Demolition Man

DEMOLITION MAN

Participating Writers:

Peter Lenkov Robert Reneau Daniel Waters Fred Decker Jonathan Lemkin

Story by:

Peter Lenkov Daniel Waters

Screenplay by:

Daniel Waters Jonathan Lemkin

SILVER PICTURES November 19, 1992 c 1992

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

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

Norbert Wiener

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

W.C. Fields

DEMOLITION MAN

FADE IN:

EXT. BLACK SKY - NIGHT

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

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

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

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

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

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

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

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

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

INT. BLIMP POD - CONTINUOUS ACTION - NIGHT

JOHN SPARTAN peers down into the fiery landscape.

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

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

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

INT. BLIMP POD - NIGHT

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

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

Spartan gets his bag into position.

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

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

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

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

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

SPARTAN (checking the thermo) What's that?

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

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

PILOT #2 Isn't that for getting people out of burning buildings...

SPARTAN Yeah, sometimes...

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

EXT. BLIMP - NIGHT

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

EXT. FORTRESS - MAIN BUILDING - ROOFTOP - NIGHT

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

INT. FORTRESS - MAIN BUILDING - THIRD FLOOR - NIGHT

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

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

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

INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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

PHOENIX Motherfucker.

INT. FORTRESS - MAIN BUILDING - STAIRWELL - NIGHT

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

SPARTAN That's a warm welcome.

INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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

ANOTHER ANGLE - STAIRWELL AND LANDING

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

BACK TO PHOENIX

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

BACK TO SPARTAN

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

SPARTAN How 'bout some light, guys?

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

EXT. FORTRESS - FROM ABOVE - NIGHT

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

INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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

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

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

SPARTAN (simply) It's over.

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

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

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

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

EXT. FORTRESS - MAIN YARD - NIGHT

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

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

LAMB It's Spartan again...

INT. FORTRESS - MAIN BUILDING - SECOND FLOOR - NIGHT

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

INT./EXT. FORTRESS - MAIN BUILDING - NIGHT

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

OVERHEAD POV

The fireball rockets by the blimp.

INT. BLIMP - POD - NIGHT

The Pilots with mouths agape as the fireball crashes by.

EXT. FORTRESS - MAIN YARD - NIGHT

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

EXT. FORTRESS - MAIN YARD - NIGHT (AFTERMATH)

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

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

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

HEALY Yeah. Sure.

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

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

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

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

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

SMASH CUT TO:

INT. CRYO PRISON - STARK WHITE CORRIDOR - DAY

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

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

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

KATIE SPARTAN I love you, Daddy.

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

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

INT. CRYO PRISON - MAIN ROOM - DAY

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

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

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

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

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

SPARTAN Skip it...

Spartan shivers, contemplating one of his stiffening hands.

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

SPARTAN Skip it...

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

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

SPARTAN Fuh... fuf... funny.

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

SPARTAN See ya next century...

TITLES BEGIN as...

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

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

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

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

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

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

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

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

SMITHERS (this again) Yeah. BE well. Lieutenant Lenina Huxley.

EXT. SAN ANGELES - STREETS - DAY (2042)

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

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

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

INT. LENINA'S POLICE CAR - MOVING - DAY

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

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

ON HEADS UP DISPLAY

Warden Smithers gently reminds her that ---

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

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

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

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

INT. LENINA'S POLICE CAR - DAY

Smithers peers at her almost suspiciously.

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

The Warden's image poofs.

INT. CRYO-PRISON - MAIN ROOM - DAY

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

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

Smithers leans into a peephole.

INSIDE PEEPHOLE

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

INT. CRYO-PRISON - CONFERENCE AREA - DAY

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

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

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

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

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

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

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

INT. CRYO-PRISON - DEFROSTING CHAMBER - DAY

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

INT. LENINA'S POLICE CAR - MOVING - DAY

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

HUXLEY Huxley, Lenina. Coding on.

A serenely annoying VOICE answers her

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

HUXLEY (groans) Ahhh...

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

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

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

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

EXT. ANOTHER SAN ANGELES STREET - DAY

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

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

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

EXT. A DIFFERENT SAN ANGELES STREET - DAY

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

PERISCOPE POV

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

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

INT. SEWER TUNNEL - DAY

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

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

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

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

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

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

INT. POLICE STATION - MAIN AREA - DAY

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

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

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

HUXLEY Let me guess, all is serene.

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

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

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

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

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

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

INT. LENINA'S OFFICE - DAY

-- curses almost silently under her breath as she enters...

HUXLEY Sanctimonious asshole.

A MORALITY BOX on the wall picks it up.

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

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

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

GARCIA Whew... That was tense.

Lenina gives him a deadpan glare:

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

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

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

GARCIA Goodness. No.

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

INT. CRYO-PRISON - CONFERENCE AREA - DAY

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

The look he gives Smithers is chilling.

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

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

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

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

SMITHERS (firmer) ... was rendered obsolete.

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

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

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

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

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

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

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

VIEW FROM PEEPHOLE

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

INT. CRYO-PRISON - DAY

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

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

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

FEMALE COMPUTER (V.O.) Thank you. And BE well.

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

PHOENIX Yeah? You too.

And he's gone...

INT. POLICE STATION - MAIN AREA - DAY

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

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

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

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

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

GARCIA What's a one eight seven?

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

HUXLEY (stunned) Murder-Death-Kill.

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

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

The warden stops crawling. Collapses.

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

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

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

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

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

EXT. CRYO-PRISON - DAY

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

PHOENIX Excuse me, Doctor?

DOCTOR Yes...

PHOENIX Open your mouth and say 'Ahhhh!'

Simon's having a good time.

INT. POLICE STATION - MAIN AREA - DAY

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

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

A list of names flashes on the screen.

LAMB It's Phoenix. Simon Phoenix...

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

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

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

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

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

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

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

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

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

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

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

HUXLEY Glorious.

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

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

EXT. HOLLYWOOD AND VINE - DAY

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

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

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

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

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

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

Simon grins.

PHOENIX Thanks, feel great, too...

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

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

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

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

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

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

A morality BOX attached to the kiosk BUZZES.

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

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

PHOENIX Yeah? Well fuck you twice.

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

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

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

PHOENIX Oooh, fuckers are fast, too.

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

INT. POLICE STATION - MAIN AREA - DAY

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

GARCIA Chalk one up for the benevolent ones.

EXT. HOLLYWOOD AND VINE - DAY

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

SQUAD LEADER Maniac is imminent. Request advice.

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

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

Phoenix lets off a laugh.

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

The cops look puzzled.

PHOENIX Don't they have irony anymore?

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

SQUAD LEADER (hurt) Maniac scoffs at us.

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

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

INT. POLICE STATION - MAIN AREA - DAY

The cops are stunned.

EXT. HOLLYWOOD AND VINE - DAY

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

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

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

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

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

PHOENIX Simon says scream.

INT. POLICE STATION - MAIN AREA - DAY

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

EXT. HOLLYWOOD AND VINE - DAY

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

INT. POLICE STATION - MAIN AREA - DAY

Despite the electronic distance, cops recoil in fear.

EXT. HOLLYWOOD AND VINE - DAY

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

INT. POLICE STATION - MAIN AREA - DAY

On the giant monitor Simon glares at them

PHOENIX (V.O.) Everybody stand!

Half the cops in confusion and fear do.

EXT. HOLLYWOOD AND VINE - DAY

Simon looks straight at the camera.

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

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

INT. POLICE STATION - MAIN AREA - DAY

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

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

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

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

TOUGH COP Why's he doing that?

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

EXT. COCTEAU COMPLEX - DAY

A tall, silver needle rising from a plaza complex.

INT. COCTEAU COMPLEX - CONFERENCE ROOM - DAY

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

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

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

PUBLICWORKS (IMAGE) Yes, indeed.

The other video heads turn and nod in agreement.

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

The VIDEOHEADS nod and MUTTER their approval.

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

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

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

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

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

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

Bob shudders.

COCTEAU Enhance your calm... Enhance your calm.

Cocteau gestures to the frozen video heads.

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

CUT TO:

INT. POLICE STATION - MAIN ROOM - DAY

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

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

INT. COCTEAU COMPLEX - CONFERENCE ROOM - DAY

Earle's image appears on all the VideoHeads.

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

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

INT. POLICE STATION - MAIN ROOM - DAY

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

EARLE BE well.

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

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

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

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

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

Lenina looks at him with a pleased and spooky smile.

INT. POLICE STATION - LENINA'S OFFICE - DAY

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

ON SCREEN

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

GARCIA Are you sure this is real life?

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

LAMB There was a lot more business back then.

MORE WRECKAGE

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

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

LITTLE GIRL (IMAGE) Fuck you, lady!

SPARTAN (IMAGE) Good answer.

LENINA

smiles at the screen --

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

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

GARCIA He must be seventy years old by                 now.

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

CUT TO:

INT. CRYO-PRISON - MAIN ROOM - DAY

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

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

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

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

WIDE AGAIN

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

INT. CRYO-PRISON - DEFROSTING CHAMBER - DAY

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

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

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

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

INT. CRYO-PRISON - CONFERENCE AREA - DAY

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

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

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

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

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

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

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

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

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

SPARTAN Where am I?

GARCIA Uh, I, uh...

Spartan pushes Garcia away.

SPARTAN When am I?

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

Huxley comes over. Clear and concisely...

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

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

HUXLEY Forty-four years.

Whoa...

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

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

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

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

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

SPARTAN (fully awake) What?

Huxley steps in.

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

He looks at her like she's nuts.

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

SPARTAN Where???

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

He gets up. He's way stiff.

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

They back off in fear.

SPARTAN It's just an expression.

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

SPARTAN Just get me some Marlboros.

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

SPARTAN A cigarette. (relinquishes his                         brand loyalty) Just get me any cigarette.

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

SPARTAN Are you shittin' me?

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

Spartan looks at it in amazement.

SPARTAN What the fuck is that?

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

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

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

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

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

Spartan remembers. The freezer was bad, way bad. He       swallows hard and --

EXT. CRYO-PRISON - DAY

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

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

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

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

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

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

GARCIA This all probably seems quasi- strange to you.

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

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

Spartan looks at her. What was that?

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

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

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

The RADIO quickly turns ON and changes stations to:

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

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

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

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

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

SPARTAN Somebody put me back in the fridge.

INT. POLICE STATION - MAIN AREA - DAY

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

HUXLEY New inforama on Simon Phoenix?

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

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

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

TOUGH COP Sir, I formally convey my presence.

SPARTAN Hi.

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

HUXLEY We're not used to physical contact greetings.

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

GARCIA Toilet paper?

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

The entire station roars with laughter. Spartan stands unamused.

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

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

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

SPARTAN Zach Lamb, what happened to you?!

LAMB I got old. It happens.

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

The nearest Morality Box dutifully BUZZES.

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

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

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

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

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

INT. POLICE STATION - LENINA'S OFFICE - DAY

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

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

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

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

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

Spartan seethingly contemplates his itching hand.

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

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

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

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

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

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

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

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

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

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

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

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

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

PHOENIX Home sweet home...

As he heads down the hall --

EXT. POLICE STATION - DAY

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

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

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

SPARTAN You're driving.

INT. POLICE STATION - MAIN AREA - DAY

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

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

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

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

Raymond quietly enjoys his own wit.

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

OFF Cocteau's look of quiet surprise ---

INT. MUSEUM - ARMORY ROOM - DAY

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

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

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

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

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

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

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

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

PHOENIX Enough...

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

PHOENIX Motherfuck.

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

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

Phoenix chuckles appreciatively, presses the "?" button.

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

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

Graphics flicker madly on the screen.

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

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

Two GUARDS appear in the doorway behind him.

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

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

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

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

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

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

EXT. COCTEAU COMPLEX - MUSEUM ENTRANCE - DAY

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

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

SPARTAN You see that?

GARCIA What?

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

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

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

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

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

SPARTAN What the hell's this?

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

SPARTAN Does it work?

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

SPARTAN Guess so.

HUXLEY They've got him trapped in section eight.

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

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

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

INT. MUSEUM - MAIN HALL - DAY

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

INT. MUSEUM - ARMORY ENTRANCE - DAY

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

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

INT. MUSEUM - ARMORY ROOM - DAY

Phoenix stands behind the Civil War cannon.

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

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

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

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

PHOENIX Nah. I don't think so.

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

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

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

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

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

SPARTAN My job.

PHOENIX Who cares? Simon says bleed.

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

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

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

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

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

SPARTAN I was in the neighborhood.

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

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

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

INT. MUSEUM - MAIN HALL - DAY

Smoke everywhere.

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

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

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

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

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

SPARTAN You forgot to say Simon says.

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

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

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

EXT. MUSEUM - REAR COURTYARD - DAY

Cocteau coolly walks through the freshly-landscaped courtyard.

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

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

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

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

COCTEAU I don't think so.

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

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

Phoenix looks at him. Surprised and puzzled...

PHOENIX Yeah, I do...

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

EXT. MUSEUM STREET - REAR COURTYARD - DAY

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

EXT. MUSEUM - REAR COURTYARD - DAY

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

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

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

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

EXT. COCTEAU COMPLEX - MUSEUM ENTRANCE - DAY

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

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

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

Cocteau takes a quivering Chief Earle aside.

COCTEAU (coolly) Who is this man?

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

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

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

Earle nods. Still terrified.

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

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

Cocteau addresses Spartan and the entire assemblage.

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

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

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

INT. POLICE STATION - MAIN AREA - DUSK

Spartan is not happy --

SPARTAN Wait, wait, wait.

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

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

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

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

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

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

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

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

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

Everyone is momentarily nauseated.

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

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

SPARTAN Oh. Great plan.

EARLE Thank you.

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

SPARTAN So where the fuck is he?

Spartan reaches without looking. Pockets another warning.

EXT. SAN ANGELES ALLEY - NIGHT

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

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

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

EXT. SAN ANGELES SKYLINE - NIGHT

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

INT. LENINA'S POLICE CAR - MOVING - NIGHT

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

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

SPARTAN Back up. The Schwarzenegger library...

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

SPARTAN Stop... He was President?

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

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

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

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

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

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

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

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

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

As they pull up in front --

EXT. TACO BELL - NIGHT

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

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

INT. TACO BELL - FRONT COUNTER AREA - NIGHT

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

COUNTERGIRL Hi! May I help you?

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

COUNTERGIRL Will that be for here or to go?

SPARTAN Ah. The eternal question... Here.

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

COUNTERGIRL Burrito Supreme. Shake. BE well.

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

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

INT. TACO BELL - COCTEAU'S TABLE - NIGHT

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

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

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

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

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

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

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

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

Cocteau gloats.

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

SPARTAN (brightening) You mean nothing's changed?

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

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

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

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

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

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

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

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

HUXLEY You were awake? A person would go                 insane.

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

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

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

The food truck approaches.

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

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

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

And Spartan is gone...

EXT. COURT OF STORES - NIGHT

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

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

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

INT. TACO BELL - TABLE AREA - NIGHT

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

EXT. COURT OF STORES - NIGHT

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

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

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

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

SPARTAN Great, they brought the whole team.

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

INT. TACO BELL - TABLE AREA - NIGHT

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

EXT. COURT OF STORES - NIGHT

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

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

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

TROLLEY DRIVER BE well...?

SPARTAN Be gone.

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

INT. TACO BELL - TABLE AREA - NIGHT

The patrons grow dead silent in anticipation.

EXT. COURT OF STORES - NIGHT

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

INT. TACO BELL - TABLE AREA - NIGHT

The patrons unbridle themselves into actual cheering.

EXT. COURT OF STORES - NIGHT

Spartan bursts forth from the trolley into the melee.

SPARTAN You're all under arrest.

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

SCRAP RAIDER Protein! I've found protein!!

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

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

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

SPARTAN Maybe I'm losing my touch.

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

SPARTAN Better.

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

PAYNE We're outta here!

INT. TACO BELL - TABLE AREA - NIGHT

Cocteau smolders at the sight of Payne.

EXT. COURT OF STORES - NIGHT

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

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

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

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

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

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

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

ASSOCIATE BOB They're nothing but thugs and hooligans.

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

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

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

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

EXT. ADDITIONAL SAN ANGELES STREET - NIGHT

Huxley's cruiser glides INTO FRAME.

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

INT. LENINA'S POLICE CAR - MOVING - NIGHT

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

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

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

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

Touched, Lenina hands Spartan a small, unusual box.

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

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

LENINA'S APARTMENT - NIGHT

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

SPARTAN This is where you live?

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

INT. LENINA'S APARTMENT - NIGHT

BLACK SCREEN

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

A door opens in the darkness.

HUXLEY ... just ask. Lights.

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

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

SPARTAN It's very...

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

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

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

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

He had no idea that was going to be her point.

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

HUXLEY Great.

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

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

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

SPARTAN Start what?

HUXLEY Having sex, of course.

And she flicks on the switch on her own helmet.

VIRTUAL REALITY WORLD

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

INT. LENINA'S APARTMENT - NIGHT

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

HUXLEY What's wrong? You broke contact.

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

Lenina removes her helmet with some confusion and hurt.

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

SPARTAN This is like boning Ms. Pacman.

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

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

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

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

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

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

HUXLEY That is no longer done!

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

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

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

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

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

HUXLEY Ughh.

SPARTAN What about kids?

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

SPARTAN I didn't...

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

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

INT. SPARTAN'S APARTMENT - NIGHT

In darkness, Spartan loudly bangs into something.

SPARTAN Ahh. Lights.

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

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

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

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

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

SPARTAN Uh, telephone directory...

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

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

Shuts up. Realizes he's been rambling.

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

SPARTAN Was there one?

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

SPARTAN What happened then?

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

VIDSCREEN COMPUTER (V.O.) No ref.

SPARTAN (dreading the answer) Did she die?

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

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

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

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

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

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

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

INT. COCTEAU'S OFFICE - NIGHT

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

COCTEAU (a little annoyed) Lights.

PHOENIX (O.S.) Nah, I changed that. Illuminate.

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

PHOENIX Illuminate. (they go off) Isn't that nicer? Go 'head, you try it.

COCTEAU (exasperated) Illuminate.

The lights come back on.

PHOENIX Raymond, bud, we need to talk.

COCTEAU How'd you get in?

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

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

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

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

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

PHOENIX Exactemundo.

Cocteau turns to Bob.

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

PHOENIX Aww, don't say that...

Phoenix chuckles. Then, a little irked --

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

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

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

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

Cocteau nods. Yeah, whatever...

PHOENIX Illuminate.

The lights go out again. Simon chuckles madly.

COCTEAU (getting aggravated) Illuminate.

Nothing happens.

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

ASSOCIATE BOB What a distasteful fellow.

Cocteau just looks at him. Enough already...

COCTEAU Oh shut up, Bob.

EXT. LENINA'S APARTMENT - MORNING

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

HUXLEY (all business) Detective...

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

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

SPARTAN This is for you, Huxley.

HUXLEY Oh, thanks...

INT. LENINA'S POLICE CAR - DAY

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

HUXLEY What a lovely...

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

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

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

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

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

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

SPARTAN Who develops the rehab programs? Attila the Hun?

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

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

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

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

Lenina looks anything but reassured.

INT. COCTEAU COMPLEX - COCTEAU'S LOBBY - DAY

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

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

SPARTAN Think again.

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

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

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

INT. COCTEAU COMPLEX - CONFERENCE ROOM - DAY

Cocteau appears on a dozen swiveling VideoHeads.

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

Spartan wastes no time with pleasantries.

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

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

COCTEAU Phoenix's rehab. Now.

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

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

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

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

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

SPARTAN Try again.

Even on video, Cocteau flinches visibly.

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

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

SPARTAN Yeah. But it worked.

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

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

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

The Beretta appears next to Cocteau's head onscreen.

CUT TO:

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

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

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

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

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

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

SPARTAN What??

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

Spartan looks at him a long time.

SPARTAN Fuck you.

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

EXT. TACO BELL/COURT OF STORES - DUSK

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

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

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

GARCIA How will you accomplish this, John Spartan?

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

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

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

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

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

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

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

EARLE Yeah. You might like it down there.

Spartan looks at him with a grin.

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

Nobody has a clue. It could be really bad.

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

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

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

SPARTAN That's 'blow this guy away.'

HUXLEY (shrugs) Whatever.

INT. WASTELAND - OMINOUS TUNNEL - DUSK

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

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

INT. WASTELAND - LENGTH OF PIPE - DUSK

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

INT. WASTELAND - UNDERGROUND STREET - NIGHT

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

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

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

SPARTAN Thugs and hooligans, huh?

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

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

GARCIA What is that emanation?

SPARTAN Oh, yeah, oh yeah...

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

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

HUXLEY I think I'm going to...

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

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

GARCIA Uh, no thank you...

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

SPARTAN Best damn burritos I ever had.

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

SPARTAN What do you mean?

HUXLEY Did you see any cows down here, Detective?

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

SPARTAN Que esta esso carne?

OLD WOMAN Esta carne de rodentia.

Beat.

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

Spartan thinks about it. Eats the last bite.

SPARTAN And it was good. Damn fine salsa too.

OLD WOMAN Gracias, Senor.

Huxley is nauseous.

GARCIA Oh my...

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

INT. WASTELAND - BAR

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

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

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

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

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

PHOENIX (throwing back his                         drink) Salud.

INT. WASTELAND - LARGE CAVERN - NIGHT

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

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

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

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

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

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

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

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

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

SPARTAN Well, maybe they're not so                 primitive.

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

SPARTAN I got a few questions.

Payne COCKS his PISTOL, aims at Spartan.

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

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

TOUGH SCRAP You've got no business down here.

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

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

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

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

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

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

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

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

PAYNE Man, this is the Cocteau plan.

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

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

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

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

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

PAYNE You're a pretty wise man.

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

Payne hasn't. Looks to the others.

TOUGH SCRAP (nods to Payne) Scoped him yesterday.

GARCIA (amazed) You were right...

VIEW FROM DISTANCE

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

SIMON

can't believe his good luck. He chuckles.

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

He turns and quietly starts dispensing instructions to       the cryocons.

BACK TO SCENE

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

KATHERINE John Spartan? The Demolition Man?

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

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

KATHERINE You did. I'm your daughter.

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

SPARTAN Katie, my little Katie...

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

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

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

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

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

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

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

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

GARCIA Spartan.

Spartan's busy.

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

SPARTAN What!

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

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

SPARTAN Get down!!!

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

PHOENIX Spartan, buddy, I brought some old friends.

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

SPARTAN Stay down!

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

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

INT. WASTELAND - CULVERT - NIGHT

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

The CULVERT itself EXPLODES, blowing shrapnel everywhere.

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

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

INT. WASTELAND - CROSS PIPE - NIGHT

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

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

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

SPARTAN Oh shit.

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

PHOENIX Just go with the flow, Spartan.

INT. WASTELAND CORRUGATED CONDUIT - NIGHT

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

INT. WASTELAND - LARGE CAVERN/SUPPORT GRID - NIGHT

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

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

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

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

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

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

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

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

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

INT. WASTELAND - LARGE CAVERN - FLOOR - NIGHT

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

Spartan stampedes away.

INT. WASTELAND - UNDERGROUND STREET - NIGHT

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

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

ELEVATOR SHAFT

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

BURRITO JOINT

Spartan drops down with a gleam.

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

HUXLEY Then does that mean this place is...

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

HUXLEY Going up?

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

INT. 2042 GM DEALERSHIP - NIGHT

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

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

HUXLEY Now what?

SPARTAN Vaya con dios.

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

EXT. TACO BELL - COURTYARD - NIGHT

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

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

LAMB Yeah, the Demo Man is back.

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

PHOENIX So am I. Rookie.

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

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

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

Lamb drops to the ground.

PONTIAC GTO

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

SPARTAN Lamb!

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

HUXLEY I empathize with your loss.

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

EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

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

SPARTAN Fuck it.

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

INT. STOLEN POLICE CAR - NIGHT

The bullet rips against Phoenix's neck.

PHOENIX Motherfucker!

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

EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

INT. STOLEN POLICE CAR - NIGHT

Phoenix struggles to control the car.

PHOENIX Auto-inflate!

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

INT. GTO - NIGHT

Spartan grunts in frustration.

SPARTAN Damn! Take over!

HUXLEY What?!

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

SPARTAN Drive!

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

EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

INT. STOLEN POLICE CAR - NIGHT

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

PHOENIX Computer: velocity control override!

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

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

The car SCREECHES its TIRES in acceleration.

INT. GTO - NIGHT

Spartan watches the car jet ahead at an amazing clip.

HUXLEY He's accessed velocity override!

SPARTAN Don't worry. Punch it.

EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

SPARTAN Whoa, whoa, slow down!

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

INT. STOLEN POLICE CAR - NIGHT

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

EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

INT. STOLEN POLICE CAR - NIGHT

Phoenix shouts at the car ---

PHOENIX Open doors! Emergency!

EXT. SOME OTHER SAN ANGELES STREET - NIGHT

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

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

PHOENIX Close doors.

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

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

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

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

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

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

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

PHOENIX Computer! Disengage Auxilliary Battery Pod now!

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

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

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

INT. LONG TUNNEL - NIGHT

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

SPARTAN Move over!

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

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

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

EXT. POLICE STATION - NIGHT

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

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

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

Half a beat.

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

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

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

The truck hits the curb, flips, collapses and plows into the police station.

INT. TRUCK CAB - NIGHT

BLOOOOOFFF. SecuroFoam EXPLODES from nozzles everywhere.

INT. POLICE STATION - NIGHT

What few cops there are flee in all directions... The truck followed by four trailers wipes out the station. Flames, ARCING POWER CABLES, EXPLOSIONS. Demolition.

EXT. POLICE STATION - AFTERMATH - NIGHT

Fire drones fight the blaze. The cab of the truck, a       door torn off, lies askew. It's entirely filled with dense, solid foam. Half a beat... It CRACKS open, Spartan appears tearing giant hunks of foam away. Eyes wild.

Earle stands, mouth agape, staring at the destruction. Spartan's reappearance doesn't make him feel any better.

EARLE You... You... Menace!

SPARTAN Yeah.

Huxley comes running up from the GTO.

HUXLEY John Spartan, I thought your life force had been prematurely terminated. Look at you, you're                 in shambles.

SPARTAN (still tearing off                         foam) Thought I was fucked this time too. (re: his torn uniform) Don't worry. I can fix this later. All I need's a needle and thread.

Spartan looks around, turns to Earle.

SPARTAN I need something, anything, a                 shotgun, a flare gun... (looks up) Holy shit...

Earle and Huxley follow his glance. Coming across the green, a horde of Scraps, armed to the teeth, carrying the dead cryocons on two litters, and emerging from their midst beside Payne, Alfredo Garcia.

EARLE (mustering command) Stun batons on!

Spartan gives him a look, are you out of your mind? Huxley ignores him completely as well. Moves to Garcia.

SPARTAN You get a bump on the noggin and you're Pancho Villa.

GARCIA Who?

SPARTAN Never mind. (to Payne) Loan me a gun. Loan me two guns.

Payne thinks about it for a half second. Hands his gun over, nods to someone else as well to follow suit. Spartan straps on two guns and a giant ammo belt.

SPARTAN What else you got?

The Scraps unearth half-a-dozen large explosive devices. Spartan loads them into the GTO. Earle is ready to cry when he sees all this. A catastrophe averted, but --

EARLE You would have used these weapons of mass destruction against the men and women who upheld the law?!

PAYNE We would have used these weapons to shop for groceries.

Half a beat. Earle gets it. There's kids in this crowd. And a lot of hungry people.

PAYNE Look, Chief, I've had it with being a criminal. I'm not a criminal. Think of me more as the head of the people's militia. We're gonna go                 dump the tea in the harbor, ya                  know?

EARLE That's good, cause tea contains caffeine.

Spartan looks at him.

SPARTAN You're joking again, right? (as Earle nods) Grin or something afterwards, people don't know.

Earle nods seriously. Spartan steps over to the dead guys on the litters, pulls back a sheet. He stares at       the first guy. Can't believe what he sees...

HUXLEY Who are these swarthy strangers?

SPARTAN (stunned; checks the                         second) I know these guys. I arrested them years ago... Albert Collins, 22 known murders. Beppo Zemoto, I                 don't even want to talk about what he did. And they're out. There were more too...

HUXLEY (proud of him) I once checked, prior to your arrest, 45 out of 200 members of                 the multilife sentence wing of                  the cryoprison were your arrests.

SPARTAN Right now, that's not a very reassuring statistic...

KATHERINE (O.S.) Hey. Dad.

Spartan turns, faces his daughter.

KATHERINE Here. You gave me this.

She holds out a tarnished barely recognizable gold LAPD shield on a chain. Drapes it over his neck. She hugs him.

KATHERINE Don't get killed. Maybe we'll                 get to know each other.

SPARTAN That'd be good.

KATHERINE I didn't tell you I loved you.

He smiles at her gently. Forty-two years of pain washing clean --

SPARTAN You don't have to.

It hits her hard. This is her dad. Spartan gets in the GTO. Huxley gets in beside him. Looks at her. Thinks about it. She'll do as a partner... FIRES the GTO UP. The thing's a bomb on wheels now.

HUXLEY Don't hit anything.

SPARTAN Whattya mean? I'm an excellent driver.

As he goes SQUEALING OUT, clipping and KNOCKING OVER the one remaining WALL of the police station --

INT. COCTEAU'S OFFICE - NIGHT

Cocteau, Bob, Simon and the remaining cryocons are there listening to Cocteau warble on --

COCTEAU I wasn't counting on this, but I                 must say you've worked out beautifully. People are terrified of you.

PHOENIX (don't flatter me) Ah, people have always been terrified of me.

Cocteau continues his eerie soliloquy, feeding Phoenix's       amusement. Phoenix walks behind him under this, takes out a knife and behind Raymond's back, tries desperately to       kill him. He can't.

COCTEAU But this time they're truly scared. Soon they'll want to take the next step -- security cameras in every room, stricter alarm systems against misbehavior, anonymous hotlines to                 their neighbor's infractions... (gloating) I'll have carte blanche now to                 create the perfect society. Everyone will want it. An enzyme injection for all citizens that will insure everyone has the same I.Q., the same weight, and the same desire to think only happy thoughts.

Phoenix is back where Cocteau can see him --

PHOENIX I'm pretty happy now. I think I'll                 pass on that shot.

Phoenix steps off to one side, pulls an old Airweight out of his belt. Aims it at Cocteau, tries, tries to pull the trigger. Isn't going to happen. He grunts in       frustration.

COCTEAU (lost in his                         own reverie) Other cities will follow. San Angeles will be a beacon of order with the purity of an ant colony and the beauty of a flawless pearl.

PHOENIX Nah. You can't take away people's                 right to be assholes. (then; it's been                         bothering him) That's it, that's who you remind me of -- an evil Mr. Rogers.

Cocteau smiles. Simon tosses the gun to Elvin.

PHOENIX You try to kill him. This is                 beginning to piss me off.

Elvin empties all six shots into Cocteau's very surprised face.

Associate Bob looks on from the corner. A little frightened, but not giving a shit about Cocteau.

PHOENIX So what shall I do with you, Bob?

ASSOCIATE BOB I am an excellent associate, sir. I could work for you. (off Phoenix's doubt                         of this) Dr. Cocteau actually had me                 endocrinecologically altered to                  never wish to be anything but an associate.

PHOENIX What??

ASSOCIATE BOB I believe the slang that would best express it across our chronological gap, sir, would be that he -- cut my balls off.

PHOENIX Literally?

Bob nods; Simon claps him on the shoulder.

PHOENIX Bob, it's a sign of weakness to cut the balls off the people who work for you. I'm gonna get you a new set.

ASSOCIATE BOB Why, thank you, sir.

PHOENIX Can we do that now?

Bob nods.

PHOENIX I'm gonna get a couple extra myself. Not that I need 'em. But just for spares...

ASSOCIATE BOB If I could interrupt...

Phoenix looks at him; this is not a good way to start...

ASSOCIATE BOB But the police are here.

OUT WINDOW

some ten stories down. Sure enough Spartan and Huxley are exiting the GTO.

BACK IN OFFICE

PHOENIX I'm gonna need to defrost more guys, Bob. Lots more guys. Can you do that?

ASSOCIATE BOB Indubitably. But the computer codes will have to emanate from this office. We will need a few moments here before fleeing. (sits at keyboard;                         types away madly) I might suggest that the, uh, large gentlemen might be                 considered, ah... (sotto) ...disposable. Especially with rather large supply forthcoming. Perhaps they could be sent to                 welcome Mr. Spartan. If they succeed, so much the better, if                 not, they will at least hinder his progress?

PHOENIX I like you, Bob. You have no                 heart. (then) Guys, John Spartan's on his way. Go downstairs. Kill him.

DANZIG Over and over and over...

They leave.

PHOENIX Now, really, violent evil multi- lifers. I want guys who understand that crimes come in                 bunches. Not just a sporadic bit of violence or law breaking here and there. I want guys who've                 been on killing sprees before. Men who've crossed state lines with impunity! Do you understand me, Bob?

ASSOCIATE BOB (still typing madly) Perfectly, sir.

PHOENIX I'm gonna like running this place.

INT. COCTEAU COMPLEX - COCTEAU LOBBY - NIGHT

The elevator slides open. Danzig, Elvin and Francis spray it with GUNFIRE. It's empty. Spartan and Huxley slip in through a side door around the corner.

SPARTAN Old trick.

HUXLEY Old criminals.

He looks at her. She's a little cocky. Spartan steps out into the hall. Sees a giant shadow.

SPARTAN Elvin!

Elvin steps out. Spartan SHOOTS him through the chest.

SPARTAN Thought it was you.

Danzig and Francis look a touch more concerned. They split up.

Spartan moves cautiously down the hall. Huxley a pace or       two behind. High above in an overly futuristic frieze looking much the modern gargoyle, is Danzig. Grins. Dives on Spartan.

Spartan is slammed to the ground. We can feel the breath knocked out of him. Tussles with Danzig as ---

Huxley pulls out her stun baton. Pokes at them, pulls back, pokes again -- unable with the twisting, turning struggling bodies to be sure she won't get Spartan.

And misses the fact that Francis is coming up from behind. He slaps the baton out of her hand. Grabs her around the neck, lifts her in the air. Begins to       strangle her to death. She kicks and claws at him without effect.

Spartan's still busy with Danzig. She starts to choke. Francis brings her closer to watch her die. A beat of       this, and Huxley reaches down and yanks the GUN out of        his belt and SHOOTS him repeatedly.

Half a beat later, Spartan finishes with Danzig. The CRRRUNNNCH of his BACK breaking.

Huxley's in a state of shock.

HUXLEY This man has died at my hands. I                 have taken all his future from him...

SPARTAN Him or you, Huxley.

HUXLEY (somewhat mollified) There is that.

INT. COCTEAU'S OFFICE - NIGHT

Spartan bursts in, gun drawn. No one's there. Spins, checks everywhere. Spots a very dead Raymond Cocteau. Huxley sees him a moment later.

HUXLEY Horrors. Oh horrors. Sic Transit Raymond Cocteau. Oh, John Spartan, civilization as we know it will come to an end.

SPARTAN It does that every once in a                 while.

The computer screen catches Spartan's eye.

SPARTAN What's this?

HUXLEY (checks it out) Ooh. This is bad. Very bad. (as Spartan looks                         over her shoulder) He's accessed the cryoprison. He's about to defrost the entire multilifer wing. (beat) Most of them don't like you.

SPARTAN Most of them didn't even like their mothers. These are bad people. (then) How many?

HUXLEY Eighty.

SPARTAN (beat; dry) We have to stop that.

INT. COCTEAU COMPLEX - COCTEAU LOBBY - NIGHT

On the run, stepping over dead cryocons. Huxley keys her BadgeRadio ---

HUXLEY All units, all units. ProtectServe Cryoprison. Simon Phoenix assumed to be en route. (lifts the send                         button) Should I announce the demise of                 Doctor Raymond Cocteau?

SPARTAN Nah. I think we're gonna cause enough panic on our own.

EXT. CRYO PRISON - NIGHT

Prison is ringed by a high circular fence. Giant stainless steel gates in front of the prison, a la the Federal Reserve, are shut tight. A dozen futuristic squad cars strobe the area in red and blue. The GTO RUMBLES up. Spartan gets out. Huxley follows suit.

GARCIA He's inside already. And it's                 completely sealed.

Spartan takes only the briefest reconnaissance look around. Shakes his head sadly ---

SPARTAN This is crime against nature...

Leans into the GTO. Pushes in the cigarette lighter. Puts it into neutral. Wedges the accelerator down. The GTO BELLOWS. The cigarette lighter pops out and Spartan uses it to light the fuses on the explosive devices. Drops the car into gear. Pulls his head out just in time as it ROARS off.

The GTO SMASHES into the front GATES. Wedges itself in       from the impact. Half a beat later, a long, low, THUNDEROUS EXPLOSION. Smoke everywhere. Smoke clears...

It ain't much, but a man can get through now. Spartan loads the spent cartridges in the guns from his ammo belt. Huxley double-checks her stun baton.

HUXLEY (nervous as hell) Okay, look, I wasn't at all pleased to cause the fatality of that deranged cryocon, but I understand now that sometimes under particular circumstances that violence is necessary...

SPARTAN Good.

Takes the stun baton from her and nails her with it mid- sternum.

SPARTAN Then you'll understand this.

She falls into Garcia's arms.

SPARTAN Hang on to her. See she doesn't                 get herself into trouble.

GARCIA You too.

SPARTAN Yeah.

Spartan turns, starts towards the Cryo prison. As he       walks --- Takes a deep breath. Loosens up his right shoulder. Loosens up his left. Checks the gun on his right hip. Checks the gun on his left. They're both set to cross draw. Steps through the breach.

INT. CRYO PRISON - OUTER THAWING ROOM - NIGHT

A frenzy of activity. Simon, Associate Bob, Techs everywhere...

ASSOCIATE BOB Doctor Cocteau would want every bit of haste from you! (sotto to Simon) If he was still extant that is.

Seventy pucks are stacked and loaded to be defrosted. Med Techs scramble furiously.

INT. CRYO PRISON - INNER THAWING ROOM - NIGHT

Four pucks are being rapidly removed from around the cryocons inside by the cutting lasers. They go blue.

INT. CRYO PRISON - OUTER THAWING ROOM - NIGHT

The inner room splits open and the Med Techs rush in to       the four thawed cryocons as Associate Bob steps away from a VidScreen with some concern ---

ASSOCIATE BOB There's been a breach in the outer gate. An intruder has entered the CryoFacility and I feel it's safe to assume it's John Spartan.

Phoenix is momentarily taken aback by Spartan's relent- lessness. Then he looks at his four new recruits. They're still kinda dopey. Turns to a Med Tech ---

PHOENIX Got some really wild uppers? Speed, crank, amphetamines? Anything?

MED TECH (a little confused,                         but...) We have pure megadrenalin, sir.

PHOENIX Good. Whack these guys with it. A bunch.

He does. They come wildly awake, GUNTHER, HOWIE, IGNATIOUS, and JED. Eyes wide, jittery, completely cranked. Phoenix keeps it simple ---

PHOENIX Hey wake up. Good. Listen to                 me. You've just been defrosted. It's the future. John Spartan is                 out those doors. (a beat; he smokes;                         this should be fun) Go kill him.

Gunther lets out the kind of scream the NFL would be       proud of. Charges out the door, others behind him.

INT. CRYO PRISON - LOBBY - NIGHT

A reception desk. A Chaplain's office. A BE Well bas relief. Very quiet, very still.

Spartan moves cautiously through. A tiny rotating sensor picks up his presence. Locks on. As Spartan is looking the other way. Dr. Raymond Cocteau, in holo, suddenly appears in front of the display.

COCTEAU (IMAGE) Greetings, and BE well.

He never gets to say another word. Spartan spins and ventilates the device with 40 mm slugs.

Half a beat. Realizes what he's done. In the next moment, four insane megadrenalized cryocons come screaming through the door. Barehanded, barefooted. Spartan SHOOTS the first two out of hand, without a       thought. But before he can fire again, the second two are on him.

One gun goes flying. Spartan beats on Howie with his free hand. Ignacious fights for control of his gun hand.

Spartan bashes Howie back for a moment, continues to       tussle with Ignacious. Finally, he's had enough --

SPARTAN Fine. Take it.

He lets go of the gun. Ignacious grabs it and, still in       shock over this turn of events, begins to fumble with it. Spartan reaches up with both hands and breaks his neck.

Howie leaps on him from behind, trying to do the same to Spartan. Spartan squat presses down with this three hundred pound behemoth wrapped around his neck, retrieves the GUN out of Ignacious's stiffening fingers. Turns the barrel around towards himself. Howie reaches desperately, but it's just out of reach. Spartan FIRES over his shoulder. Howie, or what's left of him, slides away...

INT. CRYO PRISON - OUTER THAWING ROOM - NIGHT

Med Techs scramble furiously. Phoenix grabs the glowing CompuClipboard from Bob.

PHOENIX So, who's left that's good? Ooooh, Ramon Gutieriz? We                 gotta get him.

He's like a kid at FAO Schwartz.

PHOENIX Come on...

Simon jumps onto one of the cranes with a six clawed arm. Stands at the controls.

PHOENIX Go...

It does. Moves too. Bob has to trot to keep up.

INT. CRYO PRISON - STARK WHITE CORRIDOR - NIGHT

A pair of double doors slip silently open. Spartan, a       gun in each hand, slides in. He is back in the stark white corridor where he once said good-bye to his wife and daughter. Looks at the empty alcove. It gives him the creeps. He makes his way to the door at the far end, and steps in --

INT. CRYO PRISON - MAIN ROOM - NIGHT

Spartan prowls through the now depleted multilifer wing. Empty pods everywhere.

The displays all read: CRYO PRISONER EXITED. Yeeesh. There's a lot of them that way. A WHIR, followed by       TROTTING FOOTSTEPS.

Spartan whirls. A crane WHIRRING by and Associate Bob trotting behind. Spartan follows. Creeps slowly around the corner. GUNS up... Comes around a turn to       spot Phoenix locking the arm into a puck. Takes aim. Phoenix sees him at the same time. Yanks a control on       the crane. The puck pivots up as Spartan FIRES.

The 40mm bullet lodges half in, half out of the puck in       front of Phoenix's grinning face.

PHOENIX Don't you understand the meaning of give up? You're too late, John. I've got three more batches in the oven.

Spartan FIRES again. The puck barely vibrates. Absorbs another round beside the unharmed cryocon.

Phoenix unleashes an entire magazine from an HK91 slung over his back. Spartan FIRES once, dives for cover. Although unhit, he gets seriously frosted from a pipe blow open next to him. Forced to roll through the line of fire to avoid permanent freezer burn. There are pipes burst everywhere.

Phoenix turns to find Bob slinking away.

PHOENIX Where the fuck you going?

ASSOCIATE BOB I wish you good luck, sir. This is an activity that requires testicles.

PHOENIX (considers) True 'nuf.

Ice is beginning to form on the surface of everything nearby.

PHOENIX Take those stairs, I'll cover you.

Bob nods gratefully. Does. Phoenix shakes his head at       Bob's gullibility.

PHOENIX (sotto; to himself) No brains either.

Spartan hears FOOTSTEPS coming. Whirls. FIRES. Blows Bob away. A momentary distraction, but it's enough. Phoenix is gone.

Spartan turns slowly. Guns out in each direction. Searching. A sound. FIRES. No Simon. More PIPES BURST. It's ten or twenty degrees below zero in there already. Everything is coated with supercooled ice. Footing becomes treacherous.

Phoenix crawls through a jungle of pipe. Gets a bead on       Spartan's lower body. Starts to strafe the area. Dh uh. Everything has become so slick, the recoil drives him back across the ice into the open. Spartan sees him, FIRES. The recoil slams him back against a wall. He FIRES again with something firm to lean on, but the recoil from Phoenix's sputtering weapon drives him right over the edge. He drops off into the center out of Spartan's       sight. Slipping and sliding, Spartan slithers down the stairs to --

MAIN LEVEL

A familiar WHIRRING. Turns. Half a beat later he is       bodyslammed and smashed and grabbed by a six-armed crane. His guns go flying, off into God knows where...

Spartan is hoisted high in air, smashed again and again against a pillar. Phoenix slams him through a web of       pipes. Holds him in the freezing blast. Ice forms all over Spartan. He struggles. It cracks off, reforms. Struggles again. It cracks off. Reforms. Struggles again. He's weakening.

Reaches up. Grabs the pipe, wrests it over, directs the blast at Phoenix. Holds it steady. Phoenix is       frozen in place. Coats in ice. We can see the madness in his eyes. Everything else is still. He roars, breaks free. Retreats from the blast. Disappears as --

Spartan wrenches the pipe over to the claw arm. Holds it directly over one joint. Then clobbers it with the pipe. It SHATTERS. He drops.

LIGHTS are beginning to EXPLODE from the cold. It's       dropped 30 degrees below zero in there by now. Spartan spots Phoenix on the far side of the room. Hundred feet away.

Half a moment to catch his breath in the freezing cold, leans on exposed cryopuck. It slides effortlessly. Spartan hurls it across the floor at Phoenix. A five hundred pound hockey puck. Phoenix barely avoids the crushing blow. It rebounds back off the steel...

No point fighting the elements. Spartan hurls himself across the floor. Spins slowly twice along the way. It's like zero grav in two dimensions. No friction coefficient at all.

Three quarters of a second across the floor. Right hook into Phoenix's surprised face.

Phoenix goes flying a hundred feet back into the far side. Crashes and falls.

The CRYO PRISON CREAKS and SCREAMS in protest from the cold. LIGHTING, grids, struts SHATTER, fall about them. They hurl themselves together again. Spartan lands a       horrific blow. All but drives Phoenix's nose and eye sockets through the back of his head. Spartan's       forearm is terribly cut.

The blood freezes solid as it sprays, sealing the wound, and leaving a giant six foot red feather spray. Spartan brushes it away, breaks off, bleeds, freezes again instantly.

They fly apart again. Spartan comes to a stop near a       tool cart. Pokes at the tools. One is an MTL cutting laser. He has no idea what it is. Nothing there he       recognizes. Picks up a four foot wrench. That, he       recognizes. He looks like a caveman. A very angry caveman.

The building complains loudly. Falling apart around them. More and more PIPES EXPLODE, BURST, it gets colder and colder. 50 degrees below by now.

Phoenix, on the far side, also scrambles for a weapon. He sees an MTL as well, but he knows what it is.

FIRES it up. Focused three inch cutting beam comes out. Rips off the top cover, pulls out five optical elements, pulls out the choke tube, rips the whole front off the MTL. Doesn't look very sleek now.

FIRES it.

A thirty foot long spray of white white magnesium- thermite flame comes flying out.

One swipe, he clears the ice from a path he can walk towards Spartan on.

Metal bars melt away as the thermite flare crosses through them.

On the top level of the cryo prison, the first batch of raving psychopath defrosted cryocons wanders in       to watch John Spartan die.

This is the most depraved, frightening-looking group of       individuals you've ever seen in your life.

ANGRY CRYOCON Spartan!!!

MANY ANGRY CRYOCONS Kill him!! Kill him!!!!!

Spartan looks up at them. Like he needs this shit...

Simon continues to melt himself a path across the floor towards Spartan.

The heat from the MTL is furious. The difference between the 2000 degrees plus and 80 degrees below is more than any metal can handle. Fissures appear in giant lightning strike cracks in all directions where the MTL hits.

Every bit of ice in the building melts. Water boiling away instantaneously in the path of the MTL. Spartan has nowhere to run. And nothing but a big fucking club. To his left he suddenly sees an empty chamber. Except this one was never filled. The display reads: READY FOR CRYO.

There's a tiny white chip in the vial inside the vacuum bell. Spartan looks at it. It's like a very bad memory coming back. But he knows what it is and knows what it       does. Smashes the vacuum bell with the wrench.

Simon grows closer.

Spartan bashes the robot arm out of the way. Picks up the vial. Looks around desperately. No point using it if it's going to kill him too. Grabs the grid of       the floor above him. Heaves himself up.

Simon lifts the MTL towards him. It almost reaches up to the landing above. Spartan hurls the VIAL at       Simon's feet.

It SHATTERS. Nothing happens. The heat from the MTL has boiled off all the water in a ten foot circle nearby.

The MTL flame comes closer. In a moment Spartan will get cooked. Instead of running away, he moves closer. Stands up on the railing of the second landing. And just as his clothes begin to catch fire from the heat, leaps --

Over the oncoming thermal flame as it arcs up towards him. And over and past Phoenix.

Spartan lands behind him, coming around with an elbow into Phoenix's kidney, causing Phoenix to drop the MTL.

Outside their circle of heat, the tiny chip hits the water. Melts. And again, like the opposite of watching ice shatter, the water everywhere goes steel solid, stuttering out in all directions.

Phoenix still has a free hand. Smashes a nerve center on the side of Spartan's neck. Spartan twitches visibly from it. Grunts.

Spartan punches him right, left, right in the sternum. Phoenix coughs blood, spits it away.

Steps back to launch a mighty blow at Spartan and --

His heel just steps into a puddle of water. The tiniest rivulet drifts over, connects it to the main ice solid locked water.

Simon feels his foot stuck. And as he looks down in       consternation, realizes in shock what's happened and then looks up, Spartan hits him straight from the shoulder with everything he has left, dead in the face, as Phoenix solidifies.

Phoenix's head snaps clean off.

Hits, like a ball bearing on polished steel. Bounces with a CLANG. Rolls off. CLANG, CLANG, CLANG, CLANG, CLANG.

Spartan reaches desperately for the still spewing MTL as the rivulets close in towards him.

Grabs onto it just in time. Spins, melts off a       protective circle around him. Looks up at the peanut gallery of cryocons.

SPARTAN All right, who's next???

Nobody moves. Nobody can move. Every last one is       dead. Frozen in place.

The building continues to collapse around Spartan. More LIGHTS BLOW OUT. A giant beam comes crashing down.

SPARTAN (a massive                         understatement) I think it's time to go.

Carefully melting a path to the door, Spartan comes through --

INT. CRYO PRISON - STARK WHITE CORRIDOR - NIGHT

MTL still blazing, the hall bursts into flame around him as he leaves. He takes no chances. Continues to melt and burn his way out.

EXT. CRYO PRISON - NIGHT

Outside the building, but still inside the gate. Spartan pauses, still holding the flaming MTL, thinks about it a       sec, torches the rest of the whole evil fucking place.

GATE

As Spartan steps through, the MTL sputters to a halt. He tosses it aside. The cryo prison burns, explodes, freezes, contracts, expands behind him.

A far greater crowd has gathered. Police, citizens, Scraps. They watch in silent awe and shock as Spartan re-emerges. Katherine walks up. Deadpan as her father --

KATHERINE Good to see you again, Dad. (kisses him on                         the cheek) Come by sometime for dinner. (re: the                          destruction) I'll cook.

He kisses her back on the cheek. She smiles, they hug. Lenina watches from nearby.

HUXLEY That was it? That's the whole kissing thing? What was Cocteau so worried about?

Spartan grabs her. Lays a real kiss on her. Long and hard. She comes up for air, gasping, eyes shiny.

HUXLEY Oh. My. (then) Is the rest of fluid transfer activities like this?

SPARTAN (beat; dry) Better.

HUXLEY (beat) Better??! Oh. My.

She kisses him. Long and hard. Breaks.

HUXLEY Welcome to the future, John Spartan. Now that you've                 destroyed everything.

He throws an arm over her shoulder. They turn and walk away. They head off into the sunrise...

SPARTAN Yeah, I think I'm gonna like it                 here. (a beat; then) There's one thing I want to                 know though. How does that damn three seashells thing work?

And as the MUSIC COMES UP and obscures her explanation we --

FADE OUT.

THE END