granted.
                  No ref.

                                SPARTAN
                         (getting irked)
                  Reason for 'no ref'?

                                VIDSCREEN COMPUTER (V.O.)
                         (after a beat)
                  What number do you wish to call?
                  Hangs up on him.

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

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


        INT. COCTEAU'S OFFICE - NIGHT

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

                                COCTEAU
                         (a little annoyed)
                  Lights.

                                PHOENIX (O.S.)
                  Nah, I changed that.  Il<u>lum</u>inate.

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

                                PHOENIX
                  Il<u>lum</u>inate.
                         (they go off)
                  Isn't that nicer?  Go 'head, you
                  try it.

                                COCTEAU
                         (exasperated)
                  Illuminate.

        The lights come back on.

                                PHOENIX
                  Raymond, bud, we need to talk.

                                COCTEAU
                  How'd you get in?

                                PHOENIX
                  I wish I knew.  Access codes,
                  routes to secret underground
                  kingdoms, the words to songs I
                  thought I forgot... I've been
                  meaning to ask you about this.  I
                  can do almost anything.  I like
                  this.  A lot.

                                COCTEAU
                         (starting to lose his
                          calm demeanor)
                  Your skills were given to you for
                  a reason.  Not for your personal
                  amusement.  Your job is to kill
                  this nuisance, Thomas Payne no
                  one else in San Angeles can
                  perform this simple task
                  anymore -- and not to allow him to
                  wreak any more surface harassing
                  havoc.  And your ineptitude
                  allowed it to grow worse tonight.

                                PHOENIX
                         (beat)
                  'Ineptitude.'  Now I'd say that's
                  a bit of a provocative word,
                  Raymond.  Have you ever been down
                  to the Wasteland?  Has <u>anyone</u> you
                  know been down there??  No?
                         (good; then I lie madly)
                  Oooh.  It's bad down there.  Really
                  bad.  It's a wonder I got out of
                  there alive.  It's gonna be a big
                  problem.
                         (sorry, but...)
                  I'm gonna need five or six more
                  guys.  Easy.
                         (then)
                  You gotta list?  'Cause I don't
                  wanna defrost no serial killers
                  or mad dog types.

                                COCTEAU
                  So you're gonna be the only mad
                  dog type?

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

                                PHOENIX
                  Exactemundo.

        Cocteau turns to Bob.

                                COCTEAU
                  Fine.  Take care of it.
                         (then to Phoenix)
                  Just get it over with... You're
                  beginning to be more trouble
                  than you're worth.

                                PHOENIX
                  Aww, don't say that...

        Phoenix chuckles.  Then, a little irked --

                                PHOENIX
                  What the hell is Spartan doing
                  here, Raymond?  Who invited him to
                  our party?

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

                                COCTEAU
                  Finish your business and I'll
                  stuff him back in the freezer.
                  Think of him as a guarantee.

                                PHOENIX
                  I took care of Spartan before,
                  don't worry your pointy little
                  head about it.  Now to avoid this
                  ineptitude, we need these guys
                  thawed...

        Cocteau nods.  Yeah, whatever...

                                PHOENIX
                  Il<u>lum</u>inate.

        The lights go out again.  Simon chuckles madly.

                                COCTEAU
                         (getting aggravated)
                  Illuminate.

        Nothing happens.

                                PHOENIX
                         (laughing as he
                          disappears)
                  Nah, I changed it again.  See ya...

                                ASSOCIATE BOB
                  What a distasteful fellow.

        Cocteau just looks at him.  Enough already...

                                COCTEAU
                  Oh shut up, Bob.


        EXT. LENINA'S APARTMENT - MORNING

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

                                HUXLEY
                         (all business)
                  Detective...

                                SPARTAN
                         (getting in the
                          driver's side)
                  I've got to learn to do this
                  sometime.

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

                                SPARTAN
                  This is for you, Huxley.

                                HUXLEY
                  Oh, thanks...


        INT. LENINA'S POLICE CAR - DAY

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

                                HUXLEY
                  What a lovely...

                                SPARTAN
                  I don't know what they put in my
                  Cryoslush, but I thaw out and the
                  first thing I want to do is...
                  knit.  How come I know what a
                  zipper foot is, a shuttle, hook
                  and bobbin, petitpoint.  I could
                  weave a throw rug right now with
                  my eyes closed.

                                HUXLEY
                         (chuckling)
                  It was your rehab training.  For
                  each inmate the computer draws up
                  a skill or trade which best suits
                  their genetic disposition.  It
                  implants the knowledge and desire
                  to carry out whatever training
                  was assigned.

                                SPARTAN
                  I'm a 'seamstress?'  Seamstress.
                  Great.  How come I come out of
                  cryoprison and I'm Betsy fucking
                  Ross and Phoenix comes out and he
                  can access computers, operate all
                  vehicles, find the locations of
                  every damn thing in the city?
                         (he has a thought)
                  Can you get me Phoenix's rehab
                  program?

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

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

                                SWEET FEMALE COMPUTER (V.O.)
                  Phoenix, Simon.  Rehabilitation
                  skills; Urban combatkill, torture
                  methodology, computer override
                  authorization, violent...

                                SPARTAN
                  Who develops the rehab programs?
                  Attila the Hun?

                                HUXLEY
                         (disquieted)
                  Cocteau Industries of course.
                  But why would Cocteau want to
                  provoke madness?  He's always
                  been obsessed with one thing...

                                SPARTAN
                  Yeah... control.  The success of
                  his favorite restaurants.  The
                  end of kissing... I've gotta talk
                  to this asshole.

                                HUXLEY
                  But, John Spartan, you must be
                  mistaken.  You can't accuse the
                  savior of the city of being
                  connected to a multi-murder-
                  deathkiller like Simon Phoenix.
                  It's... rude.

                                SPARTAN
                  I'll be subtle.  I'm good at
                  subtle.

        Lenina looks anything but reassured.


        INT. COCTEAU COMPLEX - COCTEAU'S LOBBY - DAY

                                ASSOCIATE BOB
                  I am ever so sorry, John Spartan,
                  but Dr. Raymond Cocteau is not
                  here for your unannounced visit.
                  I don't think I can access him at
                  this time.

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

                                SPARTAN
                  Think again.

                                ASSOCIATE BOB
                         (choked)
                  I'll give it my utmost efforts,
                  sir.

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

                                ASSOCIATE BOB
                  Oh wonder of wonders, I have him
                  on FiberOp in the conference
                  room.


        INT. COCTEAU COMPLEX - CONFERENCE ROOM - DAY

        Cocteau appears on a dozen swiveling VideoHeads.

                                COCTEAU
                         (condescending)
                  Mellow apologies for my lack of
                  physical disposition, Detective,
                  but I do have an entire city/gov
                  to run.

        Spartan wastes no time with pleasantries.

                                SPARTAN
                  Run this.  You programmed
                  Phoenix's rehab to turn him into
                  a terrorist.  Now that you wussed
                  out this entire society in a
                  tribute to yourself you needed
                  Phoenix to handle the cast-offs
                  who wouldn't listen to your
                  bullshit.

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

                                COCTEAU
                  Phoenix's rehab.  Now.

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

                                SWEET FEMALE COMPUTER (V.O.)
                  Phoenix, Simon.  Rehabilitation
                  skills; Decorative Gardening,
                  Retail Floral Arrangements...

                                COCTEAU
                  What are you speaking of, Detective?
                  My only interest in Simon Phoenix
                  was in that of the creation of an
                  expert Florist.

                                SPARTAN
                  Florist?  Phoenix wouldn't know a
                  prickly pear from a pair of pricks.

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

                                SPARTAN
                  Try again.

        Even on video, Cocteau flinches visibly.

                                SPARTAN
                  Outside the museum, why didn't he
                  blow your brains out?  I saw the
                  security disc.  Phoenix had a
                  full ten seconds to think about
                  where to put the hole in your
                  head.

                                COCTEAU
                         (a little shook)
                  John Spartan, this display of
                  barbaric behavior was not
                  acceptable even in your time.

                                SPARTAN
                  Yeah.  But it worked.

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

                                SPARTAN
                  When a man like Phoenix has a
                  gun to your head, ten seconds
                  is nine and a half seconds longer
                  than you live.

                                COCTEAU
                         (on the vid screen)
                  Not everyone is as eager as you
                  to resort to violence to solve
                  all the difficulties in life.
                  Even now I am beginning to wonder
                  if the fracas in the museum was
                  the result of Mr. Phoenix's
                  presence or your own.

        The Beretta appears next to Cocteau's head onscreen.

                                                   CUT TO:


        INT. COCTEAU'S COMPLEX - COCTEAU'S OFFICE - DAY

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

                                SPARTAN
                  Wonder about this, shithead.  You
                  think you can control this guy?
                  Trust me... you can't.

                                COCTEAU
                         (a beat; unfazed)
                  Is there something specific you plan
                  to do with that archaic device?

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

                                COCTEAU
                  Now, John Spartan, do you not query
                  yourself that this misplaced
                  hostility is the result of your
                  transference of self hatred and
                  personal loathing?

                                SPARTAN
                  What??

                                COCTEAU
                  Perhaps you blame me for my role
                  in the progenation of the cryo
                  process.  That does not relieve
                  you of your burden of
                  responsibility for the commitment
                  of your initial crimes.

        Spartan looks at him a long time.

                                SPARTAN
                  Fuck you.

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


        EXT. TACO BELL/COURT OF STORES - DUSK

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

                                EARLE
                  Please cease this madness,
                  enhance your calm, John Spartan.

                                SPARTAN
                  I've had it with enhancing my
                  calm.  I'm going to find Phoenix
                  and enhance his calm instead.
                  I'm the only one here who can
                  handle this situation.

                                GARCIA
                  How will you accomplish this,
                  John Spartan?

                                SPARTAN
                  I'm going to blow his fucking
                  head off.

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

                                HUXLEY
                  John Spartan, even if Simon
                  Phoenix was programmed to escape,
                  extinguish life and steal
                  contraband weapons -- by forces
                  known or unknown -- pray tell why
                  are you proceeding to the depths
                  of Wasteland?

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

                                SPARTAN
                  The reason the citywide manhunt
                  didn't work was because Phoenix
                  was down in the one place you A,
                  can't monitor, B, are afraid to
                  visit, and C don't give a shit
                  about.

                                EARLE
                         (then; braver)
                  Whether Phoenix is down there or
                  not, you just can't drop in.
                  Resonate some understanding, the
                  Wasteland is filled with thugs
                  and...

                                SPARTAN
                  Hooligans, I know.  We might
                  never come back.

                                EARLE
                  Yeah.  You might like it down
                  there.

        Spartan looks at him with a grin.

                                SPARTAN
                  You made a joke.  There's hope
                  after all.
                         (then)
                  Hey, how bad could it be...

        Nobody has a clue.  It could be really bad.

                                SPARTAN
                  Look, you two don't have to do
                  this.  I can handle Phoenix.

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

                                HUXLEY
                         (Eastwood tough)
                  Hey, come on, let's go blow this
                  guy.

                                SPARTAN
                  That's 'blow this guy away.'

                                HUXLEY
                         (shrugs)
                  Whatever.


        INT. WASTELAND - OMINOUS TUNNEL - DUSK

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

                                GARCIA
                  'My dog's better than your dog.
                  My dog's better than yours...
                  My dog's better cause he...'
                         (to Spartan)
                  Sorry, when I'm nervous, I...
                  Sorry.


        INT. WASTELAND - LENGTH OF PIPE - DUSK

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


        INT. WASTELAND - UNDERGROUND STREET - NIGHT

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

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

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

                                SPARTAN
                  Thugs and hooligans, huh?

                                HUXLEY
                  I had no idea... we've always been
                  told the only people down here were
                  savages, who wanted only to...

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

                                GARCIA
                  What is that emanation?

                                SPARTAN
                  Oh, yeah, oh yeah...

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

                                SPARTAN
                  Thank God, a real burrito...
                  Smokes.

                                HUXLEY
                  I think I'm going to...

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

                                OLD WOMAN
                         (to Garcia)
                  Buenos dias, senor....

                                GARCIA
                  Uh, no thank you...

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

                                SPARTAN
                  Best damn burritos I ever had.

                                HUXLEY
                  Just don't ask where the meat
                  comes from.

                                SPARTAN
                  What do you mean?

                                HUXLEY
                  Did you see any cows down here,
                  Detective?

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

                                SPARTAN
                  Que esta esso carne?

                                OLD WOMAN
                  Esta carne de rodentia.

        Beat.

                                SPARTAN
                  Rat burritos.  I'm eating a rat
                  burrito.

        Spartan thinks about it.  Eats the last bite.

                                SPARTAN
                  And it was good.  Damn fine salsa
                  too.

                                OLD WOMAN
                  Gracias, Senor.

        Huxley is nauseous.

                                GARCIA
                  Oh my...

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


        INT. WASTELAND - BAR

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

                                PHOENIX
                  Gentlemen, let's review.  It's
                  2042.  That's two oh four two, as
                  in the Twenty-First Century.  The
                  world is a pussy-whipped Disney
                  Channel version of itself and all
                  we gotta do to run the whole place
                  is kill this guy, named <u>Raymond</u>,
                  who put it all together.  Then
                  as an added bonus, you get to kill
                  the man who put most of us in the
                  freezer, your pal and mine, John
                  Spartan.
                         (this goes over big;
                          now for the plan)
                  We can rape, loot, pillage, all
                  the fun things you remember.
                  This place is gonna be like a
                  theme park, but with our kinda
                  themes.  Let's get busy.

                                BEPPO
                         (fixated on this
                          previous point)
                  We get to kill John Spartan?

                                PHOENIX
                         (knows his clientele)
                  Over and over and over, if you'd
                  like.

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

                                PHOENIX
                         (throwing back his
                          drink)
                  Salud.


        INT. WASTELAND - LARGE CAVERN - NIGHT

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

        We can see stalls and houses around the rim.  Out of date
        cars are being used as homes.  Spartan takes it all in.
        His eye catches a bright red 1969 Pontiac GTO beside the
        machine shop.  He's drawn to it in admiration, Huxley and
        Garcia in his wake.

                                SPARTAN
                  Nice... A 1969 Pontiac LeMans GTO
                  convertible with rear spoiler and
                  hot wheel mags... Seriously beyond
                  the standard package.

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

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

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

                                PAYNE
                  Your friends too.
                         (they do)
                  You got ball balls, cop, coming down
                  here after the show you put on...

                                HUXLEY
                         (tough as she can)
                  We're looking for a MurderDeath
                  Killer... Can you help?  Or just
                  bully us with these primitive
                  weapons?

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

                                SPARTAN
                  Well, maybe they're not so
                  primitive.

                                PAYNE
                  Not funny, not smart.  What do
                  you want, cop?

                                SPARTAN
                  I got a few questions.

        Payne COCKS his PISTOL, aims at Spartan.

                                SPARTAN
                  But if it's a bad time we could
                  come back later.

                                PAYNE
                  It's always a bad time down here
                  for questions.

                                TOUGH SCRAP
                  You've got no business down here.

                                SPARTAN
                  Who are all you people?  And why
                  are you down here?

                                PAYNE
                  What's it to you?  What the hell
                  do you care?

                                SPARTAN
                  Look, I'm not from here.  Well, I
                  am from here, but I'm not from
                  Now.  And for all I can see, this
                  whole place is as fucked up as
                  where I'm from... I'd just kinda
                  like to know what's going on.

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

                                PAYNE
                  Some of us didn't tow the line.
                  Some of us didn't make the grade.

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

                                PAYNE
                  And some of us just got tired of
                  being told what to do...

                                SPARTAN
                  Guess you people weren't part of
                  the Cocteau plan.

                                PAYNE
                  Man, this is the Cocteau plan.

                                SPARTAN
                  Next time you go shopping, I'm
                  not going to be in your way...
                         (then)
                  Listen, when the laws are wrong,
                  men have to take it upon
                  themselves to change them.

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

                                HUXLEY
                         (shocked)
                  John Spartan, you must uphold the
                  law.

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

                                SPARTAN
                  It's the old story, give up a
                  little freedom for a little
                  safety and soon you have no
                  freedom and no safety.

                                PAYNE
                  You're a pretty wise man.

                                SPARTAN
                  Nah, I'm just fifty years out of
                  date.  But I do have another
                  question.
                         (off Payne's tacit
                          approval)
                  We're looking for a guy.  Black
                  skin, white hair, one blue eye,
                  bad attitude.  He's from my time,
                  and if I don't find him, we're
                  all in trouble.

        Payne hasn't.  Looks to the others.

                                TOUGH SCRAP
                         (nods to Payne)
                  Scoped him yesterday.

                                GARCIA
                         (amazed)
                  You were right...


        VIEW FROM DISTANCE

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


        SIMON

        can't believe his good luck.  He chuckles.

                                PHOENIX
                  You know, I musta done something
                  right in a previous life.
                         (thinks; this seems
                          really unlikely)
                  Don't know what that coulda been...

        He turns and quietly starts dispensing instructions to
        the cryocons.


        BACK TO SCENE

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

                                KATHERINE
                  John Spartan?  The Demolition Man?

                                SPARTAN
                  Yeah...
                         (surprised; looks at
                          this older woman)
                  Do I know you?

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

                                KATHERINE
                  You did.  I'm your daughter.

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

                                SPARTAN
                  Katie, my little Katie...

                                KATHERINE
                  Little Kate, I'm older than you...

                                SPARTAN
                  You'll always be my little girl,
                  I don't care how old you are.
                         (steps back)
                  God, Katie.  You're all grown up.
                  I missed your whole life.  I
                  missed everything.

                                KATHERINE
                  Mom and I always talked about
                  you.  I always hoped I would see
                  you one day.  I knew I would.

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

                                SPARTAN
                  Tell me everything.  I want to
                  know everything about you...

                                KATHERINE
                         (laughing; it's fifty
                          years)
                  Everything?  All at once?

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

                                SPARTAN
                  Yes.  Absolutely everything.
                  Start where I left off.  You were
                  six...

                                GARCIA
                  Spartan.

        Spartan's busy.

                                GARCIA
                  Spartan...
                         (as Spartan ignores
                          him; still busy)
                  Spar...

                                SPARTAN
                  What!

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

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

                                SPARTAN
                  Get down!!!

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

                                PHOENIX
                  Spartan, buddy, I brought some
                  old friends.

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

                                SPARTAN
                  Stay down!

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

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


        INT. WASTELAND - CULVERT - NIGHT

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

        The CULVERT itself EXPLODES, blowing shrapnel everywhere.

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

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


        INT. WASTELAND - CROSS PIPE - NIGHT

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

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

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

                                SPARTAN
                  Oh shit.

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

                                PHOENIX
                  Just go with the flow, Spartan.


        INT. WASTELAND CORRUGATED CONDUIT - NIGHT

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


        INT. WASTELAND - LARGE CAVERN/SUPPORT GRID - NIGHT

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

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

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

                                PHOENIX
                  Hey, since we're just hanging out,
                  I have to tell you something --
                  remember those muni passengers
                  you blew to pieces trying to
                  catch me...?  They were already
                  dead, pal, before you even
                  touched the building.  Cold as
                  Haagen Dazs.
                         (Simon grins his
                          scary grin)
                  See ya...

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

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

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

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

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


        INT. WASTELAND - LARGE CAVERN - FLOOR - NIGHT

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

        Spartan stampedes away.


        INT. WASTELAND - UNDERGROUND STREET - NIGHT

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

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


        ELEVATOR SHAFT

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


        BURRITO JOINT

        Spartan drops down with a gleam.

                                SPARTAN
                  There's an elevator shaft on top
                  of this place...

                                HUXLEY
                  Then does that mean this place
                  is...

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

                                HUXLEY
                  Going up?

                                SPARTAN
                         (looking off; with a
                          sudden grin)
                  Momentito, Senorita Huxley.


        INT. 2042 GM DEALERSHIP - NIGHT

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

        The Wasteland Pontiac GTO convertible is jamparked in
        burrito joint crunching the place's chairs in a heap.
        Driver Spartan REVS the ENGINE as passenger Lenina
        shudders about what is to happen next.

                                HUXLEY
                  Now what?

                                SPARTAN
                  Vaya con dios.

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


        EXT. TACO BELL - COURTYARD - NIGHT

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

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

                                LAMB
                  Yeah, the Demo Man is back.

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

                                PHOENIX
                  So am I.  Rookie.

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

                                LAMB
                  Phoenix... you're still... one
                  ugly sonofabitch.

                                PHOENIX
                  You shouldn't have said that, now
                  I'm going to have to kill you...
                  Ah damn, I forgot, I already did.

        Lamb drops to the ground.


        PONTIAC GTO

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

                                SPARTAN
                  Lamb!

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

                                HUXLEY
                  I empathize with your loss.

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


        EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

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

                                SPARTAN
                  Fuck it.

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


        INT. STOLEN POLICE CAR - NIGHT

        The bullet rips against Phoenix's neck.

                                PHOENIX
                  Motherfucker!

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


        EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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


        INT. STOLEN POLICE CAR - NIGHT

        Phoenix struggles to control the car.

                                PHOENIX
                  Auto-inflate!

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


        INT. GTO - NIGHT

        Spartan grunts in frustration.

                                SPARTAN
                  Damn!  Take over!

                                HUXLEY
                  What?!

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

                                SPARTAN
                  Drive!

                                HUXLEY
                  So what, I just push this pedal...


        EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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


        INT. STOLEN POLICE CAR - NIGHT

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

                                PHOENIX
                  Computer:  velocity control
                  override!

                                COMPUTER (V.O.)
                  State the nature of the emergency.

                                PHOENIX
                  Arson.
                         (as car picks up a
                          little speed)
                  Armed robbery!
                         (as more speed; not
                          enough)
                  No, it's murder!  An entire
                  family is being robbed in a
                  burning building and they're all
                  getting killed.

        The car SCREECHES its TIRES in acceleration.


        INT. GTO - NIGHT

        Spartan watches the car jet ahead at an amazing clip.

                                HUXLEY
                  He's accessed velocity override!

                                SPARTAN
                  Don't worry.  Punch it.


        EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

                                SPARTAN
                  Whoa, whoa, slow down!

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


        INT. STOLEN POLICE CAR - NIGHT

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


        EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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


        INT. STOLEN POLICE CAR - NIGHT

        Phoenix shouts at the car ---

                                PHOENIX
                  Open doors!  Emergency!


        EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

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

                                PHOENIX
                  Close doors.

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

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

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

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

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

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

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

                                PHOENIX
                  Computer!  Disengage Auxilliary
                  Battery Pod now!

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

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

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


        INT. LONG TUNNEL - NIGHT

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

                                SPARTAN
                  Move over!

                                TRUCK DRIVER
                  Oh dear!  Don't hurt me, please
                  don't hurt me!

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

        Phoenix thinks everything is A-okay until he looks in his
        rearview and sees a bunch of streetlights being taken out
        by the too huge truck and getting closer.  The truck
        harshly rams Phoenix, nearly jarring him from his seat
        but for the restraints.


        EXT. POLICE STATION - NIGHT

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

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

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

        Half a beat.

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

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

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

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


        INT. TRUCK CAB - NIGHT

        BLOOOOOFFF.  SecuroFoam EXPLODES from nozzles everywhere.


        INT. POLICE STATION - NIGHT

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


        EXT. POLICE STATION - AFTERMATH - NIGHT

        Fire drones fight the blaze.  The cab of the truck, a
        door torn off, lies askew.  It's entirely filled with
        dense, solid foam.  Half a beat... It CRACKS open,
        Spartan appears tearing giant hunks of foam away.  Eyes
        wild.

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

                                EARLE
                  You... You... Menace!

                                SPARTAN
                  Yeah.

        Huxley comes running up from the GTO.

                                HUXLEY
                  John Spartan, I thought your life
                  force had been prematurely
                  terminated.  Look at you, you're
                  in shambles.

                                SPARTAN
                         (still tearing off
                          foam)
                  Thought I was fucked this time too.
                         (re:  his torn uniform)
                  Don't worry.  I can fix this later.
                  All I need's a needle and thread.

        Spartan looks around, turns to Earle.

                                SPARTAN
                  I need something, anything, a
                  shotgun, a flare gun...
                         (looks up)
                  Holy shit...

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

                                EARLE
                         (mustering command)
                  Stun batons on!

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

                                SPARTAN
                  You get a bump on the noggin and
                  you're Pancho Villa.

                                GARCIA
                  Who?

                                SPARTAN
                  Never mind.
                         (to Payne)
                  Loan me a gun.  Loan me two guns.

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

                                SPARTAN
                  What else you got?

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

                                EARLE
                  You would have used these weapons
                  of mass destruction against the
                  men and women who upheld the law?!

                                PAYNE
                  We would have used these weapons
                  to shop for groceries.

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

                                PAYNE
                  Look, Chief, I've had it with being
                  a criminal.  I'm not a criminal.
                  Think of me more as the head of the
                  people's militia.  We're gonna go
                  dump the tea in the harbor, ya
                  know?

                                EARLE
                  That's good, cause tea contains
                  caffeine.

        Spartan looks at him.

                                SPARTAN
                  You're joking again, right?
                         (as Earle nods)
                  Grin or something afterwards,
                  people don't know.

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

                                HUXLEY
                  Who are these swarthy strangers?

                                SPARTAN
                         (stunned; checks the
                          second)
                  I know these guys.  I arrested them
                  years ago... Albert Collins, 22
                  known murders.  Beppo Zemoto, I
                  don't even want to talk about what
                  he did.  And they're out.  There
                  were more too...

                                HUXLEY
                         (proud of him)
                  I once checked, prior to your
                  arrest, 45 out of 200 members of
                  the multilife sentence wing of
                  the cryoprison were your arrests.

                                SPARTAN
                  Right now, that's not a very
                  reassuring statistic...

                                KATHERINE (O.S.)
                  Hey.  Dad.

        Spartan turns, faces his daughter.

                                KATHERINE
                  Here.  You gave me this.

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

                                KATHERINE
                  Don't get killed.  Maybe we'll
                  get to know each other.

                                SPARTAN
                  That'd be good.

                                KATHERINE
                  I didn't tell you I loved you.

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

                                SPARTAN
                  You don't have to.

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

                                HUXLEY
                  Don't hit anything.

                                SPARTAN
                  Whattya mean?  I'm an excellent
                  driver.

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


        INT. COCTEAU'S OFFICE - NIGHT

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

                                COCTEAU
                  I wasn't counting on this, but I
                  must say you've worked out
                  beautifully.  People are terrified
                  of you.

                                PHOENIX
                         (don't flatter me)
                  Ah, people have always been
                  terrified of me.

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

                                COCTEAU
                  But this time they're truly scared.
                  Soon they'll want to take the next
                  step -- security cameras in every
                  room, stricter alarm systems against
                  misbehavior, anonymous hotlines to
                  their neighbor's infractions...
                         (gloating)
                  I'll have carte blanche now to
                  create the perfect society.
                  Everyone will want it.  An enzyme
                  injection for all citizens that
                  will insure everyone has the same
                  I.Q., the same weight, and the
                  same desire to think only happy
                  thoughts.

        Phoenix is back where Cocteau can see him --

                                PHOENIX
                  I'm pretty happy now.  I think I'll
                  pass on that shot.

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

                                COCTEAU
                         (lost in his
                          own reverie)
                  Other cities will follow.  San
                  Angeles will be a beacon of order
                  with the purity of an ant colony
                  and the beauty of a flawless pearl.

                                PHOENIX
                  Nah.  You can't take away people's
                  right to be assholes.
                         (then; it's been
                          bothering him)
                  That's it, that's who you remind
                  me of -- an evil Mr. Rogers.

        Cocteau smiles.  Simon tosses the gun to Elvin.

                                PHOENIX
                  You try to kill him.  This is
                  beginning to piss me off.

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

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

                                PHOENIX
                  So what shall I do with you, <u>Bob</u>?

                                ASSOCIATE BOB
                  I am an excellent associate, sir.
                  I could work for you.
                         (off Phoenix's doubt
                          of this)
                  Dr. Cocteau actually had me
                  endocrinecologically altered to
                  never wish to be anything but
                  an associate.

                                PHOENIX
                  What??

                                ASSOCIATE BOB
                  I believe the slang that would best
                  express it across our chronological
                  gap, sir, would be that he -- cut
                  my balls off.

                                PHOENIX
                  Literally?

        Bob nods; Simon claps him on the shoulder.

                                PHOENIX
                  Bob, it's a sign of weakness to cut
                  the balls off the people who work
                  for you.  I'm gonna get you a new
                  set.

                                ASSOCIATE BOB
                  Why, thank you, sir.

                                PHOENIX
                  Can we do that now?

        Bob nods.

                                PHOENIX
                  I'm gonna get a couple extra
                  myself.  Not that I need 'em.  But
                  just for spares...

                                ASSOCIATE BOB
                  If I could interrupt...

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

                                ASSOCIATE BOB
                  But the police are here.


        OUT WINDOW

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


        BACK IN OFFICE

                                PHOENIX
                  I'm gonna need to defrost more
                  guys, Bob.  Lots more guys.  Can
                  you do that?

                                ASSOCIATE BOB
                  Indubitably.  But the computer
                  codes will have to emanate from
                  this office.  We will need a few
                  moments here before fleeing.
                         (sits at keyboard;
                          types away madly)
                  I might suggest that the, uh,
                  large gentlemen might be
                  considered, ah...
                         (sotto)
                  ...disposable.  Especially with
                  rather large supply forthcoming.
                  Perhaps they could be sent to
                  welcome Mr. Spartan.  If they
                  succeed, so much the better, if
                  not, they will at least hinder
                  his progress?

                                PHOENIX
                  I like you, Bob.  You have no
                  heart.
                         (then)
                  Guys, John Spartan's on his way.
                  Go downstairs.  Kill him.

                                DANZIG
                  Over and over and over...

        They leave.

                                PHOENIX
                  Now, really, violent evil multi-
                  lifers.  I want guys who
                  understand that crimes come in
                  bunches.  Not just a sporadic bit
                  of violence or law breaking here
                  and there.  I want guys who've
                  been on killing sprees before.
                  Men who've crossed state lines
                  with impunity!  Do you understand
                  me, <u>Bob</u>?

                                ASSOCIATE BOB
                         (still typing madly)
                  Perfectly, sir.

                                PHOENIX
                  I'm gonna like running this place.


        INT. COCTEAU COMPLEX - COCTEAU LOBBY - NIGHT

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

                                SPARTAN
                  Old trick.

                                HUXLEY
                  Old criminals.

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

                                SPARTAN
                  Elvin!

        Elvin steps out.  Spartan SHOOTS him through the chest.

                                SPARTAN
                  Thought it was you.

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

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

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

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

        And misses the fact that Francis is coming up from
        behind.  He slaps the baton out of her hand.  Grabs
        her around the neck, lifts her in the air.  Begins to
        strangle her to death.  She kicks and claws at him
        without effect.

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

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

        Huxley's in a state of shock.

                                HUXLEY
                  This man has died at my hands.  I
                  have taken all his future from
                  him...

                                SPARTAN
                  Him or you, Huxley.

                                HUXLEY
                         (somewhat mollified)
                  There is that.


        INT. COCTEAU'S OFFICE - NIGHT

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

                                HUXLEY
                  Horrors.  Oh horrors.  Sic
                  Transit Raymond Cocteau.  Oh, John
                  Spartan, civilization as we know
                  it will come to an end.

                                SPARTAN
                  It does that every once in a
                  while.

        The computer screen catches Spartan's eye.

                                SPARTAN
                  What's this?

                                HUXLEY
                         (checks it out)
                  Ooh.  This is bad.  Very bad.
                         (as Spartan looks
                          over her shoulder)
                  He's accessed the cryoprison.
                  He's about to defrost the entire
                  multilifer wing.
                         (beat)
                  Most of them don't like you.

                                SPARTAN
                  Most of them didn't even like
                  their mothers.  These are bad
                  people.
                         (then)
                  How many?

                                HUXLEY
                  Eighty.

                                SPARTAN
                         (beat; dry)
                  We have to stop that.


        INT. COCTEAU COMPLEX - COCTEAU LOBBY - NIGHT

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

                                HUXLEY
                  All units, all units.
                  ProtectServe Cryoprison.  Simon
                  Phoenix assumed to be en route.
                         (lifts the send
                          button)
                  Should I announce the demise of
                  Doctor Raymond Cocteau?

                                SPARTAN
                  Nah.  I think we're gonna cause
                  enough panic on our own.


        EXT. CRYO PRISON - NIGHT

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

                                GARCIA
                  He's inside already.  And it's
                  completely sealed.

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

                                SPARTAN
                  This is crime against nature...

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

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

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

                                HUXLEY
                         (nervous as hell)
                  Okay, look, I wasn't at all pleased
                  to cause the fatality of that
                  deranged cryocon, but I understand
                  now that sometimes under
                  particular circumstances that
                  violence is necessary...

                                SPARTAN
                  Good.

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

                                SPARTAN
                  Then you'll understand this.

        She falls into Garcia's arms.

                                SPARTAN
                  Hang on to her.  See she doesn't
                  get herself into trouble.

                                GARCIA
                  You too.

                                SPARTAN
                  Yeah.

        Spartan turns, starts towards the Cryo prison.  As he
        walks --- Takes a deep breath.  Loosens up his right
        shoulder.  Loosens up his left.  Checks the gun on his
        right hip.  Checks the gun on his left.  They're both
        set to cross draw.  Steps through the breach.


        INT. CRYO PRISON - OUTER THAWING ROOM - NIGHT

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

                                ASSOCIATE BOB
                  Doctor Cocteau would want every
                  bit of haste from you!
                         (sotto to Simon)
                  If he was still extant that is.

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


        INT. CRYO PRISON - INNER THAWING ROOM - NIGHT

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


        INT. CRYO PRISON - OUTER THAWING ROOM - NIGHT

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

                                ASSOCIATE BOB
                  There's been a breach in the outer
                  gate.  An intruder has entered the
                  CryoFacility and I feel it's safe
                  to assume it's John Spartan.

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

                                PHOENIX
                  Got some really wild uppers?
                  Speed, crank, amphetamines?
                  Anything?

                                MED TECH
                         (a little confused,
                          but...)
                  We have pure megadrenalin, sir.

                                PHOENIX
                  Good.  Whack these guys with it.
                  A bunch.

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

                                PHOENIX
                  Hey wake up.  Good.  Listen to
                  me.  You've just been defrosted.
                  It's the future.  John Spartan is
                  out those doors.
                         (a beat; he smokes;
                          this should be fun)
                  Go kill him.

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


        INT. CRYO PRISON - LOBBY - NIGHT

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

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

                                COCTEAU (IMAGE)
                  Greetings, and <u>BE</u> well.

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

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

        One gun goes flying.  Spartan beats on Howie with his
        free hand.  Ignacious fights for control of his gun
        hand.

        Spartan bashes Howie back for a moment, continues to
        tussle with Ignacious.  Finally, he's had enough --

                                SPARTAN
                  Fine.  Take it.

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

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


        INT. CRYO PRISON - OUTER THAWING ROOM - NIGHT

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

                                PHOENIX
                  So, who's left that's good?
                  Ooooh, Ramon Gutieriz?  We
                  gotta get him.

        He's like a kid at FAO Schwartz.

                                PHOENIX
                  Come on...

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

                                PHOENIX
                  Go...

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


        INT. CRYO PRISON - STARK WHITE CORRIDOR - NIGHT

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


        INT. CRYO PRISON - MAIN ROOM - NIGHT

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

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

        Spartan whirls.  A crane WHIRRING by and Associate Bob
        trotting behind.  Spartan follows.  Creeps slowly
        around the corner.  GUNS up... Comes around a turn to
        spot Phoenix locking the arm into a puck.  Takes aim.
        Phoenix sees him at the same time.  Yanks a control on
        the crane.  The puck pivots up as Spartan FIRES.

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

                                PHOENIX
                  Don't you understand the meaning
                  of give up?  You're too late,
                  John.  I've got three more batches
                  in the oven.

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

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

        Phoenix turns to find Bob slinking away.

                                PHOENIX
                  Where the fuck you going?

                                ASSOCIATE BOB
                  I wish you good luck, sir.  This
                  is an activity that requires
                  testicles.

                                PHOENIX
                         (considers)
                  True 'nuf.

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

                                PHOENIX
                  Take those stairs, I'll cover
                  you.

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

                                PHOENIX
                         (sotto; to himself)
                  No brains either.

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

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

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


        MAIN LEVEL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        FIRES it.

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

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

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

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

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

                                ANGRY CRYOCON
                  Spartan!!!

                                MANY ANGRY CRYOCONS
                  Kill him!!  Kill him!!!!!

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

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

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

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

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

        Simon grows closer.

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

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

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

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

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

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

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

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

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

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

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

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

        Phoenix's head snaps clean off.

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

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

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

                                SPARTAN
                  All right, who's next???

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

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

                                SPARTAN
                         (a massive
                          understatement)
                  I think it's time to go.

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


        INT. CRYO PRISON - STARK WHITE CORRIDOR - NIGHT

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


        EXT. CRYO PRISON - NIGHT

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


        GATE

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

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

                                KATHERINE
                  Good to see you again, Dad.
                         (kisses him on
                          the cheek)
                  Come by sometime for dinner.
                         (re:  the
                          destruction)
                  I'll cook.

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

                                HUXLEY
                  That was it?  That's the whole
                  kissing thing?  What was Cocteau
                  so worried about?

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

                                HUXLEY
                  Oh.  My.
                         (then)
                  Is the rest of fluid transfer
                  activities like this?

                                SPARTAN
                         (beat; dry)
                  Better.

                                HUXLEY
                         (beat)
                  Better??!  Oh.  My.

        She kisses him.  Long and hard.  Breaks.

                                HUXLEY
                  Welcome to the future, John
                  Spartan.  Now that you've
                  destroyed everything.

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

                                SPARTAN
                  Yeah, I think I'm gonna like it
                  here.
                         (a beat; then)
                  There's one thing I want to
                  know though.  How does that
                  damn three seashells thing
                  work?

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

                                                   FADE OUT.




                                 <u>THE END</u>






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Why was Lenina Huxley assigned to work with John? 
Why was Lenina Huxley assigned to work with John ?
To help him get used to the changes that had occured while he was frozen. 
To help him get used to the changes that had occured while he was frozen .
To help him acclimatize to the future.
To help him acclimatize to the future .