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Products of Destruction
by Orbin Walcott (orbinwalcott@yahoo.com)

Rated: R   Genre: Science Fiction/Fantasy   User Review: ***1/2
A greedy corporation, a sieging military, and a superhuman runaway. A young thief tries to discover her connection to these three elements while fighting a conspiracy in a future dystopia. A Sci-fi Action/Thriller and first part of a trilogy.


This screenplay is copyrighted to its author. All rights reserved. This screenplay may not be used or reproduced without the express written permission of the author.



PRODUCTS OF DESTRUCTION

FADE IN:

INT. CORRIDOR - NIGHT
                                                            
We're inside the whitewashed corridor of an industrial
building, staring at a door when suddenly a YOUNG WOMAN,
WITH A BRUISED FACE AS IF FROM A FIGHT, BURSTS through
moments later. This is ROXIE WARNER, early-20s, a girl with
an unconventional beauty to her despite her tomboyish looks
and street-smart sense of style. We notice a small TATTOO of
a chess piece on her arm, a QUEEN.
                                                            
Built like an athlete, Roxie runs through the corridors as
if for dear life, frantically looking for a way out as a
group of PMCs (Private Military Contractors), wearing suits
and holding PISTOLS, pursue her.
                                                            
                       SUIT #1
FREEZE!!
                                                            
Roxie continues running as the suits OPEN FIRE, narrowly
missing her head as she ducks under the bullets.
                                                            
                       SUIT #1
      (on earpiece)
She's heading for the stairs!
                                                            
The suits continue chasing Roxie as she BURSTS through
another door.
                                                            
INT. EMERGENCY STAIRS
                                                            
The number on the wall indicates that Roxie's on the 90th
floor of the building she's in.
                                                            
On the door, we also see the logo of this building which is
a capitol letter A with a capitol letter I running down
through it and under the logo, the words "ASTOR
INCORPORATED". Roxie runs upstairs.
                                                            
At the 95th floor, she finds a lone PMC listening through
his earpiece, and with his back turned. She creeps up to him
just as he turns around:
                                                            
                       SUIT #2
      (drawing pistol)
Hey -- !
                                                            
Roxie disarms him in one lightning-fast combo, knocking him
out. She picks up his gun and heads through the door.
                                                            

2.

INT. ASTOR INCORPORATED, ATRIUM
                                                            
The atrium is beautifully decorated with numerous couches,
flora, and even a fountain nearby. There are also large
windows giving us a view of the METROPOLIS-LIKE CITY at
night.
                                                            
There is another group of PMCs in the atrium when Roxie
heads inside. The sound of the door opening arouses the
attention of the PMCs as they look towards her way; Roxie is
slightly stunned by the discovery.
                                                            
The PMCs begin to OPEN FIRE as Roxie DASHES and SLIDES
towards cover behind a couch. She crawls towards cover
behind one of the plants inside concrete pottery and returns
fire.
                                                            
Then, Roxie notices a FIRE EXTINGUISHER on the wall in front
of her; she grabs it and tosses it towards her enemies. The
PMCs are confused until Roxie shoots it, causing the
canister to EXPLODE and blind them.
                                                            
She quickly jumps over cover and uses this advantage to
fight the PMCs. Roxie quickly takes them all down, about 12
PMCs in total, using an impressive display of martial arts
moves.
                                                            
After the fight, more PMCs arrive and Roxie's on the move
again; she BURSTS through another door.
                                                            
INT. CONNECTING BRIDGE - NIGHT
                                                            
Roxie makes her way into a connecting bridge between
buildings. She finds an ATTACK HELICOPTER hovering into
position and quickly SPRINTS towards the opposite end as it
unleashes a HAIL OF GUNFIRE at her. Roxie continues evading
the gunfire as she runs towards the door and DIVES through
it.
                                                            
INT. ASTOR INCORPORATED, LOBBY
                                                            
As Roxie runs inside, the helicopter continues firing at
her. She bursts through another door.
                                                            
INT. HALLWAYS
                                                            
There are 2 more PMCs inside when Roxie runs in. She quickly
WALLRUNS then leaps off to KICK the second PMC farthest from
her. The first PMC SWINGS at Roxie, but she ducks under to
SWEEP KICK him. She continues running through another door:
                                                            

3.

                       SUIT #3
      (on earpiece)
She's heading for the roof!
                                                            
INT. STAIRWAYS
                                                            
Roxie continues upstairs having lost the PMCs. She heads all
the way to the top and through the door.
                                                            
EXT. ASTOR INCORPORATED, ROOFTOP - NIGHT
                                                            
Roxie bursts through the door, making her way onto the roof.
She PANTS as she looks around, finding herself to be alone
now. She goes over to the edge, looking down then ahead --
thinking of a plan.
                                                            
Roxie then backs away towards the door, stopping halfway.
She closes her eyes and takes a deep breath, giving second
thought to her idea.
                                                            
                       ROXIE (VO)
My name is Roxie Warner. And to
make sense of all this, I need to
take you back to the beginning...
                                                            
Suddenly more PMCs BURST through the door:
                                                            
                       SUIT #3
Stop right there!!
                                                            
Roxie opens her eyes, now decisive, and SPRINTS towards the
edge; she LEAPS off.
                                                            
                       ROXIE (VO)
... Starting now.
                                                            
As Roxie leaps in mid-air, the action quickly REWINDS.
                                                            
DREAM SEQUENCE
                                                            
INT. UNDERGROUND ROOM
                                                            
The room is dim-lit when we hear the sound of electricity
CRACKLING (OS), and a woman being SHOCKED, then:
                                                            
                       ROXIE
      (panting)
... Hit me again.
                                                            
Reveal: LINCOLN DAWES, 40, an African-American male with a
strong, authoritarian presence -- Roxie's mentor. He's
holding a STUN GUN in his hand as Roxie is bracing herself
onto something to hold her up; she looks like hell.
                                                            

4.

                       LINCOLN
Roxie, are you sure you wanna keep
doing this? It doesn't feel right.
                                                            
                       ROXIE
Look, if I can really withstand
huge amounts of pain, then I wanna
test my limits --
                                                            
                       LINCOLN
Yeah, but we're already at a
hundred volts! Not to mention that
you've already tried fire, acid,
bullets, and falling -- enough is
enough!
                                                            
                       ROXIE
Lincoln, you have to trust me. Now
do it.
                                                            
                       LINCOLN
      (beat; sighs)
Last one.
                                                            
He reluctantly walks up to her and SHOCKS her again;
surprisingly, she is able to withstand it.
                                                            
END DREAM SEQUENCE
                                                            
INT. ROXIE'S BEDROOM
                                                            
SUPER - THREE DAYS AGO
                                                            
It is mostly disheveled in this windowless room as Roxie
wakes up from her dream in a cold sweat; the only source of
light at the moment is creeping in through a vent nearby.
She sits up in her bed, looking around for a moment when she
suddenly begins to clutch her head from a migraine. Roxie
reacts to the pain, grunting:
                                                            
FLASHCUT
                                                            
SMALL CHILD'S POV
                                                            
Our vision's slightly distorted as we look around inside a
WHITE ROOM of what could be part of a testing facility. A
SCIENTIST-TYPE in a lab coat approaches us; he's a kind man
of about 50 years old. He picks us up:
                                                            
                       SCIENTIST
      (smiling)
Hello, Roxie. How's my favorite
girl doing?
                                                            

5.

We look to the side, seeing other rooms through LARGE GLASS
PANES, all with more SMALL CHILDREN inside of various ages.
                                                            
BACK TO SCENE
                                                            
The pain finally leaves Roxie. She sits up, panting for a
moment before walking up to a small table nearby, flicking
on a light switch as she passes it. There is a PEN and a
DIARY on it; she sits down and opens the diary:
                                                            
INSERT - ROXIE'S DIARY
                                                            
She scrolls through numerous entries in the diary, but we're
able to see a few of them -- most notably the dates:
"January 18th, 2013; October 4th, 2016; April 10th, 2021".
She lands on a blank page, writing in the date: "June 24th,
2021".
                                                            
BACK TO SCENE
                                                            
Roxie begins jotting down her thoughts:
                                                            
                       ROXIE (VO)
Dear Diary, I just had a weird
dream. Linc and I were in a dark
room, right here in the pits, and
I was telling him to shock me with
a taser. Apparently I was
impervious to the pain. Also, I
just had another one of those
"migraine visions"; this time I
was a little kid in a white room.
My dad came in wearing a white
coat and smiled at me. He called
me his "favorite girl" and picked
me up. I was able to see some more
kids in the rooms next to mine.
Was there something going on
there?
                                                            
Roxie finishes the entry then closes the diary.
                                                            
INT. THE F.R.O.G. PIT
                                                            
Home of the F.R.O.G.s(Free Runners Opposing Governments),
the F.R.O.G. Pit is it's own underground city with numerous
shanty town-style homes spread across, a "town square" in
between, and a huge obstacle course off to the side of the
area. From the looks of it all, one can say that the pit
serves as a sort of utopia for the forgotten ones.
                                                            
Now with a change of clothes, Roxie walks through the
"streets" of the pit, passing by some of the residents:
                                                            

6.

                       ROXIE (VO)
We are F.R.O.G.s. "Free Runners
Opposing Governments". And this is
our home.
                                                            
                       MALE F.R.O.G.
      (nodding)
Wassup, Roxie?
                                                            
                       ROXIE
Hey.
                                                            
                       ROXIE (VO)
We're thieves, stealing from
whomever we can, to maintain the
struggle to live in Metro City.
                                                            
Roxie passes by some CHILDREN playing, a girl takes notice
and smiles.
                                                            
                       LITTLE GIRL
      (smiling)
Good morning, Roxie.
                                                            
                       ROXIE
      (smiling)
Good morning, Sweetie.
                                                            
                       ROXIE (VO)
We never chose this lifestyle --
it chose us. Some call us
criminals, but we...we call it
surviving.
                                                            
Roxie makes her way over to the obstacle course, where
Lincoln is standing outside, holding a STOPWATCH as he
watches a male F.R.O.G. running the course and doing quite
well. Call him NATHAN, 21 and in great shape.
                                                            
                       ROXIE
Good morning, Linc.
                                                            
                       LINCOLN
'Morning, kid. Sleep well?
                                                            
                       ROXIE
Not really. 'Had a dream where you
was shocking me with a taser...
and I was making you do it.
                                                            

7.

                       LINCOLN
      (chuckles)
Sounds to me like you gotta lay
off those spicy foods, Rox.
                                                            
                       ROXIE
      (chuckles)
Yeah, that'll be the day. Anyways,
I just had another migraine.
                                                            
                       LINCOLN
What'd you see this time?
                                                            
                       ROXIE
I dunno. I was a little kid in a
white room, and this scientist
picked me up and smiled at me. And
I remember seeing some other kids
in similar rooms. I wrote it in my
diary.
                                                            
                       LINCOLN
Good.
                                                            
Lincoln stops the clock as Nathan finishes his run.
                                                            
                       NATHAN
      (panting)
How I do, Linc?
                                                            
                       LINCOLN
      (checking
       stopwatch)
Uh...two minutes and fifteen
seconds! Not bad, Nathan!
                                                            
                       ROXIE
Two minutes? Are you kidding me,
Linc? I can do better than that!
                                                            
                       LINCOLN
Oh really?
                                                            
                       ROXIE
Yeah! Matter of fact, who holds
the current record?
                                                            
                       LINCOLN
That'll be Alyssa, with ninety
seconds.
                                                            

8.

                       ROXIE
Well, today I'm gonna break that
record.
                                                            
Nathan joins them:
                                                            
                       NATHAN
What's goin' on?
                                                            
                       LINCOLN
Roxie thinks she can beat Alyssa's
record.
                                                            
                       NATHAN
I'd like to see that.
                                                            
                       ROXIE
      (grinning)
Then watch and learn.
                                                            
She heads to the start of the course, which consists of many
jumps, swings, shimmying, and, of course, running. Roxie
warms up as Lincoln gets ready to start the clock.
                                                            
                       LINCOLN
Ready, Rox?
                                                            
                       ROXIE
Yeah, come on!
                                                            
                       LINCOLN
Alright, go!
                                                            
Roxie takes off, hurdling over some barriers. She running
the course quite fast, not in an exaggerated sense, but
twice as humanly possible and showing some finesse while at
it. Lincoln stops the clock as soon as Roxie finishes her
run, and he and Nathan seem stunned by the results.
                                                            
                       NATHAN
Holy shit! Tell me that isn't
real!
                                                            
                       LINCOLN
      (surprised)
I'm afraid it is, Nate.
                                                            
                       ROXIE
      (to Lincoln)
What's my time?
                                                            

9.

                       LINCOLN
      (impressed)
You did it, kid -- sixty seconds
flat!
                                                            
                       ROXIE
Yes!!
                                                            
Roxie comes down from the course.
                                                            
                       ROXIE
Whew! All that running made me
hungry. I'm heading up for food.
                                                            
                       LINCOLN
Alright, see you when you get
back.
                                                            
They all part ways.
                                                            
 
EXT. METRO CITY, ROOFTOPS - DAY
                                                            
SUPER - METRO CITY, 2021
                                                            
We get a VIEW of the dystopia that is Metro City; a
skyscraper-filled city of despair, reminiscent to New York
City. There's numerous ADS AND BILLBOARDS with the Astor
Industries logo on it, showing that they do indeed control
just about everything in Metro City.
                                                            
There is also police everywhere, monitoring everything
that's happening whether it's right or wrong. While this
world may be set in the near-future, nothing is quite as
futuristic as one would expect; there are no flying cars
here, no robots -- nothing stereotypical just the look of
the city itself.
                                                            
Roxie, carrying a MESSENGER'S BAG, is RUNNING, making her
way from rooftop to rooftop, trying to stay out of sight.
                                                            
                       ROXIE (VO)
Metro City, the "American
Nightmare" as I call it. Why?
Because, beneath the surface of it
all, everything is the stuff
dreams aren't made of. Crime is on
the rise, but I guess I had a hand
in that. Economy is down. And you
can't even sleep without feeling
like you're being watched. Would
you want to live here?
                                                            

10.

Roxie stops at a rooftop, resting for a bit when a fellow
female runner appears. This is ALYSSA, 25, beautiful and
cocky.
                                                            
                       ALYSSA
Hey!
                                                            
                       ROXIE
      (startled)
Oh shit!
      (realizing)
Alyssa, what the hell!
                                                            
                       ALYSSA
      (chuckles)
You're a little on edge, Rox!
Probably thought I was a cop.
                                                            
                       ROXIE
Playing like that can get you
killed.
                                                            
                       ALYSSA
Well, it doesn't hurt to have a
little fun. You're up early.
                                                            
                       ROXIE
Got hungry. You?
                                                            
                       ALYSSA
I'm just looking for something to
make my day. There's a burger
place a few blocks from here. Feel
like racing?
                                                            
                       ROXIE
      (grinning)
You do know I just beat your
course record by thirty seconds,
right?
                                                            
                       ALYSSA
Is that right? Well, I'm
impressed. But you're forgetting
something...
                                                            
                       ROXIE
Oh yeah, what?
                                                            
                       ALYSSA (cont'd)
      (smirking)
This is the real thing!
                                                            

11.

Alyssa SPRINTS off. Roxie chases after her as the girls race
across the rooftops; we follow them for a bit until we pass
them on our way to the two huge interconnected skyscrapers
in the middle of the city.
                                                            
This is the headquarters for Astor Incorporated and, on one
of the top floors, we see an old man staring at the city
through a window from inside a conference room.
                                                            
INT. ASTOR INCORPORATED, CONFERENCE ROOM - DAY
                                                            
The old man is RUTHERFORD ASTOR, mid-60s, the CEO of Astor
Industries. He's a powerful-looking man in his expensive
suits, who probably wouldn't think twice about getting rid
of someone, permanently.
                                                            
He turns his attention back to the other suits sitting at
the conference table -- a board meeting taking place.
                                                            
                       ASTOR
So, where are we in sales?
                                                            
With a CHART to display the current sales results is WESLEY,
mid-30s, Astor's assistant. Wesley is the archetypal
corporate suck-up that you'd expect to see in a building
like this one.
                                                            
                       WESLEY
      (clears throat)
Well, sir, so far sales have been
pretty good. Astor Airlines is up
five percent since last month,
while Astor Pharmaceuticals is up
thirty percent. This is mostly due
to that plague that spread a few
months ago.
                                                            
                       ASTOR
What about everything else?
                                                            
                       WESLEY
As far as food goes, Astor Cola
has done well so far.
      (chuckles)
It seems that every one in Metro
City can't get enough of it -- I
know I can't!
                                                            
                       ASTOR
Wesley, when you're done kissing
my ass, I'd like to continue with
business.
                                                            

12.

While everyone at the table chuckle at this, Wesley's
embarrassed:
                                                            
                       WESLEY
Right. Sorry, Mr. Astor. In the
weapons department, we haven't
done so well. Your international
buyers are saying that our prices
are "too high".
                                                            
                       ASTOR
"Too high"!? What do they think we
are, a thrift store?! We're the
country's leading weapons
manufacturer for Christ's sake!
                                                            
                       BOARD MEMBER #1
Yeah, but would it hurt to shave
off a few thousand dollars? I mean
like you said, this is the leading
manufacturer.
                                                            
                       ASTOR
      (beat)
Wesley, have everyone lower the
prices on the experimental weapons
only.
                                                            
                       WESLEY
Will do, sir.
                                                            
                       BOARD MEMBER #2
      (to Astor)
How's things with Project Diamond?
I've yet to hear of any results.
                                                            
                       WESLEY
Project Diamond's coming along as
planned. Our test subjects, so
far, are... adapting.
                                                            
                       BOARD MEMBER #1
Have you fix that one flaw yet?
                                                            
                       WESLEY
If by flaw, you mean our subjects'
vulnerability to gunfire? Then no
sir, not yet. But we're working on
it. As well as the migraines
caused by the serums.
                                                            

13.

                       BOARD MEMBER #2
How do you expect to create a
super-soldier when they can, not
only get a bad headache, but still
die so easily?
                                                            
                       ASTOR
Well, our biggest obstacle is
recreating one perfected product's
DNA. But, since Dr. Warner decided
to keep her from us, it's all a
game of chance now. But we are
working on it, right Wesley?
                                                            
                       WESLEY
As we speak, sir.
                                                            
                       ASTOR
And with that being said, I'll end
today's meeting.
                                                            
All of the board members begin to leave, while Wesley packs
up his stuff. Astor's cellphone RINGS, he answers it:
                                                            
                       ASTOR
      (into phone)
Rutherford Astor... Okay, I'm on
my way.
      (walking out)
Wesley, I'm heading out. Hold my
calls.
                                                            
                       WESLEY
Yes, sir.
                                                            
Astor leaves the room.
                                                            
EXT. MILITARY BASE - ESTABLISH - DAY
                                                            
This military base is far off in the middle of nowhere, far
from Metro City, the only place closest to it.
                                                            
The base is full of soldiers patrolling the area, when we
see an Astor Industries HELICOPTER land on a helipad. Astor
emerges out of it with some PMCs and is led inside the base.
                                                            
INT. UNDERGROUND FACILITY - MINUTES LATER
                                                            
Astor and the PMCs walk through WHITE HALLWAYS of an
underground facility filled with SCIENTISTS all throughout.
Upon approaching a door, he takes out an ID BADGE and scans
it on the card reader, gaining access to the next room.
                                                            

14.

EXT. TESTING ROOMS
                                                            
In another hallway, looking in on a large room with several
scientists inside is a man in a military uniform; this is
COLONEL ISAAC TRAXLER, late-50s, a no-nonsense Southern
military type that looks as intimidating as he truly is.
                                                            
Traxler seems pleased with what he is seeing which is a
shirtless, young male "product", as they're called here,
running on a treadmill as the scientists study his progress
through the various machines hooked up to him. Astor walks
in to the area:
                                                            
                       ASTOR
Colonel Traxler.
                                                            
                       TRAXLER
Rutherford.
                                                            
                       ASTOR
      (re: testing)
So, how're we doing?
                                                            
                       TRAXLER
So far so good. The product has
been exceeding expectations.
                                                            
INT. TESTING ROOM - SAME
                                                            
The product, CHARLIE, is focusing his attention on the
conversation taking place between Astor & Traxler as he
continues running. Charlie, early-20s, is good-looking and
in great shape due to the strict exercise regiments he's
always going through.
                                                            
However, his face always has a certain curious innocence to
it, probably from not experiencing the outside world
first-hand; his upper body has various SCARS on it, from
BULLET SCARS TO CUTS TO BURNS, all scattered throughout but
not in a hideous way. He also sports a five-digit number
TATTOOED on the back of his neck: 38541, and another of a
KNIGHT chess piece on his upper arm.
                                                            
EXT. TESTING ROOM
                                                            
                       ASTOR
Any news on whether Project
Diamond will reach the final
stages?
                                                            
                       TRAXLER
Let me guess: the suits' been
asking questions?
                                                            

15.

                       ASTOR
Well you know how it is, Isaac,
you feed these people one lie, and
they want more. Not too mention
that I'm getting anxious myself.
                                                            
                       TRAXLER
Question is: do you want it done
quick and have everything blow up
in our faces on the battlefield?
Or do you want it done the right
way?
                                                            
                       ASTOR
I'm not paying you to ask
questions, Isaac. If that was the
case, then I'd pay you less.
                                                            
                       TRAXLER
Might I remind you that Project
Diamond is not the only thing
you're paying me for, Astor.
Thanks to my PMCs, you're still
alive. And you managed to avoid
suspicion from President
Bloomsfield's secret service.
                                                            
FLASHCUT
                                                            
We get a glimpse of an African American president, MOSES
BLOOMSFIELD (45), in the middle of giving a speech to a
crowd. An assassin, high on a rooftop, aims down at the
president with a SNIPER RIFLE; he fires the shot that kills
him. Next, Astor is in a limo, getting the confirmation call
that Bloomsfield is dead.
                                                            
BACK TO SCENE
                                                            
From the looks of it, Astor hates being reminded of this but
knows this is all true. Traxler motions for the scientists
to end their session with Charlie.
                                                            
                       TRAXLER
Next time, don't tell me how to do
my job... and things will go
according to plan.
                                                            
Traxler walks away.
                                                            
INT. TESTING ROOM
                                                            
One of the scientists walks over to Charlie:
                                                            

16.

                       SCIENTIST
Okay, Soldier, we're done here.
                                                            
He gets off the treadmill.
                                                            
                       CHARLIE
May I go to my room now?
                                                            
                       SCIENTIST
Yes.
                                                            
Charlie is escorted out of the room by another scientist.
                                                            
EXT. GALAXY BURGER - ESTABLISH - DAY
                                                            
Galaxy Burger is one of the few well known fast food chains,
owned by Astor Industries. The sign is very recognizable as
it is essentially a GIANT HAMBURGER WITH THE RINGS OF SATURN
AROUND IT. There are various people entering and exiting
this big establishment.
                                                            
INT. GALAXY BURGER
                                                            
The space theme is very futuristic inside the large
building, which is filled with all kinds of people, eating
or just hanging out. There are numerous children playing
inside the large INDOOR PLAYGROUND. We can also see some
TEENS inside an arcade further inside.
                                                            
Roxie and Alyssa walk in to the building, scoping things
out.
                                                            
                       ROXIE
      (looking off)
So, you got any money?
                                                            
                       ALYSSA
      (scoffs)
You're kidding, right?
                                                            
                       ROXIE
Okay, that'll be a no. So, how do
we do this?
                                                            
                       ALYSSA
Pick your mark, Rox.
                                                            
                       ROXIE
      (looking around)
Hmm...
                                                            

17.

ROXIE'S POV
                                                            
She looks around for a bit, until she finds a huge FAT GUY
sitting by himself and eating his food.
                                                            
BACK TO SCENE
                                                            
                       ROXIE
How 'bout him? Fat guy at twelve
o'clock.
                                                            
Alyssa looks in his direction.
                                                            
                       ALYSSA
      (smirking)
I swear Roxie, sometimes you make
it too easy. What's the play?
                                                            
                       ROXIE
Uh... how about "The Lover and The
Fighter"? I'll be the fighter.
                                                            
                       ALYSSA
Let's do it.
                                                            
The girls split up as they walk towards the fat guy. Alyssa
approaches him first:
                                                            
                       ALYSSA
      (smiling)
Hello.
                                                            
                       FAT GUY
Uh... hi.
                                                            
                       ALYSSA
Has anyone ever told you that you
look like a young George Clooney?
                                                            
                       FAT GUY
      (smiling)
Well, once maybe, but you're just
being nice.
                                                            
                       ALYSSA
Oh no, I'm serious. I bet you've
been turning down girls left and
right, huh?
                                                            
                       FAT GUY
Uh... there has been a few, yeah.
                                                            

18.

                       ALYSSA
      (smiling)
Yeah, I bet!
                                                            
Roxie is now a few feet behind the fat guy, watching.
                                                            
                       ALYSSA
      (realizing)
Oh, I'm Aly, by the way.
                                                            
                       FAT GUY
      (getting up)
Nice to meet you, Aly, but
unfortunately I have to get going.
                                                            
                       ALYSSA
Really? Oh, that sucks!
                                                            
Roxie moves in now, walking past a group of teens that are
heading their own way. She uses this distraction to bump
into the fat guy and quickly snatch his wallet, hiding it in
her bag before he takes notice:
                                                            
                       ROXIE
      (to teens)
Hey, what the hell!? Why don't you
watch where you're going, asshole!
      (to fat guy)
I'm sorry, sir, are you okay?
                                                            
                       FAT GUY
Yeah, yeah, I'm fine. Don't worry
about it --
                                                            
                       ROXIE
It's just that you know how kids
are nowadays - they think they can
just bump into people like it's
the thing to do.
                                                            
                       FAT GUY
Really, it's okay -- no worries.
                                                            
                       ROXIE
Okay, well once again, I
apologize.
                                                            
                       FAT GUY
No problem. I gotta go.
                                                            
The fat guy leaves, dumping his trash on his way out.
                                                            

19.

                       ALYSSA
So, how we do?
                                                            
Roxie takes out the wallet and checks it:
                                                            
                       ROXIE
      (counting money)
Uh... about fifty bucks.
                                                            
                       ALYSSA
Not bad, I'm starving.
                                                            
                       ROXIE
How 'bout a Galaxy Burger and
fries, courtesy of George Clooney?
                                                            
They laugh on their way to the counter.
                                                            
INT. PROJECT DIAMOND FACILITIES, DINING AREA
                                                            
We see various young products of different ages and genders,
all wearing WHITE CLOTHING, inside an ultramodern dining
hall. There are some products in line for their meals, while
the others are sitting at round tables; all being supervised
by several scientists. Charlie is among those in line,
standing behind another product named ERIC, early-20s.
                                                            
                       ERIC
So, how was the session, Charlie?
                                                            
                       CHARLIE
Same as always: "Charlie do this,
Charlie do that" -- when does it
end?
                                                            
                       ERIC
Soon as we get picked.
                                                            
                       CHARLIE
For what, though?
                                                            
                       ERIC
That I don't know. Nobody does.
                                                            
                       CHARLIE
      (whispering)
I'm telling you, Eric, I think
there's something going on.
Earlier I saw Colonel Traxler
talking to that man in the suit.
                                                            

20.

                       ERIC
      (whispering)
Who, Rutherford Astor?
                                                            
                       CHARLIE
      (whispering)
Yeah. And I think something was
said that didn't sit well with
either of them.
                                                            
                       ERIC
      (whispering)
Oh come on, you're being paranoid!
                                                            
                       CHARLIE
      (whispering)
No, listen to me! Think about it,
maybe something went wrong or is
going wrong. I mean what happened
to those of us that have been
picked.
                                                            
                       ERIC
      (whispering)
I like to think that they went on
to live happier lives.
                                                            
They move up in line to get their food, which is pretty much
what they would serve at public schools, then continue on to
a table.
                                                            
                       CHARLIE
      (whispering)
Think what you want, but I say
something bad happened to them. I
mean some did say they would
contact us from outside. So, I
don't know about you, but I'm
getting out of here tonight!
                                                            
                       ERIC
      (whispering)
What? You're crazy, man!
                                                            
They take a seat at an empty table:
                                                            
                       CHARLIE
      (whispering)
Call it what you want, but that's
my plan and I've been working on
it for the last few months.
                                                            

21.

                       ERIC
      (whispering)
How do you expect to pull this
off?
                                                            
                       CHARLIE
      (whispering)
Come on, the army has been
training us for just about
anything there is! Let me worry
about that.
                                                            
                       ERIC
      (whispering)
Okay. But what're you gonna do
then?
                                                            
                       CHARLIE
      (whispering)
I've been hearing talks lately,
about a girl who escaped from here
-- supposedly the "perfect
product". A so-called "Queen", and
I'm gonna find her.
                                                            
                       ERIC
      (whispering)
Do you at least have a name? Where
would you look for her?
                                                            
                       CHARLIE
Her name's Roxie. And I'll look in
a place I keep hearing about:
Metro City.
                                                            
INT. GALAXY BURGER - LATER
                                                            
Roxie & Alyssa are sitting at a table, enjoying their meals.
While eating, Alyssa looks around the building and seems
disgusted with the fact that everyone seems to be enjoying
themselves.
                                                            
                       ALYSSA
      (thinking aloud)
You would think everyone's
compensating for something.
                                                            
                       ROXIE
What do you mean?
                                                            
                       ALYSSA
Take a look, Roxie, everyone's so
happy with themselves as if
they've forgotten what kind of
            (MORE)

22.

                       ALYSSA (cont'd)
shithole we live in!
                                                            
                       ROXIE
Alyssa, calm down. I mean, yeah,
Metro City is not the greatest
place in the world, but everyone
needs a form of escape. Even us.
                                                            
                       ALYSSA
Oh yeah, what do you escape to?
                                                            
                       ROXIE
      (sighs)
My diary.
                                                            
                       ALYSSA
I see. Well, I don't believe in
pretending.
                                                            
                       ROXIE
You don't have to.
                                                            
                       ALYSSA
      (beat)
You know, Rox, I've known you for
five years now and I still don't
know anything about you.
                                                            
                       ROXIE
My past is not something you wanna
know. Honestly, I don't think I
wanna know either.
                                                            
                       ALYSSA
Alright, if you say so.
                                                            
They continue eating.
                                                            
EXT. GALAXY BURGER - MINUTES LATER
                                                            
Roxie & Alyssa are walking out of Galaxy Burger when Roxie
is suddenly hit with another migraine; she reacts to it,
falling to one knee. Alyssa tries to help her.
                                                            
                       ALYSSA
      (concerned)
Roxie? Roxie, are you okay?
                                                            
                       ROXIE
      (grunting)
Ahhh!!
                                                            

23.

FLASHCUT
                                                            
ROXIE'S POV
                                                            
Her vision's a little clearer now as she's sitting in the
middle of a room, and playing with BABY TOYS. She looks up
to see the kind scientist from earlier as he approaches her:
                                                            
                       SCIENTIST
No one's gonna hurt you. I
promise.
                                                            
Roxie turns her attention to another scientist holding a
SYRINGE; he injects her with it. Roxie starts CRYING.
                                                            
BACK TO SCENE
                                                            
Roxie recovers from the migraine.
                                                            
                       ALYSSA
Rox, you okay? You almost gave me
a panic attack.
                                                            
                       ROXIE
      (panting)
Yeah...I'm okay. I gotta go.
                                                            
                       ALYSSA
Where -- ?
                                                            
Roxie RUNS across the street and into an alleyway.
                                                            
INT. ALLEYWAY
                                                            
Roxie climbs up a FIRE ESCAPE on the side of an apartment
building, making her way up to the rooftop.
                                                            
EXT. ROOFTOP
                                                            
Upon reaching the rooftop, Roxie sits down by the ledge,
feeling sad. She reaches into her bag and takes out her
diary, opening it up to find a SMALL PHOTOGRAPH.
                                                            
INSERT - PHOTOGRAPH
                                                            
Roxie, about age 10, is with the scientist from her visions,
only he's dressed casually since they're at a carnival. This
is her adopted father, DR. ROBERT WARNER. They both look
happy in the picture.
                                                            

24.

BACK TO SCENE
                                                            
Roxie begins to tear up as she looks at the picture,
remembering things.
                                                            
                       ROXIE
      (crying)
I miss you so much, Dad...
                                                            
She closes her eyes.
                                                            
FLASHBACK
                                                            
EXT. COUNTRYSIDE - ESTABLISH - DAY
                                                            
We see a small HOUSE among several other houses on the
beautiful countryside outside Metro City.
                                                            
INT. HOUSE
                                                            
The house is set up very nice, kinda like a house in a
catalogue. We see Young Roxie, around age 10, and Dr. Warner
in the kitchen, making lunch; He is cooking while she is
setting the table.
                                                            
                       ROXIE
Is this good, Daddy?
                                                            
                       DR. WARNER
That's excellent, Honey. Now go
wash your hands, before you eat.
                                                            
                       ROXIE
Okay.
                                                            
She heads off for the bathroom. Moments later, while
cooking, Warner hears something.
                                                            
Soon after, we begin to hear the faint sounds of helicopter
blades WHIRRING (OS). The sounds begin to slowly get louder
as Warner goes to a window to check it out.
                                                            
WARNER'S POV
                                                            
He sees an ARMY HELICOPTER landing in his yard and several
ARMED SOLDIERS stepping out of it, including Colonel
Traxler.
                                                            
BACK TO SCENE
                                                            
Warner shows concerns over this as Roxie returns to the
kitchen.
                                                            

25.

                       ROXIE
Daddy, what's that noise -- ?
                                                            
                       DR. WARNER
      (whispering)
Roxie, come here! Remember that
special place in your room?
      (she nods)
I want you to go there and hide,
and don't come out until I say so.
You hear me?
                                                            
                       ROXIE
Okay.
                                                            
                       DR. WARNER
Go now!
                                                            
She runs off while he heads over to a cabinet, reaching in
for a SMALL BOX. Warner opens the box, revealing a REVOLVER
AND SOME BULLETS; he loads the weapon and holsters it behind
his back, concealing it before heading outside.
                                                            
EXT. HOUSE
                                                            
Traxler and his men wait as Warner walks out of the house.
                                                            
                       DR. WARNER
      (to Traxler)
Can I help you?
                                                            
                       TRAXLER
Are you Doctor Robert Warner?
                                                            
                       DR. WARNER
Who wants to know?
                                                            
                       TRAXLER
I'm Colonel Isaac Traxler of the
United States Army. You're a hard
man to track down! And it's taken
me eight years to do it.
                                                            
                       DR. WARNER
      (concerned)
Who sent you?
                                                            
                       TRAXLER
Rutherford Astor, your... former
employer.
                                                            

26.

                       DR. WARNER
      (attempting to
       leave)
I'm sorry, I've no idea who you're
talking about. Good bye --
                                                            
                       TRAXLER
Ten years ago, you were one of the
first few scientists who began
work on Project Diamond. A secret
experiment conducted to create the
perfect soldier for battle.
                                                            
Warner lets his fear slip a little; Traxler smirks.
                                                            
INT. ROXIE'S BEDROOM - SAME
                                                            
Roxie is peering out the window, watching the conversation
taking place.
                                                            
EXT. HOUSE
                                                            
Traxler has Warner's full attention now:
                                                            
                       TRAXLER (cont'd)
While everyone was trying to
accomplishment that creation, you
had already succeeded.
                                                            
                       DR. WARNER
How do you know this?
                                                            
                       TRAXLER
You forgot that your files were
all encrypted in the database,
prior to your escape. Tell me,
Doctor, where is test subject
"Queen"?
                                                            
                       DR. WARNER
You won't find her here.
                                                            
                       TRAXLER
Is that so?
      (draws pistol)
I highly doubt that.
                                                            
Traxler aims his gun at Warner's head:
                                                            
                       DR. WARNER
If you kill me, you'll never find
her.
                                                            

27.

                       TRAXLER
And if I let you live, I still
won't find her. So, you're just as
useless to me alive as you are
dead.
                                                            
Warner suddenly reaches for his gun, but Traxler SHOOTS him
in the head, killing him.
                                                            
INT. ROXIE'S BEDROOM - SAME
                                                            
Roxie reacts to seeing her father murdered in cold blood,
trying to keep herself from making any noise that could give
her away.
                                                            
EXT. HOUSE
                                                            
Traxler holsters his pistol and turns to the soldiers:
                                                            
                       TRAXLER
Search the house! That girl's
here, somewhere.
                                                            
INT. ROXIE'S BEDROOM
                                                            
Roxie watches as the soldiers begin to approach the house.
She quickly heads over to her bed, opening up a SECRET DOOR
and heading under. She closes the door behind. We can hear
the soldiers STORM IN (OS).
                                                            
SERIES OF SHOTS
                                                            
A) The helicopters are taking off when Roxie is kneeling
down beside her father's body.

B) Roxie is now alone in the middle of Metro City as the sun
is setting.

C) It's nightfall when we see Roxie trying to sleep in an
alleyway; Lincoln finds her and offers her some food. She
leaves with him.

D) Roxie is a little older now, and training in martial arts
with Lincoln in the F.R.O.G. Pit. He seems impressed with
her dedication.
                                                            
EXT. ROOFTOP - PRESENT DAY
                                                            
Roxie opens her eyes now, remembering where she is. She puts
the diary and photograph in her bag, and runs off.
                                                            
 

28.

EXT. MILITARY BASE - ESTABLISH - NIGHT
                                                            
It's late in the night, with numerous soldiers patrolling
the perimeter.
                                                            
INT. PROJECT DIAMOND FACILITY, CHARLIE'S ROOM
                                                            
Inside, Charlie's windowless room has a very bland set-up:
there is simply a small bed off to a corner, a desk on the
opposite side, a toilet as well as a sink, and a chair. We
also can't forget the SURVEILLANCE CAMERA above the bed.
                                                            
At the moment, Charlie is simply lying on his bed when he
hears a pleasant FEMALE VOICE on the PA SYSTEM (OS):
                                                            
                       PA ANNOUNCER (OS)
It's ten o'clock, everyone;
meaning lights out. Good night.
                                                            
All the lights shut off. Charlie waits in his bed a few
moments as a scientist passes by; he then sits up in his
bed. Charlie reaches under the bed, pulling out a long METAL
ROD WITH A HOOK ATTACHED AT THE END. He holds it up to the
camera, pulling out the cable that provides the video feed.
                                                            
INT. SECURITY OFFICE - SAME
                                                            
There are two GUARDS in the office, having a conversation
when one of them notices one of the monitors going STATIC.
                                                            
                       GUARD #1
      (re: monitor)
Huh, that's weird.
                                                            
                       GUARD #2
What?
                                                            
                       GUARD #1
We just lost the feed in Knight's
room. I'm gonna go check it out.
                                                            
The guard leaves the office.
                                                            
INT. CHARLIE'S ROOM
                                                            
Charlie moves his bed and removes one of the TILES off the
floor, revealing an UNDERGROUND TUNNEL; he climbs down, and
moves the bed back over the hole before heading further.
                                                            
INT. UNDERGROUND TUNNEL
                                                            
From the looks of it, it seems that Charlie has spent a lot
of his free time making this tunnel as he crawls through it

29.

with ease. He continues on, eventually making his way out of
the tunnel.
                                                            
EXT. MILITARY BASE, PROVING GROUND - NIGHT
                                                            
Charlie emerges out of the tunnel and onto a proving ground,
which is essentially a wide open field used to test
experimental weapons.
                                                            
EXT. CHARLIE'S ROOM - SAME
                                                            
The guard arrives at Charlie's room; he looks through the
door's window only to find the room empty. He pulls out a
TWO-WAY RADIO:
                                                            
                       GUARD #1
      (into radio)
Code Red, Code Red!! Product 38541
has just escaped! I repeat:
Product 38541 has just escaped! I
need all guards to sweep the
perimeter, now!!
                                                            
The guard runs off as the ALARM SIRENS (OS) go off.
                                                            
EXT. PROVING GROUND
                                                            
Hearing the ALARMS (OS), Charlie runs off and hides within
some nearby bushes.
                                                            
CHARLIE'S POV
                                                            
He sees all of base's soldiers SCRAMBLING AROUND as they
look for him.
                                                            
INT. PRODUCT ROOMS - SAME
                                                            
Inside every room, which look similar to Charlie's, every
other product wake up to the noise, including Eric who now
realizes this is Charlie's doing.
                                                            
                       ERIC
      (thinking aloud)
He's really doing it!
                                                            
EXT. PROVING GROUND
                                                            
Amidst the chaos, Charlie finds an opening when most of the
soldiers head inside. He runs off towards some TRUCKS parked
in the middle of the base. He hides there.
                                                            

30.

CHARLIE'S POV
                                                            
He sees a lone guard, talking on a phone inside a booth by
the gate.
                                                            
INT. MILITARY BASE - SAME
                                                            
Traxler is walking through the hallways when he finds a
guard running in his direction.
                                                            
                       TRAXLER
What the hell is going on,
Soldier?!
                                                            
                       GUARD #3
Product 38541 has just escaped,
sir.
                                                            
                       TRAXLER
What!?
                                                            
                       GUARD #3
We're doing everything we can to
find him, Colonel, sir.
                                                            
                       TRAXLER
Round up all of the products;
we're going on lockdown!
                                                            
                       GUARD #3
      (saluting)
Yes, sir!
                                                            
The guard runs off, and Traxler is clearly furious now.
                                                            
                       TRAXLER
      (thinking aloud)
A goddamn repeat!
                                                            
EXT. MILITARY BASE
                                                            
As Charlie hides in between the trucks, waiting to make his
move, the guard leaves his post to join the search.
                                                            
Moments later, Charlie quickly runs in to the booth.
                                                            
INT. GUARD BOOTH
                                                            
Charlie enters the booth; he looks around for a moment until
he finds a CONTROL PANEL.
                                                            

31.

                       CHARLIE
      (to himself)
One of these has to open the
gate...
                                                            
He presses a button and the fifteen-foot-tall gate opens,
slowly.
                                                            
                       CHARLIE
Come on, come on...!
                                                            
INT. PRODUCT ROOMS - SAME
                                                            
There are guards entering all of the products' room just as
the lights come back on. The products wake up:
                                                            
                       GUARD #4
Get up, the colonel wants to see
you!
                                                            
The products do as they're told and are forcefully escorted
out.
                                                            
INT. BOOTH
                                                            
Charlie is clearly impatient now as he stares at the gate
while it opens. Finally it does and he gets out of the
booth.
                                                            
EXT. MILITARY BASE
                                                            
Charlie quickly runs out of the base. He leans against the
perimeter wall, hiding:
                                                            
                       CHARLIE
Where to now?
                                                            
He runs off into through the desert-like fields off the dirt
road, heading towards Metro City under the cover of night.
                                                            
EXT. METRO CITY - ESTABLISH - NIGHT
                                                            
We are now looking at the nightlife of Metro City, and it
doesn't look so glamorous.
                                                            
It looks almost exactly like how most urban settings would
at night: street gangs all throughout, prostitutes, people
in and out of nightclubs and bars, and junkies everywhere.
                                                            
INT. THE F.R.O.G. PIT
                                                            
Everyone is in somewhat of a festive mood tonight, with a
large BONFIRE in the middle of the pit's makeshift "town

32.

square". Roxie is off somewhere, sitting on a couch as she
writes down another entry in her diary. Lincoln approaches,
she notices while closing her diary:
                                                            
                       LINCOLN
      (sitting down)
Hey, kid.
                                                            
                       ROXIE
Hey.
                                                            
                       LINCOLN
You okay?
                                                            
                       ROXIE
      (nodding)
Yeah, why?
                                                            
                       LINCOLN
Alyssa told me you had another
migraine earlier. Wanna talk about
it?
                                                            
                       ROXIE
I wouldn't know where to start,
really. It's almost as if, I
dunno, like the visions are trying
to tell me something. In each one,
I keep seeing my dad.
                                                            
                       LINCOLN
Hmm.... Tell me, Rox, what did
your father do for a living?
                                                            
                       ROXIE
Far as I know, he was a farmer. He
did agricultural work where we
lived. But that's the weird thing;
in my visions, he's wearing a lab
coat and there's people running
experiments on me.
                                                            
                       LINCOLN
I see why you would question it.
      (beat)
I hate to bring this up, but you
said that your father was killed,
right?
                                                            
                       ROXIE
Yeah, by some officer in the Army.
                                                            

33.

                       LINCOLN
Any idea why?
                                                            
                       ROXIE
      (shakes her head)
I never knew. But my dad and I
moved a lot, and the officer said
it took him eight years to find
us.
                                                            
                       LINCOLN
      (sighs)
I wonder why...
                                                            
                       ROXIE
Yeah. Well, if you'll excuse me,
I'm going to bed.
      (getting up)
Good night, Linc.
                                                            
She walks off, leaving Lincoln with a curious look on his
face.
                                                            
EXT. ASTOR INCORPORATED - ESTABLISH - DAY
                                                            
It's early in the day when we're looking at the Astor
Incorporated building.
                                                            
INT. ASTOR INCORPORATED, ASTOR'S OFFICE
                                                            
Here we get our first look at Astor's office, which is about
the size of an elegant penthouse. Think Bruce Wayne's
apartment in "THE DARK KNIGHT": there are a pair of COUCHES,
a COFFEE TABLE in between, an AQUARIUM in the wall, a small
decorative WATERFALL, a BAR, a BOOKSHELF, and of course,
Astor's large desk where he does all of his work.
                                                            
Astor is sitting at his desk, talking on his cellphone. He
clearly seems unhappy with the news he is hearing as we can
hear Traxler's voice on the line:
                                                            
                       ASTOR
      (into phone)
How the hell could you let this
happen, Colonel!?
                                                            
EXT. MILITARY BASE, PROVING GROUND - DAY
                                                            
Traxler and his men have all the products lined up in front
of them, all of them looking scared as the soldiers are each
armed with AUTOMATIC WEAPONS. Traxler paces in front of them
as he talks on his cellphone.
                                                            

34.

                       TRAXLER
      (from phone)
I'm just as confused as you are,
Astor. But this Charlie kid... I'm
guessing he might've planned this
for a long time.
                                                            
INTERCUTTING
                                                            
                       ASTOR
But how?! We go through great
lengths to make sure these kids
never know anything about the
outside world!
                                                            
                       TRAXLER
Well, that right there is the
million dollar question. Look, I
have my guys here doing some
questioning. In the mean time, I
suggest that you get your PMCs to
look around on your end; Metro
City is closest to the base.
                                                            
                       ASTOR
Do you think he's come here?
                                                            
                       TRAXLER
      (smart-aleck)
Well, he sure as shit ain't in New
York!
                                                            
                       ASTOR
      (sighs)
Oh-Okay. Send me a picture of this
kid, and I'll have my men conduct
a city-wide search.
                                                            
                       TRAXLER
That's a good idea.
                                                            
                       ASTOR
      (worried)
Hey, Isaac? How much do you think
this kid knows?
                                                            
                       TRAXLER
      (beat; sighs)
Enough to wanna leave this place
for good. Let's try to find him
before he talks.
                                                            
Traxler hangs up.
                                                            

35.

INT. ASTOR'S OFFICE - SAME
                                                            
Astor hangs up and sits up in his chair, clearly not liking
where the situation could lead to.
                                                            
EXT. MILITARY BASE, PROVING GROUND
                                                            
Traxler continues pacing around for a few moments before
turning his attention to the scared products.
                                                            
                       TRAXLER
      (beat)
Last night, as you all now know,
one of your fellow products
decided to escape. How? I don't
know. And why is beyond me! I just
wanna know where he was heading.
                                                            
He waits for an answer but no one seems to want to talk.
                                                            
                       TRAXLER
      (grinning)
Oh, come on! We're all friends
here! Tell you what? If anyone is
willing to step up and talk, I'll
let you leave the program
immediately.
                                                            
All of the products look amongst each other, curious as to
who will talk. Then, Eric raises his hand; Traxler notices
him and approaches.
                                                            
                       TRAXLER
State your name and product
number, soldier!
                                                            
                       ERIC
My name is Eric, sir! Product
number 22315, sir!
                                                            
                       TRAXLER
And do you have something to tell
me, Eric?
                                                            
                       ERIC
Uh... yeah. Charlie told me he was
planning to leave, sir. He said he
was going to a place called Metro
City, to look for a girl named
Roxie. At first, I didn't believe
him but now I know he was telling
the truth, sir.
                                                            

36.

                       TRAXLER
Are you telling me the truth?
                                                            
                       ERIC
      (nodding)
Yes, sir.
                                                            
Traxler looks down for a moment, taking in the information.
Then, he walks away, passing a pair of soldiers:
                                                            
                       TRAXLER
      (to soldiers)
Kill him.
                                                            
The two soldier rush up to Eric as they aim their weapons.
                                                            
                       ERIC
      (noticing)
What? No, please -- !
                                                            
The soldiers ignore Eric's pleas and OPEN FIRE on him,
killing him in front of his fellow products... further
instilling fear in them. Traxler takes pleasure in watching
this.
                                                            
 
EXT. METRO CITY, COMMERCIAL DISTRICT - DAY
                                                            
It's a typical day in downtown Metro City; everyone is going
about their business of selling and buying merchandise, and
tending to shops. Shop keepers trying to find the next
customer to buy their merchandise, and street vendors just
trying to make a buck.
                                                            
Roxie walks among these citizens as she carries her
messenger's bag. She walks down these streets, with a
determined look as she casually looks around her
surroundings.
                                                            
                       ROXIE (VO)
Never steal from children. The old
saying "like taking candy from a
baby" never applies to us. We can
steal anything from anyone else,
but never from a child. They're
innocent.
                                                            
Roxie looks down to see a happy child playing a HANDHELD
VIDEO GAME. She continues on past the kid.
                                                            
                       ROXIE (VO)
If you're gonna steal something,
do it quick and do it quietly.
Keep it moving and blend in with
            (MORE)

37.

                       ROXIE (cont'd)
the crowd.
                                                            
Roxie moves with a group of people, passing by TWO MEN
having a conversation. She pretends to bump into the man
facing away from her, just enough to pick his pocket for his
wallet.
                                                            
The man never seems bothered by the gesture and continues
his conversation; Roxie continues walking, putting the
wallet in her bag.
                                                            
                       ROXIE (VO)
Never hurt anyone unless it's in
self-defense. Now this is always
hardest to follow because we
constantly find ourselves in a
fight, be it with the cops or
crooks. Of course, if someone hits
you, you gotta hit back.
                                                            
Next, Roxie passes by a HOT DOG STAND, where the vendor is
attending to a customer. When he turns his back, Roxie
quickly takes the TIP JAR and leaves, turning the corner and
into an alleyway.
                                                            
When the vendor turns back, he notices the jar is missing
and gets into a heated argument with his customer, which
then turns into a FIGHT. Two POLICE OFFICERS rush in.
                                                            
                       ROXIE (VO)
But one thing we always stress:
never kill anyone. It brings
unwanted attention. This is the
way of the F.R.O.G.: a strict code
of honor, we all live by.
                                                            
INT. ALLEYWAY
                                                            
Roxie runs into the alley and leans against the wall.
                                                            
She dumps the money out of the tip jar and into her bag,
where we're able to see it's contents: MORE MONEY, 3
WALLETS, 5 WATCHES, and of course, her diary.
                                                            
She smiles to herself:
                                                            
                       ROXIE
      (thinking aloud)
Not bad for a day's work!
                                                            
With a sense of accomplishment, Roxie leaves towards the
other end of the alley.
                                                            

38.

EXT. STREETS OF METRO CITY - LATER
                                                            
Elsewhere in Metro City, Charlie is walking among the
residents and looking like a fish out of water. He's not
exactly afraid, but rather keeping to himself.
                                                            
It's clear from his facial expression that this new world is
stranger than expected as he passes by some people who look
at his like an alien, and his white clothes aren't helping
him here.
                                                            
Finally, Charlie manages to stop an OLD WOMAN.
                                                            
                       CHARLIE
Excuse me, ma'am? Where am I?
                                                            
                       OLD WOMAN
Why you're in Metro City, of
course.
                                                            
The old woman continues walking along, while Charlie seems
stunned at his discovery. He looks up and around:
                                                            
                       CHARLIE
      (to himself)
Metro City...? So, where can I
find her?
                                                            
He keeps walking.
                                                            
INT. ASTOR'S OFFICE
                                                            
There's a group of PMCs -- or mercenaries as they're
commonly known -- standing side by side with Astor & Wesley
standing in front of them. There's about fifteen PMCs in
total here, all wearing suits, with Astor briefing them:
                                                            
                       ASTOR
      (to PMCs)
When I called Free World Security,
they sent you all here because
they believe that you're the best
on their roster. Now I have a
longstanding relationship with
F.W.S., so I trust their
judgement.
                                                            
                       BERKELEY
What's the contract?
                                                            

39.

Astor turns to THOMAS BERKELEY, early-to-mid-30s, a
good-looking, morally-strong man who looks like he's more
into getting the job done rather than getting paid. This
professional is in charge of the group of PMCs.
                                                            
                       ASTOR (cont'd)
On your handhelds, you've been
sent a photograph of your target:
Product number 38541. Also known
as Charlie.
                                                            
Each PMC is indeed holding a HANDHELD on which they're
looking at a picture of Charlie.
                                                            
                       BERKELEY
      (looking at
       handheld)
The target is a kid?
                                                            
                       ASTOR
I can assure you, Berkeley, that
Charlie is anything but a kid;
he's actually twenty-two years
old. And while he may seem young,
he's been trained by some of the
best men in the U.S. Army. So,
don't let yourself be fooled by
him.
                                                            
                       BERKELEY
Any special conditions we need to
follow?
                                                            
                       ASTOR
Yes. You will also be working with
Colonel Isaac Traxler and his men.
Under no circumstances are you to
interact with the target. He's a
wanted man and must be treated as
such; bring him back alive, or if
necessary, dead. Are we clear?
                                                            
                       BERKELEY
Crystal.
                                                            
                       ASTOR
Good luck, gentlemen.
                                                            
The PMCs take their leave as Astor heads to the bar. He
begins to pour himself a drink when Wesley approaches.
                                                            

40.

                       ASTOR
      (sighs)
How can the same shit happen to
the same people twice, Wesley?
                                                            
He takes a sip of his drink.
                                                            
                       WESLEY
It was just one little detail we
oversaw, sir. I mean, what were
the odds that another product
would think about escaping?
                                                            
                       ASTOR
Very high. You've been there,
you've seen what they do at
Project Diamond!
                                                            
                       WESLEY
      (thinking aloud)
Yeah, torturing children for
untapped power -- it's very
unsettling.
                                                            
                       ASTOR
      (sips his drink)
Which is why it's imperative that
we contain this situation, ASAP. I
have plans to run for governor
during the next election.
                                                            
                       WESLEY
Really, sir? And what will you do
then?
                                                            
                       ASTOR
What any politician would do:
improve his homestate by any means
necessary. Starting with the
impoverished.
                                                            
Wesley is wondering what exactly does Astor mean by that.
                                                            
INT. ASTOR INDUSTRIES, MAIN LOBBY
                                                            
As the PMCs make their way out of the building, another PMC
quickly walks up to Berkeley. This PMC is DOMINIC CERA,
early-30s, a hotshot Hispanic mercenary whose only in it for
the money.
                                                            
                       CERA
      (to Berkeley)
A quarter million for a kid?
That's not bad for a contract huh,
            (MORE)

41.

                       CERA (cont'd)
Tom?
                                                            
                       BERKELEY
I see you're only in it for the
money.
                                                            
                       CERA
Well, you gotta find a reason to
like a job like this. Just don't
think of me as greedy.
                                                            
                       BERKELEY
      (sarcastically)
Dominic, greedy? I wouldn't dream
of it!
                                                            
                       CERA
      (chuckles)
Yeah, screw you too. So, what do
you know of this Colonel Traxler?
                                                            
                       BERKELEY
He was my commanding officer, back
in Iraq. But he went AWOL last I
remembered, right after we found
Saddam's palace and all his
treasures. Kinda reminds me of
you.
                                                            
**AWOL: "Absent WithOut Leave (for those who don't know
yet)**
                                                            
                       CERA
      (grinning)
Hey, I'm offended! I haven't left
yet.
                                                            
                       BERKELEY
Yeah, well I wonder what's brought
him back.
                                                            
EXT. METRO CITY, COMMERCIAL DISTRICT
                                                            
Charlie is still on the streets, looking around the various
shops now. He stops by a FRUIT STAND with a middle-aged MALE
VENDOR.
                                                            
                       CHARLIE
I'll have an apple.
                                                            
                       VENDOR
Take whatever you'd like.
                                                            

42.

Charlie takes an apple just as Roxie approaches the stand.
Right when Charlie is about to bite into the fruit:
                                                            
                       VENDOR
Hey, hey! Aren't you gonna pay?
That's gonna cost you a dollar.
                                                            
                       CHARLIE
A... dollar...?
                                                            
                       VENDOR
Yeah, you know, money? Greenbacks?
                                                            
                       CHARLIE
Greenbacks...?
                                                            
                       VENDOR
      (taking apple)
You know what? If you're not gonna
pay then don't waste my time -- !
                                                            
                       ROXIE
      (noticing)
It's okay, sir. I'll pay for it.
And for a bottled water.
                                                            
She reaches into her bag for the money while the vendor gets
the water. Charlie seems pleased, like a child.
                                                            
                       CHARLIE
      (smiling)
Thank you so much, Miss.
                                                            
                       ROXIE
No problem.
                                                            
Roxie gets her water while Charlie gets his apple. He
extends his hand to her:
                                                            
                       CHARLIE
I'm Charlie.
                                                            
                       ROXIE
      (dismissing)
Yeah, whatever.
                                                            
She walks away, drinking her water, but Charlie follows
behind. As the two continue walking, it doesn't take long
for Roxie to feel his presence and stop. Charlie stops as
well, almost like a puppy. She turns:
                                                            
                       ROXIE
What do you want?
                                                            

43.

Charlie simply smiles very innocently, Roxie's not liking
this however.
                                                            
                       ROXIE
      (reaching into bag)
Look...
      (pulls out money)
Here's ten bucks. Take it and
leave me alone, okay?
                                                            
She hands him the money and walks away, but still, Charlie
follows and Roxie feels it.
                                                            
                       ROXIE
      (annoyed)
What the hell do you want?! I gave
you money! Now leave me alone, you
weirdo! Look, the train station's
that way!
                                                            
Charlie turns in the direction she's pointing at, and Roxie
uses this opportunity to run away. When Charlie turns back,
he's confused at her disappearance but goes his own way.
                                                            
EXT. STREETS OF METRO CITY - LATER
                                                            
We see various PMCs as they do reconnaissance work while
looking around for Charlie. Each one of them has an EARPIECE
on them.
                                                            
**Reconnaissance: military observation to locate an enemy**
                                                            
                       PMC #1
      (on earpiece)
No sign of the target.
                                                            
EXT. ROOFTOP
                                                            
Standing high above the city, Berkeley & Cera are watching
over their team. Berkeley seems contemplative however until
Cera breaks the silence.
                                                            
                       CERA
So what happened?
                                                            
                       BERKELEY
      (realizing)
Huh?
                                                            
                       CERA
You said the colonel went AWOL.
What happened?
                                                            

44.

                       BERKELEY
I was a Corporal in the Army
during the war in Iraq after
nine-eleven....
                                                            
SERIES OF SHOTS
                                                            
We see brief images as Berkeley details the events of his
story:

A) We see a LARGE CH-47 CHINOOK HELICOPTER flying over the
Iraqi desert. Inside are two small teams, about 8-10
soldiers, led by Traxler who is sitting at one end of the
aircraft. Berkeley is across from him, looking determined.
                                                            
                       BERKELEY (VO)
Two days after we'd captured
Saddam, my team was given the
order to clear out his palace for
any more high value targets. There
were two teams, one led by my
Sarge. The other led by Traxler
himself.
                                                            
B) The teams are clearing out Saddam Hussein's palace.
Taking whatever treasures they please; Berkeley seems
reluctant.
                                                            
                       BERKELEY (VO)
The place was empty, but Traxler
seemed intent on taking any
valuables he can get his hands on.
It didn't sit well with me, but
orders were orders.
                                                            
C) The Chinook is suddenly blown up as Berkeley's team heads
to it. Traxler shoots Berkeley's commanding officer in the
head, then he and his team locks Berkeley's team out of the
palace as Iraqi REBELS attack Berkeley and his men.
                                                            
                       BERKELEY (VO)
As my team and I were heading back
to the chopper, it suddenly blew
up. Soon after Traxler shoots my
CO in the head and then his team
locks us out of the palace. Next
thing I knew, my guys and I were
under rebel attack, and I'm
supposed to take over in Sarge's
place.
                                                            
D) While Traxler and his men escape via underground tunnel,
Berkeley and his remaining team struggle to fight off the

45.

attack. One of his men makes a frantic call for support but
is shot through the head soon after. Another man is killed
as well.
                                                            
                       BERKELEY (VO)
While my team fights off the
rebels, Traxler somehow escapes
and is never seen again.
                                                            
E) A friendly attack helicopter flies in, taking out the
rebels before landing. Berkeley and the last survivor of his
team board the aircraft. Berkeley's expression shows he
wants revenge.
                                                            
                       BERKELEY (VO)
Two men are killed under my
command before help finally
arrives, meanwhile Traxler gets
away with everything....
                                                            
BACK TO SCENE
                                                            
Berkeley & Cera are looking down with binoculars before they
look away from them.
                                                            
                       BERKELEY (cont'd)
But the question is why did he do
it?
                                                            
                       TRAXLER (OS)
      (beat)
When Astor said I'd be working
with PMCs, I figured I'd meet the
man in charge...
                                                            
The two PMCs turn as Traxler walks into the area.
                                                            
                       TRAXLER (cont'd)
Corporal Berkeley.
                                                            
                       BERKELEY
      (displeased)
Isaac Traxler.
                                                            
                       TRAXLER
You don't look too pleased to see
me, Thomas. And that's Colonel
Isaac Traxler, by the way.
                                                            
                       BERKELEY
You stopped being my colonel back
in oh-three.
                                                            

46.

                       TRAXLER
      (grinning)
You're not still upset over what
happened in Iraq, are you -- ?
                                                            
                       BERKELEY
You betrayed us, you son of a
bitch!! We were outnumbered in the
desert and you left us! It's a
miracle we even made it out!
                                                            
                       TRAXLER
I moved on to better things. Let's
face it, Iraq was getting us
nowhere.
                                                            
                       BERKELEY
I oughta kill you now!
                                                            
Berkeley makes an attempt to rush towards Traxler but Cera
stops him:
                                                            
                       CERA
Cool it, Berkeley! Focus on the
job. By the way, I'm Dominic Cera,
Tom's partner. I've heard a lot
about you.
                                                            
                       TRAXLER
      (sarcastically)
Nothing bad, I hope.
                                                            
Traxler laughs, and Cera can't help but go along with it.
                                                            
                       TRAXLER
Let's hope you don't lose that
temper on the job, Thomas.
                                                            
                       BERKELEY
      (beat)
Three good men died because of
you. Three of my friends. When
this is over, I'm coming after you
next.
                                                            
Traxler isn't intimidated as he leaves the area.
                                                            
                       JACKSON (OS)
      (on earpiece)
Jackson to Berkeley. Come in,
Berkeley.
                                                            

47.

                       BERKELEY
      (on earpiece)
Berkeley here. What's the
situation?
                                                            
EXT. STREETS OF METRO CITY - SAME
                                                            
JACKSON, a thirtysomething PMC, is on street-level. He's
looking at Charlie, who's walking a few yards in front of
him.
                                                            
INTERCUTTING
                                                            
                       JACKSON
      (on earpiece)
I have a visual on the target,
over.
                                                            
                       BERKELEY
      (on earpiece)
Copy that, Jackson. I want
everyone nearby to apprehend the
target immediately. But check your
fire! I repeat check your fire! We
want no civilian casualties!
                                                            
                       JACKSON
      (on earpiece)
Copy that.
                                                            
Jackson draws his weapon, a standard issue H&K USP PISTOL,
and quickly walks behind Charlie.
                                                            
EXT. ROOFTOP - SAME
                                                            
Cera & Berkeley draw similar weapons and quickly run
downstairs.
                                                            
EXT. STREETS OF METRO CITY
                                                            
Charlie stops as he gets ready to cross the street, then:
                                                            
                       JACKSON (OS)
Charlie!
                                                            
Charlie turns, but instead of seeing Jackson, he sees the
gun he's holding; he starts RUNNING.
                                                            
Jackson aims and FIRES, missing his shots as Charlie goes
around the corner; the crowds react:
                                                            

48.

                       JACKSON
      (on earpiece)
He's on the move!!
                                                            
Jackson chases Charlie through the crowded streets. However,
Charlie's twice as fast; he runs into a market.
                                                            
INT. MARKET
                                                            
Charlie runs through the market with two PMCs now behind
him. He dodges people, dropping stuff behind in hopes of
slowing his pursuers. Next, he SHOULDER-CHARGES his way
through the back door.
                                                            
EXT. ALLEYWAY
                                                            
Charlie BURSTS out onto an alley just as Berkeley and Cera
enter it. They open fire, but Charlie ducks under the
bullets. He runs out to the streets now.
                                                            
EXT. STREET
                                                            
As the chase continues, Charlie quickly JUMPS on the roof of
a passing car and onto a SCAFFOLDING on the side of a
building -- all in one fluid motion! He DIVES through a
window, and into the building. The PMCs look in disbelief
but quickly run into the building.
                                                            
INT. DEPARTMENT STORE, 2ND FLOOR
                                                            
Charlie lands inside a department store, surprising everyone
nearby. He gets up and continues running, but is cut off by
Berkeley and his group on his way to the escalators. Charlie
takes another route, dropping MANNEQUINS and throwing other
stuff at the PMCs. He heads for the emergency stairs.
                                                            
INT. EMERGENCY STAIRS
                                                            
Charlie JUMPS downstairs and heads out as the PMCs close in
on him.
                                                            
EXT. STREETS OF METRO CITY
                                                            
Back on the streets, Charlie continues running but two new
PMCs join the chase now. Along the way, he sees a fruit
stand and DUMPS everything on the ground before running
again. The two PMCs SLIP on the fruits and lose Charlie as
he turns into another alley a block away.
                                                            
INT. ALLEYWAY
                                                            

49.

Charlie is clearly tired now when he enters the alleyway,
but finds Roxie walking just ahead. He runs up to her,
surprising her again:
                                                            
                       ROXIE
Hey, look, I don't know what your
problem is but -- !
                                                            
                       CHARLIE
      (panting)
Help me... please!
                                                            
                       ROXIE
What's wrong with you?
                                                            
                       CHARLIE
There's some guys chasing me, with
guns!
                                                            
                       ROXIE
      (attempting to
       leave)
Then, I better not get involved.
                                                            
                       CHARLIE
      (stopping her)
Please, help me? I don't know
anyone else...
                                                            
                       ROXIE
      (beat; sighs)
Okay. I'll help you.
                                                            
Suddenly, another lone PMC, named WILLIAMS, shows up in the
alley. He aims his gun at Charlie:
                                                            
                       WILLIAMS
Freeze!!
      (on earpiece)
I got him!
                                                            
Williams runs.
                                                            
                       ROXIE
Come on!
                                                            
Roxie and Charlie run. She picks up a nearby TRASH CAN LID
and HURLS it at Williams, knocking him down just as Charlie
watches:
                                                            
                       ROXIE
      (to Charlie)
I hope you can keep up!
                                                            

50.

She SPRINTS past Charlie while he follows behind. They leave
the alley.
                                                            
EXT. STREET
                                                            
Charlie follows behind Roxie, keeping the pace as she JUMPS
onto a CAR then onto a BUS, and then onto the roof of a
small FLOWER SHOP. They climb higher up the FIRE ESCAPE of
the next building, heading towards the roof.
                                                            
INT. ALLEYWAY - SAME
                                                            
Williams gets back up just as Berkeley, Cera and another PMC
join up with him.
                                                            
                       CERA
What happened?
                                                            
                       WILLIAMS
I lost him.
                                                            
                       CERA
How?
                                                            
                       WILLIAMS
He met up with someone, a girl.
And the bitch hit me with a
garbage can lid!
                                                            
                       BERKELEY
You get a good look at her?
                                                            
                       WILLIAMS
Oh yeah. She was cute and slim --
dressed like a street punk.
                                                            
                       BERKELEY
Could you point her out next time?
                                                            
                       WILLIAMS
Yeah.
                                                            
                       BERKELEY
Good. We'll track 'em both. Let's
go.
                                                            
They leave.
                                                            
EXT. ROOFTOPS
                                                            

51.

Roxie & Charlie are running, JUMPING from rooftop to
rooftop. By the third rooftop, Charlie is suddenly hit with
a MIGRAINE. The pain drops him to one knee while Roxie stops
about 2 rooftops away, never noticing him.
                                                            
FLASHCUT
                                                            
We see Charlie being restrained by 2 soldiers inside a room
in Project Diamond. Traxler stands in front, with a TUB OF
WATER in between them:
                                                            
                       TRAXLER
You are property of the United
States government, and you will
serve your country!
                                                            
Charlie puts up a struggle, but the soldiers begin to DROWN
him.
                                                            
BACK TO SCENE
                                                            
Charlie recovers from the migraine and catches up to Roxie,
who's staring across at something. Reveal: a SUBWAY STATION
ENTRANCE.
                                                            
                       ROXIE
That's Temple Street Station. We
can lose them underground. Come
on.
                                                            
She climbs down a nearby LADDER and he follows behind her.
                                                            
INT. TEMPLE STREET STATION, PLATFORM
                                                            
The inside of this subway station looks like how a typical
New York City subway station would look, and it's not
glamorous.
                                                            
Roxie leads Charlie through the station, which isn't all
that full of people. She leads him all the way to the end of
the platform, where they jump down and continue through the
tunnel.
                                                            
INT. SUBWAY TUNNELS
                                                            
There's a noticeable (and uncomfortable) silence between
Roxie & Charlie as they walk through the tunnels. It lasts a
few beats until:
                                                            
                       CHARLIE
Uh... my name is Charlie, by the
way.
                                                            

52.

                       ROXIE
I know. I got it the first time.
                                                            
                       CHARLIE
But I never got yours.
                                                            
                       ROXIE
Roxie.
                                                            
Charlie is in somewhat disbelief, but laughs to himself; she
notices:
                                                            
                       ROXIE
What's so funny?
                                                            
                       CHARLIE
I'm looking for a girl named
Roxie.
                                                            
                       ROXIE
Any particular reason?
                                                            
                       CHARLIE
I'd rather not say until I find
her. No offense.
                                                            
                       ROXIE
None taken.
      (beat)
So, are you from around here?
                                                            
                       CHARLIE
No. It's my first visit.
                                                            
                       ROXIE
Um... do you have a place to stay?
                                                            
                       CHARLIE
      (shakes his head)
No.
                                                            
She stops walking. Charlie takes notice and stops too.
                                                            
                       ROXIE
      (beat; sighs)
Look... I normally wouldn't do
this, but it looks like you need
it. I guess you can stay at my
place until you can figure
something out. It's not great but
it's home, no less.
                                                            

53.

                       CHARLIE
      (smiling)
I'd like that, thank you.
                                                            
They continue walking.
                                                            
                       ROXIE
Any reason why those guys were
chasing you back there?
                                                            
                       CHARLIE
I ran away from home.
                                                            
                       CHARLIE
I never heard of a runaway getting
killed for leaving. Do I wanna
know where you live?
                                                            
                       CHARLIE
      (shrugs)
Not unless you ask.
                                                            
                       ROXIE
I guess I won't, then.
                                                            
INT. TUNNELS - LATER
                                                            
Roxie and Charlie are still walking through the tunnel, and
they seem to be in mid-conversation:
                                                            
                       CHARLIE
Ugh! What's that horrible smell?!
                                                            
                       ROXIE
That, Charlie, would be the
sewers. Which means we're almost
there.
                                                            
                       CHARLIE
What's a sewer?
                                                            
                       ROXIE
You don't wanna know.
      (beat)
So, what's with the white clothes
anyway? You look like a sci-fi
reject.
                                                            
                       CHARLIE
What's "sci-fi"?
                                                            

54.

                       ROXIE
      (matter-of-fact)
Science Fiction...?
                                                            
                       CHARLIE
Well, this is the only thing I've
worn my whole life.
                                                            
                       ROXIE
Just the one outfit?
                                                            
                       CHARLIE
No. I have several other just like
it.
                                                            
                       ROXIE
I see.
                                                            
                       CHARLIE
Can I ask you something, Roxie?
                                                            
                       ROXIE
Sure.
                                                            
                       CHARLIE
Why do you always seem upset?
                                                            
                       ROXIE
'Cause I just am.
                                                            
                       CHARLIE
Why?
                                                            
                       ROXIE
'Cause people piss me off.
                                                            
                       CHARLIE
Why?
                                                            
                       ROXIE
I don't know.
                                                            
                       CHARLIE
Why?
                                                            
                       ROXIE
      (annoyed)
Why are you so annoying?!
                                                            
                       CHARLIE
      (innocently)
I'm sorry.
                                                            

55.

                       ROXIE
      (sighs)
It's okay.
                                                            
They reach a WIDE OPENING which is an entrance to the
F.R.O.G. Pit; the mere sight of the place is something for
Charlie to take in, who is clearly stunned by it.
                                                            
                       CHARLIE
Where are we?
                                                            
                       ROXIE
      (looking around)
Home. Come on.
                                                            
They climb down a ladder.
                                                            
 
INT. THE F.R.O.G. PIT - NIGHT
                                                            
We don't know for a fact, but we get a sense of the day
turning to night now when Roxie & Charlie walk through the
Pit's town square. Charlie looks overwhelmed by the many
eyes watching him, truly making him feel like an outsider.
                                                            
                       CHARLIE
      (softly)
What is this place?
                                                            
                       ROXIE
We call it the F.R.O.G. Pit.
                                                            
                       CHARLIE
"The F.R.O.G. Pit"?
                                                            
                       ROXIE
It's an acronym: "Free Runners
Opposing Governments".
                                                            
                       CHARLIE
What do you do?
                                                            
                       ROXIE
We're a global network of thieves.
We steal from the corrupt, and
give back to the downtrodden. But
up on the surface, just about
everyone's corrupt, so we keep
everything.
                                                            
                       CHARLIE
That's not very noble.
                                                            

56.

                       ROXIE
      (matter-of-fact)
The world is a cruel place.
                                                            
                       CHARLIE
      (nods
       understandingly)
I see...
                                                            
Nathan & Alyssa approach the two.
                                                            
                       NATHAN
Hey, Rox.
                                                            
                       ROXIE
Hey. Nathan and Alyssa, this is
Charlie. Charlie, these are my
friends, Nathan and Alyssa.
                                                            
                       ALYSSA
      (to Charlie)
Nice to meet you.
                                                            
                       CHARLIE
Are you both F.R.O.G.s too?
                                                            
                       NATHAN
Yeah. So what brings you around
here, Charlie?
                                                            
                       ROXIE
He's new to Metro City, and
doesn't know anyone. Do you mind
if he bunks with you, Nate?
                                                            
                       NATHAN
Sure.
      (to Charlie)
Come on, I'll show you around.
                                                            
                       ROXIE
Make yourself at home, Charlie.
                                                            
Roxie and Alyssa walk off together.
                                                            
                       ALYSSA
      (smiling)
It's about time you had a
boyfriend, Roxie!
                                                            
                       ROXIE
It's not like that. I'm just
helping out.
                                                            

57.

                       ALYSSA
Well, I guess it is nice to do a
good deed every now and then. God
knows I could use one!
                                                            
                       ROXIE
Yeah, well while you work on that,
I'm gonna go clean up.
                                                            
                       ALYSSA
See you later.
                                                            
Alyssa heads her own way as Roxie continues walking, towards
Lincoln's direction who seems worried about the new visitor.
                                                            
                       ROXIE
Hey, Linc.
                                                            
                       LINCOLN
      (looking off)
I see you've brought someone.
                                                            
She looks back, seeing Nathan leading Charlie into his
shack.
                                                            
                       ROXIE
      (sighs)
Yeah...
                                                            
                       LINCOLN
You know how I feel about new
people being brought here.
                                                            
                       ROXIE
I know, but there were these suits
chasing him -- trying to kill him
over something. He didn't have a
place to stay so I offered ours.
                                                            
                       LINCOLN
Sounds like a bad idea.
                                                            
                       ROXIE
      (taken aback)
"A bad idea"? You know, Lincoln, I
didn't ask to be brought here when
you found me in that alley fifteen
years ago! Why don't you trust me?
                                                            
                       LINCOLN
I do trust you, Roxie! It's
just... I don't know. I have a bad
feeling.
                                                            

58.

                       ROXIE
He's not a bad guy. And it's only
for a few days.
                                                            
She walks away, but he can't shake off the feeling... she's
grown up.
                                                            
INT. ASTOR INCORPORATED, ASTOR'S OFFICE - NIGHT
                                                            
It's practically dark in the office when Berkeley stands
before Astor who is sitting at his desk. Traxler is also
present, sitting on another chair. It's almost as if the
mood here is supposed to intimidate Berkeley, who is clearly
unfazed by the scare tactic.
                                                            
                       ASTOR
      (beat)
What's our status, Berkeley? Do we
have Charlie?
                                                            
                       BERKELEY
There were some complications in
the matter, sir, but we almost had
him.
                                                            
                       TRAXLER
      (scoffs)
Almost-chicken don't make soup,
son.
                                                            
                       BERKELEY
Well, at least we got a visual.
And I'm not your son, "Colonel".
                                                            
Traxler can't help but smile at the remark.
                                                            
                       BERKELEY (cont'd)
But I can assure you, Mr. Astor,
that my men and I are on top of
things. The target made contact
with a girl; if we find the girl,
we'll find Charlie.
                                                            
                       ASTOR
Thank you, Mr. Berkeley, you're
dismissed.
                                                            
Berkeley nods then takes his leave.
                                                            
                       ASTOR
      (sighs)
Now we've an ex-factor thrown at
us.
                                                            

59.

                       TRAXLER
Yeah, it seems like it. Look like
we've made that boy a little too
smart.
                                                            
                       ASTOR
      (getting up)
This is the last thing I needed,
my demons to come out during my
campaign.
                                                            
Astor walks up to the window, looking out into the city.
                                                            
                       TRAXLER
Why are you running for governor
anyway? You're practically the
most powerful man in Metro City
already.
                                                            
                       ASTOR
True. But when you're in control
of a city, why not a state?
                                                            
                       TRAXLER
What are your intentions when you
win?
                                                            
                       ASTOR
Have you ever walked through these
streets, Isaac, and wondered
"what's wrong with this place"?
                                                            
                       TRAXLER
It's occurred to me, sure.
                                                            
                       ASTOR
And what answer do you land at?
                                                            
                       TRAXLER
None that I can say.
                                                            
                       ASTOR
It's the poor, Isaac. Those
leeches that bite the hands that
feed them, and yet still want
more!
                                                            
                       TRAXLER
I'm not following...
                                                            
                       ASTOR
Back in twenty-twelve, when Moses
Bloomsfield was still president,
my partners and I had this idea
            (MORE)

60.

                       ASTOR (cont'd)
that if we personally pay off
America's debt, then we can
resuscitate the economy. Half a
billion dollars went into the
project before we realized that
things weren't working out. I
talked to Bloomsfield but he
didn't want to abort, but my
partners did.
                                                            
                       TRAXLER
So you had him assassinated?
                                                            
                       ASTOR
I did what was necessary to keep
the country from going under.
Bloomsfield chose his fate. But
then I realized that was only the
beginning of our problems -- the
people loved him and therefore
revolted.
                                                            
                       TRAXLER
      (getting up)
Hey, I wasn't a fan of
Bloomsfield's, but something
needed to be done. But how're you
gonna handle this new problem?
                                                            
                       ASTOR
Simple: gentrification. Once I'm
elected governor, I'm gonna have
every one who's lower class
imprisoned and killed. It'll be
done periodically to look as if
it's a random murder being
committed. And then we'll blame it
on someone else.
                                                            
                       TRAXLER
Who do you have in mind?
                                                            
Astor doesn't answer, he just continues staring out the
window.
                                                            
INT. ROXIE'S BEDROOM
                                                            
Inside the dim-lit room, Roxie is sitting on her bed,
writing in her diary. Her hair is wet, as if from a shower,
and she has a change of clothes. Moments later, she closes
the diary and puts it down. She lets out a sigh before
looking towards her door; she walks out.
                                                            

61.

INT. THE F.R.O.G. PIT
                                                            
Down on the streets, Charlie is happily playing with some
children, kicking a ball around when Roxie approaches. He
notices her and walks over:
                                                            
                       CHARLIE
      (smiling)
Hey, Roxie.
                                                            
                       ROXIE
      (smiling)
Hey. I see you're getting along
well.
                                                            
                       CHARLIE
Yeah, everyone's made me feel so
welcome here.
                                                            
                       ROXIE
I'm glad to hear it. But, uh,
you're gonna need some new gear.
                                                            
                       CHARLIE
Uh...what's gear?
                                                            
                       ROXIE
Clothes.
                                                            
                       CHARLIE
What, you don't like this?
                                                            
                       ROXIE
      (smiling)
Please, you look like you're
waiting for the earth to stand
still!
                                                            
He doesn't get the joke.
                                                            
                       ROXIE
Come on, we're going shopping.
                                                            
She takes his hand, leading him out.
                                                            
 
EXT. STREETS OF METRO CITY - NIGHT
                                                            
Spread all over the city streets, we see Berkeley and his
band of PMCs scouring about as they pass various people and
their nightly activities.
                                                            

62.

                       BERKELEY
      (on earpiece)
How're we doing?
                                                            
INTERCUTTING
                                                            
                       WILLIAMS
      (on earpiece)
I've got nothing, sir.
                                                            
                       BERKELEY
      (on earpiece)
Jackson? Anything on your end?
                                                            
                       JACKSON
      (on earpiece)
Negative.
                                                            
                       BERKELEY
      (on earpiece)
How 'bout you, Dominic?
                                                            
                       CERA
      (on earpiece)
Naw, nothin' yet.
                                                            
                       BERKELEY
      (on earpiece)
Alright. Keep your eyes peeled,
everyone.
                                                            
Berkeley keeps walking past a bar.
                                                            
INT. ALLEYWAY
                                                            
We see a MANHOLE being opened and Roxie emerging from it.
Charlie follows behind her, carrying a BACKPACK.
                                                            
                       ROXIE
      (looking around)
Follow me.
                                                            
They leave the alley.
                                                            
EXT. STREET
                                                            
The street is empty when Roxie & Charlie emerge from the
alley, and make their way across:
                                                            
                       CHARLIE
Where are we going?
                                                            

63.

                       ROXIE
I told you, shopping.
                                                            
                       CHARLIE
Where?
                                                            
                       ROXIE
Don't worry about it. Trust me.
                                                            
They head towards another alley next to a building just as
Jackson turns the corner, seeing them.
                                                            
                       JACKSON
      (on earpiece)
I got a visual on the target and
the girl.
                                                            
                       BERKELEY
      (from earpiece)
Follow them. But don't make a move
until we get to your position!
They may not be alone.
                                                            
                       JACKSON
      (on earpiece)
Copy that.
                                                            
Jackson's on the move now.
                                                            
EXT. ROOFTOP
                                                            
Roxie & Charlie climb up the ladder and onto the roof of the
building. They head to a SKYLIGHT; she opens it.
                                                            
                       ROXIE
Try not to make a sound, okay?
                                                            
He nods and they begin to climb down, with Roxie going
first.
                                                            
EXT. BUILDING
                                                            
Jackson is waiting out front when Berkeley and the rest of
the PMCs arrive.
                                                            
                       JACKSON
      (to Berkeley)
They just went inside that
department store.
                                                            
                       BERKELEY
Good. I want every one to split up
into two-man teams, and move
inside. I want no screw-ups this
            (MORE)

64.

                       BERKELEY (cont'd)
time, you all got that?
                                                            
                       EVERYONE
Understood.
                                                            
Every one begins to head for an entrance, while Berkeley
moves in alone. However, Traxler's in the area as well,
watching everything with a group of soldiers.
                                                            
INT. DEPARTMENT STORE
                                                            
Armed with FLASHLIGHTS, Roxie & Charlie look around the
various men's clothes in the dark store. She picks out
various STREET-STYLE OUTFITS, handing them to Charlie.
                                                            
                       ROXIE
Go try those on while I find you
some shoes.
                                                            
                       CHARLIE
Okay.
                                                            
Charlie walks away while Roxie heads for the shoes.
                                                            
EXT. DEPARTMENT STORE - SAME
                                                            
Cera is at a FUSEBOX outside the back of the building,
cutting out the power while the rest of the PMCs make their
way inside.
                                                            
INT. DEPARTMENT STORE
                                                            
Roxie is waiting outside the fitting rooms while holding a
pair of SNEAKERS.
                                                            
                       ROXIE
      (to Charlie)
You ready yet?
                                                            
                       CHARLIE (OS)
      (from fitting room)
Yeah.
                                                            
Backpack in hand, Charlie walks out wearing a JACKET over
CASUAL CLOTHES, now looking normal.
                                                            
                       ROXIE
      (impressed)
Not bad! You actually look normal
this time.
                                                            

65.

                       CHARLIE
      (smiling)
Thank you.
                                                            
                       ROXIE
Alright, let's go.
                                                            
They start walking away.
                                                            
INT. EMERGENCY STAIRS - SAME
                                                            
We see two PMCs heading up the stairs, illuminating their
paths with small flashlights.
                                                            
INT. DEPARTMENT STORE
                                                            
As Roxie and Charlie make their way out, she suddenly stops,
sensing something:
                                                            
                       CHARLIE
      (noticing)
What's wrong?
                                                            
                       ROXIE
Did you just hear something?
                                                            
                       CHARLIE
      (shakes his head)
No.
                                                            
                       ROXIE
It's probably just me then. Come
on.
                                                            
They continue on when two PMCs suddenly show up from the
escalators in front of them:
                                                            
                       ROXIE
Oh shit -- run!!
                                                            
Roxie & Charlie RUN for the emergency stairs when two more
PMCs BURST through the door:
                                                            
                       ROXIE
      (to PMCs)
Jesus, you guys are everywhere!
Charlie, split up!
                                                            
Roxie and Charlie separate while the four PMCs split up to
chase them. Charlie runs towards the HOME APPLIANCE
DEPARTMENT. He knocks down some shelves as he runs, then
throws a TOASTER at them, knocking one of them down; he
continues running, heading up the escalators.
                                                            

66.

INT. SPORTS DEPARTMENT - SAME
                                                            
With the other PMCs right behind her, Roxie runs into the
sports department. She finds a BASEBALL BAT, hitting one of
her pursuers in the stomach then knocking him out with it.
Roxie then THROWS the bat at the other PMC's legs, causing
him to fall down. She climbs up the shelves and begins to
SHELF-HOP her way back to the escalators while more PMCs
come up.
                                                            
INT. DEPARTMENT STORE, 4TH FLOOR - SAME
                                                            
Charlie runs into the fourth floor, which is filled with
FURNITURE ON DISPLAY; he quickly hides by the beds when he
sees more PMCs heading in his direction.
                                                            
INT. DEPARTMENT STORE, 2ND FLOOR - SAME
                                                            
Roxie is on the second floor now, fighting off more PMCs as
she heads for another escalator.
                                                            
INT. DEPARTMENT STORE, 4TH FLOOR - SAME
                                                            
With the coast clear, Charlie comes out of hiding and heads
for a window. He BREAKS IT and climbs out onto the fire
escape in front of the building.
                                                            
EXT. DEPARTMENT STORE
                                                            
Charlie heads down the fire escape and onto the street,
never noticing Traxler and his men who watch from a street
corner.
                                                            
                       TRAXLER
Do it.
                                                            
One of the soldiers gets down on one knee, drawing an
EXPERIMENTAL-LOOKING RIFLE. He aims and fires, but he's not
shooting bullets however.
                                                            
CLOSE ON - CHARLIE'S JACKET
                                                            
As Charlie runs across the street, a TRACKING DEVICE, fired
from the rifle, lands on the back of his jacket.
                                                            
BACK TO SCENE
                                                            
Charlie heads for the alley across the street.
                                                            
INT. DEPARTMENT STORE, 1ST FLOOR
                                                            
Roxie runs down from the escalator. She heads for the front
door but quickly changes directions at the sight of another

67.

PMC; she ducks under GUNFIRE as she runs towards the
backdoor.
                                                            
EXT. DEPARTMENT STORE, BACK ALLEY
                                                            
As Roxie BURSTS through the backdoor, she finds herself
caught by Berkeley, Cera and Williams. Cera restrains her:
                                                            
                       ROXIE
      (struggling)
Let me go!
                                                            
                       BERKELEY
Relax! I'm Thomas Berkeley from
Free World Security.
                                                            
                       ROXIE
You're mercs?!
                                                            
                       BERKELEY
Tell us where Charlie is.
                                                            
Roxie is shocked by the discovery. Then suddenly, she
HEAD-BUTTS Cera, causing him to let her go and fall down
while clutching his bloody nose. Then, she KICKS Berkeley
when he attempts to restrain her, knocking him down.
                                                            
Williams draws his gun, but Roxie quickly disarms him and
suddenly SHOOTS him in the chest. A horrified Roxie drops
the gun, regretting having just killed Williams; she quickly
runs off while Cera and Berkeley get back on their feet.
                                                            
                       CERA
      (frustrated)
GODDAMMIT!! What the hell just
happened, Tom!?
                                                            
                       BERKELEY
I don't know, Cera... this is
getting harder than we thought.
                                                            
He looks down at Williams' body:
                                                            
                       BERKELEY
I'm sorry, man...
                                                            
EXT. STREET
                                                            
Traxler and his men are still at the corner when Roxie runs
out to the street; Traxler stares at Roxie, recognizing her.
                                                            

68.

FLASHCUT
                                                            
As Young Roxie holds her father, Traxler watches her as his
helicopter flies away.
                                                            
BACK TO SCENE
                                                            
Traxler is surprised to see Roxie as she quickly runs into
the same alley as Charlie did. Moments later, Berkeley &
Cera run out with the rest of the PMCs, looking around for
Roxie. Traxler walks out with his men:
                                                            
                       TRAXLER
She's gone!
                                                            
                       BERKELEY
What?!
                                                            
                       TRAXLER
You're looking for the girl? She's
gone.
                                                            
                       CERA
Why didn't you catch her?
                                                            
                       TRAXLER
Because she's not our priority.
                                                            
                       BERKELEY
What're you doing here, Traxler?
                                                            
                       TRAXLER
We're a team, remember? And if
we're gonna catch this kid, we
need to start acting like one.
                                                            
He tosses Berkeley a small GPS TRACKING DEVICE. Berkeley
catches it, curiously looking it over.
                                                            
                       TRAXLER (cont'd)
We planted a bug on him. It's our
turn now.
                                                            
INT. THE F.R.O.G. PIT
                                                            
Charlie arrives at an entrance to the Pit. He sits on the
ground for a moment, clearly tired. He opens his backpack to
look around, and ends up finding Roxie's diary. He curiously
opens it and begins to read:
                                                            
                       ROXIE (VO)
They won't stop. I keep getting
the migraines, and each vision
seems more horrible than the last.
            (MORE)

69.

                       ROXIE (cont'd)
I feel haunted by them; seeing my
dad, and being reminded that I
couldn't save him. If only I could
turn back the clock.
                                                            
Charlie turns to another entry.
                                                            
                       ROXIE (VO)
Things are starting to get weird
now. I just found out that not
only am I faster than normal, but
I'm also stronger and... I can't
die. Lincoln and I were on a job
earlier tonight. We were running
on the rooftops, being chased by
some thugs. Lincoln was ahead of
me, waiting for me to jump a roof,
when I got shot and lost my
footing on a ledge; needless to
say, I fell off about four stories
down... but I got up without a
scratch. I should be dead! I
caught up to Linc, and I'd never
seen him so scared. Am I a freak?
                                                            
Suspecting something here, Charlie turns a few more pages
until he lands on one last entry.
                                                            
                       ROXIE (VO)
Dear Diary, I just met a guy
today. His name's Charlie. He's
kinda cute, in a weird kinda way.
I met him at a fruit stand but he
wouldn't leave me alone. Then
later, we met again when he was
being chased by some guys, so I
had to help him out. I brought him
with me to the Pit, but I think
there's more going on than he's
telling me, especially since I
noticed he has a tattoo similar to
mine: a chess piece.
                                                            
Charlie closes the book, surprised now.
                                                            
                       CHARLIE
      (realizing)
She's the one...!
                                                            
He puts the diary back in the bag and continues into the
Pit.
                                                            

70.

EXT. STREETS OF METRO CITY
                                                            
With the streets closed off, Traxler and a band of soldiers
are standing in the middle of an empty intersection, with
Berkeley and his band of PMCs, all of them wearing
BULLETPROOF VESTS. Each man is armed with either a PISTOL or
AUTOMATIC RIFLE.
                                                            
                       TRAXLER
      (to everyone)
Listen up! GPS says Charlie went
underground with his new friend.
We don't know how many of these
"friends" we're dealing with, so I
suggest you shoot on sight!
                                                            
                       BERKELEY
What!? Traxler, Charlie and the
girl weren't armed -- !
                                                            
                       TRAXLER
But they certainly are dangerous!
Look, you obviously couldn't
handle the situation, so we're
doing things my way, whether you
like it or not!
                                                            
Berkeley's clearly not liking the plan, but everyone COCKS
their weapons before following Traxler down different
manholes.
                                                            
INT. ROXIE'S BEDROOM - LATER
                                                            
Lincoln and Charlie stand around while an angry Roxie paces
around the room:
                                                            
                       ROXIE
Those were mercenaries, Charlie!
                                                            
                       CHARLIE
      (bewildered)
What?
                                                            
                       ROXIE
Those were mercenaries trying to
kill you! Why?!
                                                            
                       CHARLIE
      (stammering)
I-I don't know!
                                                            
                       LINCOLN
Roxie, calm down --
                                                            

71.

                       ROXIE
I can't! I just killed one of
them!
                                                            
                       LINCOLN
You did what?!
                                                            
                       ROXIE
Yeah, now they're gonna come after
me! AHHH!!!
                                                            
Roxie is suddenly hit with another migraine, dropping her to
a knee.
                                                            
                       CHARLIE
Roxie, sit -- breathe slowly!
Center yourself.
                                                            
She does so, slowly recovering.
                                                            
                       LINCOLN
How'd you know what to do?
                                                            
                       CHARLIE
Because I get the same migraines
too. It's a side effect of the
serum.
                                                            
                       ROXIE
What serum?
                                                            
                       CHARLIE
The Diamond Serum. I know why
you've been getting them -- I read
your diary.
                                                            
                       ROXIE
      (getting up)
You did what?!
                                                            
                       CHARLIE
I found it in the bag! You're just
like me. The reason why I'm being
chased, is because I escaped too.
                                                            
                       LINCOLN
Escaped from where?
                                                            
                       CHARLIE
Project Diamond. It's where Roxie
and I were created. We're
Products.
                                                            

72.

                       ROXIE
"Products"? What, like a test tube
baby?
                                                            
                       CHARLIE
Not exactly; we were born
naturally. 'Thing is we're
different in the traditional
sense. As soon as we're born,
we're injected with a serum that
alters our DNA. Then, over time,
we start to develop these
abilities like a heightened sense
of speed and strength.
                                                            
                       ROXIE
But, why the migraines?
                                                            
                       CHARLIE
That's the Diamond serum's side
effect. But, we're given vaccines
periodically, to suppress the
migraines.
                                                            
                       ROXIE
I guess I missed out on that. But
explain these...
                                                            
She points out a BULLET GRAZE on her arm that's seems to be
healing quickly, and her tattoo.
                                                            
                       CHARLIE
You're bulletproof - "The Queen".
The perfect Product Astor's been
trying to replicate.
                                                            
He shows her his tattoo.
                                                            
                       CHARLIE
They call me "Knight". I think
it's some kind of code-name or
something.
                                                            
                       LINCOLN
Wait, so are you saying Rutherford
Astor's behind this?!
                                                            
                       CHARLIE
He started the project. A few
years ago, I stumbled upon a
secret meeting he had where I
heard him say that we were created
for just one purpose: to kill the
people of Metro City. That's why
            (MORE)

73.

                       CHARLIE (cont'd)
I escaped; I don't wanna hurt
people. I don't even like
fighting!
                                                            
                       ROXIE
Okay, this is all seriously
twisted! I'm heading out.
                                                            
She walks out.
                                                            
INT. THE F.R.O.G. PIT
                                                            
Roxie is sitting down by the town square, trying to process
what Charlie just said when he slowly approaches her. She
looks up:
                                                            
                       CHARLIE
      (beat)
I'm so sorry...
                                                            
                       ROXIE
Why didn't you tell me before?
                                                            
                       CHARLIE
      (sitting down)
I know I should've, but I had to
make sure you were THE Roxie. I
mean to me, you're something of a
legend. The first to make it out.
                                                            
                       ROXIE
I'm a nobody. Just another girl
making a living off stealing.
What's the "legend" in that?
                                                            
                       CHARLIE
You wanna know why I really left?
Day after day, I would watch
dozens of kids being tortured as a
way to "develop" their abilities.
And I was one of those kids. I
wanna bring down Project Diamond,
expose it for what it is, and save
my friends. Will you help me?
                                                            
                       ROXIE
Charlie, you're talking about
fighting a corporation: Astor
Incorporated. The most powerful
company in the world!
                                                            

74.

                       CHARLIE
Exactly, they have a lot to lose!
You're the perfect Product, Roxie.
The Queen. You're the only one
who's capable of helping!
                                                            
                       ROXIE
      (sighs)
I don't know...
                                                            
                       CHARLIE
      (beat)
You're a F.R.O.G. A Free Runner
Opposing Governments. To the
world, you're just another
criminal. But if you do this, you
can be a hero.
                                                            
Roxie looks down, never saying a word. Charlie feels
hopeless now. Then suddenly, GUNFIRE ERUPTS (OS). They look
up to find some soldiers firing up some rounds by a tunnel
entrance. A military invasion suddenly takes place as
soldiers begin to RAPPEL down into the Pit.
                                                            
                       CHARLIE
They found us -- come on!!
                                                            
He takes Roxie's hand and they begin running. Every F.R.O.G.
in the Pit, including children, begin SCRAMBLING for an
escape. Traxler walks into the area along with some of the
PMCs. The soldiers begin to shoot down various F.R.O.G.s as
Charlie & Roxie run for a clear exit. By another area of the
Pit, Lincoln quickly comes out of a shack to see the
soldiers invading his home:
                                                            
                       LINCOLN
      (to F.R.O.G.s)
EVERYBODY GET OUT OF HERE!!!
                                                            
He runs down the "streets", taking down unsuspecting
soldiers along the way while he tries to find an escape
route. On their end, Roxie & Charlie are running by some
homes but are quickly cut off by soldiers, who fire in their
direction. Roxie quickly pulls Charlie into cover behind a
shack; they run around the other way:
                                                            
                       ROXIE
Come on, follow me!!
                                                            
She leads him towards a wall with inclines, where numerous
F.R.O.G.s are running up towards another exit. Roxie
frantically takes down the soldiers that are in her path.
Back on the streets, Lincoln comes across a BO STAFF on the

75.

ground and begins STICK FIGHTING his adversaries, taking
them out one by one.
                                                            
As Roxie & Charlie continue up the inclined wall, she takes
down another soldier, this time gaining a PISTOL. They get
up to the top, but she stops to look back:
                                                            
                       CHARLIE
Roxie, what're you doing?!
                                                            
                       ROXIE
I gotta find Linc!!
                                                            
She looks around and finds him down on the streets. Lincoln
is withering down the numbers of soldiers attacking as he
fights with his Bo Staff, until it's suddenly shot out of
his hands. Reveal: Traxler emerging from a corner, holding
his M9 PISTOL. Everything goes silent as Lincoln finds
himself the lone survivor amidst various corpses, surrounded
by Traxler's military; Roxie helplessly watches:
                                                            
                       TRAXLER
      (chuckles)
Lincoln Dawes. It's about time I
caught up to you and your pathetic
F.R.O.G.s.
                                                            
                       LINCOLN
What're you doing here, Colonel?
We've done nothing wrong.
                                                            
                       TRAXLER
What, forgetting already? You're a
fugitive! We have incentive for
being here! Tell us where he is.
                                                            
Lincoln looks up behind Traxler, and sees Charlie & Roxie
watching above. He looks back at Traxler:
                                                            
                       LINCOLN
Who, Charlie? He's gone, probably
left Metro City by now.
                                                            
                       TRAXLER
You're lying!
                                                            
                       LINCOLN
      (grinning)
Come on, Isaac, would I lie to
you?
                                                            

76.

                       TRAXLER
      (beat)
You know, when I caught your
brother Tyson fifteen years ago, I
tortured him for six hours so he
could give me the whereabouts of
the F.R.O.G.s. Never could find
your sister, though.
                                                            
It's very clear that Lincoln doesn't wanna hear this story.
                                                            
                       TRAXLER
Oh, but Tyson was tough -- I'll
give him that. But by the sixth
hour, he sobbed and pleaded, and
begged me not to hurt you if I
ever found either of you.
                                                            
                       LINCOLN
What's your point?
                                                            
                       TRAXLER
My point is... you can't always
keep your promises.
                                                            
Before Lincoln can react, Traxler shoots him in the head,
killing him. Roxie is horrified when she see her mentor's
body hit the ground.
                                                            
                       ROXIE
NO!!!
                                                            
Hearing Roxie, Traxler turns around and finds her. He smiles
while she's shocked at the sight of him:
                                                            
FLASHCUT
                                                            
Young Roxie is looking out her bedroom window while Traxler
shoots Dr. Warner. She's horrified.
                                                            
BACK TO SCENE
                                                            
Roxie remembers now as she recognizes Traxler. Then, the
soldiers begin to take aim at her.
                                                            
                       CHARLIE
      (to Roxie)
Run!!
                                                            
He grabs her and they run into the tunnel just as the
soldiers below OPEN FIRE.
                                                            

77.

INT. TUNNEL
                                                            
As Charlie & Roxie run, they are suddenly caught by Berkeley
and Cera, who aim their ASSAULT RIFLES at them; Roxie
instinctively aims her gun:
                                                            
                       BERKELEY
Drop it!
                                                            
Roxie slowly places the gun on the ground, then she and
Charlie raise their hands.
                                                            
                       CHARLIE
      (to Berkeley)
Listen to me, we're not the bad
guys! Astor's just using you!
Traxler's just slaughtered
everybody here -- !
                                                            
                       CERA
Shut up!
                                                            
                       ROXIE
He's telling the truth! My friend
was just killed.
                                                            
                       BERKELEY
Yeah? Well, you killed our
partner.
                                                            
                       ROXIE
It was an accident.
                                                            
                       BERKELEY
You're both coming with us --
move!
                                                            
Cera gestures for Roxie & Charlie walk in front of them.
                                                            
EXT. STREETS OF METRO CITY, INTERSECTION - LATER
                                                            
With the streets still closed off, we see various SUVs,
HUMVEES and TRUCKS parked all around.
                                                            
Berkeley and his PMCs are holding Roxie & Charlie in
handcuffs, while surrounded by the military when Traxler
approaches them.
                                                            
                       TRAXLER
      (grinning)
Roxie Warner. I was wondering when
I'd see the Queen again.
      (Roxie looks
       puzzled)
            (MORE)

78.

                       TRAXLER (cont'd)
Oh, I'm sorry, we haven't been
properly introduced. I'm Colonel
Isaac Traxler.
                                                            
                       ROXIE
      (thinking aloud)
You killed my father....
                                                            
                       TRAXLER
      (to a soldier;
       smiling)
Call Astor and tell him we have
Charlie, and the grand prize:
Roxie Warner!
                                                            
The soldier nods then walks away; the PMCs put Roxie and
Charlie inside an SUV.
                                                            
                       BERKELEY
Who's Roxie Warner?
                                                            
                       TRAXLER
The one who started this whole
shit-fest. And now that The Knight
has found The Queen, that gives us
more to worry about.
                                                            
Traxler walks away to a HUMVEE while Berkeley and Cera climb
into another SUV. All vehicles drives off.
                                                            
INT. SUV (MOVING) - MINUTES LATER
                                                            
Roxie and Charlie are sitting in the back seat with 2 PMCs
upfront. She's slowly FIDGETING, stopping periodically when
the driver looks in his rear-view mirror. Then, she finally
manages to pick her cuffs.
                                                            
Suddenly, the PMC in the passenger's seat looks back, and
Roxie PUNCHES him. She then grabs the driver PMC in a
choke-hold as he reaches for his gun; Roxie grabs his hand
and SLAMS it against the dashboard, accidentally firing the
gun into the windshield.
                                                            
INT. BERKELEY'S SUV (MOVING) - SAME
                                                            
Cera's driving when he and Berkeley, sitting in the
passenger's seat, notice the shot:
                                                            
                       BERKELEY
What was that?
                                                            

79.

                       CERA
I don't know. It looked like a
muzzle flash.
                                                            
INT. SUV (MOVING)
                                                            
Back in the other SUV, Roxie desperately struggles with the
driver, SLAMMING his head into the steering wheel until the
vehicle TURNS.
                                                            
EXT. SUV
                                                            
The SUV SWERVES and tumbles on the empty street until it
finally stops. The convoy of vehicles behind the SUV stop
behind it. Cera & Berkeley, their SUV directly behind
Roxie's, curiously look at the accident. Then suddenly, a
door is opened and Roxie gets out.
                                                            
INT. BERKELEY'S SUV - SAME
                                                            
Berkeley & Cera instinctively get out.
                                                            
                       BERKELEY
Let's go!
                                                            
EXT. STREET
                                                            
Now with a gun in her hand, Roxie is helping Charlie get out
of the SUV while he's still handcuffed:
                                                            
                       ROXIE
Come on!!
                                                            
Charlie quickly gets out when Roxie sees Berkeley & Cera
running towards them; she FIRES a few shots at them while
Charlie gets on his feet. They run towards a nearby subway
station.
                                                            
As Berkeley & Cera get closer, Roxie turns and shoots at the
overturned SUV; the two PMCs are dangerously close when the
SUV suddenly EXPLODES, distracting them as they DIVE to the
ground. Roxie continues down.
                                                            
INT. CHURCHILL STATION, PLATFORM
                                                            
Roxie picks Charlie's handcuffs, setting him loose as a
TRAIN pulls into the station. They board the train and then
leave.
                                                            
INT. TRAIN
                                                            
As Roxie and Charlie get on the near-empty train, she
notices the tracking device on his jacket; she pulls it off:
                                                            

80.

                       ROXIE
'The hell is this? It looks like a
tracking device.
                                                            
                       CHARLIE
That's probably how they found the
Pit. I'm sorry, Rox, I didn't
know.
                                                            
She drops the device on the floor and crushes it with her
foot:
                                                            
                       ROXIE
It doesn't matter now. I know it's
not your fault.
                                                            
She sits down, exhausted. He sits next to her.
                                                            
                       ROXIE
      (re: Traxler)
That son of a bitch killed the
only family I had left...!
      (beat; nodding)
Okay, I'll help you. It seems
that's the only way to end this.
                                                            
                       CHARLIE
What do you have in mind?
                                                            
                       ROXIE
There's this guy Lincoln knew,
Devon. He owns a nightclub out by
West Forty-Third Street. If
there's anyone who might help us
out, it's him.
                                                            
                       CHARLIE
Okay.
                                                            
Roxie lets out a sigh as she leans back in her seat.
                                                            
EXT. CHURCHILL STATION - SAME
                                                            
Berkeley & Cera are back on their feet when Traxler
approaches them.
                                                            
                       TRAXLER
Are you two trying to piss me off,
or are you just incompetent!?
                                                            
                       CERA
Hey, we weren't the ones in the
car!
                                                            

81.

                       TRAXLER
No, you just let them get away!
                                                            
                       BERKELEY
Well, do you have any ideas on how
we can find 'em, Traxler?!
                                                            
                       TRAXLER
Yeah, the same way we found them
the first time.
                                                            
One of the soldiers, who's holding the GPS device, runs up
to them.
                                                            
                       SOLDIER #1
      (to Traxler)
Sir! The signal went out. I think
they might've found the bug.
                                                            
                       BERKELEY
      (smart-aleck)
You were saying, Colonel?
                                                            
                       TRAXLER
      (to soldier)
Where were they headed?
                                                            
                       SOLDIER #1
Southbound, sir.
                                                            
                       TRAXLER
Then let's go.
                                                            
As they head back to their vehicles:
                                                            
                       CERA
      (thinking aloud)
A quarter million is not worth
this much trouble.
                                                            
                       BERKELEY
      (scoffs)
Yeah, you're tellin' me!
                                                            
 
EXT. TRAIN (MOVING) - DAY
                                                            
The sun is rising for the dawn as we see the subway train
traveling over a bridge.
                                                            
INT. TRAIN
                                                            

82.

The train car is now empty. Having fallen asleep, Charlie
and Roxie are leaning on each other when they feel the train
pull into the last station. They slowly wake up and get off
the train.
                                                            
EXT. WEST 43RD STREET STATION - DAY
                                                            
There's various people walking the streets now when Roxie &
Charlie emerge from the station. They cautiously look around
for threats as they continue walking, and turn a corner.
                                                            
EXT. DEVON'S HEAVEN
                                                            
The name may be corny, but this establishment, believe it or
not, is actually one of the most popular nightclubs in all
of Metro City.
                                                            
Charlie follows Roxie through the front door.
                                                            
INT. DEVON'S HEAVEN
                                                            
The club looks very ultramodern inside when Roxie & Charlie
walk in. There's a select few people cleaning up, and the
African American owner, DEVON, by the bar. DEVON, mid-40s,
is counting some money when he notices Roxie.
                                                            
                       DEVON
      (smiling)
Roxie!
                                                            
                       ROXIE
      (smiling)
Wassup, Devon!
                                                            
Devon comes out from the bar and embraces her.
                                                            
                       DEVON
My God, I haven't seen you in
years! How's Lincoln?
                                                            
                       ROXIE
Uh... he's, uh... he's dead.
                                                            
                       DEVON
What happened?
                                                            
                       ROXIE
The Army raided the Pit, and Linc
was killed in the process. Listen,
there's been some people chasing
us and we don't have a place to
stay. Can you help us out?
                                                            

83.

                       DEVON
Yeah, yeah, of course! There's an
empty bedroom upstairs -- nobody
uses it. I just hope you don't
mind the noise.
                                                            
                       ROXIE
It's not a problem. Thank you,
Devon.
                                                            
                       DEVON
Hey, any friend of Linc's is a
friend of mine. Let me show you
the way.
                                                            
They follow him through a stairway in the back of the bar.
                                                            
EXT. ASTOR INCORPORATED - DAY
                                                            
The sun is GLEAMING down on the towering skyscraper.
                                                            
INT. ASTOR INCORPORATED, ASTOR'S OFFICE
                                                            
We see Astor, holding a drink and standing around with
Traxler, Berkeley and Cera, mid-conversation:
                                                            
                       ASTOR
      (takes a sip)
So... you had Charlie, but then
you lost him?
                                                            
                       CERA
Yeah.
                                                            
                       ASTOR (cont'd)
And then you had Charlie AND
Roxie, but then you lost them too,
correct?
                                                            
                       BERKELEY
Yeah.
                                                            
                       ASTOR (cont'd)
And then you had Charlie and Roxie
AGAIN, but then you lost them,
again?!
                                                            
                       TRAXLER
Look, we screwed up. But we're on
top of it all.
                                                            

84.

                       ASTOR
It doesn't seem to me like you
are, Issac! Not only does Roxie
escape again, but now she knows
who we are! That's it, it looks
like we're getting nowhere; I'm
initiating Operation: Street
Sweeper.
                                                            
                       BERKELEY
      (confused)
Wha -- ?
                                                            
                       TRAXLER
      (to Astor)
Are you sure?
                                                            
                       ASTOR
Yes. But I want you to find and
kill Roxie and Charlie. I want no
loose ends.
                                                            
                       TRAXLER
Very well.
                                                            
Traxler takes his leave.
                                                            
                       ASTOR
As for you two, I'll pay you half
a million each, if the targets are
dead --
                                                            
                       BERKELEY
Wait! What's "Operation: Street
Sweeper"?
                                                            
                       CERA
Hey, forget it, man. Let's go.
                                                            
Cera grabs Berkeley on his way out, but he can't shake off
the confusion.
                                                            
INT. DEVON'S HEAVEN, BEDROOM
                                                            
The large bedroom is set up very bland when Devon leads
Roxie & Charlie inside. There's simply a BED, A SMALL TABLE,
A CHAIR, AND A NIGHTSTAND WITH A LAMP.
                                                            
                       DEVON
Well, here you go. It ain't much,
but --
                                                            

85.

                       ROXIE
It'll do. Thanks.
                                                            
Devon nods before leaving. Roxie closes the door while
Charlie sits on the bed.
                                                            
                       ROXIE
I don't think anyone's gonna find
us here for two days at best.
Devon's club is usually calm, but
there's always something that
attracts attention. Hopefully not
this time, though.
                                                            
                       CHARLIE
What's next?
                                                            
                       ROXIE
I'm heading back out. Maybe I'll
find Nathan or Alyssa, if they're
still alive. In the mean time, I
want you to stay here. If you need
anything, ask Devon. You got that?
                                                            
                       CHARLIE
      (nodding)
Got it.
                                                            
Roxie's about to leave the room when:
                                                            
                       CHARLIE
Hey, Roxie?
      (she turns)
Thank you.
                                                            
                       ROXIE
We're not done yet.
                                                            
She walks out.
                                                            
INT. THE F.R.O.G. PIT - LATER
                                                            
The entire place is a WRECK and LITTERED WITH BULLET-RIDDLED
BODIES when Roxie walks into the Pit. She slowly walks
through the area, until she finds Lincoln's corpse. Roxie
crouches down, caressing his face as she breaks down into
tears. She can't help but cry for a few moments, until:
                                                            
                       ALYSSA (OS)
      (voice breaking)
I can't believe they killed
him...!
                                                            

86.

Roxie is suddenly startled when she looks up to find Alyssa
& Nathan walking towards her. Both in tears. She stands up
and they all embrace:
                                                            
                       ROXIE
Nathan. Alyssa. You're alive...!
                                                            
                       NATHAN
We got out as soon as the shooting
started.
      (re: Lincoln)
Did you see who did it?
                                                            
                       ROXIE
      (wiping away tears)
Yeah, I did. Lincoln was like a
brother to me...
                                                            
                       ALYSSA
Where's Charlie?
                                                            
                       ROXIE
Hiding out in Devon's club.
Astor's behind all of this.
                                                            
                       ALYSSA
Rutherford Astor? The chairman of
Astor Inc.?
                                                            
                       ROXIE
Yeah. Charlie and I are gonna take
him down, but we need help.
                                                            
                       NATHAN
Name it, Rox. We've got your back.
                                                            
                       ROXIE
      (to Alyssa)
Try to find as many surviving
F.R.O.G.s as you can; we need as
much muscle as we can get. Bring
'em here tonight.
                                                            
                       ALYSSA
I'm on it.
                                                            
                       ROXIE
Nathan, do you still have your
laptop?
                                                            
                       NATHAN
Yeah, it's still in one piece.
                                                            

87.

                       ROXIE
I need you to look up as much info
as you can on Astor -- how far
does his reach go. We already know
what he's about, but we need to
know what's beneath the surface.
                                                            
                       NATHAN
Got it!
                                                            
                       ROXIE
Nate, you're the best hacker I
know. Don't let me down.
                                                            
                       NATHAN
You have my word. I'll meet you
over at the club tonight.
                                                            
They all leave.
                                                            
INT. ASTOR INCORPORATED, ASTOR'S OFFICE
                                                            
Astor is sitting at his desk as Wesley stands before him.
Astor turns in his chair to face the window. He stands up:
                                                            
                       ASTOR
We're in desperate times, Wesley,
therefore desperate measures must
be taken.
                                                            
                       WESLEY
What do you mean, sir?
                                                            
                       ASTOR
I'm skipping ahead of my campaign,
and jumping straight into
Operation: Street Sweeper. Alert
the authorities, I want everyone
who hasn't paid their bills yet,
under arrest immediately. Starting
tonight.
                                                            
                       WESLEY
But sir, don't you think you're
being a little irrational -- ?
                                                            
                       ASTOR
Do as I say, goddammit!!
                                                            
                       WESLEY
      (taken aback)
Right away, sir.
                                                            

88.

Wesley leaves as Astor continues to stare out the window,
with a very determined look on his face.
                                                            
INT. DEVON'S HEAVEN, BEDROOM - LATER
                                                            
Charlie is standing in the middle of the room, practicing
some awkward-looking fighting moves when Roxie walks in. She
looks at him curiously for a moment, trying not to laugh,
then:
                                                            
                       ROXIE
What're you doing?
                                                            
                       CHARLIE
      (surprised)
Oh! I was practicing some moves I
learned.
                                                            
                       ROXIE
Have you ever been in a fight,
Charlie? 'Cause I think you'd lose
easily that way.
                                                            
                       CHARLIE
Never.
                                                            
                       ROXIE
I'll teach you some moves. Put
your fists up.
                                                            
He does so. She throws a JAB.
                                                            
                       ROXIE
See that? That's a jab. This is a
cross punch.
      (throws cross
       punch)
And this is called a hook.
                                                            
She demonstrates a LEFT HOOK then a RIGHT HOOK.
                                                            
                       ROXIE
You try it.
                                                            
He demonstrates each punch, perfecting them.
                                                            
                       ROXIE
Not bad. Now for each attack,
there's a counter. Go ahead, try
to swing at me.
                                                            
Charlie is reluctant but tries a right hook; she grabs his
arm and swings him around for a hammerlock:
                                                            

89.

                       ROXIE
This is called a hammerlock. See
how I got you like that?
                                                            
                       CHARLIE
      (struggling)
Uh-huh.
                                                            
                       ROXIE
      (letting go)
Now you try it.
                                                            
Charlie prepares before Roxie takes a swing at him. He
catches her arm and puts her in a similar hammerlock.
However, it's lasting a little longer than necessary, almost
as if he's flirting.
                                                            
                       ROXIE
      (smiling)
Okay, you can let go now.
                                                            
                       CHARLIE
      (realizing)
Oh, sorry.
                                                            
He lets go.
                                                            
                       ROXIE
Now this next move is a little
harder to pull off. But if you can
do it, you can turn the tides in a
fight. Ready?
                                                            
                       CHARLIE
      (nodding)
Yeah --
                                                            
She catches him off guard with a sudden hip throw, taking
down to the floor. She pins him down:
                                                            
                       ROXIE
That's called a hip throw. With
that, you can take anyone down.
                                                            
She helps him back up, then gestures for him try the move.
He takes a breath then performs the hip throw on her,
pinning Roxie to the ground in a flirtatious way:
                                                            
                       ROXIE
Not bad.
                                                            

90.

                       CHARLIE
      (smirking)
Is there, um... anything else, you
can teach me?
                                                            
                       ROXIE
Yeah...
      (rolls him over)
Watch out for reversals.
                                                            
She stares at him for a moment, slowly leaning in for a
tender kiss. When she pulls away, he can't help but smile:
                                                            
                       ROXIE
      (confused)
What?
                                                            
                       CHARLIE
      (shy)
That... That was my first kiss.
                                                            
Roxie can't help but chuckle at his innocent nature:
                                                            
                       ROXIE
      (softly)
Come here.
                                                            
She helps him up and they continue to kiss, moving on closer
to the bed. Roxie takes off his shirt; she's not quite
surprised at the sight of his scars as she slowly feels over
them with her fingertips, kissing them lightly. He takes off
her shirt while kissing her, finding some scars of her own.
                                                            
Then, she slowly lies in the bed, pulling Charlie closer as
they continue kissing deeply. TIME LAPSES as the two make
love under the bed sheets. We're probably looking at the
sweetest display, hinting that these two lovers really care
for each other given the recent events.
                                                            
EXT. STREETS OF METRO CITY - NIGHT
                                                            
MONTAGE
                                                            
As the night falls, we see various homes, in the lower class
sections of Metro City, being RAIDED by the METRO CITY
POLICE AND TASK FORCE -- each confused citizen being
arrested and forced out of their home; meanwhile Nathan,
carrying his LAPTOP CASE, takes every route necessary to
dodge the cops on his way to Devon's Heaven.
                                                            

91.

INT. DEVON'S HEAVEN, BEDROOM
                                                            
Charlie is shirtless, sitting on the bed as he watches Roxie
finishing getting dressed.
                                                            
                       CHARLIE
Where're you headed?
                                                            
                       ROXIE
Nowhere. Nathan's on his way over.
      (beat)
So, tell me... what was Project
Diamond really like?
                                                            
                       CHARLIE
It was... it's a place that no one
should ever experience. Almost
every day, I would see dozens of
pregnant women brought in -- their
newborn babies stripped from them,
and the mothers killed. As the
children grew up, they were beaten
and tortured on a daily basis....
                                                            
                       ROXIE
And you were one of those kids?
                                                            
He slowly nods.
                                                            
                       ROXIE
Why is it called "Project
Diamond"?
                                                            
                       CHARLIE
Because we're supposed to be
unbreakable, like a diamond.
                                                            
                       ROXIE
      (beat)
What I remember -- vaguely -- was
that my dad worked there, and
while everyone ran their
experiments on me, he was the only
one who really took care of me.
                                                            
                       CHARLIE
What was his name?
                                                            
                       ROXIE
Robert Warner.
                                                            

92.

                       CHARLIE
      (nods)
I've heard of him. He was one of
the lead scientists on the
project... but the only one with a
heart. The rest were monsters...!
                                                            
He looks down, feeling sad for himself. Roxie sits next to
him on the bed, slowly placing a hand on his cheek and
caressing it. He slowly looks up at her:
                                                            
                       ROXIE
      (softly)
We're gonna get through this. I
promise.
                                                            
There's a KNOCK (OS) at the door. Roxie answers, finding
Nathan.
                                                            
                       NATHAN
      (panting)
Hey.
                                                            
INT. BEDROOM - MINUTES LATER
                                                            
Nathan is sitting at the table with his laptop open while
Roxie and Charlie stand behind him, staring at the screen.
                                                            
                       NATHAN
It wasn't easy trying to find dirt
on Astor, but as I was looking
through, I managed to come across
something interesting. Check it
out.
                                                            
Roxie reads what's on the screen: an article on Astor and
President Bloomsfield in the "METRO CITY TIMES NEWSPAPER".
                                                            
                       ROXIE
      (reading)
"Yesterday afternoon, in a
historic event, President Moses
Bloomsfield and Rutherford Astor,
of Astor Incorporated, signed a
law granting Astor sole economic
control of Metro City, in exchange
for -- " Nate, this is old news.
                                                            
                       NATHAN
I know. But read this next
article.
                                                            

93.

Nathan changes the article onscreen to one where the
headline reads: "AMERICA MOURNS ASSASSINATED PRESIDENT".
Roxie and Charlie read the article, then:
                                                            
                       ROXIE
This just says that Bloomsfield
was killed -- we already know
that.
                                                            
                       NATHAN
Right. But what we didn't know was
what the autopsy report said: the
bullet was too small for a an
ordinary sniper rifle, and had a
special shrapnel tip that shredded
Bloomsfield's chest cavity upon
entry.
                                                            
                       CHARLIE
Okay...
                                                            
                       NATHAN
Now around that same time, there
were reports that a prototype
sniper rifle that Astor
Incorporated was putting in
production, had suddenly vanished
from their building.
                                                            
                       ROXIE
What's your point?
                                                            
                       NATHAN
The gun used special
shrapnel-tipped ammunition. Are
you sensing a connection here?
                                                            
                       ROXIE
      (nodding)
Yeah. But, why did it happen?
                                                            
                       NATHAN
Well, after working some magic, I
managed to hack into Astor's
personal files for that answer: he
lost faith. Astor's bailout
project was failing, and he was
trying to pull out... but
Bloomsfield didn't let him. All
the while, Astor was working on
his own project, Project Diamond.
                                                            

94.

                       ROXIE
I don't get it.
                                                            
                       NATHAN
Most of the money was already
going into Project Diamond, which
was already underground since
two-thousand-three. Long before
Bloomsfield was in office. Astor
was systematically screwing up our
economy -- stealing our tax
dollars for Project Diamond.
                                                            
                       ROXIE
Why would he do that?
                                                            
                       NATHAN
He was building his own private
army of super-soldiers to kill off
the poor in Metro City. He's
gentrifying the city for the rich.
You, Charlie, were created to kill
us. First, the police and the
military will make arrests, then
everyone is meant to be executed.
Which explains the police force
outside.
                                                            
Charlie is shocked by this, and so is Roxie.
                                                            
EXT. STREETS OF METRO CITY - SAME
                                                            
Now the military is involved, as the citizens of Metro City
begin to resist being arrested. The situation is now
beginning to get physical as numerous people begin to get
beaten, and RIOTS begin to ensue.
                                                            
INT. BEDROOM
                                                            
Roxie and Charlie can now hear the commotion outside, when
Nathan shows them a GPS MAP and a SATELLITE IMAGE of the
military base housing Project Diamond.
                                                            
                       NATHAN
      (pointing out)
This is the army base where
Project Diamond is -- about
forty-five miles from the city.
                                                            
                       CHARLIE
That's where Astor keeps all the
Products.
                                                            

95.

                       NATHAN
"Products"?
                                                            
                       CHARLIE
It's what Astor called us.
Everyday we were reminded that we
were "products of our own
destruction". And everyday, we
believed him.
                                                            
                       NATHAN
Sounds depressing. Anyways, we
don't have a lot of time, so let's
get moving.
                                                            
Nathan packs up his laptop before they all head out.
                                                            
EXT. DEVON'S HEAVEN, ROOFTOP - NIGHT
                                                            
Nathan, Roxie and Charlie walk out on to the rooftop. From
where they stand, they're easily able to see the riots
taking place. Nathan then turns to Roxie:
                                                            
                       NATHAN
Stay close and follow me; I know a
few shortcuts.
                                                            
They begin running across the rooftops.
                                                            
EXT. MILITARY BASE - NIGHT
                                                            
Traxler is outside as some soldiers get on some trucks,
driving out of the base. However, there are some sticking
around for some reason:
                                                            
                       TRAXLER
Alright, men! I want half of you
to go assist the cops, and the
other half to stay here and round
up the products!
                                                            
Amidst the commotion, Berkeley & Cera approach Traxler.
                                                            
                       BERKELEY
Traxler! What's Operation: Street
Sweeper?!
                                                            
                       TRAXLER
You're looking at it! You see,
Astor had a back-up plan in case
he couldn't bailout the city back
in twenty-twelve. He's gonna
eradicate the root of the problem.
                                                            

96.

                       BERKELEY
That being...?
                                                            
                       TRAXLER
He's gonna kill off the lower
class section of Metro City. Get
rid of the freebies.
                                                            
                       CERA
What?! That's insane!
                                                            
                       TRAXLER
That's the plan! Now are you gonna
join in or not?
                                                            
                       BERKELEY
I'd rather not!
                                                            
                       TRAXLER
Hey! In this situation, you're
either part of the problem, or
part of the solution...
      (draws pistol)
You choose.
                                                            
Berkeley doesn't know how to answer; Traxler smiles then
walks back inside the base.
                                                            
                       CERA
Tom, maybe those kids were right.
                                                            
                       BERKELEY
I think so.
                                                            
Various soldiers continue passing the two PMCs as they leave
for the city.
                                                            
INT. THE F.R.O.G. PIT - LATER
                                                            
There are DOZENS OF F.R.O.G.s gathered at the Pit's town
square; we can see Nathan, Alyssa and Charlie among them all
when Roxie climbs atop a HUGE ROCK in between everyone. She
stands there before everyone, looking around at the huge
number of people gathered:
                                                            
                       ROXIE
People!! Last night, a terrible
event took place right in our very
home!! We watched as the military
invaded our very sanctuary --
chasing us out of our homes and
slaughtering our loved ones in the
process!! Last night, I saw
Lincoln -- your leader and my
            (MORE)

97.

                       ROXIE (cont'd)
mentor -- killed right before my
very eyes, and yet I still ran!
Rutherford Astor plans to kill off
the poor of Metro City, one by one
until there is no one left, and
that includes us! I will not stand
by and let him do it!
                                                            
Everyone is paying full attention to Roxie now.
                                                            
                       ROXIE
I want you to listen closely...
                                                            
Everyone does, hearing faint GUNFIRE (OS) in the distance.
                                                            
                       ROXIE (cont'd)
Hear that? That's the sound of
innocent people being massacred!
The last two days have taught me
something: if we steal from those
innocents, then we are no more
different than the cops and the
soldiers killing them! We are
F.R.O.G.s -- !!
                                                            
                       EVERYONE
YEAH!!!
                                                            
                       ROXIE (cont'd)
Free Runners Opposing
Governments!!
                                                            
                       EVERYONE
YEAH!!!
                                                            
                       ROXIE (cont'd)
To the world, we're just
criminals! But tonight, we can be
looked upon as heroes! So, who's
with me? WHO WILL JOIN ME IN THIS
FIGHT!?!
                                                            
Everyone CHEERS.
                                                            
                       ROXIE
Then get out there, grab a weapon,
AND SAVE OUR CITY!!
                                                            
Roxie's speech puts the crowd in a FRENZY as they grab
MAKESHIFT WEAPONS and head up to the surface. Roxie comes
down from the rock and joins Charlie, Nathan and Alyssa:
                                                            

98.

                       ROXIE
We're going to Project Diamond.
                                                            
They leave.
                                                            
EXT. STREETS OF METRO CITY
                                                            
The empty streets are filled with F.R.O.G.s, each wielding
various kinds of blunt instruments -- ranging from STICKS TO
BATS TO PIPES. As they march down the street, they catch the
attention of the police and RIOT CONTROL TEAMS beating down
the defenseless citizens. An ALL-OUT BRAWL ensues.
                                                            
EXT. MILITARY BASE - LATER
                                                            
Roxie & Charlie are with Nathan and Alyssa outside the base.
They hide among the bushes, watching as another convoy of
vehicles leave the perimeter. The foursome quickly sneak
into the base while the coast is clear.
                                                            
INT. MILITARY BASE, PERIMETER WALLS
                                                            
                       CHARLIE
      (whispering)
I made a tunnel out of the
facility. Come on!
                                                            
Our heroes sneak through the area, occasionally hiding
somewhere to avoid the remaining guards, then quickly
running through the proving grounds and back to Charlie's
tunnel. They crawl inside.
                                                            
INT. TUNNEL
                                                            
Charlie leads Roxie, Alyssa & Nathan as they crawl their way
into the Project Diamond facility.
                                                            
INT. PROJECT DIAMOND FACILITY - SAME
                                                            
Berkeley & Cera are walking behind a group of soldiers whom
are herding all the Products into a large room that looks
like a holding cell. The two PMCs stop outside as the
soldiers do their job inside the room:
                                                            
                       CERA
      (whispering)
Tom, I've seen a lot of shit out
on the field, but this is too
much! I'm getting out of here.
                                                            

99.

                       BERKELEY
      (whispering)
Yeah, but how? If we leave, we're
dead. And we're too outnumbered.
                                                            
                       CERA
      (whispering)
Brainpower overcomes manpower!
Listen, I found a room where
Traxler's men keep their weapons
stash.
                                                            
                       BERKELEY
      (whispering)
What're you planning?
                                                            
                       CERA
      (whispering)
We blow this place up. I heard the
soldiers talk about what they do
to these kids, and it's cruel. I
say we get some C4, free the kids,
and blow this place sky high!
                                                            
                       BERKELEY
      (whispering)
But then Astor will get what he
wants.
                                                            
                       CERA
      (whispering)
I know, that's the only problem.
But at least these kids will be
gone from here. What do you say,
partner?
                                                            
                       BERKELEY
      (beat)
Dominic, for the first time in my
career, I agree with you. Let's
go.
                                                            
They walk away.
                                                            
INT. PROJECT DIAMOND FACILITY, CHARLIE'S ROOM
                                                            
Charlie and the three F.R.O.G.s emerge from the tunnel and
into his old room. He looks around, finding it RANSACKED.
They each climb out of the hole.
                                                            
                       ALYSSA
      (looking around)
Who's room was this?
                                                            

100.

                       CHARLIE
Mine.
                                                            
                       ROXIE
Okay, this is the plan: Charlie
and I will go find the products.
Nathan and Alyssa, you guys go
find some weapons and another way
out -- we need everything we can
to get back out. Be careful.
                                                            
They all leave the room.
                                                            
INT. PROJECT DIAMOND FACILITY, ARMORY
                                                            
The armory is filled with with all kinds of HIGH-TECH
WEAPONS AND EXPLOSIVES when Cera leads Berkeley through the
SECURITY DOOR. They both look around, astonished by their
find:
                                                            
                       BERKELEY
Holy shit...!
                                                            
                       CERA
Told you.
                                                            
They take their pick of guns, grabbing at least TWO PISTOLS,
an ASSAULT RIFLE, GRENADES, PLASTIC EXPLOSIVES, and a lot of
ammo too. The two men then leave the room.
                                                          &