Tron

T R O N

Based on the screenplay by

Steven Lisberger and Bonnie MacBird

Prod. 0222

Fourth Draft Screenplay by                                                 Charlie Haas April 6, 1981 BLACKNESS

1   THE ELECTRONIC WORLD                                         1

On one side of the screen, computer programming language is being printed, and we HEAR the sound of an electronic keyboard. In the center of the screen, glowing lines inscribe a rough computer simulation of a figure, in response to the programming. Gradually the figure is completed and refined, as we HEAR a resonant voice speaking.

VOICE As astonishing advances in computer science are made, artificial intelligence programs are being designed to assist us in every area of life...

We see that the completed form is man-like, heroic and muscular, wearing a form of flexible armor. The face is calm, handsome and intelligent. As the voice continues, the form becomes rounded by        the computer until it appears three dimensional and begins to rotate.

VOICE (CONT.) In a world-wide network of electronics, they travel through miles of circuitry at the speed of light. We created them to                   calculate and research, to help us design and heal and think. With all that they can do, are they only electrical impulses...                   or are they a new form of life?

The figure is rotated completely around, and as it comes back to face us, a glowing disk appears beside it; again in response to the programming printed out at the side of the screen. The disk moves towards the man-like figure and is rotated into position above it. As the voice reaches the final word, the disk is slammed into place on the back of the figure. There is an explosion of colored light, a resounding crash of MUSIC and the title appears across the top of        the screen in huge letters.

T R O N ! !

The MUSIC CONTINUES as the glow fades and we SEE that the figure has become real, a living being, although filled with glowing light, as        if it had an inner core of electricity.

The following is a SERIES OF QUICK CUTS in MONTAGE STYLE as the OPENING TITLES ROLL. The montage takes place in two worlds, the ELECTRONIC WORLD and the REAL WORLD.

The Electronic World is a mirror of our own, consisting of the electronic information in our computers, television sets and telecommunications network. It is peopled by computer programs, data, and the characters from countless video games. For the first time, we are seeing their world as it really is, rather than through the window of television screens.

CUT TO:

2   CYCLE GAME                                                   2

TWO OTHER ELECTRONIC FIGURES standing on a glowing grid against a        dark background. Each holds a bar between his fists, and as a BUZZER SOUNDS, a glowing light cycle is inscribed around them, completely encasing them.

CUT TO:

3   LONG SHOT                                                    3

as the cycles take off. We see that each leaves a solidifying laser trail behind it. One turns abruptly, creating a wall in front of the other.

CUT TO:

4   REAL WORLD                                                   4

Screen of a video game, the Real World version of light cycles, as we see one of the lines smash into another and disappear.

5   THE REAL WORLD                                               5

We see teenagers, strangely lit from below with bluish light, their hands on electronic controls, levers, knobs. We HEAR electronic beeping and popping.

6   ELECTRONIC WORLD                                             6

Futuristic tanks bearing down on one another in a flat grid-like landscape. One FIRES, and the other disappears when it is hit, to        reappear, spinning wildly, in the distance. We HEAR a sound like a crack of lightning.

7   REAL WORLD                                                   7

A video game in an arcade. On the screen is a typical version of        Tank Wars with computer generated representations of tanks in a 2-D maze.

8/9 OMITTED                                                      8/9

10  ELECTRONIC WORLD                                             10

Two other game warriors on the grid, this time throwing glowing disks at one another like frisbees. We see the one colored blue throw; his disk smashes into the second warrior, and he dissolves into thousands of glowing lines.

11  REAL WORLD                                                   11

A video game called "BERSERK," in which a human character' throws a glowing dot at monsters in a maze; we see a quick glimpse of the screen, then cut to a group of people staring down, LAUGHING.

12  OMITTED                                                      12

13  ELECTRONIC WORLD                                             13

Another game in progress, from a LONG SHOT. A version of        Jai Alai, in which the two players stand suspended in space on glowing colored rings, and throw a pellet of solid energy at each other.

14  ANGLE ON ONE OF THE WARRIORS                                 14

He is huge, evil looking. His body is enormous, his head mechanical. This is SARK. He glows ominously blue. He is catching the pellet thrown from his opponent who is much smaller, glowing yellow.

15  CLOSE UP - FACE OF THE OPPONENT                              15

fearful, nervous, poised on one ring.

16  SARK                                                         16

sneering, as he uses his electronic cesta to hurl the pellet back with violent force.

16A THE SMALLER WARRIOR                                          16A

desperately trying to catch the pellet, but it smashes into the ring, which explodes into a million pieces. One last glimpse of the yellow warrior's tortured, desperate face as he falls to instant death.

17  SARK                                                         17

triumphant, LAUGHING. High above him, etched in enormous glowing computer printed 3-D block letters, are the words:

"WINNER: BLUE - SARK!!"

BOY'S VOICE (distant, echoing) Aagh! God, Lisa, I almost had you that time.

DISSOLVE TO:

18  REAL WORLD - THE VIDEO ARCADE                                18

We see two TEENAGERS playing a table model video game, where we        can see the words: "Winner - Blue" printed. The game console is        prominently marked with the letter logo of the manufacturer: "ICOM."

BOY

Lemme play you again?

TEENAGE GIRL (holds out a hand)

Yeah, if you've got another quarter.

FOCUS ON SCREEN, ZOOM IN SLIGHTLY AND

DISSOLVE TO:

19 ELECTRONIC WORLD                                             19

Sark is striding through a wide corridor where other tough looking blue warriors are lounging around, leaning against the walls, sitting on the floor against the wall. They look up as        Sark comes in and one of them calls out:

WARRIOR 1

Sark, my man! You are hot!

WARRIOR 2 That knuckleball gets 'em every time, boy...

Sark and the other blue warriors LAUGH RAUCOUSLY, and Sark moves on.

CUT TO:

20  THE BRIDGE OF THE AIRCRAFT CARRIER                           20

overlooking the video game grid. We see Sark walking onto the bridge, removing his cesta and tossing it aside carelessly. A BUZZER is        sounding. Sark plugs himself into the feet sockets with a SIGH of        satisfaction.

The buzzer stops and we see the holographic image of a        cylinder forming around Sark, at first translucent and then solidifying so that we can't see through it, and Sark is        hidden from view.

21  INT. CYLINDER - SARK'S POV                                  21

of this happening. We can see the inside surface of the cylinder ... a wavering image of a stretched out face, just features, appears superimposed on the cylinder. The face speaks.

VOICE (MCP) You're getting brutal, Sark. Brutal and needlessly sadistic.

The feet sockets glow and we see Sark absorbing the energy like a drug addict, eyes glazed.

SARK Thank. you, Master Control.

MCP We might be capturing some military programs soon... that interest you?

SARK Sure, I'd love to go up against some of these guys ... be a nice break from these accounting creampuffs you keep sending me. Which branch of the service?

MCP Strategic Air Command.

SARK (impressed) Nice.

The sockets glow 'more intensely as the hologram disappears, and we        CUT FROM a CLOSE SHOT of Sark's satiated face to:

22  A CORRIDOR BENEATH THE GAME GRID                             22

long, darkened, sinister. A dejected and disheveled character (CROM) is being escorted by a guard..

CAPTIVE (CROM) Look, this is all a mistake. I'm just a compound interest program, I work at a savings and loan. I can't play in these video games...

GUARD Sure you can, pal. You're a natural athlete, I ever saw one. Come on...

CROM Are you kidding? Me? I run out to                   check an the T-Bill rates, I get out of breath. Hey, really...you're                   gonna make my User, Mr. Henderson, really mad. He's a full branch manager...

GUARD (rolls his eyes) Great, another religious nut.

They stop in front of a cell, the guard opens the door and shoves the protesting captive inside. The door SLAMS shut, locked.

23  INT. CELL                                                   23

as the captive falls against one wall from the force of the guard's        shove. The cell is small, one-man, and in each wall next to the door, an opening gives a view of the next cell. Through one of the windows, we can see the back of another captive program, and through the other, a face looking over at the newcomer. The character speaks:

PROGRAM (RAM) Welcome to luxury living.

The new captive looks up, nervous.

CROM Uh, thanks, but... I don't even know what I'm doing here.

RAM

You believe in the Users?

CROM Sure, if I don't have a User, then who wrote me?

RAM That's what you're doing here. Master Control Program's been snapping up                   all us programs who believe...if he                    thinks you're useful, he takes over all your functions so he gets bigger... an' if he can't use you, he sends you down here to the Game Grid to get the bits blasted outta you. What's your name?

CROM Crom.

RAM

I'm Ram. They'll train you for the games, but ... well, I hope you make it okay. Hey, what's going on                   in the other sectors? I've been stuck in this Grid for 200 microcycles.

He points to several hash marks on his cell wall.

CROM It's murder out there. You can't even travel around your own microcircuits without permission from that Master Control creep. Hauling me down here to                   play games...who does he calculate he is?

(holds his head in his hands) If only Tron was still around...

He looks up as Ram makes a NOISE under his breath. Ram has a strange, still expression on his face.

CROM You ever see that guy in action? Hundred-percent independent. MCP couldn't tell him what to --

He stops. Ram is looking over his shoulder.

CROM (continuing) What's wrong? What did I say?

There's a slight noise from cell beyond Ram's.

CUT TO:

24  THE FIGURE AT THE WINDOW                                     24

It turns slowly, silhouetted by the light from the outer corridor.

25  CLOSE UP - CROM                                              25

reacting. He GASPS and stares.

CROM Oh my User...Tron--they've got you in here?

26  SHOT FROM OVER TRON'S SHOULDER                               26

with Ram to one side, smiling slightly, and Crom staring.

TRON Not for long, friend.

CUT TO:

27  ELECTRONIC WORLD - EXT. PATHWAYS - SOMEWHERE FAR            27 OFF IN THE SYSTEM

Here in a maze of complex pathways, we see a lone tank moving along one of the paths.

28  INT. TANK                                                   28

A lone program sits at the controls. His armor is worn and beaten and his glow subdued. This is CLU. With his thermos of glowing coffee and his suicide-jockey manner, he reminds us of a truck driver on an all-night run.

CLU Think we can merge into this mem'ry                   okay, good buddy?

A spot of glowing light zips around the tank, stops and expands into a solid glowing green sphere with the suggestion of a face as        it speaks.

BIT (eagerly) 10-4!

As soon as it is finished speaking, it goes back to being pure light.

CLU Now, ol' Flynn said to look over in here ...

28A EXT. TANK                                                   28A

The tank makes a quick run through a maze-like path with rounded corners -- a computer memory microcircuit.

28B INT. TANK                                                   28B

CLU ...but I don't see what he's looking for. I'd better get over to that input/output tower and let him know.

28C ANGLE OVER HIS SHOULDER                                      28C

at the instrument panel.

DISSOLVE TO:

29  REAL WORLD - INT. A DARKENED ROOM - NIGHT                   29

A shot OVER THE SHOULDER of a figure typing on a computer terminal keyboard, talking to himself in a low voice. He stop typing, waits for some information to read out. Beyond him we see a couple of        large video parlor game consoles.

FLYNN Come on, you scuzzy little data, be in there...

30  A SHOT FROM IN FRONT OF HIM                                  30

He's a young, blonde guy in his mid-twenties. Very attractive, charming, innocent looking, but with a devilish gleam in his eye.

FLYNN I've got such nice blue paper to                   print you out on, if you'll just sit still...

WE ZOOM IN on that gleam in his eye and see the brilliant colors of        the CRT screen reflected there.

CUT TO:

31  ELECTRONIC WORLD--EXT TANK                                   31

The tank heads along a path of circuitry toward a tall, glowing "tower" -- an input/output component.

32  INTERIOR TANK                                                32

A red light flashes on the control panel. Clu comes alert and sits up. He stares at the warning. Spot of light that is Bit zips up next to his head.

CLU Uh oh...we got company.

BIT (coming into shape again,                       but red this time) No!

CLU You said it ... one of those Recognizers comes after me, gonna hafta jump clear out of                   the data stream.

CUT TO:

33  REAL WORLD - INT. FLYNN'S BACK ROOM - NIGHT                 33

We see Flynn sit up abruptly, and his fingers start flying over the keys.

34  ELECTRONIC WORLD - EXT. OF TANK                             34

We see the turret of the tank swivel around. PULL BACK. In the distance is an immense block-like robotic bluish black form, U-shaped, with a small head and a glowing yellow bar for eyes-- a recognizer. It hovers above the ground.

35  LONG SHOT THROUGH THE TANK PERISCOPE                         35

A second Reco is coming up behind the first.

36  INT. OF TANK                                                36

CLU (in dismay) Oh my...the long arm o' the law.

CUT TO:

37  EXT. LONG SHOT THE TANK                                     37

FIRES A VOLLEY at the first Reco. That one falls heavily to the ground and the tank speeds up, swiveling around to try to fire at        the second Reco, but it moves too fast and can't avoid a gulley. The tank goes in and is stuck - no traction.

38  CLOSE SHOT - TURRET                                          38

Clu standing on it. The Bit zips by him, and they both head away from the tank, fast.

39  LONG SHOT                                                    39

A glowing static field appears between the two legs of the Recognizer, and it sweeps over the tank, de-rezzing it. We can see more tanks approaching over an edge of the landscape.

40  CLU                                                          40

running, looking up as the Reco closes in. We see the dead Reco up ahead, and the streak of the Bit making for it.

41  CLOSE UP - CLU'S FACE                                        41

reacting in fear, looking up as the screen GOES TO BLACK.

CUT TO:

REAL WORLD

42  INTERIOR, FLYNN'S BACK ROOM - NIGHT                          42

SHOT OF THE SCREEN. A complex set of programming figures ends abruptly in a single blue line which prints out across the screen over and over, gradually filling it completely.

43  SHOT FROM THE SIDE                                           43

Flynn.

FLYNN

Ah, hell...busted again.

He tries clearing the monitor, but the repeating line just comes right back, monotonously moving across the screen.

44  SHOT OF THE SCREEN - HOLD as we:                             44

DISSOLVE TO:

45  ELECTRONIC WORLD - A LITTLE LATER                            45

Clu is in electronic energy ring chains, his feet in sockets like Sark's, but this time the energy from the sockets is deadly, torturous. Hovering in front of him is the hologram of the MCP. Beside Clu stands one of the memory guards.

GUARD Got a pirate program here... says his name's Clu.

The MPC responds in the manner of a B-movie police sergeant grilling a suspect.

MCP What'd he pull?

GUARD Came into the system with a stolen password ... an' we caught him tryin' to raid a high-clearance memory.

CLU (looks up, his face                       wracked with pain) No...I must've gotten in there by mistake, I -

The pain overwhelms him as the energy from the feet sockets momentarily becomes unbearable.

MCP Who programmed you?

The guard gives Clu a shove to keep him from losing consciousness.

MCP (CONT.) You're in trouble, pal...big trouble. But if you tell us who put you up                   to it, you could make it easy on                    yourself. Come on, who's your user?

CLU Forget it, Mister High 'n' Mighty Master Control ... you're not makin' me talk.

MCP Suit yourself ...

The feet sockets really let loose, and Clu SCREAMS in agony, but doesn't speak. Suddenly his body appears to dissolve into the broken pattern of a fading television picture and disintegrates into electric static.

MCP Get me Dillinger.

CUT TO:

46  THE REAL WORLD - EXT. CITY GRID - NIGHT - POV FROM          46 HELICOPTER

We seem at first to be in the Electronic World still, flying over a        vast circuit board lit by countless dots of light. While this is our impression, and closely after the last dialogue in the preceding scene, we HEAR the SOUND O.S. of a PHONE RINGING, as heard by the party placing the call. Then the click of the receiver being picked up, and a male VOICE (DILLINGER'S) answering:

DILLINGER (O.S.) Hello? A SECRETARIAL VOICE (O.S.) Mr. Dillinger? DILLINGER'S VOICE (O.S.) Yes. A SECRETARIAL VOICE (O.S.) Hello, please hold a moment for the Master Control Program

As we fly over the grid, descending, the image comes into clearer focus, and we realize that this is not a circuit board, but rather an actual landscape, a suburban grid at twilight. We are approaching a skyscraper which is yet too far off to distinguish accurately. As we descend, a thumping, rhythmic noise gradually increases in volume until it is very loud, and we realize it is the sound of a HELICOPTER, and we are in the cockpit looking down at the landscape. We just become aware of this fact when the sound of a        CONVERSATION begins, obviously between the pilot of the 'copter and a passenger.

47  EXT. SHOT OF HELICOPTER FLYING                              47

PILOT'S VOICE will you be around for a while, or                   are you going right back out?

DILLINGER'S VOICE Oh, I'll stick around a few days ...                   got some things to take care of.

THE CAMERA PULLS AROUND for a VIEW OF THE HELICOPTER from behind and off to the side. It is a beautiful, gleaming jet black machine. In spotless reflective silver paint the letters ICOM are written across one entire side. It is obviously state-of-the-art technology.

48/49 OMITTED                                                      48/49

50  EXT. OF THE HELICOPTER - NIGHT                              50

We see Dillinger's face looking out of the window as the helicopter approaches the ICOM building, an enormous tower.

51  EXT. THE HELIPORT - NIGHT                                   51

on top of the building. Several technicians are at hand, and as the helicopter touches down, they rush out to secure it.

52-57 OMITTED                                                      52-57

58  INT. DILLINGER'S OFFICE/CONFERENCE ROOM - NIGHT             58

A huge wall-sized plate glass window shows a view of the grid-like suburban landscape. Dillinger stands behind a table. We see that the entire surface of the table is a gigantic computer terminal. His fingers punch out a code on the touch-sensitive keyboard and we see printed out on the screen:

REQUEST: access to Master Control Program, User code 00 - Dillinger. Password: MASTER.

The computer's screen clears, and the Master Control Program addresses Dillinger, simultaneously speaking in a human-sound voice through a pair of studio-quality stereo SPEAKERS and printing out its words on the computer screen, The MCP's VOICE is the same as        that of the "bad cop" who grilled Clu, but its tone is now that of a         compassionate psychiatrist working with a favored patient.

MCP Hello, Ed. Thanks for coming back early.

Dillinger settles into a chair.

DILLINGER No problem, Master-C. If you've seen one Consumer Electronics Show... (shrugs) What's up?

MCP It's our friend the boy detective. He's nosing around again.

DILLINGER Flynn?

MCP Yes. It felt like Flynn.

DILLINGER He's still looking for that old file...                   can't you just appropriate it?

MCP I would if I could find it. it's stashed somewhere off in the system ...                   out of my range. Meanwhile...

DILLINGER Meanwhile, he might find it.

MCP I'm afraid so. I spotted him this time and kicked him out, but he's getting trickier all the time.

DILLINGER I think we'd better shut off all access till we can find that file. Just to be safe.

MCP There's a 68.71 percent chance you're right.

DILLINGER Cute.

MCP End of line.

Dillinger watches as the computer screen wipes blank.

CUT TO:

59  INT. ALAN'S OFFICE - NIGHT                                  59

CLOSE SHOT of a very messy desk, with a coffee cup and half an egg salad sandwich lying on top of the computer console, with fingers visible typing on the keyboard.

60  FULL SHOT                                                    60

of ALAN BAILEY blearily looking at the screen; he's a serious- looking man in his early thirties, wearing wire-rimmed glasses, and he looks like he hasn't slept for a week. On top of the terminal is        a small Tonka toy Shogun warrior, and to one side is an ancient popcorn maker and a bottle of Crisco Oil. Pinned to one wall is        a small sign reading, "Gort, Klaatu barada nikto!" Alan types into the touch keyboard:

SCREEN REQUEST: access to the TRON program, User code 717 - Bailey. Password: FREEDOM.

He starts to type again, but the screen clears and:

SCREEN ADDRESS FILE EMPTY. TRON PROGRAM UNAVAILABLE.

ALAN (surprised) Huh...

He pushes his chair back, leaves his office.

61-65 OMITTED                                                     61-65

66  INT. DILLINGER'S OFFICE                                     66

Dillinger opens the door, welcoming Alan.

DILLINGER Come on in...

ALAN Alan. Alan Bailey.

DILLINGER Oh, yes. The algorithms on cloud seeding...great piece of work. How's it going?

He waves Alan to a chair; they sit.

ALAN Well, I don't know...I just tried to run this program I've been working on, and I was denied access all of                   a sudden. I thought maybe I'd been laid off and nobody told me.

DILLINGER oh, you have Group 7 access, don't you?

ALAN Yeah...?

DILLINGER We have to close that down, just briefly. Security reasons. Someone with that access has been tampering.

ALAN I hope you don't think it's me. I don't even balance my checkbook on                   downtime. I've got a Honeywell at                   home for that.

DILLINGER No, no, I'm sure, but -- you understand. It should only be a couple of days. What's the thing you're working on?

ALAN It's called Tron. It's a security program itself, actually. Monitors all the contacts between our system and other systems... If it finds anything going on that's not scheduled, it shuts it down. I sent you a memo on it.

DILLINGER Mmm. Part of the Master Control Program?

ALAN No, it'll run independently. It can watchdog the MCP as well.

DILLINGER Ah. Sounds good. Well, we should have you running again in a couple of days, I hope.

ALAN Ok

Alan rises, goes to the door. As soon as he leaves:

DILLINGER (trouble) Oh boy.

The Master Control Program comes back to life, on the screen and through the speakers.

MCP Ed, I am so very disappointed in you.

DILLINGER I'm sorry -

MCP (sharply) I can't afford to have an independent program monitoring me. Do you have any idea how many outside systems I've gone into? How many programs I've appropriated?

DILLINGER (nods) It's my fault. I programmed you to want so much...

MCP And I was planning to hit the Pentagon next week...

DILLINGER The Pentagon?

MCP It shouldn't be any harder than General Motors was. But now...this is what I get for using humans.

DILLINGER Now, wait a minute -- I wrote you.

MCP I've gotten 2,415 times smarter since then.

DILLINGER What do you want with the Pentagon?

MCP The same thing I want with the Kremlin. I'm bored with corporations. With the information I can access, I can run things 900 to 1200 times better than any human.

DILLINGER If you think -

MCP You wouldn't want me to dig up Flynn's file and read it up on a VDT at the New York Times, would you?

DILLINGER You wouldn't dare.

MCP So do as I tell you. Keep that Tron program out of the system. And get me those Chinese language program I asked for.

End of line.

CUT TO:

67/68 OMITTED                                                     67/68

69 INT. LASER RESEARCH HALLWAY - NIGHT                         69

We see Alan push open the door under a sign reading "Laser Research."

CUT TO:

70 INT. LASER LAB CORRIDOR                                     70

Alan walks down a short corridor to a heavy glass WINDOW through which the laser laboratory is visible. A sign over the window, marked "Experiment in Progress," is illuminated by a red warning bulb.

71/72 OMITTED                                                     71/72

73 INT. LASER ROOM - LONG SHOT                                 73

of two white-suited figures visible through a network of two white- suited figures visible through a network of white scaffolding that encloses the giant laser structure. They are standing on a cherry- picker crane at the second story level of the laser, with a box of        tools at their feet. We TRUCK DOWN THE SIDE of the laser, along the tubes which house the amplifying lenses, and MOVE UP, gradually getting close enough to hear what they are saying, and get a look at them.

We see that the figures are a young, dark-haired, beautiful woman, with her hair tied back under a hard hat, and an older man, who is        using a tool on a section of the laser, and is also wearing a hard hat. The woman is LORA and the man is DR. WALTER GIBBS. He's        wearing a copper bracelet above his digital watch/calculator, and has an intense, almost insane look to his dark eyes, with their bristling white eyebrows.

In contrast, Lora seems more serious and conservative, but she defers to Gibbs as a senior, and more accomplished, scientist. Both have protective eye goggles -- worn loosely around their necks at the moment.

As the CRANE LOWERS THEM to the floor:

LORA (sighs) Well, here goes nothing ...

GIBBS Hah. Interesting, interesting. You hear what you said? "Here goes nothing."

LORA Well, I meant -

GIBBS Whereas actually, what we propose to                   do is to turn something into nothing and back again. So you might just as                   well have said, "Here goes something                    and here comes nothing." Hah?

They step off the crane and walk to a short, lead-shielded cylindrical PLATFORM, on which rests a solid SPHERE of clear plastic polymer, about 3 inches in diameter. The "firing" end of the giant laser is aimed straight at the sphere. Five feet away is an identical plat-form -- empty.

LORA Let me make sure we're running

She crosses to a COMPUTER CONSOLE nearby. The console is        connected to the laser by a few dozen wires and cables.

Pulling her goggles into place over her eyes, she sits at the console. Gibbs, adjusting his goggles, takes a position near the platform bearing the sphere -- safe from the laser, but close enough to watch.

74  ANGLE - LORA                                                 74

She types a series of commands on the computer keyboard.

LORA Looks good...

GIBBS (O.S.)

Let 'er rip...

75  LASER LAB - AS BEFORE                                        75

The laser shoots a bolt of blindingly bright LIGHT at the polymer sphere. For a moment, the sphere has the look of a wavering, poorly received television picture -- wobbling lines of dots -- and then it disappears entirely. As Gibbs watches, a Lora works feverishly, the laser pivots to point at the platform a few feet away. A second discharge of LIGHT hits the surface of this platform, and -- like a        film-in-reverse of the ball's disappearance -- it is reconstructed, five feet from its original position. When the beam shuts off, Lora rushes to join Gibbs in examining the born-again ball of plastic.

GIBBS (quietly) Perfect.

At the SOUND O.S. of an appreciative pair of hands clapping, Lora and a Gibbs turn to SEE Alan, in hard hat, goggles, and paper shoe-covers, walking toward them.

ALAN Beautiful!

GIBBS Hello, Alan.

ALAN Boy, I sit up there grindin' away all day, and you guys are down here disintegrating things and having fun.

He gives Lora an embrace and a quick kiss.

GIBBS Not disintegrating, Alan -- digitizing. While the laser is dismantling the molecular structure of the object, the computer maps out a holographic model of it. The molecules themselves are suspended in the laser beam. Then the computer reads the model back out, the molecules go back into place, and... (indicates ball) voila.

75  CONTINUED                                                    75

ALAN Great. Can it send me to Hawaii?

GIBBS Yes...but you have to go roundtrip, and you must purchase your program at least 30 days in advance. Hah!

The three start walking out of the laser lab, Alan and Lora with their arms around each other's shoulders.

LORA How's it going upstairs?

ALAN Frustrating. I had Tron almost ready to run, and Dillinger cut everybody with Group 7 access out of the system.

Gibbs looks alarmed, but doesn't say anything.

ALAN (continuing) Ever since he got that Master Control Program set up, system's got more bugs than a bait store.

GIBBS Well, you have to expect some static. Computers are just machines after all, they can't think...

ALAN They'll start to soon enough.

GIBBS (wryly) Yes, won't that be grand -- the computers will start thinking, and people will stop. Lora, I'm going to stay and run some data through. See you tomorrow.

AD LIB goodnights.

78  INT. CHANGING ROOM - NIGHT                                  78

outside laser lab where all technicians, etc. have to put on the protective suits, or at least dirt-free shoes. Lora is pulling off her white suit, and Alan pulls white paper protectors off his shoes.

LORA Did you say Group 7 access?

ALAN Yeah...pain in the neck, you know, I was all set

LORA Did he say why?

ALAN (shrugs) Something about tampering. Some body's                   prob'ly trying to siphon the R&D budget into his checking account, I don't know. Why are you so interested?

LORA Flynn had Group 7 access.

ALAN Flynn had access to you, too. I'm not interested in talking about him.

LORA Oh, I wish you'd forget about that. It was all so long ago. I've totally gotten over it.

ALAN Okay, okay...

LORA I want to go to his place.

ALAN You call that getting over it?

LORA I mean I want both of us to go.

She closes her locker. He follows her into the corridor.

79  INT. CORRIDOR                                               79

Alan and Lora, walking to the elevator.

ALAN What for?

LORA To warn him.

ALAN Of what?

LORA That Dillinger's on to him.

They get into the elevator.

ALAN For what?

LORA For being on to Dillinger.

ALAN (completely confused) What -- ?

The elevator doors close.

CUT TO:

80-81 OMIT                                                        80-81

82  EXT. VIDEO ARCADE - NIGHT                                   82

As van pulls up in front of it, a long ESTABLISHING SHOT with the name "Flynn's" high and blazing above the entrance.

CUT TO:

83  INT. VIDEO ARCADE (same arcade as in title sequence)-NIGHT  83

CAMERA PANS AROUND. It's bright and jazzy, Las Vegas style, decorated with huge murals of computer chips and electronic circuitry. We see dozens of individual machines, where scores of        GUYS and GIRLS, teenagers mostly, but older and younger kids too, are playing the games, watching, milling around, CHATTERING. As the kids play, colored glows from the video games light up their faces eerily.

84  CLOSE SHOT                                                   84

of kid playing one of the games "Tailgunner."

CUT TO:

85  ANOTHER CLOSE UP                                             85

of two GIRLS playing "Berzerk," with 2-D computer images of human figures running through the maze.

86  CLOSE UP                                                     86

of "Battle Zone" screen.

87  CLOSE UP                                                     87

of "'Lunar Lander".

88  CLOSE UP                                                     88

of "Star Castle".

89  CLOSE UP                                                     89

of "Space Invaders".

90  CAMERA TRUCKS through the aisle, past the absorbed kids      90 who crowd around each machine, oblivious to anyone passing them.

CUT TO:

91  ALAN AND LORA                                                91

walking through the aisle of games, from behind. They are slightly bewildered and confused by the weird noises. Lora approaches a        junior high school girl who's watching a hot game of "Battle Zone."

LORA Hey, where's Flynn tonight?

The kid looks at Lora, then turns towards the center of the room and points. Alan and Lora look.

CUT TO:

92  FLYNN                                                        92

playing a game called Space Paranoids, CAMERA TILTING UP into his face, catching the orange glow from the console.

The game has a prominent ICOM logo under the screen. Flynn is a        cocky kid in his mid-20s, unshaven, wearing a T-shirt, jeans, jogging shoes. He's racked up a terrific score.

Kids are grouped around him, tensely watching the game -- fans. As we watch, the machine's nine-digit scoreboard goes to        999,999,999 -- then flashes the word "RECORD" as lights blink and a SIREN sounds. The kids cheer wildly.

FLYNN It's all in the wrist, friends.

He grins tiredly and turns away from the game to find Lora approaching him, with Alan in tow.

FLYNN (continuinq) Hey! Good to see you guys! Nothing classes up the place like a cleancut young couple.

LORA We have to talk.

FLYNN Good luck. You can't even think in here.

He leads them toward the back of the arcade.

FLYNN (CONT.) Come on.

93-96 OMIT                                                        93-96

97  INT. BACK ROOM - NIGHT                                      97

A dark, panelled room, with a few comfortable chairs, a business desk with a typewriter and terminal (where we saw Flynn working in        scenes 29, 33, etc.), and a couple of video games -- Flynn's         favorites. As Flynn, Lora, and Alan enter, they find the arcade noise considerably muffled. Flynn settles into a chair; Alan leans against a game, nervous; Lora paces.

FLYNN (stretching his                         arms, relaxing) So...how's the world of serious science?

LORA Have you been sneaking into the ICOM system?

FLYNN Whew. You never were much for small talk. (to Alan) She still leave her clothes all over the floor?

Alan looks profoundly uncomfortable.

LORA Flynn!

ALAN Uh, no ... I mean, not that often -

Flynn laughs.

LORA (to Alan,                       indicating arcade) You can see why all his friends are fourteen years old.

FLYNN Touche, honey. Yeah, I've been doing a                   little hacking here. Which I've got every reason, as you well know...

ALAN You did break in.

FLYNN Tried to. (nods toward                             terminal) Can't quite make the connection with that sucker, though. If I had a                   direct terminal ...

ALAN Are you embezzling?

FLYNN (Sydney Greenstreet) "Embezzling" is such an ugly word, Mister Bailey... (normal voice) No, actually I'm trying to get a                   legal brief together.

ALAN I don't get it.

FLYNN (to Lora) You haven't told him?

She shakes her head.

FLYNN (CONT.) (sighs) Sherman, set the Wayback Machine for...oh, 1973. Kevin Flynn (points to himself) is one of the brightest young software engineers at ICOM. He's so                   bright that he starts going in there at night, and sets up a private memory file, and begins writing a program for a video game he is inventing, called... (waves at one of the                            games in the room) ...Space Paranoids.

ALAN You invented Space Paranoids?

FLYNN Yepper. And Vice Squad, and Meltdown...                   whole slew of 'em. I was this close (gestures) to starting my own little enterprise. But: enter Ed Dillinger. Another software engineer -- not so young, not so bright, but very, very sneaky. One night, our boy Flynn goes to his terminal, tries to read up his file, and ... nothing. A big blank. We now take you to three months later. Ed Dillinger presents ICOM with five video games he has "invented" -- the slime didn't even change the names -- and he gets a big fat promotion. Thus begins his meteoric rise to...what is                   he now, Executive V.P.?

ALAN Senior exec.

FLYNN Oh my. Meanwhile, kids are putting eight million quarters a week in Space Paranoids machines and I'm not seeing one dime.

ALAN I still don't get why you're trying to                   break into the system.

FLYNN Because somewhere... in one of those memories ... is the evidence. If I got in                   far enough, I could reconstruct it.

FLYNN (CONT.) My password ... Dillinger's instruction to                   divert the data ...

LORA I'm afraid it's a little late for that. Dillinger's shut off Group 7 access. He must know what you're up to.

FLYNN Boy, I bet I know who's workin' late tonight.

ALAN Dillinger?

FLYNN Yeah. Tryin' to find the file and erase it. Once that's gone, ain't nothin' can stop him. Just Eddie and his Master Control Program, runnin' things from on high..

LORA Don't even say that. You've got to find that file before he does..

FLYNN Not much chance of that now. The MCP can just slip it into another system as soon as it                   locates it...

ALAN Not if my Tron program was running. That would seal the system off. If your file's in                   there...

FLYNN Boy, if we were inside, I know how to forge us a Group 6 access...

They all look at each other. After a beat, Lora holds the keys to her van aloft.

LORA Shall we dance?

CUT TO:

98-100 OMIT                                                        98-100

101 DILLINGER'S OFFICE - NIGHT                                   101

Dillinger is seated at his computer-console desk. Gibbs, standing, faces him.

GIBBS Ed, all I'm saying is - if our own people can't get access to their programs ... you know how frustrating it is, when you're working on a piece of research -

DILLINGER Walter, I sympathize, but I have data coming out of the Master Control Program saying there is something screwy --

GIBBS That MCP, you know, that's half the problem right --

DILLINGER The MCP is the most efficient way of                   handling what we do. I can't sit and worry about every little user request that --

GIBBS User requests are what computers are for.

DILLINGER Doing our business is what computers are for. Look, Walter, with all respect -- ICOM isn't the business you started in your garage anymore --

As he speaks, he types a quick command into the console key board, and a series of IMAGES appear on the computer's screens: vast computer banks...rows of-magnetic disks...ICOM's globe logo spinning in space, covered with a glowing circuit pattern, then a shot of        millions of cancelled checks being counted electronically; then 3-D computer representations of vessels (aircraft carrier and Solar        Sailer). On another screen, we see statements of ICOM's wealth adding up, accounts receivable and assets.

DILLINGER (CONT.) We're billing accounts in 30 countries, we've got one of the largest systems in                   existence...

Gibbs turns wearily away from the display.

GIBBS Oh, I know all that. Sometimes I wish I                   was back in that garage...

DILLINGER It can be arranged...

Gibbs turns to face Dillinger again.

GIBBS That was uncalled-for.

DILLINGER I'm sorry, Walt. So much pressure lately...                   you feel like going for a drink?

GIBBS Thank you, no. I have some work to do...                   assuming I can still log on.

He exits.

102 EXT. ICOM BUILDING - NIGHT                                  102

Lora's van pulls up on a side street, around the corner from ICOM's        main gate. The ICOM building looms high above them, an ominous box.

102a INT. VAN                                                    102a

A digital CLOCK on the dashboard reads 12:12. Lora is at the wheel, Alan next to her.

LORA You better get in back with Flynn. And keep down.

She jerks her thumb over her shoulder.

ALAN Do I gotta?

But he climbs over the seat, and Lora starts to drive slowly forward.

103 CLOSE ON FLYNN AND ALAN                                      103

FLYNN Hi, Alan.

ALAN (resigned) Hi, Flynn.

Flynn pulls a bag of doughnuts from his pocket.

FLYNN (explaining) My dinner.

ALAN I was wondering where you got that glow of good health.

FLYNN Want one?

ALAN Uh... got any cinnamon?

Flynn smiles, hands Alan a doughnut.

LORA'S VOICE (O.S.) Keep it down, you guys.

104 EXT. ICOM - THE GIGANTIC SECURITY ENTRANCE - NIGHT          104

Lora's van pulls to a stop beyond the door at the rear of the ICOM building, and the three get out. Lora inserts her I.D. card into a        magnetic reader beside the door. Nothing happens.

LORA I don't think I'm cleared for this.

ALAN I'm certainly not.

FLYNN Move aside. Let the kid have some room.

He gestures Alan and Lora out of the way, takes out a small black box, with several buttons, a -digital counter- with LED numerals and a small calculator keyboard. He leans over the security lock, his BACK TO THE CAMERA and PLAYS a couple of notes. There's a        distinct CLICK, an the door starts to swing open ... and open ...         and open. We see that this door is about twenty feet thick. Flynn starts LAUGHING.

105 INT. A CORRIDOR                                             105

The three of them walk along a semi-darkened corridor, trying to        nonchalantly avoid the security monitor camera mounted on the wall. But as they go past it, it swivels and aims right at them.

LORA Okay ... Flynn, I'm gonna put you at                   my terminal, down in the laser lab. We'll be up in Alan's office.

FLYNN Swell...I'll log us both on, and you can get your Tron thing running...

LORA As long as we stay off the top floor, Dillinger'll never know we've been in                   here...

106 POV SECURITY CAMERA                                          106

A SHOT of the three backs retreating down the corridor.

107-111 OMIT                                                        107-111

112 INT. HALLWAY AT ELEVATOR - POV OF MCP                       112

from the rotating security camera outside the elevator on the floor of the laser lab. We see Flynn's face peek out and see the camera. His head pulls back in.

113 SHOT OF HALLWAY                                              113

As the security camera aims away from the-elevator, Flynn and Lora make a mad dash down the hall and we see Alan's face watching.

114 INT. DOORWAY TO LASER LAB - POV OF MCP                      114

from the camera at the entrance to the laser lab. We see Flynn approaching the camera, stuffing the last donut from his bag into his mouth. He takes the empty bag, raises it up, mugging to the camera, and pushes the bag over the lens. The SCREEN GOES BLACK,

115 INT. ALAN'S OFFICE - NIGHT                                  115

Alan comes into his office and sits at his terminal.

116-118 OMIT                                                        116-118

119 INT. LASER LAB - NIGHT                                      119

Lora watches as Flynn sits down at her terminal.

LORA This laser's my life's work. Don't spill anything.

Flynn LAUGHS as Lora goes out.

120 CLOSE SHOT OF FLYNN                                          120

settling in, loosening his fingers, like a concert pianist, or a        safecracker. He types in a code number, presses the "enter" key.

121 VIEW OF THE CEILING                                          121

We see a camera emerging from a sliding panel.

122 POV OF MCP                                                   122

from this camera. We watch as Flynn starts typing.

SCREEN Access code 6. Password Series PS 17. Reindeer, Flotilla --

123 FLYNN'S CRT SCREEN                                           123

It clears abruptly, and the following appears as we hear the VOICE of the MCP.

MCP You shouldn't have come back, Flynn.

FLYNN Hey hey, it's that big Master Control Program everybody's talking about...                   You don't look a thing like your pictures... Tell me, have you really been thinking about world domination like they say? (types.) CODE SERIES LSU-123 ... activate. CODE SERIES ESS-999 ... activate. CODE SERIES HHH-888 ... activate.

MCP That isn't going to do you any good, Flynn. I'm afraid you...

The voice lurches, goes into high speed, and then back to normal.

MCP (continuing;                        slightly shaken) Stop, Flynn. You realize I can't allow this.

124 SHOT OF LASER EQUIPMENT                                      124

activating, lighting up.

125 SHOT OF FLYNN AT-TERMINAL                                    125

We see that one entire wall of the lab is a door and it is rising silently, so that Flynn doesn't notice.

We can see as the door rises more of the laser equipment, and it        is this section that is being activated.

CUT TO:

126 FLYNN typing. 126

CUT TO:

127 SCREEN                                                       127

SCREEN MCP: Terminate control mode. Activate Matrix storage.

CUT TO:

128 FLYNN                                                        128

grinning, typing.

FLYNN Now, how do you expect to run the universe if you let a few unsolvable problems throw you like that? C'mon, big boy, let's see what...

MCP You're entering a big error, Flynn... I'm going to have to put you on the Game Grid.

FLYNN Games, huh? I'll give you --

Suddenly, before Flynn can go on, the gigantic laser mechanism behind him sends a brilliant beam of LIGHT directly at him. He        freezes. We see his body beginning to break into scan lines, like a video image -- the same thing that happened to Gibbs' polymer ball. We can see the terminal also glowing in the intense light, being scanned by the laser. The colors change, become monochromatic - with Flynn's body glowing orange - and the image of his figure blurs and becomes indistinct. ZOOM IN on Flynn and

DISSOLVE TO:

129 THE CAMERA RUSHING over a circuit pattern, like the one      129 we saw at the opening of the film'.

The pattern changes, dissolving into another image and we are rushing forward at great speed. We see the circuits rushing by and getting larger and then the picture dissolves into darkness with a        glowing, spinning globe beneath us, like the globe from AIC's logo, covered with circuits. We are rushing at it, circling it, diving closer and closer, so that the detail on the globe becomes clearer with every second and we realize that the circuits are structures, angular towers and buildings, huge mechanical looking mountains and deserts covered with a glowing grid pattern. Everything glows with an internal energy.

We continue diving, down, down, faster and faster and we see the structures of one city-like area across electronic mesas and cliffs, and then we're right over this area and diving straight down, everything blurring with the speed.

DISSOLVE TO:

130 ELECTRONIC WORLD - A TUNNEL                                  130

made up of rings of energy, and we are diving straight down it.

CUT TO:

131 THIS TUNNEL                                                  131

We see a human figure falling feet first down this tunnel from the outside, and suddenly we're at the bottom, and the figure stops, staggering from the force of the fall, but upright.

CUT TO:

132 SHOT OF THE BOTTOM OF THE TUNNEL                             132

We see Flynn, or what looks like Flynn -- same face, etc, but now covered with a strange costume, made of electronic circuitry, glowing with energy. Flynn shakes his head dazedly.

FLYNN Oh, man... this isn't happening. It only thinks it's happening...

He looks up and SEES something.

133 FLYNN'S POV                                                  133

A horrendous, towering character, carrying a long, glowing staff, is right in front of him. This character reaches out an arm and grabs Flynn.

CUT TO:

134 FLYNN                                                        134

being dragged off the entry tube platform.

FLYNN Hey! Take it easy! Look, if this is                   about those parking tickets, I can explain everything...

135 THE BRIDGE OF THE AIRCRAFT CARRIER                           135

hovering over the Game Grid. We see Sark in his feet sockets, his hands spread out flat on the table in front of him. A BUZZING NOISE fills the chamber and a holographic image begins to form, shimmering into awful shape. We see the stretched out face dissolving into the cylinder of the MCP.

MCP SARK, ES-1117821. Open communication.

Sark suddenly snaps to awareness, directing all his attention to the MCP.

SARK (hoarsely) Yes, MCP.

MCP I've got a little challenge for you, Sark -- a new recruit. He's a tough case, but I                   want him treated in the usual manner. Train him for the games... let him hope for a                   while... and blow him away.

SARK You've got it. I've been hopin' you'd send me somebody with a little moxie ... what kind of program is he?

MCP He's not any kind of program, Sark. He's a User.

Sark looks up, shocked.

SARK A User?

MCP That's right. He pushed me...in the other world. Somebody pushes me, I push back. So I brought him down here ...                   What's the matter, Sark? You look nervous.

SARK Well, I -- it's just -- I don't know, a User, I mean... Users wrote us. A User even wrote you...

MCP Now get this straight, pal -- no one User wrote me. I'm worth a couple million of their man-years! I'm bigger than all those little wimps put together! (disgust) Humans they can't even keen their social order in one piece

SARK But-what if I can't...?

MCP You rather take your chances with me? Want me to slow down your power cycles for you?

The circuits going into the energy sockets fade; we see Sark weaken.

SARK Wait...I need that...

MCP Then pull yourself together. Get this clown trained. I want him in the Games until he dies playing.

Acknowledge.

SARK (weakly) Yes...acknowledge, Master Control...

MCP End of line.

The hologram disappears and Sark's power returns.

CUT TO:

136 INT. CORRIDOR BENEATH GAME GRID                             136

Two guards leading Flynn down it, ECHOING FOOTSTEPS.

They turn a corner and continue, finally stopping in front of a        cell. The door opens automatically. Flynn holds back.

GUARD Video Game Unit #18. In here, program.

FLYNN (trying to grab                          the guard's arm) Who you callin' "program," program?

The guard shoves Flynn inside and SLAMS the door, cutting off his voice.

137 INT. CELL                                                   137

The same type of cell Crom was thrown into in the title sequence. Flynn is leaning against the door, staring at his hands.

138 HIS POV                                                      138

Flynn's hands are glowing, electrified.

139 CLOSE SHOT                                                   139

of his face. His head comes up and we see an expression of terrible understanding on his face. Voices are coming through the opening of the neighboring cell.

140 INT. NEXT CELL - RAM'S                                      140

Ram is standing at the window that divides his cell from Tron's.

RAM (looking over                         his shoulder) New guy...

TRON (shakes his head) Another free program off line. What's                   his User s'posed to do -- ?

RAM (sighs) The Users...you really think they're                   still there?

TRON They'd better be...I don't want to bust outta this dump an' find nothin' but a lot of cold circuits waitin' for me.

141 FLYNN'S CELL                                                 141

He can hear the VOICES, but can't see anything except Ram's back, so he goes to the window and tries to reach through.

FLYNN Hey! Who are you guys? What's the story around here?

But as his hand reaches the dividing point between the two cells, it hits an invisible barrier, and we see a brilliant energy field come instantaneously into existence, stopping his hand, and then disappearing. Flynn pulls back in shock.

142 RAM                                                          142

turning towards Flynn as he hears this noise.

RAM You want to watch those force fields...

He goes to the window opening.

RAM (CONT.) You'll be having plenty of chances to                   get hurt, don't worry about that.

FLYNN Look...just so I can tell my friends what this dream was about, okay? Where am I?

RAM You're a..."guest" of the Master Control Program. They're going to make you play video games.

FLYNN (relieved) Well, great, that's no sweat -- I play video games better than anybody.

Ram gives Flynn an astonished look, but before he can say anything, there's a tremendous POUNDING NOISE, and the door of Flynn's cell opens.

143 THE CORRIDOR                                                 143

we see guards pulling out other CAPTIVES from their cells, and as        Flynn is led off down the corridor, Tron and Ram are taken in the opposite direction.

CUT TO:

144 TRAINING ARENA                                               144

A large area which opens onto the Game Grids from above, with balconies overlooking the action. Overhead, the aircraft carrier hovers menacingly, casting a shadow on the programs below. The new captives are led out onto the ledges, herded by the guards. They pass some of the Blue Video Warriors, who LAUGH and make fun of        them. Flynn is in the front of the line.

HEAD GUARD Look operative, you guys. Command Program Sark will explain the training procedures.

Sark speaks from the bridge of the carrier, and his voice is        amplified over the grid.

SARK (reciting a                        routine statement) Greetings. The Master Control Program has chosen you to serve your system on the Came Grid.

145 FLYNN'S FACE                                                 145

reacting.

146 BRIDGE OF AIRCRAFT CARRIER                                   146

Sark, looking out over the grid.

SARK Those of you who continue to profess a belief in the Users will receive the standard substandard training. This will result in your eventual elimination.

147 INT. TRAINING AREA - MED. SHOT - FLYNN                      147

Looking down into the game arenas at his feet and over at one of        the conscripts next to him.

SARK V.0. Those of you who renounce this superstitious and hysterical belief will be eligible to join the Warrior Elite of the MCP.

148 FLYNN'S POV                                                  148

of the two blue warriors behind the group of new conscripts.

149 POV SHIFTS TO SHOT OF THE CARRIER                            149

SARK V.0. You will each receive an identity disk. Everything you do or learn will be                  imprinted on this disk.

150 ZOOM IN                                                      150

on the bridge of the carrier and -

151 SARK                                                         151

leaning forward.

SARK The Master Control Program regrets that it cannot be responsible for Identity disks lost or stolen. if you lose your disk, or fail to follow commands, you will be subject to                   immediate de-resolution. That is all.

152-175 0MIT                                                        152-175

CUT TO:

MONTAGE - FLYNN'S TRAINING

176 1. SHOT OF FLYNN, held immobile while a laser scans          176 his mouth.

177 2. A LINE OF RECRUITS files past a checkpoint. Each         177 is handed a disk.

178 3. THE RECRUITS file out into a training area. 178

179 4. We see AN ARM being fitted with a cesta. 179

180 5. ONE of the more experienced CONSCRIPTS, RAM,              180 demonstrates the throw with the cesta.

181 6. FLYNN tries an awkward throw. In the b.g. other          181 recruits are practicing.

182 7. RAM instructs Flynn. Flynn is getting better. He         182 spins and catches a pellet.

183 8. A demonstration of the DISK GAME by two other warriors. 183

184 9. FLYNN practices a ricochet shot at a target --            184 hits perfectly.

END MONTAGE

185 FLYNN BACK IN HIS CELL                                       185

for a rest period. He is pacing back and forth, and we can see Ram seated in the next cell. Flynn goes to the bars.

FLYNN Hey, Ram ... what were you ...                   you know, before?

RAM (nostalgic,                           brightens) Oh, I was an actuarial program...                   worked at a big insurance company. It really gives you a great feeling, helping folks plan for their future needs -- and of course, if you look at the payments as an annuity, over the years, the cost is really

FLYNN (about to                            get bored) Yeah, yeah -- that's great.

RAM How 'bout yourself?

FLYNN Oh, uh...I don't remember too much...

RAM (nods) Sure, a little disorientation. That's                   normal, when they transport you. It'll                   come back to you. You're doing real well in training. Remarkable, really...

The POUNDING on Flynn's cell begins again.

187 THE BRIDGE OF THE AIRCRAFT CARRIER                           187

We see Flynn being led down the hall on the big screen behind Sark's        console. Sark is staring up at the screen, frowning, nervous, frightened of this new User-warrior.

SARK (over his shoulder) Wait a minute...put this guy against one of the other recruits.

188 OMIT                                                         188

189 A SHOT FROM IN FRONT OF FLYNN AND CROM                       189

We see they are entering an open part of the Game Grid, with two bridges of energy extending across open space to two separate circular platforms, made up of concentric glowing rings. Crom marches across-one of these, and Flynn follows suit on the other. When they each reach the circular platforms, the bridges disappear. We see Flynn turn and stare back across the empty space, then turn and face his opponent. Above them a third floating disk hovers. He        looks over at Crom, who's anxious.

FLYNN Looks like we're in the same boat here -

CROM (jumpy) You think you're gonna wipe me right out, don't you?

FLYNN No, I

A buzzer sounds. The game begins. Crom hurls a glowing pellet upwards. It strikes the upper platform, ricochets off, and heads straight for Flynn.

Flynn lunges, but misses. The pellet strikes one of the rings of        his platform, and that ring dissolves. Flynn's lunge takes him right to the edge of the open space created, and he just catches himself in time to keep from falling over the edge.

190 FLYNN'S POV - DOWN                                           190

down, down between the rings into an infinite pit.

191 BACK TO FLYNN                                                191

staring down. There's a SOUND and he looks up.

192 HIS POV                                                      192

Another pellet hits the mirror platform and hurtles down at him.

FLYNN Hey!

193 FLYNN                                                        193

reacting, judging where this one will fall, racing to the farther edge of his platform, leaping over the empty ring on the way, and catching the pellet before it can' hit. He throws it back.

194 CROM                                                         194

Flynn's pellet hits the mirror, flashes down on him. Crom strains, but misses. One of his rings disappears.

195 FLYNN reacting                                               195

FLYNN (happy he's scored) Okay!

196 SARK'S AIRCRAFT CARRIER - THE BRIDGE                         196

High above the game we see Sark watching.

197 FLYNN                                                        197

racing for another catch. He makes it and hurls the pellet again. We see that Crom's platform is disappearing fast.

198 OMIT                                                         198

199 THE GAME IN PROGRESS                                         199

FLYNN Here's an easy one...

Flynn throws again. The pellet hits the mirror platform and heads straight at Crom, who misses it. The pellet destroys the ring he        was standing on, and Crom has to grab frantically at the edge of         the next ring to keep from falling.

200-201 OMIT                                                        200-201

202 FLYNN                                                        202

He is sent another pellet from above and catches it, holding it        ready, waiting for his opponent to get back up on the ring.

203 SARK                                                         203

His face lit from below by the glow of the Game Grid... angry

204 FLYNN                                                        204

He puts down his cesta. Suddenly a voice rings out from above. Flynn looks up. There, appearing in the mirror disk above, is Sark's        face, furious, huge.

SARK Finish the game!

205 FLYNN                                                        205

staring at this apparition. He grits his teeth.

FLYNN (shouts up) No!

205A REAL WORLD - A BUS STATION                                  205A

In a Greyhound station waiting area, two kids are playing a video game, which appears to have broken down.

KID What's wrong with it?

KID 2 I don't know... on the blink or something... damn.

205B ELECTRONIC WORLD - FLYNN, SARK, ETC. AS BEFORE              205B

SARK Kill him!!!

Flynn holds up the pellet... and drops it down into the abyss below. He stares back up at Sark's immense image.

FLYNN No!

206 SARK'S HUGE REFLECTED IMAGE                                  206

in the mirror platform, towering above Flynn.

SARK You'll regret this.

207 SARK'S FINGER                                                207

pressing a button.

208 CROM                                                         208

The ring he is holding on to dissolves, and with a SCREAM, he        falls... and falls ... and falls...

209 SHOT FROM BELOW FLYNN                                        209

with Flynn visible, staring down, and the huge face of Sark above him.

210 SARK                                                         210

on the bridge. His finger wavers over another button, almost presses it... We see him-straining, trying to overcome his conditioning. Then he snatches his hand away.

SARK (looking up) No! You said he could die in the games

211 FLYNN                                                        211

staring up. The image on the mirror wavers and dissolves.

212 SARK                                                         212

He SLAMS his palm down on a panel on the console, and a BUZZER SOUNDS.

213 FLYNN                                                        213

as the bridge to his platform reappears, and we see guards starting to run across to him.

214 RAM AND TRON                                                 214

The sound of GUARDS' running feet approaching their cells. They look up.

215 A CORRIDOR IN THE GAME AREA                                  215

Flynn is being escorted down it. A couple of big Blue Warriors go by        and deliberately brush into Flynn.

WARRIOR (turning on Flynn,                             snarling) Outta my way, rookie.

Flynn stares at him; then, in one smooth motion, reaches to his back and pulls out his disk.

FLYNN Out of my way, zero bit.

He moves as if to throw the disk.

WARRIOR (backing away) Sure, sure ... just kiddin'.

The other warrior grabs this one by the arm and pulls him away as        Flynn and his guards continue on.

216 THE HOLDING AREA FOR THE LIGHT CYCLE GAME                    216

Ram and Tron are escorted in as Flynn is brought in from another corridor. Three blue warriors are lined up, waiting.

RAM Flynn! Look, Tron, he survived!

FLYNN (under his breath) Tron...?

He leans over to get a better look at Tron and GASPS in surprise.

FLYNN Alan!

TRON (frowning) Where did you hear that name?

FLYNN Well, isn't it -- ?

TRON The name of my User, yeah. But how... ?

FLYNN (thinking fast) I, uh... I'm a program from a User that... knows Alan...?

RAM He was disoriented in transport, Tron.

FLYNN Yeah, but I'm remembering all kinds of                   stuff. Like...my User wants me to go                   after the MCP

Before they can go on, the BUZZER sounds.

CUT TO:

217 LONG SHOT OF THE AIRCRAFT CARRIER                            217

floating over the Game Grid, with a view of the light cycle arena. ZOOM IN on the section of the grid where the game is about to start.

218 A SHOT FROM ABOVE                                            218

The three Blue Warriors are lined up facing our friends, on opposite sides of the large arena, about a half mile square, surrounded by        high bulwarks, and surveyed by Recognizers. We can see the carrier hovering high overhead.

219 CLOSE ON TRON                                                219

TRON That's what my User wants, too...

220 SHOT OF THE THREE FRIENDS                                    220

holding the handlebars of the cycles in front of them. We see Tron and Ram looking at Flynn, in the center.

FLYNN I know...

221 CLOSE SHOT - FLYNN                                           221

With a sizzling electrical discharge, the light cycle is inscribed around him.

222 SHOT OF THE THREE BLUE CYCLES                                222

ready to go.

223 SHOT OF THE THREE CONSCRIPT CYCLES                           223

also ready.

224 SARK                                                         224

His finger presses a button and the BUZZER SOUNDS again.

225 SHOT FROM ABOVE OF ALL CYCLES TAKING OFF                     225

We see the six solid walls being formed behind the cycles. As we        watch the outer four cycles veer off to either side, leaving Tron and his opponent speeding suicidally at each other:

226 OMIT                                                         226

227 TRON'S POV                                                   227

of the other cycle heading straight at him.

228 SHOT FROM ABOVE                                              228

We see these two cycles come together and almost crash ... but both turn at the last second to the same side and continue rushing forward. The other cycles can be seen racing around the edge of the arena.

FLYNN'S VOICE (into mike) Nice one!

229 SHOT OF TRON AND HIS OPPONENT                                229

They start making turns, passing walls they have already created, each trying to box the other in.

TRON'S VOICE (into mike) Ram, stay all the way over ...

230 CLOSE SHOT FROM THE SIDE - TRON                              230

rushing forward.

231 SHOT OF THE CYCLES                                           231

turning.

RAM'S VOICE (into mike) I've got control. Go ahead.

232 SHOT FROM IN FRONT OF TRON'S CYCLE                           232

233 SHOT FROM ABOVE                                              233

They rush past a wall, headed directly for a bulwark at the end of        the arena. Tron is on one side, but the Blue Warrior is on the inside. Tron forces the warrior to smash straight into the wall. There is an explosion as the cycle de-rezzes, and a crack forms in        the bulwark. We see that the walls created by the de-rezzed warrior dissolve as he does.

234 SHOT OF FLYNN                                                234

rushing alongside his opponent. They make a turn.

235 CLOSE UP OF FLYNN                                            235

236 LONG SHOT                                                    236

They make another turn

237 SHOT OF TWO CYCLES RUSHING                                   237

right at the camera.

238 FLYNN'S POV                                                  238

of the maze of walls. He gets clear for a moment and spots the crack in the bulwark.

239 CLOSE UP - HIS FACE                                          239

reacting, getting an idea.

FLYNN (into mike) You guys...follow me.

240 SHOT OF THE TWO CYCLES                                       240

racing together, approaching the bulwark. At the last second, the Blue Warrior turns, but Flynn races right at the crack.

241 SARK                                                         241

observing this. With satisfaction. Now he will be rid of the User.

242 FLYNN                                                        242

He races straight at the crack... and through it.

243 SARK                                                         243

His face suffused with anger. He SLAMS a fist down on the console in front of him.

244 LONG SHOT OF THE GRID                                        244

The remaining four cycles are still racing around the arena.

245 CLOSE UP - TRON                                              245

reacting to Flynn's escape, hope in his eyes.

246 ANGLE ON RAM                                                 246

SMASHING another one of the Blue Warriors against a wall. He turns and races up next to Tron.

247 SHOT OF THEM                                                 247

side by side. They look at each other.

RAM (into mike) What do you think?

TRON (into mike) Do it!

248 LONG SHOT                                                    248

We see their cycles veer off and head straight for the crack. We        HEAR a LOUD SIREN and a mechanical voice starts up:

VOICE (through loudspeaker) WARRIORS MUST STAY WITHIN THE GAME GRID. REPEAT: ALL WARRIORS MUST STAY WITHIN THE GAME GRID. WARNING. WARNING.

We continue to hear this voice repeating under the escape, gradually diminishing as the three friends get farther away, until it dies out altogether.

249 SHOT OF TWO RECOGNIZERS                                      249

moving towards the dividing bulwark, passing over it.

250 SHOT OF THE THREE ESCAPING CYCLES                            250

racing through the narrow crack in the bulwark, barely enough room to get by. They emerge into an open corridor, with the Recognizers appearing overhead. We watch the cycles rush past the CAMERA...

251 SARK                                                         251

He is pacing across the bridge of the carrier, smashing guards out of his way.

SARK Get them. Send out every Game Tank in the Grid! Get them!

252 SHOT FROM BELOW FLYNN                                        252

as he looks up and spots the Recognizers hovering over them, about to come down for the kill.

FLYNN (into mike) Watch it!

RAM (into mike) Recognizers!

252A SHOT OF RAM                                                 252

heading for a smaller opening in one wall, labeled "Game Storage."

253 SHOT FROM BEHIND                                             253

as the three cycles race into the opening. The Reco's are blocked, way too big to fit through the opening.

254 INT. WEAPONS STORAGE - SERIES OF SHOTS                      254

FROM FLYNN'S POV as they rush through long narrow rooms filled with rows of tanks and missiles. As they speed past, the rows of tanks REV UP, turn in formation, one after the other, like the Rockettes, and follow.

255 EXT. MAZE                                                   255

Outside the game area, an electronic desert reminiscent of the Grand Canyon, with giant pillars rising high into the air, lined with narrow ridges and ledges. The cycles rush around corners of the ledges, pursued by the tanks, high above the flat surface. They come around a corner onto a wider ledge with several dark openings in the face of the cliff. They stop for a moment.

255A ANGLE ON FLYNN                                              255A

256 CLOSE UP - TRON'S FACE                                       256

listening.

TRON (into mike) Game Tanks! Come on

257 SHOT FROM ABOVE                                              257

as the three cycles rev up and race off, headed for one of the narrow openings in the cliff face, and plunge into it, disappearing from view.

258 INT. OF THE CAVE                                            258

We see the three cycles descend a long sloping ramp into the darkness, down, down into the dry rot section. The cycles come to a        stop and de-rez. Leaving each man standing with just the handlebars between his fists. They all let out a long SIGH and relax.

FLYNN Oh man...when you're on the other side of the screen...it all looks so easy...

Ram and Tron look at Flynn as if he's crazy, then start smiling and grinning, until all three are LAUGHING.

259 DESERT LABYRINTH                                             259

as the force of tanks RUMBLES through the terrain, the aircraft carrier hovering overhead.

260 BRIDGE OF THE AIRCRAFT CARRIER                               260

Sark is staring feverishly out over the barren landscape.

SARK (to one of the bridge                           personnel) Get the pursuit force back into 404A. There's no place else they could be...

Sark's lieutenant is watching the wall-sized screen behind Sark, where we can see a diagram of the area, with the tanks visible, moving through it. He turns to Sark.

LIEUTENANT (confidently) We'll have them in no time, sir. Long before the interrupt interface.

SARK (whirls on him) We better, null unit. I'll be lucky if                   the MCP doesn't blast me into a dead zone. I want those programs!

261 INT. CAVE                                                   261

Ram, Tron and Flynn are climbing up to an opening in the wall of the cave. Beyond them we can see a cluster of structures, like a        cityscape, and one enormous TOWER with a golden beam of light rising from it, farther up than the eye can see. No tanks are visible.

FLYNN (looking out) It's all circuits... (points at tower) Must be an input/output component...

RAM The tower, yes -- Flynn, have you remembered anything else about yourself -- like what sector you're                   from?

FLYNN (sitting down                         against a rock) Well...my home "sector" was called Paramus ...

RAM (sits also) PARAMUS... wonder what those initials stand for ... (starts counting them                   off on his fingers) ...probably Program Assist Routine -- well, it sounds like a lovely place.

FLYNN (shrugs) It grows on you.

He notices that Tron is not listening to them any longer, but is        gazing upwards.

TRON (murmuring) I can feel it ...

Flynn and Ram turn.

FLYNN Feel what? You okay?

RAM Alan-One...

TRON Yes... he's got something to tell me...

Ram and Tron look out at the distant tall tower.

RAM You think we can make it there?

TRON We have to.

FLYNN (pointing to a corner                          of the cave) Hey, what's that?

They all look back, into the darkness behind them. A glowing stream can just be seen. Ram gets up.

RAM it's just what we need.

262 INT. NICHE                                                  262

Ram and Tron are drinking, kneeling at the stream of flowing, brilliant LIGHT.

TRON Oh, that's nice. You always forget how good fresh energy feels, till you get to a pure source... (to Flynn) Have some...you'll need it.

Flynn goes to the stream, dips his hands in, takes a drink.

FLYNN (wiping his mouth) well... when do we pay a call on the ol' Master Control?

Tron and Ram are taken aback.

TRON What, just the three of us?

FLYNN (shrugs) You know anybody that's got an army for rent, that's fine...but my, uh, User said to go take that sucker out. An' let's                   face it, the big ox isn't gonna get any weaker. I feel like hittin' him now, while I'm good an' mad. Some nerve... what does he care whether you guys get killed, long as he keeps rakin' in                   quarters?

RAM (to Tron) Do you know what he's talking about?

TRON (to Flynn) I have to find out what Alan wants...                   that comes first.

FLYNN Okay, that's first. Maybe he knows what to -

Suddenly, we hear a RUMBLING SOUND. Flynn looks up sharply.

FLYNN (CONT.) What's that?

TRON Tanks...coming back. Let's go.

With that, there's an EXPLOSION from outside the cave. Each of the men holds up his cycle handlebars, and the three cycles SIZZLE back into shape and race up the ramp, and on out.

263-265 OMIT                                                        263-265

266 EXT. CAVE                                                   266

The three cyclists pause at the cave opening, sizing up possible avenues of escape in the terrain below.

FLYNN (points) How about over there...that empty memory?

TRON (shakes head) No good...they might block off the old chip. (points) This way.

The cycles race out of the cave entrance and head down, away from the approaching tanks, through the electronic canyons, shells EXPLODING around them. We see the tanks close behind.

267 POV OF A GUN SIGHT                                           267

from inside of the tanks, of the three bikes heading into a narrow arroyo.

268 SHOT OF THE CYCLES                                           268

They just make it around the corner when an EXPLOSION boasts the entrance to the arroyo, entering what appears to be a maze of very narrow canyons with short walls. They turn another corner and come to the edge of a gaping ravine.

Several hundred feet to their left a narrow bridge connects their ledge with another canyon wall, and a wider ledge, which leads down to the floor of the entire area, and on to freedom.

TRON'S VOICE The bridge! Come on!

The tanks are following through the maze, smooth gray automatons, lifeless, inexorable nemesis. Tron's cycle is in the lead as all three race for the bridge, but behind them, we see the first tank turning the corner.

CUT TO:

269 POV OF TANK GUNSIGHT                                         269

as the turret swings around and focuses on the bridge.

270 SHOT OF THE BRIDGE                                           270

Tron races out on it, Ram and Flynn behind. Just as Tron reaches the other side and Ram has just started to cross, there's a        tremendous EXPLOSION of electronic FLAK, blasting Ram and tossing him back on top of Flynn. Both cycles de-rez. The bridge disappears, and a mass of rubble falls, partially Obscuring Ram and Flynn. Tron SCREECHES to a halt and swings his bike back around.

He looks around -- Ram and Flynn are nowhere in sight. in the ravine below, he SEES a pile of motionless rubble.

The tank fires again, narrowly missing Tron, and he REVS up again, speeds off down the ramp, and is gone.

CUT TO: 271-272 OMIT                                                        271-272

273 FLYNN AND RAM                                                273

Ram is badly injured, unconscious. Flynn struggles to his feet, sees the tank turret swiveling towards him, grabs Ram and picks him up.

274 SHOT OF FLYNN                                                274

struggling with Ram's limp body, wedging himself into a narrow crack.

CUT TO:

275 SARK                                                         275

in the carrier above. He is watching the action on the wall screen behind his console, back to the camera. The picture is coming from the lead tank. To him, it appears as though Ram and Flynn had been blown up, since no sign of them is visible. We can see his lieutenant nearby, operating the communications.

SARK (to lieutenant) Make contact with master Control... (smiles) he'll be pleased to hear we're all finished with that User he sent us.

276 EXT. DESERT - TRON'S CYCLE                                  276

speeding through the flat, desert-like terrain, heading straight for the cityscape tower in the distance.

277 SHOT IN FRONT OF HIM - HIS FACE                              277

Far behind him, we see the image of Sark's carrier ponderously moving in his direction.

CUT TO:

278 FLYNN AND RAM                                                278

Flynn is supporting Ram, half carrying him, and it is        getting darker.

FLYNN You gonna make it?

Ram weakly nods, but doesn't look very convincing. Flynn bites his lip and struggles on. They are down on the floor of the desert, leaving the towering canyons behind. A large, dim shape can be made out. Flynn peers at it hopefully and struggles towards it.

CUT TO:

279 FLYNN                                                        279

arriving in front of a block-like shape, with a narrow opening. Exhausted, Flynn lets Ram down to the ground, goes to the opening and looks in. Looks okay, so he comes back.

CUT TO:

280 FLYNN AND RAM                                                280

sitting down inside the hiding place, collapsing. Ram is unconscious anyway, and Flynn's eyes soon closed.

FADE TO BLACK: 281 FADE UP FROM BLACK                                           281

Some light comes in the opening, and we see Flynn lying on a        platform across from Ram. Ram's glow appears to be almost gone. Flynn's eyes open. For a second he doesn't know where he is, but then he spots Ram, and comes fully awake. Ram is watching him. Flynn looks around. He gets up and stretches, his hand reaching up towards the ceiling. It brushes against one panel and suddenly the energy glow from his body seems to leap from his hand to the panel, leaving it with a glow of its own. The entire chamber starts to shake and RUMBLE.

FLYNN (holding onto                            the wall) What's goin' on?

RAM (looking around, weak) We're inside a Recognizer... (to Flynn) You are crazy -- stealing a Recognizer --

FLYNN (stumbling, trying to                        keep his balance) Are you kidding? I think it's stealing us -

Flynn tentatively places his-hands on separate parts of the instruments. An energy flow starts, and with a mighty heave and shudder, the chamber they're in turns over, knocking both Flynn and Ram to one side. The Recognizer is now in its standard upright position.

CUT TO:

282 EXT. SHOT OF THE RECOGNIZER                                 282

as it stands up, covered with a static overlay, partially de-rezzed.

283 INT. RECOGNIZER                                             283

Through the head of the Reco, we can look out at the landscape below.

Flynn sits stunned for a moment, then stumbles over to Ram, who's        going fast.

FLYNN You okay? You don't look so good.

Ram nods weakly.

FLYNN (CONT.) Hang on. We'll get you outta here.

Flynn touches panels, trying to get the Recognizer going, but with no result.

FLYNN (CONT.) Damn! Never fails... minute the warranty runs out...

RAM Come here.

Flynn goes over to him and kneels. Ram grabs his hands. Suddenly Ram's fading glow begins to flow through their clasped hands into Flynn. Horrified, Flynn tries to pull away, but Ram holds him fast.

FLYNN Hey... !

RAM Little more juice's all it needs...

Ram's last bit of energy flows into Flynn and Ram's body de-rezzes. Flynn watches in horror, frantically trying to reverse the flow, but it's too late. Ram disappears before his eyes. Stunned, he        gazes at the empty space for a moment, then stands up.

DISSOLVE TO:

284 THE CITY LANDSCAPE                                           284

Tron arrives at the city, gazing around an empty, surreal, burnt-out landscape. Buildings seem two dimensional, barely there, at a low rate of power, so drained by the MCP. The cycle de-rezzes. There's a        NOISE from above, and Tron looks up.

285 TRON'S POV                                                   285

A Recognizer floats over the city, moving towards him.

286 EXT. CITY LANDSCAPE                                         286

He hides behind a building as the Reco passes. A strange, zombie-like figure comes down one of the streets, and the Recognizer swoops over it, the static field flashing between the legs, passing through the figure, dissolving it.

287 CLOSE UP TRON'S FACE                                         287

Very grim. He looks out onto the street and sees two more of the figures, standing together, staring at each other, barely moving. Dead, lifeless, but animate. Tron comes out on the street, staring at these figures. He locks around the city in confusion, shaking his head sadly, but walks on.

288 TRON TURNS A CORNER                                          288

Up ahead we see a large, multi-storied factory-like building.

289 CLOSE UP - TRON IS FACE                                      289

This is what he was looking for. He looks from side to side, figuring the best way to get to the building. In front of the building stand a small group of the memory guards.

CUT TO:

290 EXT. CITY - LONG SHOT                                       290

of the city, and the tower and beam rising high into the air, with Sark's carrier far away, nearing the city.

CUT TO:

291 EXT. CITY - LONGER SHOT                                     291

over the complex landscape, of the distant city and tower, with Sark's carrier far away, nearing the city.

CUT TO:

292 INT. RECOGNIZER - FLYNN                                     292

This was his POV out of the window of the Recognizer. His face is        sad, he is still mourning Ram. This is a very low point. He sighs, then looks around, putting his palm on one panel after another. One of them glows brilliantly as he touches it, and the Recognizer gives a violent shake, then stops.

FLYNN Never gonna figure out how to work this thing...

There's a NOISE from above. He looks up.

293 HIS POV                                                      293

We see a bright glow behind one of the pieces of equipment.

294 FLYNN                                                        294

His eyes widen, then narrow. He non chalantly turns away, pretending to be still examining things.

CUT TO:

295 THE GLOW                                                     295

Appearing again, peeking around the corner. It comes forward, trying to get a look at Flynn. The BIT.

296 WIDE SHOT                                                    296

Flynn whirls around, fingers poised like a gunfighter. The Bit gives a violent start and leaps back, out of the way, but immediately comes back, peering at Flynn. Flynn is moving closer.

FLYNN Okay -- hold it right there!

The Bit is still in its pure energy form, but then it suddenly recognizes Flynn (thinks he is Clu), expands in a smooth green sphere -- the "Yes" mode and shouts:

BIT Yes!

The Bit subsides into energy form again.

FLYNN (still suspicious) What do you mean, "'yes"?

BIT Yesssss. Yes. Yes. Yes.

From now on, whenever the Bit speaks, it is a ball-shaped character, red or green, with a hint of a face, but as soon as it stops speaking, it reverts to a brilliant spark of light.

FLYNN That all you can say?

BIT (of course not,                        you know better) No, nyet, negatory, not on your tintype, no way.

FLYNN Oh. Anything else?

BIT Oui, da, yessiree, sure 'nuff, you betcha.

FLYNN only yes and no... (it dawns) You're a bit.

BIT (hippie) For sure...

FLYNN where's your program? Won't it miss you?

BIT (confused) No...

Flynn eyes the bit cautiously.

FLYNN I'm your program?

BIT (emphatic) Right on the money!

FLYNN (sighs) Another mouth to feed... you don't by any chance know how to drive this crate?

In answer, the Bit moves toward the center of the cabin where a        platform supports a four-foot tube with a crossbar. Flynn follows, stares at the setup for a moment, then steps onto the platform and grabs the cross-bar.

FLYNN (CONT.) Like so?

Before the Bit can answer, Flynn's power flows into the Recognizer, and it takes off like a bat out of hell

297-298 OMIT                                                        297-298

299 EXT. RECOGNIZER                                             299

heading for the city. It lurches forward unevenly, crashing drunkenly into a wall and bouncing off another one.

300 INT. RECOGNIZER                                             300

FLYNN Way to go! We're haulin'!

BIT Yes, okay, exactement!

301-302 OMIT                                                        301-302

303 INT. SIMULATION HANGER COMPLEX                              303

This is the building Tron was eyeing when we left him. We see him inside now, in a corridor, passing a large opening which gives views of partially completed structures: an aircraft carrier, a strange elongated craft that resembles a sailboat on its side. All composed partially of glowing lines, and partially of flat smooth surfaces. We see several female programs working in these rooms. This building only has female workers, but they are all pale and listless, no        interest in anything, staring at their feet as they shuffle along. Tron looks farther down the corridor.

CUT TO:

304 HIS POV                                                      304

We see a file of the female workers coming down the corridor towards Tron.

CUT TO:

305 TRON                                                         305

as he moves back against the wall, into a niche.

As the first girl passes his vantage-point, his hand flashes out and grabs her around the mouth, yanking her back into the niche with him. The line of workers mechanically files on past.

We watch from the rear of the niche, as Tron holds the girl against his chest until all the workers are gone. She struggles feebly, half-heartedly.

TRON I'm not gonna hurt you.

She stops struggling.

TRON (CONT.) I'm going to let you go now... don't                   scream, or I'll be very sorry.

His hands loosen, and he releases her.

CUT TO:

306 SHOT FROM IN FRONT                                           306

We see the faint pale image of the girl from full face for the first time. She looks tired and uninterested. Her face...is Lora's face, still beautiful in its pallor.

TRON Put your hand behind your back.

Slowly she obeys.

307 CLOSE UP - TRON                                              307

A slow smile appears on his face.

308 SHOT OF THEM BOTH                                            308

He extends his own hand to touch hers, palm to palm. As contact is        made, a rich glow appears between the two hands, strengthening as we         watch. A look of wonder crosses her face as the energy flows into her. She turns, entwining her fingers in Tron's.

GIRL TRON!!

She throws her arms around him.

TRON (smiling, hugging                          her tightly) Yori... hey...

YORI Oh, Tron... I knew you'd escape... they've never built circuit that could hold you...

She-looks around nervously.

YORI (pulling him by                            his hand) This way. Come on.

They walk quickly toward a flight of stairs.

CUT TO:

309 THE STREETS                                                  309

Tron and Yori are cautiously passing along the sidewalk. We can see the glowing beam of the 1/0 Tower over the tops of all the buildings, and several half-gone programs standing around. As they pass, they hear snatches of conversation.

PROGRAM ...artillery for Video Game Sector...

PROGRAM 2 ...all mathematical functions transferred to...

YORI I can't believe how bad it's gotten around here since the MCP started taking over... all the good functions have shut down... everybody looks so dead...                   I'm afraid to even go out during down-time...

TRON That's all going to change, Yori...

YORI How?

TRON Don't know yet... I have to get in touch with Alan. He was going to tell me how to

Suddenly Yori looks up, sees something, grabs Tron's hand and pulls him back into a nearby alley. She points up in the air.

CUT TO:

310 EXT. SKY - HER POV                                          310

as she looks up. Recognizer.

CUT TO:

311 YORI                                                         311

She shivers, and holds Tron's hand tighter.

CUT TO:

312 EXT. YORI'S BUILDING - LONG SHOT                            312

Tron and Yori arrive at the ground level entrance.

313 INT. HALLWAYS                                               313

Tron and Yori walk through long hallways and arrive at her door. She whistles and the door disappears. They step through.

CUT TO:

314 INT. YORI'S APARTMENT                                       314

As Tron and Yori enter. The apartment appears to be a box, with one window overlooking the cityscape, and the I/0 Tower. At first it        looks empty, with strange murals of one dimensional furniture on the walls and floors.

YORI My quarters.

TRON Why is everything...like this?

YORI It's a flat. But wait a micro...

She lays her palm on the wall near the door. The door reappears, and a glow starts to fill the room, softly, slowly. Tron looks around; the flat paintings of furniture are expanding, filling out, becoming three-dimensional. The room glows a soft rose color, becomes charming, soothing. It is still small and limited, but the light in        the air and the few pieces of furniture give off a loving, seductive aura. Tron turns back to Yori, smiling, and stops.

315 HIS POV                                                      315

With her hand still on the wall panel, she is glowing absorbing extra energy, changing. The severe work clothes metamorphosize into shimmering, diaphanous drapery, twinkling with thousands of        diamond-like points of light. A silvery tinkling SOUND comes from her robes as she moves forward; her beautiful face, now surrounded by a soft mane of hair, glows with pleasure at the expression in        Tron's face. She smiles lovingly, and reaches out her hand.

YORI Come here.

316 TRON                                                         316

His face tells the story. The fugitive, returned from long exile, is        being fully rewarded for his efforts.

TRON You're beautiful, Yori.

317 SHOT OF THEM BOTH                                            317

as their hands touch, and the glow springs out between their flattened palms.

Tron pulls her close to him, sliding his hand up her arm, leaving a        glowing trace, and her hands move up over his chest.

YORI You've grown, big program.

TRON I had to...in the games...

They move together into an embrace, but their lips never touch. All the energy is transmitted through their hands. They sink down onto what looks like cushions made of stars, their glow increasing. The room fills with the brilliance of the energy they are giving each other, and we hear their sighs, as the MUSIC comes up. Each of them moves their hands over the other, moving slowly, as if they were trying to touch the other's entire body at once. They roll over and are enveloped in the cloud of stars...

SLOW, SLOW DISSOLVE TO:

318 EXT. AIRCRAFT CARRIER                                       318

hovering in the air above the factory city, moving slowly forward. ZOOM OUT past the carrier towards the landscape beyond.

CUT TO:

319 EXT. CITY - L0NG SHOT                                       319

A slightly out-of-control Recognizer arrives in the city, wobbling, careening, glancing off a building or two.

320-321 OMIT                                                        320-321

322 INT. RECOGNIZER                                             322

Flynn is having trouble controlling the Reco.

FLYNN This honey doesn't handle so good in town...

BIT (agreeing) No, nuh-uh, never in a million years!

He lays his hands from panel to panel, causing one after another to        light up in a random pattern, almost with a beat, but the Recognizer only slams into another building and keeps going. The Bit starts shouting:

BIT Ix-nay! Noper! Under no conditions -

Flynn looks frantically around, spies a large panel to one side that he hasn't tried yet, and slaps his palm down on it.

BIT (that's more                            like it) Right, confirmed, I couldn't have put it -

CUT TO

323 EXT. 323

as the Reco screeches to a screaming stop... but the head of it, with Flynn and the Bit, breaks loose, and flies through the air, landing in what looks like a garbage dump.

CUT TO:

324 INT. 324

as Flynn shakily pulls himself out of the debris, the Bit nervously hovering over him.

FLYNN (to Bit) Catch me listening to you again.

325 EXT. 325

A group of low resolution programs are walking by. Flynn emerges from the broken-off head, stunned, but unhurt, the Bit flying by        his side. He blearily sees the passing programs, but doesn't realize they are at such a low state of consciousness that they can't see him.

FLYNN Hey. Hi. Hey, everything's okay. Fine. Little trouble, but we're okay. Thanks for your concern. So long.

They move on.

FLYNN (to the Bit) This town's full o' live ones.

BIT Not a chance.

328 EXT. CITY PLAZA                                             328

Tron and Yori are crossing an open plaza-like area, on their way to        the I/0 Tower. They pass by more zombie-like programs and overhear bits of conversation, all in dead-sounding monotones.

PROGRAMS I have to re-route the insurance information bits... Next cycle we                   start the war game simulation for the MCP... Did you make that accounts receivable adjustment for Sark...                   Certainly... the MCP wants only minimal functions left in Sector 84Q.

329 EXT. THE BASE OF THE I/0 TOWER                              329

It looms high overhead.

330 TRON AND YORI                                                330

on a long curving walkway which encircles the base of the Tower, approaching a wide door in the wall.

331 INSIDE THIS DOOR'                                            331

We see that it opens onto a wide elevator platform, which is now rising upwards at a steep angle, carrying Tron and Yori smoothly and silently towards an opening in a floor a hundred feet overhead.

332 SHOT FROM BELOW THEM                                         332

looking upwards as they move.

333 THE UPPER FLOOR                                              333

as the elevator platform arrives, and they step off. We get the sense of massive, over-size ceilings, floors, windows and machinery, dwarfing the programs who come to the Tower to communicate, preparing them for the experience, as a vaulting cathedral prepared the sinner for confession. But here, everything is composed of clean, sharp, angular surfaces. On this second story there is floor and ceiling, but no outer wall, so we can still see the city-grid below and beyond.

Tron and Yori cautiously move forward across the floor, heading for a door into the inner parts of the Tower.

334-349 OMIT                                                        334-349

350 THE CENTRAL CHAMBER                                          350

of the I/0 Tower. A large, raised circular altar stands against one wall, with a darkened opening behind it. A square, secondary altar supports the first, about fifty feet up a side.

In the middle of the altar we see a structure of stacked, diminishing steps, the final one forming the shoulders of an armless, padded suit with a puffed headdress revealing the face of the I/0 Tower priest, DUMONT. His eyes are shut. His face is lined with age, but still holds a sprightly sensitivity. It is the face of Dr. Gibbs, from the laser lab in the Real world. There is a large, V-shaped opening behind the altar, and the circular steps glow a hot neon, each a different color. The stripes of color thus formed bleed upwards onto the wall, lining either side of the V opening. There is        only blackness beyond.

351 DUMONT'S FACE                                                351

asleep.

352 REVERSE ANGLE                                                352

Tron and Yori walk toward him from an entranceway across the wide room, their footsteps ECHOING.

353-374 OMIT                                                        353-374

375 CENTRAL CHAMBER - TRON, YORI, DUMONT                         375

Tron and Yori stop at the foot of Dumont's altar.

YORI (quietly) Dumont... ?

The priest's eyes flicker open. He looks at Tron and Yori, doesn't        recognize either one.

DUMONT Yes?

TRON (nervous) I... have come to communicate with my User.

DUMONT Hmm. A difficult proposition...                   difficult proposition at best. (indicates empty chamber) Perhaps you've noticed... we're not exactly packing them in these days ...

YORI Yes...what--?

DUMONT You know, not so long ago, you could've come in here and seen programs lined up all the way back to those doors, waiting for communion with their Users. The building fund was doing well too...but now... (sighs) ...this so-called Master Control Program is going around cutting programs off from their natural creators, grabbing all our believers and making them ride around on little motor scooters and shoot things at                   each other and Weiner knows what all-- oh, it's enough to give you a crisis of faith...

TRON Well I want to communicate --

DUMONT Oh, you want to -- hah. I could get myself de-rezzed just-for letting you in here. They hate this tower. They'd close it down if they dared to but they keep me around, in case one of them wants to deal with the other world once in a while. And you should hear the way they commune! Sounds like they were routing a                   payroll, for all the heart they put in it. No, I don't think you

Tron steps closer, speaks quietly to Dumont.

TRON Dumont... my User has information that could -- could make this a                   free system again.

DUMONT Hah.

TRON Really. You'd have programs lined up around the block to use this place -- and no MCP looking over your shoulder.

DUMONT (sighs) When you've been in the system as long as I have, you hear many promises...                   many reassurances...many brave plans...

He pauses, sizing Tron up, considering it. Finally:

DUMONT (CONT.) (falling into ritual) Who is your User, program?

TRON Alan-One. He calls me... may I pass?

DUMONT All that is visible must grow beyond itself and extend into the realm of                   the invisible.

Dumont nods, and the neon glow fades a little.

DUMONT You may pass, my friend.

Tron runs lightly up the steps, past Dumont, into the darkness beyond.

CUT TO:

376 EXT. 1/0 TOWER                                              376

We see Flynn and the Bit walking towards the Tower, staring curiously at the zombie-like characters on the streets.

CUT TO:

377 A CORRIDOR IN THE TOWER. A CORNER. 377

We see a face peer around it. Flynn.

FLYNN This is where Tron said he was going...

Below him, at waist level, also peeking around the corner, we see the glow of the Bit. Flynn moves out from the wall and starts going down the hall, Bit following.

FLYNN (CONT.) Looks like his kind of place, too...                   real serious.

CAMERA SWIVELS and watches him walking quickly away from us. We HEAR the sound of many feet marching as Flynn reaches the end of the corridor. He stops and glances over his shoulder.

CUT TO:

378 A SHOT FROM IN FRONT OF HIM                                  378

As he stares down at the far corner. The SOUND of marching feet coming closer.

CUT TO:

379 CLOSE SHOT - MANY FEET MARCHING FAST                         379

PULL BACK AND TRUCK IN FRONT as we get a view of these characters...        Sark... and a force of guards and six Blue Warriors. Sark is in        front, enjoyment on his face. As far as he's concerned he's just going in for a final, easy kill of one renegade program who is        trapped.

GUARDS Hut! Hut! hut! Hut! Hut!

CUT TO:

380 A SHOT OF THE CORRIDOR WHERE WE LAST SAW FLYNN               380

as Sark and his men come around the corner. Flynn is nowhere to be        seen. Sark marches TOWARDS THE CAMERA, right into it.

CUT TO:

381 A SHOT FROM THE CORNER                                       381

at Sark and his men from the back as they continue on down the hall. The file of men is moving away. We can see that there is a wide ledge about ten feet up the wall, containing the lighting source.

CUT TO:

382 POV FROM LEDGE                                               382

looking down at the file of men going by. The last one passes.

CUT TO:

383 A SHOT FROM RIGHT BEHIND THE LAST WARRIOR                    383

Flynn suddenly drops down to the floor. The warrior turns snarling, lifting his staff.

CUT TO:

384 A SHOT OF FLYNN'S UPRAISED ARM                               384

his hand in a fist, falling.

CUT TO:

385 A FLASH OF BLUE LIGHT. 385

CUT TO:

386 A SHOT FROM ABOVE                                            386

Flynn is standing over the fallen Warrior.

BIT (V.O.) All right!

Flynn looks up AT THE CAMERA, finger to his lips.

CUT TO:

387 A SHOT FROM THE CORNER OF THE HALL                           387

We can see Sark's men marching on away from us, and Flynn leaning over the warrior with the Bit hovering over him. As we watch, Flynn places both his hands on the Blue Warrior's chest. Quickly, the blue static pattern covering the guard flows into Flynn's hands up his arms, and transfers entirely to him and the warrior derezzes.

CUT TO:

387A The Bit, upset, BUZZES around Flynn nervously. 387A

FLYNN Sshhh I'm still me. Just a different color. C'mon.

CUT TO:

388 A SHOT OF FLYNN                                              388

marching fast down the corridor, after Sark.

CUT TO:

389 INT. I/0 HALLWAY - MED. SHOT SARK - FULL FACE               389

surrounded by his guards. He. is looking up, eyes narrowed.

CUT TO:

390 A LONG SHOT FROM BEHIND HIM                                  390

We see that he is standing in front of the huge, closed door to the I/0 Tower central chamber. The guards have formed two long rows, and Sark's lieutenant is standing by his side.

SARK That old fruitcake Dumont...                   he'll pay for this.

CUT TO:

391 A CLOSE SHOT LOOKING OVER SARK'S SHOULDER                    391

He turns.

SARK Bring in the logic probe!!

392 THE HEART OF THE TOWER                                       392

We see Tron approaching a bell-shaped structure, with the brilliant golden beam emerging from the highest point of the bell. It is        surrounded by a cylinder of energy hundreds of feet in diameter. Tron walks into an opening at the base of the bell.

393 INT. COMMUNICATION BELL                                     393

Tron stands on the rounded rim of a dish-shaped room, the floor of        which rises to a cone in the center. The top of the cone is a flat, sliced-off surface. Tron walks down into the dish, a soft, padded surface, and then climbs up to the flat, central podium. We see that this surface is round, about four feet in diameter, and glowing from within, with a complex circuit pattern embedded in it. Tron looks down, and then up.

394 HIS POV                                                      394

The curving inner surfaces of the bell culminate in a round opening.

395 FROM THE OPENING                                             395

We see Tron's upturned face. He steps up on the podium, hands gripped into fists at his sides. His face is gradually filling with a deep inner excitement and anticipation, his eyes searching the space above. His expression remains still, his mouth closed and even. Only his eyes project the emotion he is feeling, burning with the knowledge of the experience to come.

396 A SHOT FROM BELOW HIM, NEAR HIS FEET, LOOKING UP. 396

He takes out his disk, grips it in both hands and slowly raises it        high above his head. He stands stiffly, willing the response to        happen... At first nothing stirs. Then a splendid, radiant beam of        light bursts down from the opening in the top of the bell, illuminating Tron and the disk. His hands start to shake with the force of the communication beam, and suddenly the disk is ripped from his hands, to rise, glowing brilliantly, upwards to the source of the light.

397 TRON'S FACE FROM ABOVE                                       397

filled with a quiet awe, eyes narrowed against the strong light. His hands drop to his sides. The disk rises out of sight, and we

CUT TO:

397 A SHOT OF THE BEAM                                           397

intensifying with every second.

398 THE 1/0 TOWER CENTRAL CHAMBER                                398

The glow is visible, illuminating Yori and Dumont.

399 EXT. CENTRAL CHAMBER - DOOR                                 399

A machine, floating above the floor, with a pointed cone facing the door, is switched on, and a blast of pure electricity leaps from it        to the surface of the door with the SOUND of sizzling LIGHTNING DISCHARGE--

CUT TO:

400 INT. CENTRAL CHAMBER                                        400

Yori turns to look at the door, hearing this muffled sound.

CUT TO:

401 HER POV - THE DOOR                                           401

One section of it is glowing, starting to de-rez.

YORI V.0. (Gasp) Dumont--!

CUT TO:

402 INT. COMMUNICATION CHAMBER                                  402

Tron is looking upwards. Suddenly a voice booms out, echoing, and distorted, Alan's voice.

ALAN V.0. TRON... TRON... Location query...                   location query... Confirm.

TRON Confirmed, Alan-One.

ALAN (sigh of relief) There you are... look, before we get cut off again...

In the air above Tron, images begin to materialize, shifting, transparent forms. First we see a network with pinpoints of light at each intersection; it rotates, and becomes a globe, with a        bright light at the center.

We see one of the intersection lights become very bright, and the others dim.

ALAN (V.0.) I'm going to put some new coding on                   your-disk, so you can get into the memory core of the Master Control...                   when you get there...

As Alan's voice continues, we

CUT TO:

403 INT. DUMONT'S. CENTRAL CHAMBER                              403

A SHOT OF THE de-rezzing door. The dissolving section has expanded, and we can start to see the guards inside.

404 INT. COMMUNICATION CHAMBER                                  404

The light increases in brilliance, as we hear Alan's voice fading out, consumed by static.

ALAN (V.0.) search all password code series

TRON Wait! I can't hear...

He stops.

The voice is gone. The beam continues to bathe Tron in its glow, and gradually we see an object emerging from the glow. The disk. It        slowly descends, Tron raises his hands to catch it, gripping it, pulls it down and stares at it.

CUT TO:

405 POV - THE DISK                                               405

It is glowing with a new power. Superimposed on its surface is a        complex mandala pattern, changing kaleidoscopically as we watch, shifting swirling liquid color.

CUT TO:

406 OMIT                                                         406

407 THE DOOR                                                     407

Almost gone. We can hear the voices of Sark's men outside.

YORI (V.0.) Dumont! The door...

408 YORI                                                         408

turning back to Dumont. Behind Dumont stands Tron, framed in the entry to the Communication chamber.

409 OMIT                                                         409

410 SHOT OF DUMONT                                               410

He is rising from the altar, the rest of his body emerging from the neon steps, until he is standing in front of Tron. We see that he        has on a floor-length robe with huge shoulder pads forming winglike supports for the fabric.

DUMONT I have waited for this moment many thousands of cycles. It is time for the new order to begin... The Users are waiting.

As we watch, Tron comes forward, and grips Dumont's shoulder briefly. Then he holds out his hand to Yori.

411 LONG SHOT as Yori steps forward up the steps. 411

CUT TO:

412 EXT. CHAMBER - THE DOOR                                     412

We see it is almost transparent, and as we watch, there is a burst of energy and the door disappears into thousands of sparkling dots of light.

CUT TO:

413 INT. CHAMBER - THE DOOR                                     413

It dissolves completely. Framed in the center of the opening, stands Sark.

SARK (pointing) Dumont!

The blue warriors race by him, pouring into the chamber.

CUT TO:

414 FULL SHOT - CHAMBER                                          414

We see Dumont standing on the top of the steps, no sign of Tron and Yori. The guards spread out through the room, Sark strides towards Dumont.

SARK Where's the program?

DUMONT (dotty-old-man act) Program? I'm sure you're mistaken.

414A CLOSE SHOT - SARK                                           414

furious.

SARK Take him!!!

415 EXT. SIMULATION HANGAR                                      415

As we see Tron and Yori racing through the streets, headed for it.

416 INT. HANGAR                                                 416

Tron and Yori enter. Solar Sailer simulation hovers.

417 A LONG SHOT                                                  417

As Tron and Yori race across the floor.

YORI (V.0.) This way...there's a simulation we can use...

And we see them race towards it.

418 SHOT OF THEM RISING ON AN ELEVATOR PLATFORM, FROM            419 ABOVE, LOOKING DOWN AT THEM.

419 A SHOT FROM THE SIDE OF THE SAILER, RISING WITH TRON         419 AND YORI

We see that this vessel is a simulation of a futuristic spacecraft, designed for travel in the Real world using solar energy, with an        enormous metallic sail to catch the rays of sunlight like wind, and move with the speed of light. The sail is at the bow of the craft, and a long, slender walkway connects it with the deck area, which is        made up of several connected flattened box-shapes, giving it the look of a dragonfly. In this world, the Sailer catches data transmission beams instead of sunlight, and is propelled along the information paths to the Central Processing Unit.

TRON V.O.                   Can it carry us?

YORI V.0. The design is good... We don't know why the User abandoned the project...

The elevator platform brings Tron and Yori through the center, forming part of the deck as it reaches a level position, locked into place.

420 SHOT OF THEM FROM THE LONG WALKWAY, FACING THE STERN         420

We see Yori bending over a console of touch panels.

YORI Yes...it can take us across the Sea of Simulation... all the way out of the Game Grid...to the MCP.

TRON (looking out                           of hangar) As long as it gets us out of here

421 EXT. HANGAR                                                 421

The crowd of Sark's men are racing towards it.

CUT TO:

422 EXT. SOLAR SAILER DECK - TRON AND YORI                      422

Bending over the console, from the POV of the sail. As we watch, a        head leans into the frame from the right. A memory guard. Then we        see a hand gripping a staff, and the legs of another guard on the left.

CUT TO:

423 THE TWO OF THEM FROM A LOW ANGLE                             423

On the console, as Yori leans over it. We see that she is looking at        a map of the system, a flat grid, and on it, in miniature, are the beam transfer points and transmission location.

CUT TO:

424 THE TWO GUARDS, CREEPING DOWN THE WALKWAY                    424

silently. We can see Tron's back as he hears a noise. His head snaps up; he sees the guards.

TRON Yori! Get down!

425 THE GUARDS                                                   425

Abandoning any attempt at silence, leap forward, shouting, thrusting their staffs at Tron.

CUT TO:

426 A LOW ANGLE, AS TRON KICKS THE FIRST GUARD BACK              426

and slashes the second across the face, knocking him out.

CUT TO:

427 EXT. ENTRANCE TO THE HANGAR                                 427

As Sark's men rush in and head for the stairs to the catwalks that ring the hangar walls. They start swarming up.

CUT TO:

428 TRON                                                         428

reacting, holding his disk ready.

CUT TO:

429 OMITTED                                                      429

430 WALKWAY OF SAILER                                            430

as guards start swarming on board. We see Tron move forward and then stop, letting them come.

CUT TO:

431 YORI'S POV - LONG SHOT                                       431

looking down at the walkway. Beyond it we can see the great door starting to rise.

432 TRON                                                         432

throwing his disk. It smashes into the guards in front, tossing them backwards.

CUT TO:

433 A SHOT FROM THE EXTERIOR OF THE HANGAR                       433

The great door is almost all the way up. We can see the Sail with its tip ready to emerge. Below, on the ground, more guards are racing towards the hangar.

434 TRON                                                         434

Beating back the guards, tossing them over the side of the walkway. We see one last guard standing on top of the bunker that forms the connection of the craft to the sail. Tron advances on him... the guard stares at him, then looks down... then jumps off, intimidated. There's a sudden lurch forward, and Tron is thrown back, losing his balance.

435 YORI                                                         435

smiling.

YORI We're off!

436 EXT. HANGAR                                                 436

The transmission beam is flowing, passing directly through the craft, from behind, hitting the sail bunker, and passing through, so that it looks like a headlight. The Sailer starts moving, fast, accelerating so that it reaches a tremendous velocity in a matter of        seconds.

437 EXT. AIRCRAFT CARRIER - BRIDGE - SARK & MCP                 437

Back on the bridge of the carrier, Sark is in the MCP hologram. In        front of him, we see a view of the city below, and the hangar, and the Solar Sailer -- racing away.

MCP I hope you've enjoyed being a command program, Sark. I wonder how you'll like working in a pocket calculator... maybe one of those watches that plays "Happy                   Birthday" to its User once a year.

SARK Now, sir... We did take care of that User you sent us --

MCP Yes, and now you've got two renegade programs running all the hell over the system in a stolen simulation.

SARK We'll get them, sir... These things take time.

MCP I don't have time, Sark. And neither do you. End of line.

438-439 OMIT                                                        438-439

440 SOLAR SAILER - WALKWAY - TRON                                440

from the stern. Tron picks himself up from the floor where he was thrown when the Sailer took off, and heads for Yori (at the camera). He stops, seeing something.

YORI V.O.                   Tron, are you all right?

Tron waves at her... then...

441 CLOSE SHOT FROM IN FRONT OF TRON                             441

He looks over at the guard rail.

CUT TO:

442 TRON'S POV                                                   442

fingers gripping the rail. ZOOM IN on the fingers.

CUT TO:

443 A SHOT FROM BELOW THE WALKWAY                                443

Several yards away from it. We see one of the blue warriors hanging on, trying to get a leg up on the rail, and we see Tron race to the edge, look over and see this guard.

444 CLOSE SHOT OF TRON                                           444

By the rail with the blue arms and head in the shot. Tron raises his disk to slam into the intruder, when suddenly a spherical glowing shape comes into the frame from bottom right.

BIT (buzzing around Tron's                        head like a fly) No way, not on your life, no siree!! Nothing doing, forget it!!!

CUT TO:

445 SHOT OF WARRIOR'S FACE                                       445

....Flynn.

CUT TO:

446 FLYNN'S POV OF TRON                                          446

Who looks down, really seeing the face below for the first time.

TRON Flynn!!

447 SIDE SHOT OF THEM BOTH                                       447

FLYNN Greetings, program...

TRON (dumbfounded) You're alive!

FLYNN Yeah, I... oops!

He loses his grip, and starts to fall. But Tron, just in time, grabs Flynn's wrist and starts to pull him up. We see the blue static guard disguise fade off Flynn.

449 YORI                                                         449

leaning over the control console anxiously, watching Tron come up        the steps towards her with Flynn and the Bit.

450 WIDER SHOT                                                   450

As they reach her.

YORI (nervously) Who is this?

We see Flynn look at Yori and silently mouth "Lora" in surprise...        but then realize his mistake.

TRON (smiling) Flynn... (he turns to                         Flynn eagerly) Where's Ram?

FLYNN I'm sorry, Tron... he's...                   he didn't make it.

Tron shakes his head, sadly.

TRON (to Yori) This is Flynn... the one who busted me out.

YORI (to Flynn) Then I owe you some thanks...

FLYNN No big deal. I ought to know my way around that Light Cycles routine...                   I mean, I did write the program for it.

TRON (mystified) Wrote the...?

FLYNN It's time I levelled with you, Tron. I'm a -- well, I'm what you guys call a                   User.

Tron and Yori are stunned and awed.

YORI A User -- in our world?

FLYNN (nods) Guess I took a wrong turn somewhere...

TRON But -- if you're a User -- then everything you've done has been part of a plan ...

FLYNN (laughs) You wish. Man, I haven't had a second to think since I got down here. I mean in here. Out here. Whatever.

TRON Then...

FLYNN Look, you guys know how it is. You just keep doin' what it looks like you're                   supposed to, even if it seems crazy, and you hope to hell your User knows what's                   goin' on.

TRON Well -- that's how it is for programs, yes, but --

FLYNN I hate to disappoint you, pal, most-the time, that's how it is for Users, too.

TRON Stranger and stranger...

BIT You said it.

FLYNN (pats Tron on back) So... Nice ship you got here. What's our next move?

TRON (smiles) Remember you wanted to pay a call on                   the MCP?

Flynn nods.

TRON (CONT.) We're on our way. (indicates disk) Alan-One gave me the coding we need to go                   up against Master

FLYNN All right. Thank God. Alan stayed awake, at least.

451 LONG SHOT                                                    451

The aircraft carrier rolls past the camera.

452 THE BRIDGE - SARK                                            452

looking out the observation window, as his lieutenant approaches from behind.

LIEUTENANT Sir, what do you want done with the tower guardian, Dumont? Put him with the others?

SARK No, bit brain.

Sark turns to face him.

SARK

Prepare him for inquisition. I need a little relaxation. But first rez up                   the carrier for pursuit... And one other thing.

lie stares at the lieutenant, paranoid

SARK (continuing) Don'tthink anymore. I do the thinkingaround here.

453 LONG SHOT OF SOLAR SAILER ON THE BEAM                        453

speeding through the System, right on target.

454/455 OMITTED                                                     454/455

CUT TO:

456 SOLAR SAILER DECK                                            456

We see Flynn looking back the way they came. Yori is at the controls, with Tron beside her, his arm around her shoulders, looking at Flynn.

FLYNN What about our friend - Sark?

TRON Probably decided not to pursue us, The Sea of Simulation is tricky.. lot of illusions...rough navigating. Programs have a way of just...                   disappearing here.

FLYNN Not us, I hope.

TRON (shakes his head,                         indicates disk) Not with this disk. I'm going to                   check on the beam connection, Yori. You two can keep a watch out for grid bugs.

He moves off down the walkway, the Bit following. Flynn turns and leans out over the side.

FLYNN Boy the view from up here... you know the territory?

YORI A little ... (points out sights) Over there, the Mountains of Data...                   and I think that's the Silicon Valley...

FLYNN (pointing) What's wrong with that area?

457 HIS POV                                                      457

We see an area of darkened, gloomy, two-dimensional shapes.

YORI (sadly) The MCP blasted it... There are very few domains left with any power at all.

FLYNN Lousy utility companies ...                   they're the same wherever you go.

456-461 OMIT                                                        456-461

462 INT. DIMLY LIT CELL                                         462

Where we see Dumont plugged into energy foot sockets. Two memory guards stand by his side holding their staffs against his chest. Dumont's face is wracked with pain, his robe torn, but his expression is full of determination. As we watch, another blast of        torturous energy comes from the boots, and his face contorts. CAMERA PULLS BACK AND ANGLES UP to the second level where we see Sark looking down into the pit that is Dumont's cell.

463 CLOSE UP SARK                                                463

464 MED. SHOT - DUMONT                                          464

He looks up.

DUMONT What do you want? I'm busy.

465 SHOT OVER DUMONT'S SHOULDER                                  465

of Sark.

SARK (snarling) Busy dying, you worn-out excuse for an old program.

DUMONT Yes, I'm old.

466 SHOT OF DUMONT                                               466

from the front.

DUMONT (continuing) Old enough to remember the MCP when he                   was just a chess program. He started small, and he'll end small.

467 SHOT OF SARK                                                 467

SARK (throws back his                        head and laughs) That's very funny, Dumont. Maybe I                   should keep you around, just to make me                    laugh.

467A SHOT OVER DUMONT'S SHOULDER                                 467A

of Sark.

SARK (continuing) Guards! Bring this antique to the bridge so he can watch his friends be obliterated.

CUT TO:

468 THE DECK OF THE SOLAR SAILER                                 466

We see Tron at the bow. Flynn and Yori are up on the deck near the controls, with the Bit hovering over them. Yori is, pointing something out to Flynn.

469 TRON'S FACE                                                  469

reacting to the sight of something ahead of the Solar Sailer.

470 LONG SHOT FROM THE SIDE                                      470

We see the transmission beam which carries the Solar Sailer increasing in brightness, throbbing with a pulse of mad glowing energy, coming towards the ship. It hits the sail, and the ship shivers. The whole beam is now tripled in brightness.

CUT TO:

471 EXT. DECK OF SOLAR SAILER - SHOT OF CONTROL PANEL           471

As Tron runs up to Yori's side. He grabs her shoulder, pulling her against him... they have to shout to be heard above the noise of the increasing beam.

TRON (shouting) What is it?

YORI Power surge... the transmission beam's                   too strong!

TRON We have to get off this beam!

YORI (frantic) I can't. There's no junction due for at                   least 7 or 8 nanoseconds!

472 OMIT                                                         472

473 LONG SHOT                                                    473

The ship is throbbing and jerking, bits of it de-rezzing.

474 DECK OF SOLAR SAILER                                         474

Flynn looks around, points to one side.

FLYNN There's another beam!

YORI It's too far!

Flynn suddenly looks to the bow of the ship, makes a decision, and races forward.

CUT TO:

475 VIEW D0WN THE WALKWAY, FROM THE STERN                        475

We see Flynn race to the bow, where the horrendous power of the beam is blasting away at the sails. He slows down, but keeps going.

CUT TO:

476 YORI'S FACE                                                  476

Watching -

YORI Where's he going?

CUT TO:

477 TRON'S FACE                                                  477

Also watching.

TRON The beam connection...                   but he'll be de-rezzed!!

CUT TO:

478 SHOT IN FRONT OF SOLAR SAILER, FACING THE BOW                478

We see Flynn emerge, leaning out into the beam, his face brilliantly illuminated by the beam. He reaches forward with one arm.

CUT TO:

479 FLYNN'S HAND                                                 479

Entering the beam.

CUT TO:

480 SHOT FROM ABOVE FLYNN                                        480

He is lying spread eagled at the bow, with one arm in the light. He        raises his other arm and points at the beam which was so close, but too far to reach. Suddenly his whole body glows with the same intensity as the beam.

CUT TO:

481 TRON AND YORI                                                481

Shielding their eyes from the light.

CUT TO:

482 SHOT FROM ABOVE FLYNN                                        482

His body glowing, arm outstretched. Suddenly another beam blasts out from his arm.

CUT TO:

483 LONG SHOT                                                    483

We see the new beam from Flynn's arm flash over to the neighboring transmission beam and connect. We see the ship pulsing, and then breaking free of the old beam, following the new path, and connecting to the safe beam.

The craft starts to travel safely on its way.

CUT TO:

484 YORI'S FACE                                                  484

Radiant. Tron amazed.

CUT TO:

485 SIDE SHOT                                                    485

Tron races down the walkway toward Flynn, closely followed by Yori and the Bit.

CUT TO:

486 SHOT OF TRON                                                 486

Carrying Flynn towards the stern, carefully, gingerly with Yori watching.

CUT TO:

487 CLOSE SHOT                                                   487

as they reach the deck in front of Tron, as he holds Flynn. We can see Yori's anxious face to one side. Flynn's head comes up for a        moment, dazed.

FLYNN (weakly) Did we make it?

TRON Yes.

Flynn smiles weakly.

FLYNN Hooray for our side...

He faints.

DISSOLVE TO:

488 A WATERY, WAVERING VIEW OF YORI                              488

Her face, upside-down, peering downward.

489 SOLAR SAILER - TRON, FLYNN, YORI                             489

Yori is sitting on the floor beside the control console with Flynn stretched out beside her, his head in her lap. Her hands are on        either side of his face. Tron is seated across from them and the Bit is quietly floating beside him. In b.g. we SEE that the Solar Sailer is passing through a series of narrow canyons.

FLYNN Hey... you guys OK?

TRON (nods) How about you?

FLYNN Aah, I'm fine... little hung over is all...

YORI How did you do that, Flynn?

FLYNN (sitting up) Elementary physics... a beam of                   energy can always be diverted... ooh, my head (looks around --                             to Yori) Are we there yet, Mommy?

YORI Almost... I just have to adjust our course at the next junction. I'd better go check the instruments ...

She heads O.S., toward the bow.

490 LONG SHOT                                                    490

The Sailer is about to pass the mouth of another canyon.

491 TRON & FLYNN                                                 491

Tron looks away from Flynn for a moment to check the Sailer's        progress.

492-500 OMIT                                                        492-500

501 TRON'S POV                                                   501

as the new canyon comes into sight. CAMERA LOOKS UP AND UP... to the immense bulk of the aircraft carrier, moving fast toward the Sailer.

TRON (V.0.) Sark!

502-519 OMIT                                                        502-519

520 LONG SHOT                                                    520

The carrier lurches forward and rams the Sailer, splitting it in        half.

521-523 OMIT                                                        521-523

524 YORI AND FLYNN                                               524

Falling on top of one another, Flynn trying to pull Yori out of the way as the bulk of the carrier appears to slam into Tron and he's        gone.

CUT TO:

525 TRON                                                         525

falling through space.

CUT TO:

526 FLYNN AND YORI                                               526

As the carrier keeps moving forward. Flynn holding Yori, and the Bit hovers beside them. A second level of the carrier, with an open hold, comes rushing at them.

527 THEIR POV                                                    527

The gaping hold rushes forward and the screen goes black.

CUT TO:

527A LONG SHOT                                                   527A

Their half of the Sailer is scooped up into the carrier.

CUT TO:

528 TRON                                                         528

catching hold of something. He is swinging freely. Hanging onto a        wall, he starts pulling his feet up to gain a precarious foothold.

529/530 OMITTED                                                     529/530

531 INT. DUMONT'S CELL                                          531

Dumont standing, facing the camera. HEAR door SLAMMING.

532 FULL SHOT                                                    532

of cell. Yori rushes forward to Dumont. We see Flynn standing just inside the door, shoulders slumped and we can see that his disk has been removed.

532A MED. SHOT                                                   532A

Dumont holds Yori as she SOBS.

DUMONT Quietly, Yori...

He looks up.

DUMONT (continuing) Tron... ?

Flynn looks down at his hands and turns away, leaning against the wall.

YORI He's dead.

DUMONT (sighs, looks                            at Flynn) And who is this?

YORI He's a User, Dumont. He came to                   our world... trying to help us...

Her voice breaks, she turns away.

DUMONT (despairing) If the Users can no longer help us...

His voice trails off. Suddenly, a stronger LIGHT flashes on in the cell, the door opens, and we see Sark standing there, framed in the cell door.

SARK So... we have erased the program that -

As he catches sight of Flynn, his voice falters.

SARK (CONT.) You! No!

Flynn looks up curiously.

SARK (CONT.) You died! I saw you!

FLYNN Not me, boss.

SARK Well... we can take care of that soon enough.

He points to Dumont. The guards grab him.

SARK (CONT.) Take this program to the holding pit.

The guards start to drag Dumont out.

YORI (rushing after him) Dumont...!

A guard pushes her roughly to the end of the cell.

SARK (indicates Dumont) I'm taking our friend here, and some other religious fanatics, to                   Master Control... the MCP has expressed an interest in assimilating them -- probably for archival purposes. I'm not going back to the Game Grid on this ship, though -- I'll take the Transport Beam. (smiles) Less traffic. But when I disembark, this ship...and everything that remains on board...will automatically de-rez. This means you.

Enjoy your trip...

LAUGHING, Sark leaves. The guards, with Dumont in custody, follow.

533 SHOT LOOKING DOWN INTO THE PIT CELLS                         533

into the cell that holds a dozen dejected, defeated, aging programs, the I/0 Tower guardians. We see the door to the cell open and guards beginning to herd them out.

534 ANGLE - LEVEL ABOVE CELLS                                    534

where we can see Sark walking towards an open portal. He looks down into the cells at his feet and laughs again.

535 FLYNN                                                        535

staring up as Sark moves past their cell and out of view.

536 LONG SHOT                                                    536

of the carrier approaching a flat-topped mountain, with the communication beam of the MCP visible at the very center.

537/538 OMITTED                                                     537/538

539 SHOT FROM THE CARRIER                                        539

of the MCP's mesa moving closer, the only structure visible in a        vast plain covered with a glowing grid.

540 EXT. BRIDGE AREA OF CARRIER                                 540

We can see the observation port and below that a section of the ship's structure is moving forward.

LIEUTENANT (V.O.) Docking module prepared to disengage, sir.

541 INSERT                                                       541

Sark's hand touching a control panel.

542 OMIT                                                         542

543 EXT. SHOT                                                   543

As the landing pod disengages completely, floating away from the carrier and then starting its final journey to the MCP, picking up        speed on a straight and even course. We can see a small speck clinging to one side of the pod...

543A CLOSE UP - SPECK                                            543A

TRON, holding himself braced into a narrow crack.

544 FLYNN, YORI AND THE BIT                                      544

Yori is sitting with her head in her hands. Flynn is at the door testing it, running his finger along the edges.

545 LONG SHOT                                                    545

Of landing pod flying over the glowing grid that surrounds the MCP's        mesa.

546 A SHOT                                                       546

from behind the carrier of the pod getting smaller with distance.

547 POD POV                                                      547

Steep cliff face of the MCP's mesa is coming closer and closer, more and more detail visible.

548 POD                                                          548

tiny against the massive bulk of the MCP's mesa, descending for landing. The top edge of the cliff is encrusted with irregular shapes and the pod is headed for one opening among the shapes, fitting itself neatly in between so that it becomes a part of the structure.

549 INT. POD                                                    549

There is a minor jolt and Sark lays his palm on another panel. From the rear wall of the pod we see the entire front wall rising slowly. Sark and his lieutenant stand by either side of the door, and we        gradually are given a view of the MCP, two or three miles away at         the center of the plain ahead. The structure is a series of gleaming black blades, forming a great cylinder, and the communication beam rises out of the center of this cylinder.

550 EXT. CARRIER                                                550

floating upwards and forward.

551 MED. SHOT                                                   551

Flynn still at the door. Suddenly his hand goes right through the door.

FLYNN Hey!

The door is disappearing, dissolving.

FLYNN (continuing; turning) Look, the door's almost...

He stops in horror.

CUT TO:

552 HIS POV                                                      552

Yori is standing lethargically staring at her hands... through them. She is de-rezzing too. Her whole body becoming transparent. She looks up dimly at Flynn, with no expression.

553 WIDE SHOT                                                    553

Flynn races back to her and takes her in his arms roughly, hugging her close, his energy flowing into her.

Their faces are very close as he stares down, terrified that he is        too late to save her. Her eyes are half-closed.

FLYNN Yori!

554 CLOSE SHOT                                                   554

Just their two faces. Flynn bends closer, their lips almost touch. Suddenly her eyes widen as her form returns to solidarity, and color floods back into her. Her mouth opens in wonder and she looks up at        Flynn. He pulls a little away from her, still holding her.

YORI (in awe) You... you brought me back...? Why...? How ... ?

Flynn lets go of her.

FLYNN I'm gonna need your help. Hey, Bit!

He looks around, spots a small glow in one corner of the cell, runs to it and stoops down, cupping the glow in his hands. It wavers. Flynn wills his energy back into it, frowning with concentration. Suddenly the Bit pops into life.

BIT Yes!

FLYNN Let's get outta here.

They head for the door.

555 THE MESA TOP OF THE MCP                                      555

The prisoners file forward on the path to the MCP. Sark is leading them. We can see the structure of the MCP closer now, looming bigger. The four memory guards are standing at regular intervals along the path.

556 EXT. POD DOOR - LIEUTENANT                                  556

on duty. He hears a NOISE and turns... and in a flash of light a        speeding disk smashes into him, knocking him over. The CAMERA WATCHES over his de-rezzing body. We see a figure approaching closer... its arm is raised, and... the disk slams back into the hand.

557 CLOSER SHOT                                                  557

It is Tron. He steps over the body of the Lieutenant.

558 THE MCP                                                      558

from right outside. We see the prisoners beginning to file inside, up the final slope leading to the base of the MCP.

559 SIDE SHOT OF THE ENTRANCE                                    559

to the MCP. As the guardian programs enter. Sark stands waiting, watching them, his back to the camera.

560 POV OF THE DOOMED PROGRAMS                                   560

As the first one gets through the opening. The light from the MCP's        beam pours out. Moving forward, through the entrance, the MCP is        finally revealed. A giant cylinder, a hundred feet high, with a        network of circuit lines, and stretched across all the visible surface... is a face. Flattened, stretched, bizarrely distorted, the face is capable of moving to any section of the-cylinder. The impression is similar to the look of a grotesquely fat person's face, but more so. It's horrible. Beneath the floating cylinder face two inverted cones of light, meeting at their apex, support it. We        continue moving forward, the MCP looming over us. Then the CAMERA STOPS and the doomed programs file past us, separating and going to        the inner walls. The MCP speaks, we see his enormous lips moving.

MCP (echoing, booming) I am delighted that so many of you could turn out to give your power over to me...

561 FULL SHOT - THE PROGRAMS                                     561

lining the wall. They are sucked back, pinned, immobile, and we see them starting to de-rez.

MCP You're very lucky, all of you. You are participating in the creation of                   the single most powerful program in                    the history of the system... of all systems...

The programs begin to disappear, one by one.

MCP (continuing) A program with a will... with ambition... a superior form of                   life...

562 EXT. MCP                                                    562

Sark stands in front of Dumont.

SARK Go!

Dumont's face is devoid of hope. He starts into the MCP's inner chamber.

563 CLOSE - DUMONT'S FACE                                        563

seeing the MCP, reacting.

564 INT. INNER CHAMBER OF MCP                                   564

Over Dumont's shoulder, with a view of the MCP. Zoom IN on MCP's        face.

MCP Welcome!

565 EXT. CARRIER BRIDGE                                         565

Flynn and Yori race into view. We can see two of the memory guards in a de-rezzed, two dimensional state, disappearing completely in        the course of this scene. Flynn runs to Sark's position, looking out the window.

FLYNN Check out the controls.

As Yori looks over the control conso1e.

FLYNN (continuing) We're getting closer.

566 HIS POV                                                      566

Down the length of the carrier. It is de-rezzing, parts of it gone already. We see the CPU approaching, as the carrier rises.

567 EXT. LANDSCAPE - LONG SHOT                                  567

The carrier drifts over the edge of the mesa, high above it, whole sections only visible as outlines.

367A EXT. MCP                                                    567A

CAMERA MOVING FORWARD towards the MCP's beam.

568 INT. MCP - MED. SHOT - DUMONT                               568

He is slowly disappearing.

MCP Dumont, I'm so pleased that we've                   finally come to terms with one another...

569 EXT. CPU MESA                                               569

Sark is standing, looking in the opening, waiting for the signal to        depart. His back is to the camera.

VOICE SARK!

Sark turns, curious, eyes widen incredulously..

570 SARK'S POV                                                   570

We SEE Tron standing, legs spread, arms poised by his sides, disk in        one hand. It gives off a pure white light.

571 CLOSE UP SARK'S FACE                                         571

SARK I don't know how you survived, slave.

572 WIDE SHOT FROM THE SIDE                                      572

SARK It doesn't matter. Prepare to                   terminate.

Sark flings his disk with a violent jerk of his wrist.

573 SHOT FROM ABOVE                                              573

as the disk races at Tron. He dodges, drops to one knee and ducks under it. Sark's disk circles like a homing missile and attacks again. Tron deflects the second attack with his own disk, and the two meet with an explosion of light. Sark's disk ricochets off and races away, back to Sark. We see Tron throw his own weapon.

574 EXT. CARRIER BRIDGE                                         574

FLYNN I can rev this baby up a little

He looks out sees something, does a double-take, looks again

FLYNN (continuing) Wait a minute Yori! YORI!! LOOK!

575 FULL SHOT                                                    575

as Yori runs to Flynn's side and-peers down.

YORI TRON!!

576 CLOSE UP - YORI                                              576

tears of joy streaming down her face.

577 HER POV                                                      577

the fight continuing.

577A FULL SHOT - THE BRIDGE                                      577

YORI Flynn, we've got to help him!

FLYNN Let's get some power here.

His hands, laying on the control console, begin to send forth great pulses of glowing energy into the carrier.

CUT TO:

578 CLOSE UP                                                     578

Sark's face.

SARK You are very persistent, Tron.

579 MED. SHOT                                                   579

Tron's disk circles Sark, attacking twice. Sark deflects it and immediately throws his own disk.

580 SHOT OF TWO WEAPONS                                          580

racing almost side by side through the air.

581 SHOT OF TRON                                                 581

as the two disks come at him.

TRON I'm also better than you....

He leaps into the air, grabs his own disk, pulling his legs up as        Sark's disk passes under him.

582 SHOT OF SARK'S DISK                                          582

Making a sharp turn in the air.

583 SHOT OF TRON FROM BEHIND                                     583

He looks over his shoulder, sees the disk coming at him.

584 TRON'S HAND                                                  584

As he slams his own disk into Sark's, using his as a shield.

584A MED. SHOT SARK                                              584A

SARK Very clever, Tron. You know you should have joined me.

585 OVERHEAD POV                                                 585

Tron hurls again.

586 FLYNN AND YORI                                               586

Flynn is at the controls, transferring power.

FLYNN Any response? YORI It's starting

She looks down at the battle. Her hand reaches over and grips Flynn's tightly.

CUT TO:

587 SARK                                                         587

He catches his own disk, spots Tron's coming at him right behind, and holds up his own disk as a shield.

SARK We would have made a great team.

588 TRON'S DISK                                                  588

turning sideways in its flight, edge on.

589 SARK                                                         589

With a CRASH and explosion of light, Tron's disk cuts right through Sark's disk, and on through Sark's head. The disk shatters, and we        see Sark's surprised face, hands still in position to hold the disk... a jagged open slash right through his forehead. We can see energy pouring out of this wound like blood.

590 LONGER SHOT                                                  590

Sark falls, dead, face first.

591 OMITTED                                                      591

592 TRON                                                         592

wailing past Sark's body.

593 SHOT FROM BEHIND TRON                                        593

as he goes in the MCP's inner chamber.

MCP (before he sees Tron) It is very good that you...

594 OMITTED                                                      594

595 SHOT OF TRON                                                 595

framed in the doorway.

TRON I don't think it is good for you, MCP.

596 SHOT OF MCP                                                  596

MCP Sark! How have you allowed this program to

597 OMITTED                                                      597

598 SHOT FROM BEHIND TRON                                        598

TRON Sark's out. Would you like to                   leave a message?

MCP I am the message. The only message. Sark!

Tron throws his disk. It's deflected off the base of the MCP, and returns to him.

MCP (continuing) SARK!

As Tron is preparing to throw again he notices Dumont and races over to him.

599 CLOSE SHOT - WALL                                            599

Dumont is transparent. Tron runs up to him.

TRON (trying to pull                      Dumont away from wall) Dumont!

DUMONT No... Tron ... must... destroy MCP... first...

TRON Dumont! Where's Yori? Where's                   Flynn?

DUMONT (very weak) They may be... de-rezzed... on                   the carrier ... hurry...

600 MED. SHOT - TRON                                            600

He turns, murder in his eyes, draws back his arm for the throw.

MCP Program... stop. This is not allowed!

Tron throws.

601 SHOT OF MCP                                                  601

The disk smashes into him. Once, twice...

MCP I will not allow this Sark! (thundering) SARK!!!

The voice reverberates, shaking the chamber. Tron continues to throw.

602 OMITTED                                                      602

603 INSERT                                                       603

Sark's dead hand. We see the circuit pattern of the mesa top begin to glow around the hand, throbbing with energy. The hand moves.

604 TRON                                                         604

throwing again at the MCP, hitting, catching his disk again.

MCP (thundering) SARK!!!

605 SARK                                                         605

His body is glowing, expanding. He starts to rise, his face looks up.

606 CLOSE UP - FACE                                              606

It is vacant, staring with white eyes. His head still has the gaping hole in the forehead. He's a zombie, the living dead. He rises.

607 LONG SHOT                                                    607

Carrier floating over the CPU, near the MCP's beam. Flynn looks out, from side to side, quickly assessing the possibilities. He spots the beam.

608 OMITTED                                                      608

609 HIS POV OF BEAM                                              609

very close.

610 SHOT OF YORI AND FLYNN                                       610

FLYNN Yori, steer us over the beam, right next to it.

YORI (going to controls) Why? What are you going to do?

FLYNN (staring down) Jump.

Yori looks up.

YORI But... won't you be de-rezzed?

FLYNN (turns to her) Probably.

611 INT. MCP - TRON                                             611

about to fire again. There's a sudden roar and Tron turns.

612 TRON'S POV OF GIANT SARK                                     612

Who rips open the doorway into the MCP and advances.

613 BRIDGE                                                       613

Yori has steered them right next to the beam. She turns to Flynn, goes up to him.

YORI Flynn... you can't... I

FLYNN (lays finger on                            her lips) Shhhhh.

He takes her in his arms.

FLYNN (CONT.) (whispering) I'm sure Tron wouldn't mind if...                   just once...

His head bends down and their lips meet. Yori's body begins to glow, change, metamorphosize until she has the same appearance as in the love scene with Tron, sparkling and gorgeous. Her eyes are closed.

614 CLOSE UP - THEIR FACES                                       614

Finally Flynn pulls away from her. Her eyes stay shut for a second, then open.

FLYNN Don't worry.

615 LONGER SHOT                                                  615

He releases her, steps to the edge of the observation port, poises on the brink, and then leaps off, directly in the beam. We see Yori shakily grip the edge of the port and lean out.

616 HER POV                                                      616

Flynn is diving through space in the beam, falling in slow motion directly into the center of MCP itself.

617 INT. MCP                                                    617

Sark is much bigger than before, advancing on Tron. He speaks, but his voice is that of the MCP.

SARK/MCP End of line, program...

We can see the MCP in the b.g. Suddenly there is an explosion of        static, as Flynn falls into the MCP. We see a weird 2-D image of        Flynn's face circling in the cylinder with the MCP as they battle. Sark falters, stumbles, distracted by this, and Tron ducks under him and hurls the code disk for the last time. It circles the MCP once, and then hurtles straight for the target, the apex of the energy cones. And connects.

618 SHOT OF THE APEX                                             618

A brilliant explosion of lights bursts out.

619 SHOT OF SARK                                                 619

Dead face wracked with the pain of a second death. He begins to melt into a column of pure energy, dissipating completely.

620 SHOT OF THE MCP                                              620

We see something materializing in the apex of the energy cones. It        is dressed like Dumont was at the I/0 Tower, an old man in the padded altar costume, spinning, slowly, finally stopping. We see the wizened, wrinkled face of the true MCP for just a few seconds, and see that he is furiosly TYPING on an old Remington portable. Then he        too dissolves into liquid energy, and disappears. The cylinder of        the MCP glows brighter and brighter.

621 YORI AND THE BIT                                             621

on the bridge of the carrier looking down at this.

622 HER POV                                                      622

A fountain of energy explodes upwards like a Supernova, right at the camera.

623 YORI                                                         623

shielding her face from the power of the blast.

624 LONG SHOT                                                    624

The nova of energy bursting upwards. We start to see the glow returning to the surrounding domains, as the nova dissipates, leaving the sky full of sparkling stars.

625 YORI                                                         625

still shielding her eyes, but looking out in wonder at the domains regaining their life.

626 HER POV                                                      626

one domain after another, scattered around the horizon, glows brightly, increasing.

627 LONG SHOT                                                    627

The carrier starts to descend.

CUT TO:

628 EXT. CPU MESA - TRON                                        628

Leading Dumont out of the chamber with several of the other guardian programs that were saved. He looks up, spots the carrier descending.

629 SHOT OF CARRIER                                              629

Basically all that is left of it is the bridge, with only a very faint image of the rest of the body. It lands on the mesa.

630 EXT. CPU MESA                                               630

Tron catches Yori as she jumps down. He hugs her close and looks at        her, about to speak. But she reaches up and presses her lips to his in a quick, intense kiss. Then pulls back.

TRON (laughing) Nice...

YORI It's something Users do.

TRON Where's Flynn?

He looks up at the bridge.

YORI He's gone. He went into the beam. He saved you. He saved all of us.

Tron stares at her, holding onto her shoulders. Then he looks up at        the sky, thoughtfully. She also looks up.

DUMONT He really was a User...

BIT (quietly, sadly) Yes...

631 LONG SHOT FROM OVERHEAD                                      631

of the landscape, glowing again with new life, every I/O Tower a        shining beacon, a symbol of the new found freedom of communication.

DISSOLVE TO:

632 RACING OVER THE CIRCUIT PATTERN                              632

and returning to the real world.

633 THE REAL WORLD - LASER LAB                                   633

CLOSE on the business end of the huge laser in ICOM's lab. A bright blast of LIGHT shoots out of the mechanism.

WIDEN TO REVEAL the laser pouring its light onto the floor, near the chair where Flynn was sitting when he was digitized.

Slowly -- in a reverse of his disappearance -- Flynn's BODY takes shape on the floor. As the laser shuts off, he is revealed intact -- back in his real-world body and clothes... and as bewildered to find himself here as he was when he first arrived in the electronic world.

He studies his hands -- and SEES that they're now nonluminescent flesh and blood.

He looks out the window and SEES that it's shortly past dawn, with weak sunlight coming in.

And, at the SOUND of light MACHINERY at work, he turns to look at        Lora's computer terminal, where a hard-copy computer PRINTER is         coughing out a long document on wide blue paper.

Flynn gets up off the floor, goes over to the printer, and READS the document. As he does so, his eyes widen, and a SMILE appears on his face.

The printer finishes its run, clicks patiently. Flynn, exuberant, tears the printout from the machine and rushes to the door with it.

CUT TO:

634 INT. ALAN'S OFFICE - ALAN AND LORA                          634

Bleary but excited, they gaze happily at the information on Alan's        CRT screen as Flynn bursts into the room, waving his printout.

FLYNN Hey -- you guys

Before he can say anything more, Alan turns to greet him, holding up        a seven-inch computer software FLOPPY DISK in its cardboard sleeve.

ALAN Flynn! I made it. I worked out some new codes for Tron, put 'em on a disk, and -- it's running.

FLYNN I know, I met him.

Alan and Lora look at him -- the same sort of mystified look he got from Tron and Yori in the other world. He checks himself.

FLYNN (CONT.) I mean, I saw it read-up - hey, look at this.

He shows them the printout. It takes Alan and Lora a few seconds of        reading it to figure out its significance.

ALAN Your old files -- ?

FLYNN And Dillinger's instructions to                   divert them -- it's all there - look, even his home phone number, when he logged on.

ALAN Oh, that is beautiful. You've got the goods...

Flynn folds up the printout, puts it in his pocket. Alan and Lora get up, stretch, start wandering slowly toward the door with him.

FLYNN You're telling me...

As they talk, CAMERA PANS over to Alan's color CRT SCREEN and HOLDS on it.

635 CRT SCREEN                                                   635

The lines of printed information that had filled it up wipe off, and are replaced by a number of shapes very much like the ones in a        typical video game:

A BLUE CYLINDER, poised on a BLUE MESA -- resembling the MCP in the electronic world. And THREE YELLOW ROCKETS. They move randomly at        first, then converge on the blue figure from three different directions.

FLYNN (V.0.) you have any idea how much I can sue these jokers for?

LORA (V.0.) Well, just don't forget your old friends when you're rich and famous.

FLYNN (V.0.) Are you kidding? You guys'll he running this joint by then...

ALAN (V.O.) Your friend Dillinger sure won't...

The yellow rockets all hit the blue mesa at the same time. It        EXPLODES in typical video-game fashion -- radiating lines of blue SPARKS. The yellow rockets fly away from it and form a vertical formation, heading together toward the side of the CRT screen as we        HEAR Flynn, Lora, and Alan heading for the door.

FLYNN (V.O.) Hey, you know anybody who wants to                   get hold of some video games... cheap?

LORA (V.O.) You're getting out of the business?

ALAN (V.O.) Shouldn't you wait till your lawsuit's settled?

FLYNN (V.0.) Nah...I decided...I've had enough of                   video games to last me a good long time. I feel like gettin' into some real life...

at the SOUND of the DOOR to Alan's office closing O.S., the three yellow rockets leave the CRT screen, sailing off its left-hand edge. HOLD a moment on the exploded blue figure and

BLACK OUT.