X-MEN ORIGINS: X-23 Written by CHRISTIAN CHRISTOV

Based on the comic book "Innocence Lost" by Craig Kyle

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INT. LAB Right away, we hear some fast-paced music as we see DALE RICE, a blond scientist in his late 30s, packing some things inside a suitcase - documentation, USB drives, as well as a vial of liquid branded X that he is particularly careful with. The camera zooms in to reveal his nameplate, as well as a pair of dog-tags where the words Weapon X are prominent. DALE Oh, God... Oh God, oh, God, oh, God, oh, God...

INT. HALLWAY 1 We cut to three long, metal claws as they begin to literally tear the sealed metal door apart. Two soldiers ready their assault rifles and point them directly at the door, but its obvious theyre absolutely terrified - their muzzles are shaking and theres sweat dripping down their foreheads. Once the metal door has been destroyed, we see a bare, male foot step inside the room. SOLDIER Open fire!!! The two immediately start shooting at the intruder, emptying their magazines in just a few short seconds. The camera focuses behind them to expose a naked, muscular man, apparently in his 30s, whose entire body is covered in bullet holes. Gradually, the bullets begin popping right out of his skin as the wounds close themselves. In just a moment, he has healed completely, and we can see exactly who he is WOLVERINE. The man is certainly not happy that he was being shot at - he growls at the soldiers like a feral animal and quickly lunges at them, then swings his claws straight at his victims.

INT. HALLWAY 2 Dale is running for his life through one of the metal hallways of the facility. Hes holding the briefcase close to his chest as hes desperately looking for the exit. DALE Oh, please, God... Dont let me die... I dont want to die... Suddenly, Wolverines blood-covered claws pop out from the wall right in front of him. Dale shrieks and steps back, then watches in horror as the claws retract.

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The scientist doesnt miss the opportunity and keeps running as the camera follows him from the front. Behind him, the wall that was previously ripped apart by Wolverines claws gets fully destroyed as the naked man bursts through it and chases right after the scientist. DALE (CONTD) Oh, dear lord!!! Dale clutches the briefcase even more tightly to his chest and starts running as fast as he possibly can, but hes no match for the animal thats chasing him. Quickly, Wolverine is catching up from behind and swings his claws, injuring Dales shoulder. The scientist screams and keels over, but keeps on running towards the exit. Hes almost made it to the doors at the end of the hallway, where two more soldiers have already taken position. SOLDIER There it is! Shoot it!!! The two open fire at Wolverine, but Dale couldnt care less about any of that. Instead, he simply runs right past them and out of the facility, leaving behind the soldiers horrified screams as theyre being violently slaughtered. 4 EXT. SNOWY FIELD The snowstorm is making it almost impossible to see anything thats more than a few feet away. Regardless, Dale keeps running, fully aware that stopping would be equal to suicide DALE Oh, please, God... Dont let-Suddenly, we hear the sound of loud metal screeching, and Dale stops dead in his tracks. His hands start trembling as the scientist finally gathers the courage to look down at the source of the sound. Three sharp, metal claws are sticking right out of the briefcase, with their tips pointed straight out. The camera pans out to reveal the truth - Wolverine has impaled Dale from behind. The naked man pulls his claws out, which causes the scientist to stumble down on his knees before falling face-first into the snow below. Without even giving him another look, Wolverine walks away into the distance. Slowly, the snowstorm subsides. The snow has mostly covered Dales body, indicating that some time has passed after his death. Four men approach from behind - three soldiers led by a tall, bald gentleman wearing a black coat - MARTIN SUTTER. Carefully, Martin approaches the mans body and crouches down next to him.

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MARTIN I am so sorry, Dale... He reaches down and pulls out the briefcase from underneath the body. After a brief moment of hesitation, he also takes away his dog-tags, one of which has been chipped by the claw which had pierced it. MARTIN (CONTD) You kept your promise. Now Ill keep mine. Martin puts the dog tags in his pocket discreetly and rises up, then looks towards his men. MARTIN (CONTD) Establish a perimeter! Weapon X must not be allowed to escape! SOLDIER Yes, sir! The soldiers scatter as Martin remains by himself, looking over at the sunset. 5 EXT. DALES HOME We see Dales home - an average house in the suburbs. The sun is shining brightly, the grass is green, the birds are singing - its the opposite of the cold, dead place we have just left. Outside the house, a little blond-haired boy is playing with a rugby ball, throwing it and catching it over and over. A black car parks right next to him. The boy stops playing and turns his attention towards it, his mouth gaping a little - he knows who this car belongs to, and that persons presence cant possibly mean anything good. The door opens to reveal Martin, who steps out and turns his eyes towards the boy. Theres no need for words - they both know whats going on, yet neither of them are strong enough to speak out the words. The boy drops his ball down. Martin walks up to him and crouches down, then reaches inside his pocket and hands him the broken dog-tags. The little child holds them in his hands as tears start rolling down his cheeks. A second later, Martin gives him a fatherly hug. The camera pans out, and the only thing we can hear as the scene fades away is the childs crying. 6 INT. OPERATION ROOM Suddenly, the mood changes from calm and quiet to loud and intense as we are witnessing a heated surgery.

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We hear the surgeons talking amongst each other nervously, as well as the typical sound of a heart monitor flatlining. A young man, in his early to mid-20s, with blond hair partially obstructed by the hat of his scrubs, is carefully heating up two shock paddles. On his chest are Dales dog-tags, as well as an ID badge with his name - ZANDER RICE. ZANDER Clear! The other doctors in the room stand clear of the patient - an unusually large man in his late 30s, with his abdomen surgically cut open. Zander presses the paddles against his chest and releases the shock, causing the man to jump up on the table, yet the flatlining sound remains unchanged. ZANDER (CONTD) Not good! Increase the voltage, lets try again! SURGEON Dr. Rice, hes been down for almost forty minutes! Even if we resuciate him now, the brain damage... Zander thinks about what he should do, with the paddles still in his hands. No matter how he looks at it, the patient is lost. In a fit of rage, he throws the paddles aside with a yell, then tears off the surgical mask from his face and heads towards the door. ZANDER Call it. 7 INT. MARTINS OFFICE Suddenly, the doors burst open, revealing Zander, still wearing his blood-covered scrubs. ZANDER Martin, I need more specimen! Ones that can actually survive the bonding pro-The camera immediately shifts back towards Martin, now looking at least 15 years older, sitting behind his desk and staring straight at the blond surgeon. The office around him is quite fancy - obviously well-suited for a man with a very high social status. MARTIN Ah, Zander! Theres someone Id like you to meet.

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Zander finally calms down a bit as he looks forward. Right in front of Martin is sitting SARAH KINNEY - a young woman in her mid-20s, with black hair tied in a bun and stunningly beautiful deep-green eyes. Shes extremely good-looking, yet doesnt look like the type of person whod care much about her appearance, if at all. MARTIN (CONTD) Dr. Kinney, this is Dr. Zander Rice, our head of operations. Zander, meet Dr. Sarah Kinney. Shes the leading authority on mutant genetics. Sarah nods and gives Zander a polite smile. MARTIN (CONTD) Her work in mapping the mutant genome may have great bearing on our project. Martin looks down at his desk, on which several magazines such as Time and Discover are laid out, all of them featuring Sarah on the cover. Zander stares in disbelief, not knowing what to make of this. ZANDER Im not sure I follow... MARTIN Zander, Ive decided to take the project in a new direction. And Ive asked Dr. Kinney to lead the charge. Zander sighs. He doesnt like this new development one bit, and doesnt try to hide this fact. ZANDER Martin, perhaps we should discuss this privately... MARTIN There is nothing to discuss. Dr. Kinney will simply provide you with a new specimen. Actually, she believes she can give you the original. ZANDER How?

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SARAH Cloning, Dr. Rice. Im going to build you a viable clone embryo using the genetic sample retrieved from Weapon X. MARTIN I want Dr. Kinney brought up to speed immediately. Youll help her with everything she needs - budget, personnel, anything. Zander squints his eyes and crosses his arms defensively. MARTIN (CONTD) The things shes done... They really are miraculous, Zander. Were lucky to have her. Martin looks at his protege and smiles reassuringly, in an attempt to get him to lower his defenses. Thankfully, it works at least somewhat, as Zander gives Dr. Kinney his hand. ZANDER Well, then... Welcome aboard. Sarah smiles politely once again and shakes Zanders hand without saying a word. 8 INT. RESEARCH FACILITY We see Martin and Sarah walking through the large chambers inside the research facility. Dozens, if not hundreds of scientists are busily working on their own projects all around them, like bees in a beehive. Sarah is looking around while walking by Martins side, obviously impressed by what shes seeing. MARTIN Unlimited resources and no political or legal restraints on your work. Thats what we have to offer, Dr. Kinney... SARAH No government interference. Remind me to never ask how you manage that. MARTIN ...However, there are sacrifices involved. Weve all made them. (MORE)

7. MARTIN (CONT'D) Physically, youd be completely cut off from the outside world. Although you can still receive mail and phone calls through our routing system. I also need to know if you can live with the... moral implications of what were doing here.

SARAH Moral implications? And here I thought we were talking about science. Martin looks at her, unamused. SARAH (CONTD) Dr. Sutter, I appreciate your concern, but Id worry more about your man Rice, considering his warm reception at the office. MARTIN Sharing control wont be easy for him. Hell need time to adjust. You have to understand... The project wouldnt exist without Zanders father. He retrieved the sample youll be working with. At the cost of his life. Martin and Sarah stop for a moment to allow two people in yellow Hazmat suits to pass through in front of them. Theyre pulling a stretcher with a sealed bodybag on it. SARAH We all make sacrifices. The men in yellow pass, yet Martin and Sarah are not moving from their spot. MARTIN His father was a dear friend, and Ive raised Zander since Dales death-SARAH Look, Im not interested in joining the cast of a soap opera. Im here for work. Nothing more.

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MARTIN Right, then. The bottom line is, can you work with him? Because if you cant, Im afraid that-SARAH Oh, I can handle Rice... 9 INT. SARAHS HOME We suddenly cut to Sarah, old home, more particularly - her room. Everythings dark, and theres a gray filter distorting the image. A little girl dressed in just her underwear Sarah as a child - is cowering inside the blankets of her own bed, sobbing quietly. SARAH (V.O.) Ive handled much worse. The camera shifts to show us a middle-aged man dressed in torn-up jeans and a T-shirt. The man is visibly pulling his pants up, then starts walking out of the room while adjusting his belt. 10 INT. LAB Sarah, now wearing glasses, is standing beside a team of scientists inside a fancy laboratory as they observe a large hologram of a DNA sequence. The sequence has been almost completely ruined, with over 60% of it flickering out, like theres a glitch in the screen. The young woman is stroking her chin, deep in thought. SCIENTIST 1 The non-recombinant section of the Y chromosome has suffered total decomposition, as well as autosome sequences 13, 14, 15 and 21. SCIENTIST 2 Is that even possible? Is it part of the mutation? SCIENTIST 1 The Y chromosome alone is 23 million bases long! There are 78 genes in the-SARAH I know how many genes there are, doctor. No one said this was going to be easy. (MORE)

9. SARAH (CONT'D) In ten years, mainstream science is still going to be working the kinks out of cloning cats.

She looks around the room. SARAH (CONTD) Gentlemen, welcome to godhood. A montage starts showing Sarahs numerous attempts at cloning the specimen. We see her holding conferences, looking through microscopes, working with lab equipment... But every time it appears that shes getting somewhere, her reactions show us she has failed. Months pass, indicated by her change of clothing and hairstyles, yet success still eludes her. 11 INT. SARAHS BEDROOM We see Sarah walking inside her room, holding a phone next to her ear. SARAH The proteome is dynamic, are you sure-She takes off her labcoat and hangs it up on the hanger, then kneels down and takes off her heels. SARAH (CONTD) No, were not going to re-sequence. Youre talking years. There must be another solution... Ill call you back. Sarah closes the phone and throws it on the bed, then walks up to her desk and sits down. She opens the lid of her laptop and looks through the DNA sequence on the screen. As the viewer is already aware, the part containing the Y chromosome is completely destroyed and unusable. Sarah starts typing on the keyboard, replacing a small part of the code with her own sequence and pressing Enter. A progress bar appears on the screen, which loads up to 100% before displaying a Sequence Error message. Sarah sighs and begins typing once again before pressing Enter, yet the results are the same. She stares at the code intensely, the screen reflecting on her glasses. Finally, her gaze focuses on the part of the code containing the X chromosome, which is completely intact. Sarah strokes her chin as an idea creeps into her mind. She takes a hold of her mouse and carefully replaces the Y chromosome sequence with the X one, then presses Enter and leans back. The progress bar shows up once again, but this time, upon its completion, we see a Sequence Completed message on the screen. Sarah smiles to herself in content.

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INT. MARTINS OFFICE Martin is looking straight ahead, not appearing one bit amused by what he was just told. MARTIN You want to what? The camera shifts to reveal Sarah and Zander sitting in front of him. SARAH The damage is too extensive. The most effective way to complete the sequence is to lose the damaged Y chromosome and duplicate the intact X. MARTIN You want to make the specimen... A female? SARAH That would be a side effect, yes. While technically it would not be a clone at that point, it would be, for all intents and purposes, a genetic twin. The mutant DNA would still be active, and the abilities youre looking for would still manifest, just like in the original. ZANDER Are you serious? Youre supposed to be creating a weapon, not a damn Barbie doll! Martin sighs and turns around to face the window behind him, deep in thought. He finds himself forced to make a difficult choice, and it takes him a few seconds to think it through. MARTIN Dr. Kinney, Im afraid I have to agree with Zander. You knew what you had to work with going in. Sarah shakes her head, a little insulted. SARAH Yes, and I came up with a solution! ZANDER A deviation!

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MARTIN Zander! Zander leans back in his chair and crosses his arms, then turns his head aside. MARTIN (CONTD) Dr. Kinney, there will be no deviation from the original specimen. You were brought in to work a miracle. I expect you to honor your commitment. 13 INT. LAB Sarah is shown to be once again working alongside the other scientists in the lab. They keep trying to successfully produce a viable clone, but their attempts all fail. We see numbers on the computer screen which indicate the number of failures - 18, 19, 20, 21, 22. SCIENTIST 1 Dr. Kinney, were about to start working on subject 23. What should we do? Sarah starts thinking about what to respond with. She knows that all attempts to repair the Y chromosome are doomed to failure. SARAH Duplicate the X chromosome and use it to repair the damage. SCIENTIST 1 Right away. The scientist turns his back on her and begins typing something on a computer. Sarah isnt too sure about disobeying her boss, but knows that its the only way. SARAH Screw them. Another montage shows the development of subject No. 23. The scientists are optimistic and enthusiastic - they exchange barely audible chatter between themselves. SCIENTIST 1 Thats amazing! Its the most stable specimen thus far!

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SCIENTIST 2 I cant believe-- Look at that! SCIENTIST 1 We did it! We did it! 14 INT. MARTINS OFFICE We immediately cut to Martins office. The bald man is obviously just barely containing his anger. Zander is standing by his side, leaning against the desk, and Sarah is sitting across from him. It almost looks like an interrogation. MARTIN Am I hearing you right? Even after I gave you explicit orders not to pursue a female clone? SARAH The DNA is fully reconstructed. The fertilized egg is perfect. The embryo will be viable and X-gene positive. Martin sighs and rubs his forehead, deep in thought. MARTIN Youve put me in a very awkward position, Sarah. SARAH Ive done my job. If I continue to pursue a male clone, youll have a working, reconstructed specimen in, oh, six to ten years. You have a viable female specimen now. Your call. Martin reconsiders his options for a few seconds. MARTIN Proceed. ZANDER What?!? MARTIN Zander, continue with finding a surrogate mother. Dr. Kinneys specimen will be taken to term.

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ZANDER But, Martin-MARTIN This is not up for discussion. Zander crosses his arms. ZANDER Alright. Ill take care of it. 15 INT. SARAHS BEDROOM Sarah is sleeping inside her dark room. Suddenly, the door opens, revealing Zanders shadow. Sarah squints her eyes as she slowly wakes up. SARAH Wha... What are you doing here? ZANDER Your unsanctioned and unexpected breakthrough has put us both in a bit of a bind, Sarah. She stands up, half-asleep. SARAH Hm... Both? ZANDER I mean, where am I supposed to find a female candidate with the necessary physiology to carry the clone? SARAH What are you talking about? Zander doesnt respond. Instead, he only smirks. Sarah immediately understands whats going on despite her sleepiness. SARAH (CONTD) You cant be serious! ZANDER So, whats it gonna be, Doctor? You either play mommy, or your little pet project doesnt survive the night.

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Zander turns around, but before he leaves the room, he glances back at Sarah and smirks once more. ZANDER (CONTD) Your call. Sarah looks down and rubs her forehead, fully realizing that she has little choice in this. 16 INT. EXAMINATION ROOM We see Sarah, dressed only in her underwear and a hospital gown lifted up to her chest, lying down on an examination table as a doctor is examining her belly using an ultrasound. She turns her head towards the black and white screen and looks at the images. DOCTOR Development seems normal for a three month old fetus. Id say everythings going just fine. Well go ahead and do a few more procedures later today, just to be safe. 17 INT. HOSPITAL ROOM We get a shot of Martin and Zander looking at Sarah through a window. Her belly is now visibly round, and shes lying on her side on a hospital bed reading a book - The Art of War. Another camera angle reveals that the window is actually a one-way mirror. However, it also shows that there is another, smaller book tucked inside of The Art of War - one that has a drawn picture of a small, wooden puppet. SARAH Oh, Im tired of always being a marionette! cried Pinocchio disgusted. Its about time for me to grow as everyone else does. I want to be a real person rather than a wooden boy. Sarah glances up at the mirror briefly, then turns her eyes back to the book. SARAH (CONTD) And you will, if you deserve it. Really? Pinocchio exclaimed. Tell me, what can I do to deserve it?

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INT. DELIVERY ROOM We next cut to the sound of Sarahs screaming. The young woman is strapped onto a delivery bed as a team of doctors are assisting with the birth. She moves her head from side to side, obviously in pain. We see that Zander is sitting down in between her legs. His hands are covered in blood. ZANDER Forceps. Sarah screams once again, squeezing tightly the edge of the sheet covering her. A few seconds later, we hear the cries of a baby. ZANDER (CONTD) Scissors. After cutting the umbilical cord, Zander takes the bloodied baby in his arms and begins carrying it away. Sarah, catching her breath, is looking at Zander taking away her child, with sorrow in her eyes. Regardless, she doesnt say anything. The blond scientist takes the blood-covered baby away to be bathed before suddenly stopping dead in his tracks. The camera pans down, giving us a close-up of the babys hand. We clearly see two tiny claw-like bones poking out of her skin, in between her knuckles. Satisfied, Zander smirks as the screen cuts to black. Title.

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INT. DOJO A subtitle helpfully informs us that seven years have passed since the birth. We see a little girl who has assumed a martial arts stance. She has the same black hair and green eyes as Sarah does, and is dressed in a gi. That little girl is X-23. She screams out loud and attacks her sensei TANAKA an old, bald Japanese man, with a leap kick. Without a lot of effort, Tanaka grabs a hold of X-23s leg and throws the girl right at a wall. She hits her back and head and falls down on the ground. After sitting up, the girl rubs her head as Tanaka approaches her. TANAKA Watashi wa sensei desu. Anata wa gakusei desu. Wakarimasu-ka? <I am the teacher. You are the student. Do you understand?> X-23 Hai. <Yes.>

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TANAKA Yoroshii. Saa, mouichido yatte goran. <Good. Now, try again.> X-23 skillfully jumps up on her feet and re-assumes her stance. Tanaka does the same. With a battlecry, the little girl leap-kicks her sensei once again, but the result is the same. TANAKA (CONTD) Mata. <Again.> Without waiting for another order, X-23 jumps right back up and repeats the kick, but is once again thrown aside easily. TANAKA (CONTD) Mata! <Again!> X-23 is getting angry and impatient. She re-assumes her stance, then begins to slowly walk to the side. Tanaka follows, walking in the opposite direction so that he keeps facing her. Once she has placed her sensei against the wall, X-23 leap-kicks and finally lands a successful strike, sending Tanaka on the floor. The little girl starts breathing heavily, finally getting a chance to catch her breath. The old man stands up and walks up to her, then smiles proudly and places his hand on her shoulder. TANAKA (CONTD) Anata wa joutatsu ga hayai wa kou desu. Ii desu. Totemo ii desu. <You learn quickly, child. That is good. Very good.> 20 INT. OBSERVATION ROOM We see Martin, Sarah and Zander observing X-23s training through a one-way mirror. All of them have visibly matured and grown older over the last seven years. SARAH Intelligence and comprehension tests show her to be off the charts. MARTIN And physically? SARAH Given her age, shes testing at peak human condition.

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MARTIN Human condition? SARAH Mutation generally occurs at puberty. Were attempting to accelerate the process by controlling environmental variables. Her quarters are being kept at a higher temperature to stimulate development-ZANDER We may not be able to lace her bones now, but her claws are another matter entirely. Their growth can be retarded and still be effective. SARAH Theres no reason to subject her to the bonding process until shes XGene active and fully matured! Especially given the fact that her claws will mature faster than the rest of her skeleton. ZANDER No reason? Are you sure you just dont want to see your little pet go under the knife? SARAH Dont be stupid. ZANDER Well, youve certainly spent a lot of time in her cell lately. SARAH The limited time Im given with X23 is necessary for development. Your own psychologists told you that! ZANDER Aw, an overprotective mother! How cute! MARTIN Zander, thats enough. Sarah, youve made your case. Now please, give me some time to think it over.

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ZANDER Bye, now! Sarah sighs and walks out, realizing that theres nothing more she can say to convince Martin. MARTIN Start laying the groundwork for weapons training. We can afford to wait on the bonding process. ZANDER Why do we even keep her involved? X23 is old enough now, and I dont see why-MARTIN Control. Zander raises his eyebrows slightly. MARTIN (CONTD) Control the mother, control the child. And if all else fails, Dr. Kinney can be dealt with easily enough. Speaking of control... Hows the progress coming on the trigger scent? ZANDER Better than expected. 21 INT. CONDITIONING ROOM We quickly cut to the conditioning room - a small, dark and almost completely bare place with only X-23, now dressed only in a white hospital gown, and two scientists in Hazmat suits inside. One of the scientists pulls the little girls head out of a barrel filled with some kind of foul-looking liquid while the other one observes. X-23 chokes and vomits some of the liquid she swallowed, her head and shoulders completely drenched in it. Before shes able to take her breath properly, the scientists dunks her head down once again and holds it in. A close-up of the second scientists eyes reveal that its Zander. ZANDER Hold her down for as long as possible, but be careful not to drown her!

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SCIENTIST To be perfectly honest, Dr. Rice... I still dont get why this is necessary. ZANDER Well, good. Because thats classified information, and if you did know, it would have been your head inside that barrel instead of hers. The scientist pulls X-23s head out again. The child is choking and sobbing. Her big, green eyes turn towards Zander for just a brief moment. Shes hoping that the man would take pity on her, but deep down, she knows thats not going to happen. Before long, her head is dunked in once again. 22 INT. SARAHS BEDROOM Sarah is sitting down on her desk and quickly typing something on her laptop without looking away or blinking. A few loud knocks on the door take her out of her trance-like state. She pulls her glasses off and places them on the desk, then stands up and walks towards the door. After opening it, we see KEVIN - an African-American man in his 30s, with short, black hair thats prematurely greying in some places. Hes holding a phone in his hand. KEVIN Its for you. She claims shes your sister. Sarah looks down at the phone, kind of confused - she hasnt gotten any personal calls for the last seven years. The woman takes it and nods. SARAH Thank you, Kevin. Kevin nods and turns around. Sarah closes the door, then places the phone next to her ear. SARAH (CONTD) What do you want, Debbie? 23 INT. DEBBIES KITCHEN DEBBIE - a woman thats about Sarahs age, with short, brown hair and the same green eyes as her, is standing above a kitchen stove.

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DEBBIE I... What are you up to, Sarah? SARAH (O.S.) Working. DEBBIE On what? SARAH (O.S.) Research. DEBBIE What kind of research? SARAH (O.S.) What difference does it make? DEBBIE Sarah... SARAH (O.S.) Look, I-DEBBIE Sarah, please. Stop trying to cut me off. Its not like Im getting back in touch just for my sake. Im calling because of your niece. The camera pans out to reveal MEGAN, 7, sitting down on the kitchen table and rocking her feet anxiously. SARAH (O.S.) I have a niece? When did that happen? DEBBIE It doesnt matter. Look, she just wants to meet you. Get to know you. Is that-SARAH (O.S.) Why would she want to do that? DEBBIE Because I told her about you. Look, I know you dont want anything to do with me, but-SARAH (O.S.) Oh, dont you dare put this on me! You didnt believe me!

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INT. SARAHS BEDROOM The conversation continues from Sarahs point of view. DEBBIE (O.S.) Sarah, I was wrong! SARAH You cut me out of your life! DEBBIE (O.S.) How many times do I have to say Im sorry? Sarah sighs and rubs her forehead. DEBBIE (O.S.) (CONTD) Im sorry, Sarah. And... Dads gone. Cant we just-SARAH No, we cant. The girl can send-DEBBIE (O.S.) Megan. SARAH Fine, Megan can send whatever she wants. But dont you dare call me again! Sarah closes the phone and throws it on the bed, then leans forward and covers her face with her palms.

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INT. X-23S CELL X-23 is sitting cross-legged on a small bench inside her cell. Shes dressed in a pink dress that goes a bit past her knees, and her still-wet hair is tied in a bun. The white, illuminated cell is completely bare aside from the aforementioned bench. Sarah is sitting right next to X-23, with a copy of The Art of War in her hands. The little girl is still exhausted from the conditioning she underwent earlier and is only barely able to keep her eyes open. SARAH The expert in battle moves the enemy, and is not moved by him. Such control is evident when defense itself is always offense. X-23 lies down on her side and gently places her head in her mothers lap, then closes her eyes.

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SARAH (CONTD) Do not defend on the-Sarah looks down thats the first towards her. The the other end of 26 at the girl, her mouth gaping a little time X-23 has shown that kind of affection woman turns her eyes towards the mirror on the room.

INT. OBSERVATION ROOM We suddenly cut to Zander in the observation room looking sternly at Sarah and X-23. Even though she cant see him, Sarahs eyes still meet his.

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INT. X-23S CELL Reluctantly, the black-haired woman pushes her daughter away. SARAH Come on, sit up. X-23 opens her eyes and slowly sits back up, feeling rejected. The two remain in silence for a few seconds before Sarah pulls a small note from her pocket and smiles kindly as she unfolds it. SARAH (CONTD) Now, where were we... The camera shows clearly that theres a drawing of Pinocchio on the sheet of paper. Even though she doesnt really react in any way, X-23s eyes are almost shining with delight. Sarah turns her head down and begins reading the fairy tale. SARAH (CONTD) My dear father, we are saved! cried the marionette. All we have to do now is get to the shore. Courage, father! In a few moments, we shall be safe.

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INT. DOJO X-23 is training with Tanaka once again, both of them dressed in their gis. The old sensei is holding a katana and has assumed a high stance, raising the blade up in the air and preparing to strike from above. The little girls eyes are focused solely on the sword. With a battlecry, Tanaka swings down. Without a moment of hesitation, X-23 catches the blade in between her palms.

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A few drops of blood roll down from her hands and fall on the wooden floor, but overall, the move was pulled off magnificently. X-23 lets go of the katana and Tanaka quickly puts it away in its sheath, then places his hand on her shoulder. TANAKA Anata no koto wo totemo hokori ni omoimasu wa ko desu. <I am very proud of you, child.> The sound of the dojo doors opening catches their attention. Zander, alongside two soldiers, enters and walks up towards the two, not bothering to take his shoes off inside. Tanaka speaks up, demonstrating his thick Japanese accent. TANAKA (CONTD) Why do you interrupt us? ZANDER X-23, come. The little girl obeys. She bows down to her sensei quickly, then runs off. The soldiers take her away, leaving Zander and Tanaka behind. ZANDER (CONTD) Tanaka, you know the rules, yet you continue to disobey my orders. You will not treat X-23 as a child! Tanaka squints his eyes, but otherwise does or says nothing. ZANDER (CONTD) You will not touch X-23 unless its to strike her down in combat! And if you think youve gotten away with your deceit by whispering to your little gakusei in Japanese... Zander leans forward and whispers in Tanakas ear. ZANDER (CONTD) ...Anata wa kannzen ni machigatteiru no wo shitteiru desho! <Know that youre dead wrong!> 29 INT. RADIATION ROOM The room is completely dark, and the only thing illuminating it is a small, red lamp up on the ceiling.

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Its full of massive, metal machines, with the biggest one being in the center. X-23, dressed in a dark-blue one-piece bathing suit, is being strapped into the machine by two scientists wearing Hazmat suits. SCIENTIST 1 0.5 Grays should be enough to jumpstart her X-gene... SCIENTIST 2 He ordered two Grays, escalated to five. SCIENTIST 1 Well, hes the boss. 30 INT. OBSERVATION ROOM Zander is carefully observing the entire procedure from behind the enforced windows. Suddenly, Sarah comes running towards him. SARAH Rice! What the hell do you think youre doing?!? ZANDER We cant do jack to your pet if it doesnt heal, Sarah. And Martin is tired of waiting. SARAH Call this off right now! Youll kill her! ZANDER If she cant survive this, then we dont need her anyway. Sarah runs over to the window and taps a few times on the glass. The sound is faint, but is enough to make X-23 turn her head towards her mother. Distress and fear is clearly visible inside the little girls eyes. Sarah suddenly realizes her daughters about to be tortured, and theres nothing she can do about it. SARAH No... ZANDER Just sit back and enjoy the show!

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INT. RADIATION ROOM The people in Hazmat suits take their place next to the machinery and look at Zander, waiting to be given the goahead. He nods his head, and the procedure begins. At first, nothing happens. Just a few seconds later, X-23s body jumps up in a convulsion, as if it had been struck by electricity. Her eyes and mouth open wide. The pain is so unbearable that shes not even able to scream. X-23 Ah... A... A... Her entire body is shaking. The rhythm of the ECG machine strapped to her chest begins to increase. After another convulsion, the little girls throat finally stops being paralyzed and she starts screaming from the intense pain. Its the most horrible sound in the world. X-23 is shaking and twisting her head, desperately trying to break free from the restraints, all while screaming like shes being skinned alive.

32

INT. OBSERVATION ROOM We notice that Sarah is no longer able to keep her tears in and is barely standing on her legs. SARAH Dr. Rice, please! But Zander isnt planning to stop this. Instead, hes simply rubbing the damaged dog-tags hanging around his neck, taking a twisted pleasure in seeing X-23 suffer.

33

INT. RADIATION ROOM The little girls body is convulsing violently. Her eyes have rolled back into their sockets, and shes foaming from her mouth. X-23s pulse keeps increasing. Its obvious that, unless her X-gene activates, she wont survive the procedure. Suddenly, she starts screaming once again, this time even louder than before. Her hands and feet begin shaking rapidly, as if shes undergoing a seizure. Shes squeezing her fists so tightly that blood is dripping from her palms and on the exam table. Suddenly, it happens - after yet another violent shriek, two bone claws literally burst out from each of the girls fists, alongside one more on each of her feet, in between her big and first toe.

26.

34

INT. OBSERVATION ROOM Sarahs eyes open wide. She covers her mouth with her hands in disbelief. Zanders procedure has worked. Dr. Rice is quite proud of himself, as he crosses his arms and smiles in content. ZANDER Cut the radiation. Immediately, the two scientists dressed in Hazmat suits reenter the radiation room. ZANDER (CONTD) Transport her to the operation room. Well replace her claws right away. SARAH Right away?!? She almost died!!! Zander simply turns around and walks past Sarah, having no time for sentimentality. SARAH (CONTD) Dr. Rice!!!

35

INT. MARTINS OFFICE Suddenly, Sarah bursts through the doors, much to Martins surprise. MARTIN Dr. Kinney? Whats the meaning of this? SARAH You have to take Rice off the surgery! Right now! MARTIN Excuse me? SARAH The surgery to replace X-23s claws with adamantium ones! MARTIN Thats not the part I needed clarification for. SARAH He-- He wants to do it right away.

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MARTIN I see no problem with that. The sooner, the better. Sarah shakes her head. SARAH She wont survive. The radiation treatment was too much. Her body is weak. MARTIN Your concerns have been noted, Dr. Kinney. Yet I still dont see why Zander should be taken off the surgery. SARAH Martin, you dont understand! Hes become too emotionally motivated! Hes lost it! MARTIN Sarah... SARAH Please, let someone else handle it! Anyone! Rice can oversee it, but-MARTIN Out of the question. Zander has waited his whole life for this moment. And if someone has become too emotionally invested in this project... Its you, Sarah. Sarahs hands are trembling. She knows that once Martin has made up his mind, theres no going back. Barely keeping her tears in, she walks out of the office. 36 INT. OPERATION ROOM X-23 is lying on the operation table, surrounded by four doctors, one of which is Zander. Shes been stripped completely naked, and her body is only covered by a blue sheet below the shoulders and up to her ankles. Her hands and feet have been strapped in such a position so that shes unable to retract her claws. The little girl is fully conscious. One of the doctors prepares a mask, but Zander stops him. ZANDER Stop. No anesthesia.

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SURGEON Excuse me? ZANDER Itd be pointless, anyway. Her healing factor would make any anesthesia useless. SURGEON Not if we give her a big enough dose! Zander turns her eyes towards the surgeon. SURGEON (CONTD) Dr. Rice, thats inhuman! ZANDER If you have a problem with it, just go. All of you. The surgeon thinks about it for a moment, then leaves the room, quickly followed by his two colleagues. Zander and X-23 are all alone in the operation room. We see a tray of various sharp-looking instruments, including six short blades in the shape of X-23s claws. He gently runs his fingers over them, as if hes imagining all the ways in which hell use them. The little girl is staring at him with her big, green eyes, terrified to her core. ZANDER (CONTD) Are you afraid? Can you even feel anything, Weapon X? Finally, Zander selects a large, electric pliers and carefully secures it around one of X-23s claws, ready to pull it out. He leans close to the girls face and whispers. ZANDER (CONTD) This is for my father. And with that, he pulls the pliers away. 37 INT. X-23S CELL We suddenly cut to X-23 sitting on the small bench inside her cell. Shes curiously playing with her new shiny, metal claws - extracting and retracting them over and over again. The little girl just stares at her tiny hands blankly as the metal pierces her flesh and pops out, then disappears right back in her wrist.

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INT. OBSERVATION ROOM Sarah and Kevin are observing X-23 through the mirror. KEVIN Shes fully recovered. SARAH Physically. KEVIN Unbelievable... What she went through would have killed someone much older than her, and shes already recovered after less than a day... Kevin hands an envelope over to Sarah, who begins to open it without pulling her eyes away from X-23. SARAH Her healing factor surpasses the data we have on the original Weapon X. The adamantium must affect it. Once they lace the rest of her skeleton, hers will follow suit. After opening the envelope, Sarah pulls out a small drawing of a little girl and her mother, signed by Megan.

39

INT. DOJO Its night, and the dojo is dark and completely empty. Slowly, the door is pulled open, revealing Zander. He slowly walks up to the two katanas in the back and takes a hold of the bigger one. After that, he reaches inside the inner pocket of his white labcoat and pulls out a small vial labeled TRIGGER. Its filled with liquid thats the same color as the one they used to dunk X-23s head in. Zander carefully places just a drop of the liquid on the swords hilt, then puts it back in its place.

40

INT. X-23S CELL X-23 is sleeping on the ground, once again dressed in her pink dress. Suddenly, the door opens, revealing two soldiers. The little girl quickly opens her eyes and sits up, then rubs her face with her palms. SOLDIER Get up. Time to train.

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INT. DOJO Once Both girl make again, X-23 and Tanaka are by themselves in the dojo. of them are sitting down, Japanese-style. The little appears to be quite proud of herself, though she doesnt any attempt to hide it. TANAKA Sotsugyo, gakusei. <Graduation day, student.> X-23 smiles faintly. Tanaka smiles back and stands up, then slowly walks up to the katanas in the back and takes one of them in his hands, then slowly unsheathes it to perform the graduation ritual. We cut to X-23, who sniffs up in the air a few times. Once the scent of the trigger Zander placed on the katana reaches her nostrils, the young girl stands up and growls like a feral animal that was just provoked. Naturally, this confuses Tanaka. TANAKA (CONTD) Gakusei... Daijobu? <Student... Are you alright?> With a feral shriek, X-23 extends her claws and lunges towards her sensei. The sheer terror in the old mans eyes is visible as he quickly pulls his sword up to defend himself, but its useless. The screen cuts to black. After it fades back in, we start seeing from X-23s perspective. The little girl looks at her hands, which are covered in blood. The camera pans out to reveal that the her previously white gi is now covered in red blood. She looks down and gasps as she sees whats left of Tanaka. The old mans body is horribly mangled, as if it had been ripped apart by a pack of wolves. X-23 falls on her knees and slowly extends her hand towards him. X-23 S-Sensei? She approaches him and gently takes his head in her hands. Her eyes are filling up with tears. Two soldiers enter through the door and grab X-23, then start dragging her away as she offers little resistance.

42

INT. OBSERVATION ROOM We see Martin and Zander overlooking everything from the observation room. Zander turns towards his stepfather. ZANDER Well, what do you call that?

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Martin smiles widely. MARTIN Id call it a success. 43 INT. X-23S CELL X-23 is sitting down in the corner, hugging her knees. Its been no more than a few hours since Tanakas death, and the little girl is still quite depressed about what happened. Suddenly, the door opens to reveal Zander, alongside a tall, muscular African-American woman - KIMURA. Thats the first time he has entered her cell without armed soldiers by his side. ZANDER You did a very naughty thing out there, Weapon X. Very, very naughty... He approaches her. X-23 refuses to look him in the eyes. ZANDER (CONTD) You know what you did? You disobeyed orders. Nobody ever told you to kill the old fart, did they? The little girl looks down again. She knows full well that shes about to be tortured for her disobedience, but doesnt particularly mind it at this point. In a way, she wants to be punished. ZANDER (CONTD) But Im a nice guy, so Ill let you get away with it just this once... If you can do one, simple task. The muscular woman steps forward and turns her eyes towards X23, looking as if shes desperately trying to contain her laugh. ZANDER (CONTD) This womans name is Kimura. I want you to kill her. Thats all. Like a robot, X-23 stands up and extends her claws. With a battlecry, the girl lunges right at her. Kimura makes absolutely no attempt at dodging. Soon, X-23 begins slashing at her with her claws - across her neck, chest, abdomen, arms... Kimuras clothing gets torn up, but there isnt even a single drop of blood. After a few seconds, the woman blocks X-23s claws with her bare palms, then winks at her.

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KIMURA Hi, sweetie! Without skipping a beat, Kimura smacks her forehead right into X-23s face. The impact breaks her nose, which immediately starts bleeding, and sends the girl flying across the room. ZANDER You get it now, Weapon X? Kimura has been specifically engineered to be completely immune to your claws. Her skin is tougher than adamantium. Whenever you screw up, shell be there to put you back in line. Kimura violently kicks X-23 while shes down. Then, she raises her foot and does it again. The little girl starts spitting out blood, but makes no attempt to defend herself. Meanwhile, Zander is simply staring at her, with a badly concealed grin on his face. Hes certainly enjoying the sight. 44 INT. MARTINS OFFICE As a subtitle helpfully informs us, three more years have passed. Martin is sitting behind the desk in his office and is drinking his morning cup of coffee while reading the newspaper. Suddenly, someone knocks on the door a few times. MARTIN Come in, Dr. Kinney. The door opens, revealing Sarah. She walks inside and takes a few steps forward. SARAH How can I help you, Martin? MARTIN Please, take a seat. Reluctantly, she does so. MARTIN (CONTD) Hows X-23s progress? SARAH Her training has been going as smoothly as ever. (MORE)

33. SARAH (CONT'D) But Im sure you already know every detail about that, so why dont you stop wasting my time and tell me exactly why you called me here?

Martin nods. MARTIN Ive been thinking of assigning X23 her first actual field assignment. Sarah looks away. SARAH Shes not ready. MARTIN Isnt she? Sarah looks back at him. MARTIN (CONTD) As you said, I do, in fact, already know every detail. Her instructors believe shes just about ready. SARAH Then why did you call me here? To ask for my consent? MARTIN To inform you. Youve been an integral part of the project up to this point. I can safely say that if it wasnt for you, perhaps we still wouldnt have a test subject, let alone one we can send on assignments. So, thank you. SARAH Was that a fancy of way of saying Im fired? MARTIN It was a fancy way of expressing gratitude, Dr. Kinney. Sarah sighs. MARTIN (CONTD) But since X-23s training is finally complete, you are no longer vital to the project in any way. (MORE)

34. MARTIN (CONTD) You can be easily removed if I deem youre doing more harm than good.

SARAH I havent been vital to the project since I gave birth to her. Dont worry, Martin. I wont get in the way of... Whatever it is you decide to put her through. She was built to be a weapon, after all. MARTIN Im glad to hear that. Martin takes his newspaper and hands it over to Sarah. On the cover is a smiling middle age man dressed in a fancy suit, and a headline - Greg Johnsons Decisive Victory During PreElections. SARAH Whats this? MARTIN By this time tomorrow, presidential candidate Greg Johnson will be dead. Killed by X-23s hand. SARAH Im not sure I understand... I doubt anyone has already hired her to do it considering no one even knows she exists, so why? What do you gain from all this? MARTIN Advertisement, Dr. Kinney. You cant sell any product without proper advertisement. And what better way to promote the quality of her services than to have her assassinate whoever is on the front page of the morning newspaper? 45 INT. X-23S CELL We see X-23, now ten years old and dressed in a a pink pair of undershirt and shorts instead of her dress, is leaning against the wall of her cell and staring blankly into space. The camera pans towards the door, where we see a big envelope being slid from underneath. The girls eyes turn towards it. She crawls over to the door and takes the envelope, then quickly tears it open and begins examining the contents.

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They consist of a picture of Greg Johnson, very detailed floor plans for some building, as well as a small digital timer set to exactly 21 minutes. 46 EXT. POLITICAL RALLY We finally meet GREG JOHNSON in person. Hes standing on a platform in the town square and is addressing the large crowd gathered there. He has already finished his speech by the time the scene starts, but its obvious the crowd absolutely loves him. They scream, whistle and hold up posters with his name as if hes some kind of pop star. JOHNSON Thank you, thank you! God bless! He waves at the crowd with a huge smile on his face. One of his bodyguards approaches him and whispers something in his ear. Johnson nods and starts following him off-stage and into a building nearby, guarded by two more men in black. The camera pans around the crowd to reveal that somebodys following him - its X-23, dressed as a normal little girl in a white shirt, with a badge pinned on it that says Greg Johnson, and a blue skirt that goes up to her knees. Her hair is tied in two pigtails, and shes wearing dorky, round glasses. Shes also using two crutches to support herself as she walks. Her walking pattern mirrors that of a child suffering from cerebral paralysis. A few people in the crowd turn to look at her and even step back to give her room. Suddenly, her badge falls off her shirt and lands on the floor with a loud, metallic click. X-23 gasps a little, not entirely sure about how to pick it up and pin it back on without blowing her cover. Luckily, an old man (played by Stan Lee) kneels down and takes it, then gently pins it up back on her shirt. OLD MAN There you go, young lady! X-23 T-Thank you... X-23 smiles at him. The old man laughs cheerfully and watches as she slowly makes her way towards the door before shaking his head. OLD MAN Poor kid... X-23 is approaching the door that Johnson walked through. She stops in front of the two bodyguards and looks up at them.

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X-23 Excuse me... Can I meet Mr. Johnson, please? BODYGUARD Im sorry, sweetie, but Im afraid you cant. X-23 Please... Id really like to meet him... The bodyguard sighs and places his fingers on his earpiece. BODYGUARD Kyla, come in. 47 INT. RECEPTION HALL Inside the building, Johnson is talking to reporters and answering their questions. The room is like an average reception hall - moderately big, with a large table full of food and beverages near one end. A lot of the people in the room arent even paying attention to Johnson - theyre eating or chatting amongst themselves. KYLA - a female bodyguard with long, red hair tied on a ponytail standing right beside the presidential candidate, presses her earpiece. KYLA This is Kyla. BODYGUARD (O.S.) We have a little girl here who wants to meet candidate Johnson. KYLA Are you kidding me?!? Were not running a daycare center! 48 EXT. POLITICAL RALLY We cut back to whats happening outside the door. X-23s crocodile tears dont show signs of stopping any time soon. BODYGUARD I know, but shes really upset, and... Well, shes handicapped. 49 INT. RECEPTION HALL Kyla rolls her eyes, unsure of what to do.

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KYLA Well, thats unfortunate, but handicapped or not-Suddenly, Johnson turns towards her. JOHNSON Whats going on? KYLA Sir... She thinks for a moment about whether or not to tell him. KYLA (CONTD) Theres a little girl outside. Johnson turns towards the journalists and looks straight at the cameras pointed at him before shifting his eyes back to Kyla. JOHNSON Well, it would be rude to leave her out, wouldnt it? Please, let her in. KYLA I... Yes, sir. She places her finger on her earpiece. KYLA (CONTD) Let her in. The camera cuts to the door to reveal X-23 being led inside, with a fake smile on her face. She walks up to Johnson, who kneels down and looks at her. JOHNSON Hey there, young lady. How can I help you? X-23 I just... I wanted to meet the next president. The room erupts in laughter and cheers. Johnson himself shares a heartfelt chuckle. JOHNSON Well, heres to hoping that would actually be me! (MORE)

38. JOHNSON (CONT'D) You know, Id really love to take a picture with my youngest supporter. What do you say?

X-23 nods enthusiastically. Johnson turns and places his arm across her shoulders as the journalists prepare their photo cameras. JOURNALIST Alright, say cheese! A bright flash illuminates the room. In exactly that moment, X-23 extends the claws on her hand and shoves them deep into Johnsons throat. Before anyone even realizes whats going on, she extends the rest of her claws and lunges at the crowd of journalist. Shes moving around like an animal, slaughtering everyone in her sight quickly and efficiently. Most of the people in the room are already dead before the rest can realize that somethings wrong. Kyla is one of the first to take action. She reaches inside her coat for her gun, but X-23 is quicker and jumps back, slicing the side of the womans neck with the claw on her foot. Blood is flowing everywhere, covering the little girl from head to toe. Without skipping a beat, she lunges at the survivors. 50 EXT. POLITICAL RALLY The sound of death coming from inside the room does not fall on deaf ears. The two bodyguards look at each other, then quickly pull their guns out and kick through the door. 51 INT. RECEPTION HALL What the bodyguards find inside is beyond words. At least 30 people are all lying dead inside the reception hall. Theres blood everyhwere - on the floor, on the walls, on the ceiling... BODYGUARD Oh, dear Lord... Suddenly, theres some movement amongst the pile of bodies. The bodyguards quickly walk up to it and investigate. Its X23, lying among the corpses. X-23 Please... Dont hurt me... BODYGUARD Its alright, sweetie. Were the good guys.

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He gently picks her up and carries her outside. 52 EXT. POLITICAL RALLY The people gathered outside are looking at the blood-covered little girl with horror in their eyes. An ambulance has already been called, and two paramedics show up with a stretcher. The bodyguard lays X-23 on it. PARAMEDIC What happened? BODYGUARD Someone attacked the reception. PARAMEDIC How many injured? BODYGUARD Just her. The rest are-PARAMEDIC Understood. The paramedic turns towards his partner, then the two start wheeling the stretcher back towards the ambulance. They load her in and close the door, then quickly take off. The bodyguard suddenly hears screaming from behind him and turns around. To his surprise, he sees Kyla walking out of the reception hall. The young woman is pale as a sheet - the wound on her neck is bleeding all over the ground and her black suit. Its obvious shes at the edge of her strength. BODYGUARD Kyla! The bodyguard runs up to her and catches her right as she falls down on the ground. He places his hand on her neck and applies pressure over the wound. BODYGUARD (CONTD) Someone call another ambulance! Quickly! Kyla raises her hand in an attempt to get his attention. Theres a camera in it - the same one the journalist used to take the picture back at the reception hall. The bodyguard quickly understands that shes trying to tell him something and takes a look at the screen of the camera. The image is distorted, but it still shows X-23 with her claws out and preparing to stab Johnson in the throat. The bodyguard immediately realizes what has happened.

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With horror in his eyes, he looks over at the ambulance he put X-23 in, which is already out of sight, as the camera pans out. 53 INT. MEETING ROOM The scene cuts to a meeting of various criminal masterminds and/or men in power - we clearly see a large, AfricanAmerican man dressed in a fancy suit and holding a cane Wilson Fisk, aka the KINGPIN; a thinner man with a stern face and slicked-back hair - NORMAN OSBORN; a smaller man with blue eyes and a cleft chin - HOWARD SAINT; a mysterious person with a red hood and boots - THE HOOD; and finally, a man with long orange hair that goes past his shoulders and wearing a white suit with a rose in its pocket - ARCADE. We see the door opening to reveal Martin, dressed nicely as always and carrying a newspaper in his hand. MARTIN Gentlemen, I am pleased to make your acquaintance. OSBORN This better be good, Mr. Sutter. Im sure I can speak for everyone when I say that were all very busy men. KINGPIN Busy men with a lot of enemies, too. Gathering us all here was a risky move. If it was anyone else but you setting this up, I would have assumed it was a trap. MARTIN I assure you, everyone is safe. No one but us here knows that this meeting is even taking place. No one. SAINT Great! Now, show us the merchandise! Without saying a word, Martin throws the newspaper on the table. The headline is clear - CANDIDATE JOHNSON ASSASSINATED AFTER A MASSACRE. 35 DEAD. ARCADE You got... A newspaper? Nobody pays attention to this comment.

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KINGPIN Your people did this? MARTIN Not my people. My weapon. SAINT Oooh, fancy! HOOD What kind weapon massacres 35 people without leaving a trace of itself? MARTIN Oh, there were traces, I assure you. No weapon is perfect, but it was nothing that couldnt be cleaned up quite easily. In case you are wondering, the clean-up is included in the price. OSBORN So youre selling this... weapon? MARTIN I am renting it. To the highest bidder. SAINT No offense, but I doubt your amazing weapon can do anything my men aint capable of. MARTIN Thats where youre wrong. Because my weapon can do anything. Anything at all. Martin turns towards the crowd of criminals. MARTIN (CONTD) Gentlemen, I know all of you have this one person whose disappearance would make your life a lot easier. A business rival. A bitter enemy. A vigilante who has been making things very difficult for you. Saint squints his eyes, Osborn crosses his arms, and the Kingpin leans on his cane. Even though some of the criminals there dont show it, Martins words hit home with everyone.

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MARTIN (CONTD) And for some reason, you have never been able to get rid of this person. Well... Im offering to let my weapon do it for you. No target is unreachable. Age, gender, location, social status or affiliation are not important. HOOD Oh, yeah? Looks to me like you cant take down a target without making the hit into a circus. MARTIN Im afraid the spectacle was necessary, given the purpose of this assassination. It would be no trouble at all if you want us to be a little more... Discreet. ARCADE Then again, some of us dont really mind the spectacle! Isnt that right? Once again, nobody even acknowledges Arcades existence. He squints his eyes and crosses his arms. MARTIN Gentlemen, youve seen what my weapon can do. Bidding starts at $55 million. A small price, considering the quality of my services. The criminals look among themselves. 54 INT. X-23S CELL X-23 is, once again, sitting by herself inside the white, empty cell. The door slides open to reveal Sarah, with a book in her hand. The little girl raises her head just a little bit, then quickly turns back down again. SARAH Hey... I thought I could read to you for a little while. Sarah walks over to X-23 and sits on the ground besides her. SARAH (CONTD) Would you like that?

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The girl doesnt respond. She doesnt even acknowledge the question. Their attention is caught to the other side of the room as a paper envelope slips underneath the door. Without saying a word, X-23 crawls up to it and takes it, then rips it open and begins viewing its contents. Sarah keeps staring at her daughter, with a concerned and sorrowful look in her eyes. The screen cuts to black. 55 INT. SARAHS BEDROOM A subtitle informs us that one more year has passed. Sarah is sitting behind the desk in her room, reading the news on her laptop. The headline says PUNISHER DEAD! Sarah scrolls down, revealing three photos attached to the article - one is a police picture of a black-haired, square-jawed man in his 40s, the other is of a building on fire, and the third one shows the silhouette of a little girl running out of that same building. Sarah sighs and closes the lid of her laptop. Suddenly, someone bursts through the door - its Kevin. KEVIN Sarah! SARAH Kevin? Whats wrong? KEVIN Somethings up... Rice is in the prep room. Hes going with her. 56 INT. PREPARATION ROOM We see Zander, now dressed in a black from head to toe in weaponry, testing Two other soldiers are also preparing already dressed and armed, is waiting comes in. SARAH Rice!!! ZANDER Are you even allowed in here? SARAH Why are you going on the mission? ZANDER Its about time I assess her performance myself. catsuit and covered the magazine of a gun. their weapons. X-23, in the corner. Sarah

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SARAH You can do that just fine from the reports! ZANDER If you have a problem, take it up with Martin. But for now... Back off! The soldiers start leading X-23 towards the door. The little girl glances briefly at her mother before leaving. 57 EXT. ROOFTOPS We cut to a shot of a large, round window in an unknown location. Suddenly, the window is broken to pieces by X-23, who has jumped out of it from the inside. The girl lands on the next rooftop covered in cuts, but all of them heal within seconds. After that, she starts running across the rooftops. Multiple soldiers dressed in high-tech suits are chasing after her, occasionally stopping to fire at her. The emblem of Hydra - a skull with eight tentacles - is clearly visible on their chests. X-23 doesnt pay a lot of attention to them. She keeps running towards the landing zone as fast as she can. The little girl looks at the timer attached to her wrist - she only has two more minutes to complete the mission. 58 EXT. LANDING ZONE The two soldiers, alongside Zander, are standing by the helicopter. One of the soldiers is looking at X-23 through his binoculars. SOLDIER Wow, look at her move... Zander turns his eyes towards the timer on his own wrist, then looks up at the soldier. ZANDER Were leaving. SOLDIER What? But sir, she still has-Without a moment of hesitation, Zander pulls his pistol out and shoots the soldier right between the eyes. The other one shrieks, startled by the gunshot and shocked by what his commander just did.

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ZANDER X-23 never made it to the LZ. We were forced to abort the mission. Is that clear? The second soldier nods reluctantly, then gets back inside the helicopter, promptly followed by Zander. X-23 sees this and immediately realizes whats going on. She keeps running across the rooftops as fast as she can to catch up, but its no use. The helicopter lifts off. In one last, desperate leap, X-23 jumps up and attempts to grab on to the aircraft. Everything slows down. For a moment, it appears as if the little girl will actually be able to grab a hold, but in the last second, her fingers just barely miss the helicopter. X23 is sent flying straight down at the concrete below. 59 EXT. STREETS A second later, she hits the ground. Both of her legs break upon impact, and one broken bone pops right through her upper thigh. The little girl looks at it in disbelief. Her little, trembling hands carefully reach towards the bone as her fingertips touch it. A second later, shes gathered enough courage to grab a firm hold of it and to push it inside. The process is painful. X-23 closes her eyes tightly and bites her lip, then finally groans out once the bone is pushed back beneath her skin. 60 EXT. HELICOPTER Zander is peaking out from the door of the helicopter as its high up in the air. With a grin on his face, he takes his fathers old dog-tags off and throws them down at X-23. ZANDER So long, Weapon X! 61 EXT. STREETS The dog-tags land right beside the little girl, who picks them up. Just then, the armored soldiers chasing her show up once again. They quickly surround her and point their guns at her. The girl stares at them for a little while, then looks back down, knowing full well that she wont survive. The soldiers open fire. Cut to black. 62 INT. SARAHS BEDROOM A subtitle pops out to show that three days have passed since the incident. Sarah is sitting on her desk, sobbing quietly.

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Her glasses are off, and her eyes are full of tears. She pulls a drawer open and takes out a file, then places it on her desk. After opening it, she sees a picture of X-23 inside. The woman gently touches the image of her deceased daughter as her tears fall down on the picture. Suddenly, the alarm starts going off. The rooms light changes to red, indicating that an evacuation is in order. Sarah gasps, startled by the loud noise. She closes the folder and wipes her tears away, then stands up and heads for the door. 63 INT. OBSERVATION ROOM Martin, Zander and a few scientists are already in one of the many observation rooms, this one overlooking the main gate. The alarm keeps beeping loudly. Practically every soldier at the facilitys disposal makes a stand in front of the gate and aims straight at it. Sarah walks into the observation room and approaches Martin and Zander. SARAH Martin! Whats going on? MARTIN The facility has been breached. SARAH What?!? By who? MARTIN Were about to find out. The main gate begins to slowly open. Numerous clicks echo throughout the room as the soldiers all take off their safeties. A silhouette appears from the other side and slowly begins to walk into the facility. As it comes into the red light, we can see that its none other than X-23. Her outfit has been ripped by bullet holes, her shoulder has been dislocated, and shes barely able to stand on her feet. But shes alive. Sarah places her hand on the glass and smiles widely. SARAH Oh my God! Martin turns towards Zander. MARTIN Zander, I thought you said Hydra killed her? ZANDER I... I saw her die!

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MARTIN Sarah, I need you to handle the debriefing. Find out what happened... And if theres anything we need to worry about. SARAH Right away. All the soldiers stand up and walk away as the gate closes once again. X-23 is left by herself... Or so it seems. The camera reveals a familiar, muscular woman. KIMURA Hey there, X! I heard that you were dead, but I guess I heard wrong! Too bad! She grins maniacally and cracks her knuckles. 64 INT. X-23S CELL Sarah and X-23, dressed in her regular clothes again, are both sitting on the small bench in silence. The little girl is holding her forearm, as if shes hiding something. Sarah turns to her daughter. Her tone is concerned and caring. SARAH What happened out there? X-23 says nothing. SARAH (CONTD) Please, talk to me! Please... The concern is clearly visible in Sarahs eyes, yet X-23s are as blank as ever. The woman finally notices the weird way shes holding her arm. SARAH (CONTD) Let me see your arm... At first, X-23 pulls away, reacting to Sarahs words for the first time. But her mother persists. Gently, she takes a hold of her wrists and turns her arm over, revealing large Xshaped cut marks on her forearm. Sarah gasps. SARAH (CONTD) Who did this to you? X-23 turns her eyes away, once again refusing to answer. Sarah looks down.

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INT. SARAHS BEDROOM Sarah is sitting down on her bed, looking depressed. The events from the past few days have truly taken their toll on her. Shes rubbing her forehead, deep in thought. The door to her left slowly opens, revealing Kevin. KEVIN Ah... Dr. Kinney... She turns towards him. SARAH What is it? Kevin is holding a cell phone in his hand. KEVIN Youve got a call from your sister. SARAH I dont take calls from her. KEVIN Yeah, I know, but... Shes called eight times in the last hour. She seems very upset. Sarah sighs and extends her hand. Kevin hands her the phone over, then promptly leaves the room. The woman places the phone next to her ear. SARAH I told you to never-Sarahs eyes suddenly open wide. SARAH (CONTD) What? Debbie, calm down! What happened? She glances at a picture pinned on the wall - the same one Megan sent her years ago. SARAH (CONTD) How long has she been gone? What are the police doing? The young womans eyes start moving as shes trying to decide on what to do. SARAH (CONTD) Okay, stay where you are. Ill be right there.

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INT. X-23S CELL As always, X-23 is sitting in her cell and staring blankly into space. The door opens, revealing Sarah and Kevin. Sarah takes a few steps forward and looks at her. The mothers eyes meet her daughters. Even without words, the little girl knows something is going on.

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INT. MARTINS OFFICE Martin is sitting behind his desk and reading some documents. Suddenly, Zander bursts through the door. ZANDER We have a situation.

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INT. OBSERVATION ROOM Zander and Martin are looking through the one-way mirror and into X-23s empty cell. Neither of them seems particularly pleased. MARTIN How could this have happened? ZANDER I told you to get rid of Kinney a long time ago. MARTIN Find them. Now!

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EXT. DEBBIES HOME A car pulls up right in front of Debbies house. We see that the driver is Kevin, and Sarah is sitting in the passenger seat. Once the car stops completely, Sarah goes out and walks up to the door, then knocks a few times on it. A second later, Debbie opens, her face wet from crying. DEBBIE S-Sarah? Sarah nods. Without waiting for an invitation, Debbie hugs her sister firmly. DEBBIE (CONTD) I cant believe youre really here! Thank God you came!

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SARAH I, uh... Sarah reluctantly returns the hug. SARAH (CONTD) Its going to be okay, Deb. Well find her. The camera pans out to reveal that X-23, dressed in civilian clothing, is scaling the building using her claws. Once shes on the second floor, she goes through the open window and straight into Megans room. 70 INT. MEGANS ROOM The room looks like that of a typical little girl on the edge of puberty - pink, with posters of boy bands sticking on the walls. There are also lots of hand-made drawings, most of which dont look bad at all for being drawn by an 11 year old. Once X-23 lands inside, she walks up to Megans bed and begins sniffing around. A few seconds later, she already has a trail. After looking out to make sure nobodys watching, she swiftly jumps out of the window. 71 EXT. NEW YORK STREETS X-23, carrying a backpack on her back, is walking through the city. The little girl is occasionally sniffing in the air to re-pick the trail, but doesnt decrease her walking speed. Meanwhile, Kevin is following her in his car. After a few seconds, X-23 stops dead in her tracks, then walks inside an apartment building. Kevin takes his phone out of his pocket and quickly dials a number, then places it next to his ear. KEVIN Shes got it. Get over here immediately. Im texting you the address. After closing the phone, Kevin looks back out the window. KEVIN (CONTD) Martins gonna kill me for this... 72 INT. APARTMENT BUILDING Once shes inside, X-23 continues to sniff in the air in order to find the right apartment. She keeps going up the stairs, checking floor by floor until shes absolutely sure shes got the right place.

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Once the girl thinks she has the right door, she approaches it and presses her ear next to it to confirm her suspicion. After that, X-23 kneels down and takes off her backpack. 73 INT. KIDNAPPERS HOME The KIDNAPPER - an ugly, bearded man in his 30s, is sitting on his couch eating pizza. Suddenly, he hears the doorbell ring. With a groan, the man leaves his slice back in the box, then stands up and walks up to the door. After opening it as much as the chain locking it would allow, the kidnapper looks through and sees X-23, now dressed as a girl scout. X-23 Would you like to buy some girl scout cookies? My troop is raising money for a camping trip! KIDNAPPER Where are your parents? X-23 At home! KIDNAPPER Uhh... The kidnapper looks both ways to make sure no one is watching. KIDNAPPER (CONTD) Sure, Ill buy a whole bunch of them. Just come in and Ill grab my wallet. He closes the door, then removes the chains and re-opens it completely. With a wide smile, X-23 steps in. Carefully, the kidnapper closes the door and locks it. KIDNAPPER (CONTD) Just gimme a second... I know Ive got money around here somewhere... X-23 Kay. He starts running through his drawers one by one. Finally, he finds one full of knives, rope and some duct tape. The kidnapper smirks to himself.

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EXT. NEW YORK STREETS Sarah and Kevin are sitting in the car parked outside the apartment building. KEVIN This is taking way too long. SARAH Relax. Just wait for the signal. KEVIN Signal? What signal? All of a sudden, the kidnapper is sent flying through the window. In just a second, he hits the pavement below, covered in blood. Sarah turns towards Kevin, who looks shocked. KEVIN (CONTD) Oh... Immediately, Sarah leaves the car and heads for the entrance. The door to the apartment building opens to reveal X-23, alongside Megan, who is covered with a blanket. Sarah smiles, relieved that everything turned out okay, then approaches the girls. Kevin isnt too far behind. SARAH Megan! She gives the girl a hug. MEGAN Ah... W-who are you? SARAH Im your aunt, honey. MEGAN Aunt Sarah? SARAH Yes, aunt Sarah! X-23 is observing the scene from a distance. She cant help but betray a faint smile once she realizes the girl she just saved is her cousin. SARAH (CONTD) Now, dont cry, youre okay. No one can hurt you now. I wont let anyone hurt you.

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Without waiting for an invitation, Kevin sneaks up on Megan and gently inserts the needle of a syringe into her neck as Sarah is holding her. It all happens so fast that the little girl doesnt even understand whats going on. She leans her head on Sarahs shoulder and closes her eyes. SARAH (CONTD) This was all just a bad dream. And when you wake up, you wont even remember it. 75 INT. CAR Kevin, Sarah and X-23 are riding inside the car on their way back to the facility, with Kevin in the drivers seat, Sarah in the passengers and X-23 in the backseat. Everyones silent, mostly because nobody knows what to say. After a few seconds, Sarah turns to her daughter. SARAH Hey... Im not sure exactly how to say this, but... This wasnt a real, scheduled mission, like all the others. X-23 says nothing, but her eyes indicate she was already aware of that fact. SARAH (CONTD) And since we didnt get permission, you might get in trouble when we get back. Again - the same reaction. SARAH (CONTD) You didnt have to do it, you know. There was nothing in for you, and yet you still did it. You still helped someone who really needed it. So, I suppose all Im trying to say is... Thank you. A few seconds of silence. X-23 Youre welcome. Sarah gasps a little. Thats the first time X-23 has ever spoken to her. Shes unable to hide her happiness, so all she does is nod to her a little before facing forward once again. The woman turns towards Kevin and smiles widely. Fully understanding what has happened, he smiles back.

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INT. MARTINS OFFICE Zander and Sarah are standing in the middle of Martins office. Martin himself is sitting behind his desk, while X-23 is standing by the door. The blond scientist is absolutely furious. ZANDER This is a multi-billion dollar business, not a summer camp! We dont do field trips!!! SARAH What do you care? You left her to die, remember? MARTIN Enough! Both of you! ZANDER Martin, I-MARTIN I said enough! Zander prepares to object once again, but doesnt. Instead, he simply exhales, then walks up to X-23 and squeezes her wrist tightly. ZANDER Fine. Ill just take Sarahs little pet back to its cage. MARTIN Thank you, Zander. Ill join you shortly. Zander and X-23 leave. Martin stands up and walks up to Sarah. MARTIN (CONTD) Dr. Kinney... I havent seen my wife and my son for two days thanks to your little escapade. But more importantly, youve jeopardized everything weve worked decades building on some sort of personal crusade. Do you have anything to say for yourself... Sarah? SARAH Would it matter?

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MARTIN Probably not. We will discuss your future here in the morning, but I must tell you things do not look good. Martin leaves. 77 INT. ZANDERS CAR Zander is giving Martin a ride home in his car. The bald man is rubbing his forehead, with his eyes closed. Zander turns to him. ZANDER Are you okay? MARTIN I will be once I see my family... And sleep for a few hours. The two keep quiet for a short while. ZANDER Martin, Im worried about you. Youre overworked and overburdened. MARTIN I appreciate that, but-ZANDER I drew this up for you. Zander reaches inside his coat pocket and hands Martin over a pen and a folded document. MARTIN What is it? ZANDER A document assigning your responsibilities to me. Martin is a little surprised by this. He takes the document from Dr. Rices hands and starts reading through it. MARTIN Zander, I... ZANDER Please, Martin, let me take it the rest of the way. (MORE)

56. ZANDER (CONT'D) I already lost one father to the program. I dont want to lose another.

Martin smiles kindly. He takes the pen and quickly signs the document. MARTIN You know... I used to wonder if I did the wrong thing by involving you in all this. But I cant imagine getting through it without you. The car pulls over, and the two men exit. Martin folds the document and hands it back to Zander. MARTIN (CONTD) The project is yours. Zander takes the piece of paper with a confident smile, then gives Martin a hug. ZANDER Thank you, Martin. After a second, Zander lets go, then starts walking towards his car. ZANDER (CONTD) You wont regret this. MARTIN Good night, son. Zander goes inside his car and drives off as Martin is watching him. 78 INT. X-23S CELL X-23 is sitting on the floor of her cell. The door opens, revealing Zander. He throws an envelope on the floor in front of her - the same kind used for missions. The girl quickly rips it open and takes out some blueprints, as well as a photo. X-23 lifts it up and examines it carefully. It shows Martin and his family. ZANDER Make it look like an accident. A fire. You have 22 minutes.

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INT. MARTINS HOME (FIRST FLOOR) Martin, dressed in casual clothes, is sitting on a couch and reading a book. His wife is sitting right next to him, watching TV. Their home is quite luxurious, and its obvious that a good chunk of the money X-23 earned through her assassinations went directly into the directors pocket. The only audible noise is coming from the television set. Suddenly, a loud shattering sound echoes throughout the room. The camera shows us that X-23 has jumped through a window. Without skipping a beat, she lunges at Martin and sinks her claws into his chest before he even has time to react. His wife shrieks in terror and stands up. X-23 looks at her. After making sure Martin is dead, she pulls her claws out and walks towards her. The woman stumbles back and falls on the floor. WIFE Please, dont... I have a son! Without hesitation, X-23 uses the claw on her foot to slash her throat from side to side. She crouches down to confirm the death, then stands up and heads towards the stairs.

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INT. MARTINS HOME (SECOND FLOOR) The camera shoots from the perspective of someone hiding inside the closet and looking through the tiny holes in its door. We see X-23 slowly climbing up the stairs while scanning her surroundings, with blood dripping from her claws. The girl heads towards the closet and opens its door, revealing a little boy, no more than 4-5 years old, dressed in his pajamas and squeezing a Spider-Man doll tightly. The boy is trembling from fear, with tears rolling down his eyes. X-23 places her claws right next to his throat, wondering what to do. The little boy cries out from fear. X-23 keeps staring at him. She doesnt really want to kill him, but at the same time, she knows she cant stray from her mission. Or can she? Slowly, the girl removes her claws from his throat. The little boy stops sobbing for a bit, hopeful that he might be allowed to live. But this hope is quickly extinguished as X-23 brings her claws up and strikes down. We see the head of the Spider-Man doll roll out and fall down on the floor.

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INT. MARTINS HOME (FIRST FLOOR) We cut to a shot of X-23 pouring gasoline all over the first floor of Martins home, especially concentrating on the bodies of Martin and his wife. After she empties the canister, she throws it away and picks up a box of matches lying nearby.

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The girl takes them and lights a match, then uses it to set fire to the entire box before throwing it on the floor. The flame quickly follows the gasoline trail and, before long, the entire house is in flames. X-23 heads for the door as she prepares to leave. On her way out, her gaze is caught by a framed photograph of Martin and his family - the same one that Zander has shown her. She keeps staring at it as the flames grow hotter and hotter. 82 INT. X-23S CELL X-23 is back in her regular clothes as Zander is dragging her back into her cell. ZANDER Look at me, you little beast! She turns her eyes towards him. ZANDER (CONTD) You will say nothing to anyone about tonights mission! Nothing! Do you understand me? X-23 says nothing. Instead, she merely sits down on the small bench. ZANDER (CONTD) Good. Without saying another word, Zander leaves the room and closes the door behind him. X-23 keeps still for a few seconds, then extends one claw on her right hand. 83 INT. SARAHS BEDROOM Sarah is lying in her bed, dressed only in her underwear. Shes rolling around, unable to sleep. Finally, she decides to stop trying. The woman stands up and takes the blue gown hanging on the hanger, then quickly puts it on. 84 INT. OBSERVATION ROOM Sarah steps into the observation room and approaches the window overlooking X-23s cell. She sees her daughter sitting on the bench, with one of her claws out. Slowly, she brings the claw to her left forearm and begins cutting herself. Sarah gasps. SARAH No...

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She turns around and heads outside. 85 INT. X-23S CELL Sarah enters the cell and walks towards X-23. The little girl turns her eyes towards her mother, but shows no sign that shes startled by being caught in the act. The woman sits besides her on the bench. SARAH Why are you doing this?!? She takes X-23s hand and looks at her forearm, where four Xshaped cuts have already been made. They appear to be pretty deep, as they still havent healed. SARAH (CONTD) Please... Just tell me why... Sarah is holding the little girls hand gently. SARAH (CONTD) I cant help you if you dont talk to me. The door opens again. KEVIN Sarah!!! Sarah turns her head - Kevin has entered the room, out of breath. SARAH Kevin? Whats wrong? KEVIN Its Martin. Hes dead. SARAH What?!? How? KEVIN A fire. Burned his house to the ground. His wife didnt make it. SARAH What about his son? KEVIN They found him in the woods behind their house. Hes in shock, but hes okay. (MORE)

60. KEVIN (CONT'D) Theyre sending a team to clean up the site. Im going to see what I can find out.

Sarah stands up. SARAH Okay, Ill be right there... Suddenly, X-23 takes a hold of her hand and pulls gently. SARAH (CONTD) Eh? What is it? The little girl opens her mouth. Inside is a crumpled piece of paper. Filled with curiosity, Sarah reaches in and pulls it out, then unfolds it. Her eyes open wide from shock once she sees what it is - the picture of Martin and his family. It doesnt take long for Sarah to realize exactly what has happened. SARAH (CONTD) That fucking monster... She turns to X-23. SARAH (CONTD) Rice used you, didnt he? We... We both used you. Were both monsters... Sarah closes her eyes and sighs, then turns towards X-23, looking more determined than ever. SARAH (CONTD) Im getting you out of here. X-23 A mission? Sarah is barely keeping her tears in. SARAH Thats right. A mission. 86 INT. MARTINS OFFICE The door to Martins office slowly opens, revealing Sarah. Shes dressed in casual clothes. SARAH Im sorry for your loss, Zander. I know how close you and Martin were.

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The look in her eyes indicates that she doesnt really mean what shes saying. The camera turns around to reveal Zander sitting on Martins chair. Hes leaning back, with his feet up on the desk and a badly concealed grin of satisfaction on his face. ZANDER Ah, yes. What a terrible tragedy. But life goes on. Zander places his feet down on the floor and stands up. ZANDER (CONTD) Walk with me, Sarah. 87 INT. FACILITY HALLWAY Zander and Sarah are walking side by side through one of the many hallways inside the facility. ZANDER Its no secret that I didnt want you involved in the project. You and I have never seen things the same way... SARAH Rice... ZANDER Ive never agreed with Martins decision to let the specimen bond with a mother figure. But that wasnt my call to make. Not then. SARAH What are you saying? The two reach a pair of sealed, metal doors. Zander inputs a combination into the keypad to the right, which causes them to slowly open. Sarah gasps once she sees whats inside. ZANDER I wont be repeating Martins mistakes with Phase Two. 88 INT. EMBRYO ROOM Inside the dark, circular room, dozens of small pods are attached on the walls, each one containing an embryo thats no more than a few months old.

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The room has a very scientific feel to it, and yet is still terrifying, almost like the lab of a mad scientist from a horror movie. SARAH No... ZANDER You didnt really think wed stop at one, did you? SARAH You cant do this! ZANDER This is business, Sarah. Not science. You never understood that. Sarah is just sitting there, dumbstruck. Zander turns towards her. ZANDER (CONTD) You know... There were times when I thought I could just kill you. But contrary to what you may think... He gently touches her hair. ZANDER (CONTD) Im not a bad guy. In fact, I think were a lot alike. Sarah slaps his hand away. SARAH Screw you! Dr. Rice laughs out loud. ZANDER You see? Thats what Im talking about! But its too late for that. Pack your bags, Kinney. Youre out. Tonight. Go see your pet one last time. X-24 through 50 wont be needing you. Sarah squints her eyes, then turns around and starts walking towards the exit. ZANDER (CONTD) Oh, and Sarah... She glances back at him.

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ZANDER (CONTD) If youre not gone by tomorrow, Ill have you shot. 89 INT. SARAHS BEDROOM Sarah is busy arranging various documents - maps, pictures, passports, letters... She organizes some of them and places them inside an envelope, then seals it and puts it aside. The door opens, revealing Kevin. KEVIN Sarah, we have to hurry. SARAH I know. Im almost finished. She puts the rest of the documents inside a small backpack, then puts it aside and picks the envelope up before following Kevin out of the room. 90 INT. HALLWAY Two SOLDIERS are standing guard right in front of X-23s cell. SOLDIER 1 Dude, Im telling you, they didnt die from the fire! They were murdered! SOLDIER 2 You cant believe everything Ed says. You know that. SOLDIER 1 Fine. But when Hydra sends a thousand soldiers in here-Suddenly, without any warning whatsoever, a gunshot is heard, and a bullet lands straight in the soldiers head, blowing his brains out and spraying them against the wall. The soldiers body drops on the floor, and his colleague gasps. SOLDIER 2 What the-Two more gunshots follow, and two bullets penetrate the soldiers chest and send him back. He hits the wall, then slowly slides down, leaving a bloody trail. The camera turns around to reveal Kevin, with a smoking gun. Sarah is standing beside him, still holding the envelope.

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Without skipping a beat, she walks over to X-23s cell and slides the envelope underneath. 91 INT. X-23S CELL X-23 is sitting down on the floor, in her usual position. Her eyes turn to the envelope which was slid under her door. She slowly crawls to it and picks it up, then tears it open. The first thing she sees are the blueprints of the entire facility. She studies them carefully for a few seconds, then picks up a digital timer set to exactly 23 minutes. Next up is the picture of her target - Zander Rice. X-23 doesnt say or do anything, but there is a certain amount of satisfaction in her eyes. 92 INT. HALLWAY Sarah and Kevin are desperately running away from two soldiers chasing them through the hallway. KEVIN Go! Go! Sarah is panting. Shes not used to that kind of physical exercise, but keeps running as fast as she can regardless. Kevin turns around and fires his gun a few times, hitting one of the soldiers straight in the chest. The other stops and uses this opportunity to fire his machine gun at them. The bullets miss Sarah, but three of them hit Kevin, who falls down on the ground. SARAH Kevin! Kevin lifts his gun and quickly shoots down the soldier, then glances up at Sarah, with blood dripping from his mouth. KEVIN Go... Hurry... SARAH I cant leave you! KEVIN You have to... For her... Sarah looks around. More soldiers are coming. She realizes Kevin is right. SARAH Thank you...

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She turns around and keeps running, with tears in her eyes. A few shots echo behind her. 93 INT. SECURITY ROOM We see a SECURITY DISPATCHER standing next to several computers with large screens that broadcast security footage. DISPATCHER Sector Eleven, report! I repeat! Sector-Suddenly, the door opens, revealing Sarah. Shes holding a gun in her hands. DISPATCHER (CONTD) What the-Sarah fires two times, hitting the security dispatcher and killing him instantly. He slumps down on the desk and starts bleeding. Sarah walks up. SARAH Im sorry... The woman grabs the body and removes it from the console, then sits down in its place. She sees X-23 on the monitor, who is dressed in the black catsuit shes usually wearing for missions. Shes also carrying a black backpack. Without wasting another second, Sarah starts disconnecting everything, thus disabling the security. 94 INT. BATHROOM We see Zander, naked safe for a towel wrapped around his waist, who has just finished with his shower. Hes holding a phone in his hand. ZANDER You cant be serious. He wipes the fog off the mirror, revealing his reflection. ZANDER (CONTD) Well, then tell Fisk I find his offer insulting, and if he-- Dont be stupid! Youve seen what the weapon can do, and Im giving you a chance to own one! You know the price! This isnt a negotiation! He walks out of the bathroom.

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INT. ZANDERS OFFICE Zander walks into his office, which has become quite a lot fancier since we last saw it 12 years ago. ZANDER Yes! Thats why theyre numbered! You can have as many as you want! Strike that, as many as you can afford. Suddenly, a soldier bursts through the door. SOLDIER Sir! ZANDER What? SOLDIER Its X-23. Shes escaped. Zanders eyes open wide. ZANDER Ill call you back.

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INT. EMBRYO ROOM We see a SCIENTIST overlooking the embryos and taking notes about their development. SCIENTIST Specimen X-47, generational week sixteen... 203 grams. He moves closer to one of the embryo tanks. SCIENTIST (CONTD) 13 centimeters... Aww, it mov-Suddenly, the edges of two claws show up sticking out from his forehead, indicating that X-23 has impaled him from behind. The camera pans out to reveal the girl, who quickly retracts her claws, letting the scientist fall down. She places the backpack on the floor and quickly starts taking something out of it - plastic explosive. Carefully, she puts some on each and every single embryo tank, then connects them all with wires. Finally, she sets up her digital timer to serve as a detonator. Its screen shows that there are 15 minutes remaining. Thats when the door is breached, and at least seven soldiers walk in, all aiming their guns at her.

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SOLDIER Dont move, X-23! Dont even breathe, or I swear-Without saying a word, X-23 extends her claws and lunges at the soldiers. Some of them open fire, but the bullets dont even touch her. The little girl starts killing them all, one by one, using every claw she has. The soldiers are panicking, some of them try to flee, but its useless. In just a few short seconds, the room becomes a bloody mess. 97 INT. MORRIS BEDROOM Zander and one of his soldiers quickly open the door to a bedroom. ZANDER Morris! Have you seen X-23?!? The next shot reveals an old man lying on his back in the bed, with a bloody wound in his chest, right where his heart is. ZANDER (CONTD) Guess thats a yes... SOLDIER W-why would she do this?!? ZANDER Get to the embryo chamber! Quickly! Zander turns around and walks out, followed by the soldier. 98 INT. EMBRYO ROOM The soldier enters the embryo room by himself. There is no sign of Zander anywhere. As soon as he sees the massacre, with X-23 standing right in the middle of the pile of bodies, he gasps and his eyes widen. SOLDIER Oh, my God! X-23 looks up at him and squints her eyes. 99 EXT. BORDER We cut to a snowy field, with a forest in the back. Theres a small security booth which acts as the border between the facility and the outside world.

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The security guard there is dead, lying on the ground just outside the booth, with the snow around him turned red. We see that Sarah is standing right next to him, with a smoking gun in her hands. She puts the gun down, then looks at the timer mounted on her own wrist, which shows that only seven more minutes remain until the rendezvous. SARAH Come on... Come on... 100 INT. ZANDERS OFFICE X-23 kicks the door open and enters Zanders office for a final confrontation. The room is empty and completely dark, indicating that theres nobody there. The girl slowly steps forward while looking all over. She has prepared her claws, ready to strike the moment she sees him. X-23 sniffs up in the air a few times to catch his scent. Her eyes open wide. She turns back, but its too late. Zander, who has been hiding behind the door the entire time, shoots her down. X-23 falls on the floor as blood starts pooling around her. ZANDER You stupid animal! He walks forward, with a confident smirk on his face, and places the gun straight at her forehead. ZANDER (CONTD) Didnt we teach you better than that? X-23 Yes. Without skipping a beat, X-23 brings her leg up and extends her foot claw, then swings her foot at the gun, cutting it in half alongside Zanders trigger finger. The man howls out in pain and drops the remains of his pistol, then grabs a hold of his bleeding hand. ZANDER Ahh... Ill kill you... Ill kill you... X-23 approaches him, with her claws prepared to strike. Her hands are trembling slightly from the anticipation. Shes been looking forward to this for a long, long time. Suddenly, the girl retracts her claws. ZANDER (CONTD) Ill kill--

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Without a warning, X-23 punches Zander straight in the face, breaking his nose and sending him back. Then, she swings and hits him again, this time in the stomach. And then she does it again. And again. The little girl vents out all her builtup rage on him, hitting him over and over. His face and body start bleeding, but she doesnt stop. X-23 has gritted her teeth, and her face is only comparable to the one she makes while being affected by the trigger scent. Finally, Zander falls down on the floor, his once handsome face now a broken, swollen mess. The girl places her foot on his throat, preparing to finish him off. He chokes up, but is too weak to do anything about it. 101 EXT. BORDER Sarah looks at her digital timer - only three minutes remain until the deadline. SARAH Come on... Come on... Where are you? 102 INT. ZANDERS OFFICE We cut to X-23, who has started kicking Zander in the stomach and chest violently. A few loud cracks indicate that she has broken his ribs. The little girls clothes are stained by Zanders blood, as is the floor around them. She continues kicking him for a few seconds, then pushes him with her foot so that he turns around and lays on his back. The faint noises hes making indicate that hes still alive. X-23 reaches underneath her shirt and pulls something out - Dale Rices old dog-tags. She takes them off her neck and throws them at Zander, then turns around and leaves the room. 103 INT. EMBRYO ROOM We get a close-up of the digital timer inside the embryo room, which shows that there are only 30 seconds left until detonation. 104 INT. MAIN GATE The facility is now completely empty, as everyone in it safe for Zander and X-23 is either evacuated or dead. The little girl is walking calmly towards the main gate, which has been left wide open by the escaping soldiers.

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105

EXT. MAIN GATE X-23 makes her way out just in time. The entire facility blows up behind her, as a result of a chain reaction triggered by the plastic explosive placed in the embryo room. The little girl takes one last look at the place that destroyed her life, then starts running forward towards the forest in front of her.

106

EXT. BORDER Sarah looks at the smoke coming out from the woods, with concern in her eyes. She glances at the digital watch, where the time has already elapsed. SARAH No... She looks back up towards the forest, not sure about whether her daughter is alive or dead.

107

EXT. FOREST X-23 is running through the dense forest. The thick snow on the ground is making it difficult to move, but regardless, her pace is good. There is no sign of Sarah or the border at all - the only thing X-23 sees in the vicinity are trees. Suddenly, a large arrow comes out of nowhere and pins the girl to a tree through the stomach. She gasps from surprise and pain, then looks towards the direction it came from. Kimura shows up from behind a tree, with a crossbow in her hands. KIMURA Aww, were you seriously going to leave without saying goodbye? How rude of you! X-23 is shocked. The worst possible scenario has just come true. She knows theres no way to harm Kimura, but unless she does something, shes going to kill Sarah. With despair in her eyes, X-23 begins trying to pull the arrow away, but another one lands in her right shoulder, making her arm useless. The girl bites her tongue to stop herself from screaming. KIMURA (CONTD) Chatty as ever, I see. Well, it was a nice try, X, but Im taking you back in. Who knows, they might even build you a fancier cell in the new place!

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X-23 looks Kimura over. Her eyes focus on the gun holstered on the womans hip. The little girl looks at the arrows sticking out of her while Kimura loads another one into the crossbow. X-23 comes up with a plan, then closes her eyes, knowing full well that its going to hurt a lot. Screaming, she starts pulling herself off the arrows, tearing her skin and muscles apart. KIMURA (CONTD) What are you doing? X-23s entire body is shaking. She takes yet another step forward, finally breaking free from the arrows. As quickly as she can, she lunges forward and grabs the gun from Kimuras hip with her left hand, then points it at her. The woman laughs. KIMURA (CONTD) Ah, come on, X! You know full well that you cant hurt me! X-23 catches her breath as her wounds start healing. X-23 I know. Without a moment of hesitation, the girl points the gun in the air and empties the magazine, then throws it away and starts running in the opposite direction. KIMURA Oh, no, you do-Kimura attempts to chase after her, but a sudden loud noise behind her makes her stop and turn around. A giant snowslide is quickly approaching, triggered by the loud noise of the gunshots. Kimura gasps and turns around. X-23 is already far in the distance. The woman tries to chase after her and outrun the slide, but its useless. Just seconds later, the snow covers her completely. 108 EXT. BORDER Sarah sighs sadly and looks down, absolutely sure that her little daughter didnt make it. She leans down and takes the backpack she had placed on the ground, then turns around and begins walking away, with tears in her eyes. Suddenly, the loud growling of the landslide makes her turn around again. She starts breathing heavily, wondering whether that landslide meant the girl is alive or dead. Sarah keeps staring at the horizon, holding her breath. Just a few seconds later, X-23 shows up, walking slowly towards her mother. Sarah laughs happily and wipes her tears away.

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SARAH Thank God... X-23 smiles faintly as she keeps walking forward. Sarah extends her arms, inviting her into a hug. But suddenly, X-23 stops dead in her tracks. She sniffs a few times in the air and growls out. SARAH (CONTD) W-whats wrong? The girl raises her head and looks at Sarah, then growls once again. 109 INT. ZANDERS OFFICE The screen is covered by a gray filter, indicating that were watching a flashback. We see Zander, with a smirk on his face, pulling out a vial labeled TRIGGER - the same one he used to kill Tanaka with, and putting some of it on his fingertips. 110 INT. EMBRYO ROOM The scene where Zander and Sarah are talking inside the embryo room plays out once again, but the screen is still covered by the filter. Zander gently touches Sarahs hair with his fingers. ZANDER Youre out. Tonight. Go see your pet one last time. 111 EXT. BORDER Back in the present, X-23 extends her claws. Sarah gasps, suddenly realizing whats going on. With a battlecry, X-23 lunges straight at her mother, pointing her claws at her. The screen cuts to black, followed by a few seconds of silence. SARAH Laura... The screen fades back in, revealing X-23s face, with a few splashes of blood on it. She looks down and witnesses the horrible view - Sarah is lying in a pool of blood, her chest torn apart and her eyes filled with tears. X-23 gasps starts trembling once she realizes what shes done.

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SARAH (CONTD) Your name... Is Laura... Sarah coughs up blood and gently raises her hand. X-23 starts sobbing quietly as tears begin running down her cheeks. She gently takes her mothers hand in her own. SARAH (CONTD) My Laura... X-23 No... Please... SARAH I love... Sarahs eyes fade away, and her hand slips out of X-23s. The little girl gently lays her head on her mothers chest. X-23 Please... Dont leave... It starts snowing. X-23 (CONTD) Please, dont leave me... The camera shifts to reveal Sarahs backpack, now torn up, with its contents spilling out on the floor. Aside from the documents and the passport, inside were also the pages from Pinocchio that Sarah used to read to X-23 as a child. Screen fades to black. Credits roll. 112 INT. CLASSROOM After the credits, we get a scene of a rather ordinarylooking classroom. Inside is only Megan, now 14 years old, with shoulder-length blond hair and dressed in typical gothic clothes, is putting her books back in her bag. The door opens, revealing JUSTON, 16, with brown hair and dressed in a green shirt, with a white sweater underneath. JUSTON Excuse me... Are you Megan? She turns towards him. MEGAN Oh, hey! Youre that kid from TV, arent you? Juston, was it?

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Juston sighs and looks to the side, obviously not too comfortable with being recognized. JUSTON Uh... Yeah. MEGAN So, whats up? JUSTON Well, theres this girl looking for you. She claims shes your cousin. Megan keeps still for a second. MEGAN What? Juston looks back, then steps inside and moves away. We see somebody else enter the room. Its X-23, now 14 years old.