THE ARK

By Tristan Marqui Marshall

EXT. SPACE
Small points of light against timeless black. All is
still. All is silent.
A single point flickers and shines-- goes out- then
SPARKS BRIGHTER. It suddenly shoots towards us and in an
instant we are enveloped by it.
EXT. MONTAGE - THE BEGINING
A distorted image of a living heart on MRI. Its liught
pulses as it beats we hear the sound through umbilical
fluid.
FADES slowly to black.
EXT. FOREST/JUNGLE - EARLY MORNING
Through lush greens of foliage we see a small stone
construct; a Mayan shrine. PUSH towards its shadowy
doorway. the building is ancient, as much a part of the
jungle as the thick vines and shrubs that embrace it on
all sides.
CLOSE on the head of a black jaguar; dying on the ground.
It closes its eyes and takes its last breaths-A low steady hum can be picked up beneath the organic
sounds of the jungle. it gets louder as we get closer to
the door. Deep. Mechanical. Rumbling.-It stops as we stop, just outside-A single red, button shaped light blinks on disembodied
in the darkness.

(CONTINUED)

2.
CONTINUED:
It flashes momentarily- then a blue light just beneath it
blinks on and flashes- Yellow finishes the ritual before
the keypad lights blink out-- chamber comes to life as
the shiny black cryogenic capsule inside ACTIVATES. There
is a miniature LIGHT SHOW against the stone walls. It
finishes with a hiss of air and then quiets leaving only
the three primary colors flashing together and the
primordial sounds of the jungle outside.
EXT. SHRI - LATER
A brightly colored bird pecks for whatever it can find
between the cracks of the shrines stones steps. The BIRD
stops suddenly, knowing-- then flies away.
A man, 40s athletic, stumbles out of the doorway of the
shrine clad in a Hi-tech black body suit. It shimmers
faintly in reaction to the sunlight. CLOSE ON the name
embroidered on the chest: DAVIS. He squints at the
morning sun.
Like a rainforest on Earth but BIGGER more wild looking
almost alien. Tree trunks and ground plants alike are
enormous and so vibrantly colored they resonate.
DAVIS steps closer to one of the ground plants near a
tree the width of his arm span. It resembles a corpse
flower but with a brilliant color palette. Max reaches to
touch it. Just before his gloved fingers can make contact
there is a voice in his head.
VOICE
(metallic female)

the small watch-like display on his wrist projects a

small 3D hologram of the plant before his eyes.
He stares in wonder. And the hologram disappears. The
word on the wrist display now reads: UNKNOWN. The word
flashes briefly and then goes dark again.

(CONTINUED)

3.
CONTINUED:
He looks around again, taking in more this time. As he
turns in a circle he sees his cryochamber through the
doorway of the shrine.
INT. CHABER - CONTINUOUS
Max steps inside and sees the open bed chamber, more like
an open coffin now. There is a circular fixture that
looks like a small camera attached to the underside of
the lid. When he reaches inside it lights up again
revealing the shrines inner walls.
Max marvels at the murals painted there. Intricate scenes
of Mayan priests reaching towards the stars in the sky.
The last scene shows rays of light reaching from the
stars down to meet the outstretched hands of the priest.
The lights blink out again shrouding the mural in
darkness. Max touches the mural and sees the streamers on
his suits glove glowing a pale blue. He looks down and
sees the rest of his suit the same color.
He crouches and looks through the trees at avery large, dark brown deer like animal drinking from a
small river. When the thing lifts its neck Max notices
the huge rack atop its head, like a crown of thick tree
branches, much different than an ordinary deer. It
reminds him of Santas reindeerA stick snaps under Maxs foot and the
darts, much too fast under the implied
antlers, around in his direction. When
its face is brightly marked like that

animals head
weight of its
it does, Max sees
of a baboon.

The man wears a variation of Maxs futuristic black space

suit and has a high-tech, crossbow-like weapon on his
back. Max smiles a little, feeling less out of place.
When the man turns, Max sees the suit reaches up the
mans neck and up over his ears. Attached to the earpiece
is a lightly tinted convex visor shielding the mans
face, from the top of his head to his lips. His mouth and
chin are painted black.

(CONTINUED)

4.
CONTINUED:
Weary of another encounter with anything in this jungle,
Max stays low and heads around the clearing-- He has to
stop when he runs into another man, dressed the same as
the first, coming up along his path.
Max stands slightly and tries to go back the way he came
but the second man sees him and SHOUTS-SPOT!

OVERMAN

Both men are immediately approaching his positionMax sees them for a split second and then
out over the small oasis to the jungle on the other side-TIME SLOWS as he weighs the odds-He BURSTS outside into the clearing, catching the two men
by surprise as he starts to splash across the water-The reindeer barely cares, only turning its brightly
decorated head to watch him pass-Max spares a quick look back to see the visored men
giving no pursuit as they watch him from the opposite
side of the jungleWhen he turns back to the land ahead of him he sees two
more people on the bank. One of them is a woman dressed
exactly the same as the two men, but the other is wearing
some sort of lab coat over his suit. The sleeves and
bottom half of the lab coat are missing but there is
still a name tag above the left breast pocket and a pair
of spectacles in the pocket itself. He also doesnt wear
a visor.
Max has little time to ponder this as he stumbles on his
way out of the waterThe woman is pulling some sort of baton-prod weapon from
her belt and prepares to intercept him while the guy in
the lab coat stares in seeming disbelief.
Max takes a few quick steps out of the water and towards
them before he LAUNCHES a fistful of mud at the woman
with the baton. It hits her visor squarely and SPLATTERS
like a snowball on a windshield. She starts to swing the
baton wildly and paw at the mud with her other hand.

(CONTINUED)

5.
CONTINUED: (2)
The guy in the coat jumps away from her in fear of being
hit with it and Max DARTS through the opening between
them-- He can hear the other two men coming across the
water to chase him nowHe chances a look back towards the guy in the coat who is
now smirking at him-He turns back and abruptly runs, full out, into the
equivalent of a concrete WALL; CAPTAIN CALEBs, chest.
Flat on his back again, and fairly dazed, MAX can hear
voices floating above him. All of them speak English but
some with strange accents-When his vision clears a little he is staring up at a
particularly large man wearing an ear to ear grin on his
face-- Captain Caleb is dressed in a more elaborate
version of the black space suit, and, like the man in the
lab coat, he has no visor or face paintThe man in the lab coat is suddenly standing next to
Captain Caleb who has somehow produced a strange looking
gun. Caleb opens his mouth to speak.
CALEB
Sorry about this, mate.
The man in the coat aims the gun down at Max and shoots.
INT. VILLAGE MEDICAL HUT - LATER
Max awakes again with light in his eyes, although this
time the light is not from the sun but from a lightstand
that is positioned over the makeshift gurney he lies on.
He turns his head to see a young boy moving around the
hut tending to the various refurbished medical equipment
in the room. He wears the body suit but his race is
clearly native to this island.

(CONTINUED)

6.
CONTINUED:
When he sees Max watching him he smiles embarrassed and
quickly leaves out the front door-When he is gone Max tries to yank free of the twist-ties
holding him to the gurney. He sees the spent tranquilizer
dart they shot him with on a tray next to him-A few moments later the guy in the lab coat walks in
holding an electronic medical chart in his hand.
He looks up from the chart at Max with curious eyes. When
he speaks his pace is measured and he enunciates every
word.
DOC
Hello, sir. My name is Simon. But
that was a long time ago. Now
everybody just calls me Doc. Who
are you?
Max s expression says he hasnt the slightest idea and
furthermore this is the first time the question has
occurred to him.
MAX
I- I dont know.
DOC
Well, you speak English very well.
Are you from America? How did you
get here then? Is there anyone
else with yoCALEB (V.O.)
Now, Now, Simon. Let the man gain
his bearings.
DOC
Of course, sir.
He goes over to his lab table as Captain Caleb strolls
in.
DOC
Hes got no sign of Darwin. And a
clean bill of health otherwise.

(CONTINUED)

7.
CONTINUED: (2)
CALEB
Good show! Get the man a new suit!- And untie him for Christs
sakes.
Caleb walks closer to the bed until he is at Maxs feet.
He is still wearing his grin from earlier.
Doc comes back with the suit and tosses it to Caleb then
goes back to his chart.
What is it?

MAX

CALEB
Same as yours, just without those
holes.
Max looks confused.
CALEB
Theres no ozone layer up there,
mate. UVB rays are just about our
most dangerous enemy these days
and we dont exactly have a corner
store to run and get sunscreen
from around here, do we. Not that
it would work, even if we did. So
this will have to suffice.
DOC
We call it a BBR suit-- Thats
Black Body radiation. It absorbs
the harmful stuff and converts it
to heat energy, dispersing it
along the whole suit and storing
it in the special cells of the
material. When the sun goes down
it gets pretty brisk around here;
Below 40 degrees. The suit
releases the stored heat to keep
the body warm. It also masks most
of the black body radiation humans
emit; hence the name. Makes us a
lot harder for animals to see at
night.
Caleb hands the suit over.

(CONTINUED)

8.
CONTINUED: (3)
CALEB
Alright, enough with the science
class, Simon. You put it on and it
helps keep you from getting dead,
mate. You dont need to know much
more than that to use these days,
do ya?
Yes, sir.

DOC

CALEB
Whats important to know is that
when you put that suit on you
become a soldier of Olympus. Its
a binding contract.
Max gets up.
OLYMPUS?

MAX

Caleb turns his back and looks out the peep in the door
curtain and Doc gives Max a humor him expression.
CALEB
Oh you really are out of the loop,
aint ya. Feels like Im back in
the old days talking to a fresh
faced young cadet about saving the
world. Except of course, that boat
has sailed.
MAX
Yeah, I dont think Im really
following you here.
CALEB
Were the last people on the
planet, mate. All those ancient
prophecies and apocalypse
scriptures finally came true. The
how and why are a bit complicated,
you understand, but suffice to
say, You, my young friend, are
at The End..
Max is putting on the suit and now stops halfway dressed.

(CONTINUED)

9.
CONTINUED: (4)
MAX
Wait, what? How could that have
happened? This place still looks
fine.
CALEB
As I pointed out, the how is a bit
of a long tale and it matters
little seeing as the outcome has
already happened. The only
question left that matters is
What are we gonna do about it?.
Its now intrusted to us to start
the new generation of mankind. So,
in my book, that makes us Gods
Army. Sort of like the old Greek
gods, we are. Watching over a new
beginning. And that would make
this a lot like Olympus.
Turns to see Max fully dressed.
He motions for Max to join him at the door to the hut-He gives the speech like a born leader of menCALEB
We call ourselves the Overmen.
The first army of the last men on
Earth! Our mission is to rebuild
civilization and that pursuit is
not without its dangers, believe
me.
He pulls back the curtain
military camp.

to reveal a large tribal

CALEB
Welcome to the Jungle, mate.
EXT. TRIBAL CAMP - MOMENTS LATER
Caleb and Max walk through the small encampment as the
warrior tribesmen go about there daily preparations.
There is weapons making-a kitchen area consisting mainly of a stand up grill-soldiers quarters;

(CONTINUED)

10.
CONTINUED:
small triangular huts made of straw-- and then tribesman
posted further out along the perimeter to keep watch-Every area is well covered and shaded from the sun.
The tribesman themselves are diverse in race; some, like
the young medical assistant, are native to this island;
and most wear some variation of the black space suit.
Some of the men wear fatigues jackets cutoff at the
sleeves over their suits but not many..
Most of the Overmen seem to avoid looking at them as they
pass but Max notices a few weary glances as the stroll
through camp.
CALEB
We are now the rare species,
zapped back into prehistory. Were
not exactly the top of the food
chain either. Theres much BIGGER
things out there now. Good thing
weve still got our wits......
Were a mixture of tribes that
were native to this island before
we Americans got here plus the few
scientist and soldiers left over
from the original Genova project
2055A.D.; thats (A)fter
(D)estruction. 3 years later we
lost all contact with the outside
world-- Not a peep. A lots
happened since then but as far as
we know the ground were standing
on is the last civilized ground on
earth.
Max looks out passed the perimeter guards.
CALEB
You know about earth?
MAX
Yes-- Im from here.
Caleb stares at him-- Then he slaps him on the back.
CALEB
Well regardless, youre here
now, aye.

(CONTINUED)

11.
CONTINUED: (2)
Max notices a few of the strange giant deer grazing
near a few of the Overmen.
CALEB
Oh, we call them Reindeer.
Reminds us mainlanders there used
to be a Christmas.... Doc says the
change in climate caused them to
adapt the antlers-- and those face
masks. Theres not many of them
around but they graze the whole
island. Predators wont touch em.
The worshippers think theyre
forests spirits or something. Like
unicorn.
One of the Overmen feeds the Reindeer from his hand.
CALEB
Theyre usually right grumpy
buggers. But some of em are real
nice chaps.
Doc comes up to them from behind.
DOC
Alright, ready to have your palm
read?
Hu?

MAX

DOC
Oh, its a pre-emptive measure.
Captain Caleb makes sure I give
any new guys a psych evaluation
before their allowed into the main
camp. Make sure were not
accepting any loose screws.
CALEB
We run a tight ship!
Doc salutes Caleb and turns to go with Max.
Caleb calls to them.

(CONTINUED)

12.
CONTINUED: (3)
CALEB
Even if hes crazy dont push him
off the edge!
Doc raises his hand in affirmative without turning.
EXT. NEAR JUNGLE WATERFALL - LATER
Doc and Max exit the forest close to a huge vista that
drops off a cliff ahead of them. To their right is a
river that drops over the cliff into a waterfall.
Doc ignores the waterfall and continues to the edge of
the cliff-- Once there he sits with his legs dangling
over the edge-After a few moments Max copies him.
DOC
You know I was originally a
psychiatrist? Did medical school
at Stanford like everybody else
but never saw any of the real
blood until I came out here. I
always hated the hands on stuff
in school, but, damned if it
didnt come in handy here. If it
wasnt for my training the locals
would have probably eaten us for
dinner instead of inviting us in
for it. After everything settled
down I became the head shrinker
around here. Trust me, the end of
the world is a lot like Lord of
the Flies.
Doc sidearms a rock out into nowhere.
DOC
Its amazing how different the
mind and the body are. The mind is
unexplainable, you know. Its
predictable to a point, just like
the body. But the predictions are
based on environmental conditions.
(MORE)

(CONTINUED)

13.
CONTINUED:

DOC (CONT'D)
If environmental conditions were
to change unpredictably then the
minds reaction is likewise,
unpredictable.

Max stares out across the empty space, in much the same
direction as Docs rock flew earlier.
DOC
So youre from that tomb thingy,
hu?
Max looks over at this.
DOC
Small building made of really old
rocks. Futuristic black
sarcophagus inside. The building
was already there of course but
some of the Overmen found the
coffin thingy a couple months ago.
The natives think it came from the
sky but us mainlanders figured it
was probably a bomb or something.
Humanitys had bad experiences
with cracking open rocks from the
sky lately so we were pretty
paranoid. We talked them into
letting us put it in that old ruin
and make like a shrine to it-- Now
that youre here-What?

MAX

DOC
Were thinking maybe we were
wrong.
MAX
You think Im an alien?
Doc gives him a long look but doesnt answer.
MAX
Yeah-- Well, I woke up outside it
on the ground so I wouldnt jump
to any conclusions.

(CONTINUED)

14.
CONTINUED: (2)
DOC
You see anybody around?
Max remembers the lion.
A snake.

MAX

DOC
Plenty of snakes around here-Youre not crazy for seeing that.
Do you remember anything before
that? Anything at all?
Max catches flashbacks from the dream he had before
waking on the jungle floor. Running through the forest.
The cliff. The city of lights. The FIRE..
The Doc snaps his fingers.
DOC
Hey, you still with me? You look
like a lemming ready to walk off
the edge.
MAX
Im here. I just remember having
this dream before I woke up on the
ground. Its really the only thing
I can remember.
DOC
I see. Well, maybe it wasnt a
dream. Want to tell me about it?
MAX
There was this-- girl.
DOC
Ohhh, that kind of dream.
MAX
No-- we were standing on a cliff
overlooking a city. At least I
think it was a city. It was all
shining. And it was night but the
sky was all lit up like the stars
had come down to earth.

(CONTINUED)

15.
CONTINUED: (3)
Max tosses his own rock out into open space. It doesnt
go as far as Docs did.
DOC
Well, lets hope that with
everything else going on, that
doesnt happen.
MAX
So-- what is this place? Really?
DOC
Didnt the Captain tell you?
MAX
He said THIS IS OLYMPUS. Like
THIS IS SPARTA.
They both laugh.
DOC
Yeah, well, he calls it Olympus.
But considering the circumstances
of our situation Id say Home of
the Gods and Lord of the Flies
amounts to about the same thing.

But, how?

MAX

DOC
(laughs)
I guess you have a right to know
the nightmare you woke up in. But
Ill give you the Wiki version.
The year 2050 was a major occasion
for humanity. We had reached the
pinnacle of scientific
advancement. Clean self sustaining
energy had led to World Hunger
being reduced to 5 percent. And it
doesnt take Einstein to figure
out that with everybody in the
world fed, World Peace wasnt far
off. We were close, very close, to
making the Earth a paradise. That
was until the asteroid hit.
(MORE)

(CONTINUED)

16.
CONTINUED: (4)

DOC (CONT'D)
Technically it hit the Earth about
20,000 years before, but Im
pretty sure we didnt feel the
impact until we opened the damned
thing up. Scientist were
speculating that, based on the
asteroids chemical makeup, it and
others like it may have
contributed some of the organic
elements that created life on this
planet as it came down through our
atmosphere. Unfortunately what was
inside when we opened it was death
for humanity. It was space
bacteria. At first it was deemed
harmless to sentient life but when
the bacterium came into contact
with Earths native bacteria it
initiated a process called
horizontal gene transfer
creating a whole new bacterium on
Earth. All too soon our greatest
fears were realized when we found
it was a pathogen--- and it was
hungry. It could metabolize
certain specialized proteins
produced only in the human frontal
lobe. Infection resulted in rapid
neurodegeneration and brain death
within 2 weeks. Most animals and
plants arent higher functioning
so they dont produce the right
proteins in the necessary amounts
to support the disease. In other
words, this baby was tailor made
for us. We called it Reverse
Darwin, or just Darwin for short,
because it was undoing the things
that made humans special on this
planet. It was literally devolving
us and it was spreading like a
cold---- With an unstoppable
epidemic on our hands the world
suddenly felt like a Cosmic
Kindergarten Class. As soon as we
had learned to share or toys and
play together nicely it was time
to go home. There was crying and
screaming, looting, mass suicides,
and even the mass murdering of
animals. I guess some of us
decided if we couldnt have the
planet then nothing would.
(MORE)
(CONTINUED)

17.
CONTINUED: (5)

DOC (CONT'D)
It was sad because we had the
technology-- We just didnt have
the time-- It was too fast. Too
powerful. It was a God... Like the
Great flood in the old
testament... A third of the
worlds population wiped out in a
year. At about 50% world pop the
government wrapped us up and sent
us to this island facility with a
military escort. They were hoping
we could save the world.

He throws another rock.

DOC
But we couldnt. It was a full
three years before we even figured
out the truth of what Darwin was.
By that time we had stopped
hearing anything from the
civilized world....
(another rock toss)
The bacterium never made it to
this island and neither did
another living soul. Everybody was
so scared of being infected we
never even bothered to build a
boat and try to go see for
ourselves. Although, the tide may
be changing on that issue. Darwin
bacteria cant survive without
human hosts. If everybody on the
mainlands is really dead then so
is Darwin.
Beat
MAX
So everybody is dead?
DOC
Probably. Theres been neither a
boat nor a plane nor as much as a
text message to this place in the
passed 10 years. Most of the radio
frequencies are dead too.
He starts to get up as the sun starts to go down.

(CONTINUED)

18.
CONTINUED: (6)
Max gets up too.
DOC
Thats how this island became the
end-- and the beginning... Captain
calls it Olympus. He sees us as
Greek Gods indebted with watching
over whats left of humanity but
for most of the rest of us this
island is an ARK floating on the
ocean. And we arent Gods were
just survivors-- the lucky ones.
Max turns back to the setting sun, clearly troubled.
DOC
Something else bothering you?
MAX
What are the suits for then?-Pardon?

DOC

MAX
You talked about the disease but
what does that have to do with the
ozone layer?
Doc laughs again and stands with his toes at the edge as
he looks down into the dark abyss.
DOC
Ahh, not only sane but astute. The
ozone layer was our fault, really.
See we didnt have the equipment
here to duplicate the clean
energy machines on the mainland
so we had to resort to a slightly
older form of sustainable energy.
Suffice to say its not very good
for the environment. After 5 years
UV levels over the island had
doubled. These suits were original
prototypes the scientists at the
old facility invented since the
worlds ozone layer was already
mostly destroyed when we came
here.
(MORE)

(CONTINUED)

19.
CONTINUED: (7)

DOC (CONT'D)
A few like the Captains were
modified for military use but
there arent many of those running
around.

Max catches his arm suddenly very intense.

MAX
Whats going on here?
Doc looks from the hand on his arm up to Maxs face with
a dangerous smile.
DOC
(severe)
A lot of strange things have
happened on this island since we
got here. But how do I know youre
not the enemy?
BEAT
Doc slaps him on the back.
DOC
Just a little New world humor. The
Captain probably wants to tell you
some himself. He knows a lot more
about what happened on this island
than me anyways. And he just loves
a good motivational speech.
Max tries to look back across the drop but it is too dark
to see ahead now.
CALEB (V.O.)
Hey, you guys out here kissing
under the moonlight? Either that
or all the crazy on this island
finally pushed you over the edge,
Doc.
DOC
(to Caleb)
No, sir. Weve come too far for
that havent we.

(CONTINUED)

20.
CONTINUED: (8)
CALEB
And hows our boy?
DOC
No crazies here. Hes a rock.
CALEB
Good Man! Lets get back before it
gets dark. Dinner time!
INT. CALEBS HUT - LATER
The inside of Calebs hut looks like that of most
military men. There is one table, one chair, one cot.
Every other surface is covered with plans and strategy.-A modest dinner is set up on Calebs table-- He motions
Doc and Max to sit down.
CALEB
Ahh, I so seldom sit down for
dinner. Always working, you know.
He gestures around the hut.
CALEB
So I guess youre probably
wondering by now what it is were
doing here.
MAX
Well, Doc gave me the high points.
Did he.

CALEB

Caleb smiles a little surprised at the sudden wit.

CALEB
What he told you was history,
mate. The story Ive got to tell
is a little more-- current.
He cuts into his meat and pops a piece into his mouth.

(CONTINUED)

21.
CONTINUED:
DOC
Im not sure hell believe us,
Captain..
MAX looking at his plate-MAX
Im still digesting the part I
already know.
CALEB
Yeah, well, eat up. Dinner and a
movie, and then well take a
little trip cuz uh-- plenty has
changed but seeing is still
believing, mate.
EXT. JUNGLE HUNT MONTAGE - NIGHT
Caleb tells his story at dinner as we watch a group of
Overmen clad in their sleek BBR suits SLITHERING through
the twilight jungle SOUNDLESSLY-- The black solar plating
of the suits is smooth and scaly, GLISTENING in the
moonlight. They are SNAKESKIN NINJAS-CALEB (V.O.)
Make no mistake about it, son.
There is a WAR being waged on this
island. Just as there was at the
beginning of time. It is man
versus beast and it is to the
death. Call it survival of the
fittest or natural selection. Call
it Gods will if you want. We are
outnumbered, overpowered, and
very far away from home. But the
thing is, we men will never be
outsmarted. You see we all came
here 10 years ago hoping to find a
cure for humanity but what we
found was much bigger than that.
What we found was a new beginning
for all mankind. This camp
represents most of the remnants
from original Darwinian team.
Mostly soldiers who survived Dr.
Patels betrayal. But Im getting
ahead of myself. Let me start
again--

22.
MONTAGE - THE BEGINING - 10 YEARS EARLIER
Documentary style clips of Captain Calebs flashback
intercut with clips of the three men eating dinner in the
present.
CALEB (V.O.)
Two teams were sent to this
island. A group of soldiers and a
group of scientists. The scientist
were here first, before the Darwin
outbreak happened. The military
base was still under construction
at the time but the research
facility was a doozy, let me tell
ya. Particle accelerators,
cryochambers. Sci-fi stuff. They
could split atoms in that place-or start a nuclear war from the
new Mili Compound. We flew in
with the new head researcher, Dr.
Winston Miyazaki, a double Phd in
physics and genetics. He was
appointed specifically to tackle a
cure. His assistant, and ex-head
researcher, was Dr. Ellen Hodges;
A genius geneticist fresh off
winning the Nobel Peace Prize for
her theory on facilitated
embryogenesis. She had been here
when the project first started,
you understand, as a part of the
first team of nerds that designed
the facility. Now this island was
chosen not only for its
remoteness but for biodiversity.
Even so we brought a bunch of
animals along with us, as test
subjects you understand. Well,
suffice to say, Dr. Miyazaki and
Dr. Hodges had very different
attitudes and approaches to the
research and they DID NOT see eye
to eye. Miyazaki was a quite
curious fellow. Very smart and
capable he was, but affable. He
was in it purely for the science.
Made him come off as sort of
immature; sort of a hippy. Hodges
on the other hand was a tyrant. I
mean she was such a little fire
breather.
(MORE)
(CONTINUED)

23.
CONTINUED:

CALEB (V.O.) (CONT'D)

She didnt like being demoted
for Dr. Miyazaki one bit and the
woman was obsessed with creating
something from scratch. Really
anything, I think. As far as she
was concerned the rest of the
world had ceased to have meaning
long before Darwin showed up.
After we stopped receiving
communications from the mainland
it was like she had a license to
kill. Miyazaki focused on
research mainly, but Hodges was
into development. After they
isolated the RNA from the Darwin,
Hodges went to work on it. Within
a year she was splicing Darwin
cells with embryonic stem cells
from our pregnant mother lion.
Poor thing died giving birth to
that cub, she did. It was like the
Omen. Horrible beast. Its growth
was twice that of a normal lion
cub and it was bloody smart. We
found out that while the bacteria
caused devolution in humans the
animal strain was quite the
opposite. The evolution of Leos
cognitive brain function was off
the charts for any animal. MRI
showed abnormalities, of course;
defects in certain personality
traits like aggression and normal
social skills but Hodges didnt
care. She had proof she was on the
right track. Meanwhile we could
almost see Leo working us out when
we were in the room. A bunch of us
wanted to kill it but Hodges
talked us into leaving it locked
up. That was our first mistake.
Because as soon as she realized
that the animal strain of Darwin
she extracted from Leo could be
used on humans he was
forgotten........ She proceeded to
infect chimps since they share
most of our DNa already and then
started treatments on a fellow
scientist, Dr. Deidra Patel.
(MORE)

(CONTINUED)

24.
CONTINUED: (2)

CALEB (V.O.) (CONT'D)

While the new Darwin strain made
animals smarter, in humans it
affected the secretion of certain
primal hormones, namely
adrenaline. It caused the
pituitary gland to release and
sustain higher levels of
adrenaline throughout the body.
Increased strength and speed,
bacterial immunity, heightened
senses, . Dr. Patel was like a
female version of Wolverine, she
was. When she turned on Dr. Hodges
it was a complete surprise.
Looking back at it now I cant see
how though. We didnt exactly
know what powers we were playing
around with. In the end we were
just playing with fire. Dr. Patel
knew the whole place and how it
all worked-- better than any of
us. She went crazy and all but
destroyed the place in a matter of
hours. Most of the scientists and
many of the soldiers lost their
lives..... The last of us was
forced to flee to the unfinished
military installation at the edge
of the island. We took what
supplies we could carry and ran.
By the time we got there and took
a inventory we found out we didnt
have Dr. Miyazaki anymore. In
truth we didnt have much else
either. Dr. Hodges was a complete
lunatic by then. Dr. Frankenstein
she was. Didnt care about food,
didnt care about dr. Miyazaki,
didnt care about us. A group of
us decided to go out and look for
Dr. Myazaki and scavenge any
supplies that were left. When we
got there Dr. Patel was waiting.
She wasnt gonna let us anywhere
near the old facility. She was an
animal now. At that moment we
realized we really did have
nothing. On the way back we met up
with a native tribe that took us
to their place, fed us, tended our
wounded.
(MORE)

(CONTINUED)

25.
CONTINUED: (3)

CALEB (V.O.) (CONT'D)

The next day we decided we had
more of a future with them than at
either of the facilities-- so we
stayed. We taught them what we
knew and they taught us what they
knew. Together we decided to start
something new from the ashes....

CUT TO:
INT. CALEBS HUT - PRESENT

CALEB
But there was still a problem. A
few months after we settled in
people from our new tribe started
coming up missing. At first we
thought it was Leo, who we hadnt
seen after the destruction broke
out, or even Dr. Patel, which we
took to calling Pandora, for
obvious reasons. The tribesmen
helped us track the culprits back
to Dr. Hodges new facility. She
was kidnapping us. Probably using
us for test subjects. Problem is
we cant get anywhere near the
new facility without the laser
keys stored in the old facility.
And we cant get near the old
facility bcuz of Pandora. This
here is just our military post. We
cycle different groups of soldiers
from here to our safe zone.
DOC
Pandora has a group of followers
too. Natives who broke off from
the tribe after we joined. They
believe Pandora is the physical
manifestation of Mother Earth; a
Goddess. They worship her; call
her Queen Mother, for Christs
sakes!

(CONTINUED)

26.
CONTINUED:
DOC
Her followers are more like an
army now.
Caleb eyes Doc.
CALEB
A primitive army. A band of
warrior priests... Despite that
they have managed to hold us off
for this long. But i think the
tide might be changing in our
favor finally.
MAX
And you think it has something to
do with me?
Caleb pricks his last piece of meat from his plate with
his fingers and eats it.
CALEB
Enough talking. Its about time we
showed you something.
CUT TO:
EXT. TWILIGHT JUNGLE - LATER
Calebs voice can still be heard as we watch the Overman
in their snakeskin suits reach a clearing that is at the
bottom of the waterfall Doc and Max sat next to earlier.
We now see they are all armed with either the high-tech
bow and arrow or one of the electric prod batons.
CALEB
Listen, mate. I may not be in the
running for the next Nobel Peace
Prize but I aint exactly a native
either, if you catch my drift. I
know one things. You didnt come
here on the same boat we did. And
what that means is you might be
our best weapon.
There is a large open area around the lake/oasis that the
waterfall feeds. The scenery of the jungle at night is
much different han in the daytime; more alive.

(CONTINUED)

27.
CONTINUED:
The colors on every surface seem to glow. Like everything
is painted over in dull neon.
Max watches as a strange dragonfly/firefly hybrid lights
on a flower whos petals glow a pale translucent blue-Caleb creeps up beside him.
CALEB
Beautiful isnt it. Were not sure
what makes the forest glow at
night but it aint bad.
A voice comes over Calebs earpiece.
OVERMAN (V.O.)
Were missing a man back here... I
think its Leo.
CALEB
Damn it. Probably been tracking us
since we left camp.
(to Max)
Hes never followed us this close
to the inner jungle. You must be
important-There is a scream of pain or terror from far back in the
procession-- Its followed by a scream of terror.
Great!

CALEB

He turns to Doc.
CALEB
Doc, get him to the ruins. Ill
meet you there-- If not, you know
what to do.
Without waiting for a reply Caleb turns and heads back to
where the screams came fromDoc turns to Max-DOC
That sounded like an order.

(CONTINUED)

28.
CONTINUED: (2)
CALEB (V.O.)
Alright, Overmen, lets go to
battle.
(to Max)
Lets go.

DOC

Doc gets up and Max follows-- They run out into the
clearing and tromp down into the lake-- they swim to the
other side.
When theyre out of the water Doc hurries to the jungle
but Max stops to look back at Caleb and the Overmen who
are further into the thicket now and hidden from view.
DOC
Come on. Theyll be alright. The
Captains strong.
Max accepts this and follows Doc into the jungle.
EXT. JUNGLE - CONTINUOUS
They are running with Doc leading the way.
Max follows, finding it a little harder to navigate the
jungle in the dark-- His visor display shows his vitals
and the current temperature as 45 degrees.
Suddenly the sky behind them is alight from some sort of
explosion. Doc doesnt stop or even turn to look.
DOC
Flash Bomb! It temporarily blinds
anything with night vision.
Max sees Doc running ahead of him with the sky full of
light and remember his dream again-- He remembers the
lights in the sky, much brighter than the flash bomb and
the way the light caught HER hair. AND the cliff
overlooking the city-

(CONTINUED)

29.
CONTINUED:
Max can see Doc is about to reach a break in the forest
now. Huge dark structures loom like angry giants frozen
in eternal battle-Doc stops to catch his breath as he reaches the edge of
the jungle-Max vaults over a root, more comfortable in the dark now,
and just before he reaches the end of the thicket himself
a large graceful shadow glides in from his right side and
collides with him in mid air, tackling him out of sight.
CUT TO:
EXT. JUNGLE RUINS - CONTINUOUS
Doc turns back, still gasping for breath, and wondering
why Max hasnt come out yet.
Max?

DOC

He tries to peer deeper into the trees.

MAX!?

DOC

He raises his arm out in front of him in a halt gesture

and we see the lines of piping from his suit meet at a
circular node in the middle of his gloved palm. The node
starts to glow. In seconds his palm becomes a flashlight
and he searches for any sign of Max.
CUT TO:
EXT. JUNGLE - CONTINUOUS
Max rolls to his feet-- as does the hulking shadow that
we can now see clearly as Leo.
They stare each other down; Max shows much less fear of
Leo now.

(CONTINUED)

30.
CONTINUED:
The lion steps to its left trying to circle him-Max does the same keeping the distance between them
constant.
MAX
Its Leo, hu? !
Leo circles more and Max moves accordingly as if they are
sharing a dance from across a room.
Max reaches down slowly and grabs a stick near his feet-Leo growls .
Docs light sweeps quickly passed the area breaking the
moment slightly-- Leo poises himself to pounce
MAX
A king of few words, huSuddenly Max flings a rock; quickly from his hip like an
old school western-- The stick in his other hand was just
a ruse.
It takes Leo by surprise and gives Max a chance to turn
and RUNMax turns and feels his hands and face press against cold
concrete; the leftovers of what was probably a concrete
wall jutting out of the ground behind him. The surface of
the wall is dark with vines and leaves making it almost
impossible to detect in the dark but it completely blocks
his escape-Bloody smart-

MAX

He turns and gets his arms up just in time to catch Leo

as he falls upon him-Max tries to get the stick between them but Leos teeth
snap it like a pencil and his mouth finds Maxs forearm-Its paw crashes against his visor and cracks it

(CONTINUED)

31.
CONTINUED: (2)
Max screams in pain and jabs the half of the stick left
in his free hand into the lions shoulder-Leo roars and loosens his grip long enough for Max to
slip his arm outMax manages to get a knee into Leos chest-Leos jaws snap closed again inches from Maxs face and-its huge paw scrapes down Maxs chest, shredding suit and
skin alike-Max screams again and uses both arms to push the animals
head up and away from his face-He can now hear Doc calling his name from somewhere off
to the side-Leo paws at Maxs arms trying to find purchase-Suddenly the piping on Maxs whole suit starts to glow;
just as the palm of docs hand did for the flashlight-It gets brighter until both Max and Leo have to shut
their eyes against it-Doc gets to them just as Maxs suit is going a blinding
white hot-- He is awestruck at the sight of Maxs suit
but he quickly gets his bearings and raises his hand as
he did for the flashlight-This time however the light on his gloved palm is much
brighter; but not near as bright as Maxs suit-With his other hand he aims the high tech cross-bow and
FIRES-The huge lion is thrown off Max and into the hidden
concrete wallIt is up quickly and facing Doc now with a few tufts of
its mane still smouldering-- But Doc hasnt lowered his
hand or the bow. Instead another arrow pops up from the
stock and loads itself automaticallyMax groans loudly from the groundDoc glances at him and sees the lion disappear
jungle when he does. Doc keeps his light aimed
for a few moment longer.. Then he lowers it as
to dim and heads over to MAx, who hasnt moved
Doc starts to lift Max by the shoulders.

into the
and ready
it starts
yet.

32.
EXT. JUNGLE RUINS - CONTINUOUS
Doc drags Max out into the clearing in front of the ruins
and lies him down as gently as possible.
Shit!

DOC

Maxs wounds look bad. There is a long triple slash down

his suit and his arm is bleeding profusely. He is
unconscious.
Doc reaches down and lifts off the cracked visor-He checks Maxs pulse-When he finds one, he stands back up.
He looks back behind him and into the dark jungle,
wondering how far back are Caleb and the othersA breeze blows and Doc shivers like its freezing-then he turns to look forward at the ruins of the old
facility-Passed the gates is a vast courtyard decorated by rubble
and pieces of machinery from the explosion of the old
facility. Everything is covered in moss and vines and
weeds grow up through the concrete ground. It looks like
the home of an ancient advanced civilization; long
forgotten-Doc checks the corner of his visor screen and sees it
reads 41degrees. He shivers again and makes his decision.
He reaches down and grabs Max by the shoulders again.
INT. FACILITY LOBBY AREA - CONTINUOUS
Doc pulls Max inside the missing double doors of what
used to be the old facility lobby. Most of the paint on
the walls and the tiles on the floor are gone. The
stairwell on either side of the room lead nowhere as most
of the second floor is also missing.

(CONTINUED)

33.
CONTINUED:
The part of the ceiling that is intact is directly over a
large decorative fountain that sits in the middle of the
lobby floor. The fountains spout only gurgles instead of
spitting now but it looks as clean as the water in the
river. The fountain itself, like the rest of the room, is
dirty and covered mostly by candles and melted wax. Small
statuettes and fresh flowers take up what space is left.
It is clearly another shrine of some kind.
Doc cautiously drags Max over and lies him propped
against the lip of the fountain.
Then he stands and starts to reach into the water for a
drink.
He looks up and freezes in place-- Standing across the
room from him against the wall is a young girl wearing a
heavy wolf skin like a cloak around her shoulders. Her
hair is shaggy and shoulder length, like a mane to keep
her head warm and an Overmans visor hangs around her
neck. Her skin has a light tan from the sun.
Their eyes are locked on each other for a few moments-and Doc makes the slightest movement-- his suit overlay
flickersThe GIRL raises her hand, palm out, and we see she is
wearing a single oversized Overmans GLOVE-Doc looks confused-- ?what is sheHER glove lights up; much faster than when Doc shot LeoDoc starts to raise his bow knowing he doesnt have
enough light OR TIME for the shotWhen the blast comes it is impressive. If not for the
recoil of the girls bony arm Doc wouldnt have stood a
chanceHe shifts at the last moment and sidesteps the girls
shot entirely letting the photon plasma tear a chunk of
the wall away behind him-

(CONTINUED)

34.
CONTINUED: (2)
The girl steadies one arm with the other and aims again-Dont shoot!

DOC

LILY
Give me a reason!
After a few moments Doc starts for the door. Once there
he turns and looks back at Max-LILY
You know if it was my mother
instead of me youd be dead
already.
Doc turns and runs back towards the jungle.
When shes sure hes gone she sighs heavily and starts
around the fountain towards the door-- She stops when she
sees Max-- She stares for a long time as if she cant
quite believe hes real-- her legs carry her over and
kneel her down to his side.
When she touches his face he moans weakly and she pulls
back like shocked by electricity-- An inhuman female
voicePANDORA (V.O.)
Lily!? Whos in there with you!
LILY
I thought he was dead, Queen
Mother!
PANDORA/QUEEN MOTHER is tall and model-esque. Her
perfectly straight, jet black hair hangs down over her
breasts and frames her large beautiful features. Her skin
is the deep tan of east India but her wolfs cloak,
headdress and sparse clothing give her the look of an
Indian more native to the Americas, or a mythical
Amazonian. Her gaze is cold and mysterious and her
movements have a sultry grace. It seems the raw magnetism
of the animal is exuded through every pore of her human
physique.
An Overmen?!

PANDORA

(CONTINUED)

35.
CONTINUED: (3)
LILY
Yes, Queen Mother. Another man
left him here. I shot at him and
he ran away.
PANDORA
You need more training with that
weapon before it is effective.
Pandora comes around the fountain as she speaks. When she
sees Max she stops and stares at him strangely.
Lily aims her glove down at Max and steadies her glove-LILY
Ill kill him!
Wait.

PANDORA

Lily stops, truly surprised.

PANDORA
Go and get a medical syringe.
LILY
But I havent synthesized another
batch yeGO!

PANDORA

Lily jumps at the order and hurries out.

Pandora walks over and lowers her nose to Maxs wound-Lily comes back in with a small case and a syringe gunShe kneels next to Max and opens the case then loads the
gun with a capsule from the three remaining. She steadies
the gun near his neck and stopsAre you sure?
Do it, girl.

LILY
PANDORA

(CONTINUED)

36.
CONTINUED: (4)
Lily gives him the injection-PANDORA
Take him to my chambers.
Lily closes the case stands and starts to grab Max by the
shoulders.
EXT. PANDORAS CAMP - NIGHT
Max opens his eyes to the stars of the night sky. He can
barely move but he can see that he is in a small hut/tent
made of straw, not much different than the Overmens
huts. This particular hut has a sunroof in the form of a
round opening directly above him. He lies on what used to
be a very high tech medical gurney, although at the
moment it doesnt seem to be serving much purpose besides
keeping him locked down. His wrists are held by braces
built into the bed.
He can hear chanting from outside the tent and the
flickering orange light of a fire seems shows through an
opening in the tent. Through the slightly open tent flap
he can make out flickering silhouettes dancing.
A voice comes to him from somewhere in the darkened tent.
LILY
They are dancing in prayer for
your life.
Max tries to turn his head and see who the voice belongs
to but he is too weak.
LILY
I wish I could tell them not to
bother. Either because Overmen
dont deserve to live or because
it is not their prayers that will
ultimately save you but the
bacteria Queen Mother had me
inject you with.
The voice moves and Max realizes it is coming from above
his head, here he cannot see.

(CONTINUED)

37.
CONTINUED:
LILY
I dont know what you are or why
it saved you but that suit tells
me everything I need to know
about you.
Suddenly her angry eyes are staring down into his.
LILY
Whatever she wants with you wont
be good. And whenever shes done-I will kill you.
Her expression is defiant conviction.
Max tries to mouth words towards that beautiful ugly
face.
W-Who-

MAX

He cant finish and he drifts back into unconsciousness.

INT. PANDORAS CHAMBERS - MORNING
Maxs eyes open and he is again looking at the sun. There
isnt a cloud in the sky but Max doesnt have to squint
at all. Its like the sun is not as bright; or his eyes
are suddenly much stronger.
A butterfly floats lazily across his vision.
PANDORA
Good morning, man-thing. Welcome
to my home.
Max sits up and looks around at a greenhouse the size of
half a stadium. The garden inside is like a painters
palette.
PANDORA
Old Mother built this for me. The
glass is the same as whats in
your visors.
(MORE)

(CONTINUED)

38.
CONTINUED:

PANDORA (CONT'D)
The rerouted thermal energy is
used to power a temperature and
humidity regulator in the glass.
Literally the perfect environment
for a garden.
MAX
What about a burial ground?

Pandora grunts.
PANDORA
What do you ask? Be plain, boy,
for you address a God.
MAX
Youre not a God. Youre an
experiment.
Pandora laughs evilly.
PANDORA
Is that what he told you?
MAX
He told me what happened.
PANDORA
Did he? Did he tell you why?-- Why
did you wake up in the middle of
the jungle?-- Why were you locked
in that tomb in the first place?
Why did the Overmen accept you so
easily? Recruit you so quickly?
Did he tell you what it is he
wants from you?--Finally.

No..

(low)

What!?

MAX

PANDORA

(CONTINUED)

39.
CONTINUED: (2)
NO!
the
the
you
the

MAX
NO, Okay. he told me it was
end of the world and we were
last people on the planet and
are the only thing standing in
way of our hope!

PANDORA
Stupid boy, you are not a person.
Max is shocked into silence.
MAX
What did you say?
PANDORA
We were created by Dr. Hodges. Me
and the filthy beast that gave you
that wound. That woman is trying
to play god. And we are her
failures... And that includes your
Captain.
Max looks up into her canine/human eyes.
PANDORA
Of course he didnt tell you-Hes one of us. Why do you think
hes lived so long. I was her
first human experiment. Caleb and
Ian were the second. The beast was
born like any other animal on this
planet and so were we. But where
did you come from, I wonder. And
what are you now? The bacteria I
injected you with last night was
the original Darwin strain. If you
were human you would be very sick
right now. Instead, it seems
youre much better than when I
found you. Fast healer?
Lily enters through a sliding door somewhere behind Max.
LILY
Queen Mother. Are you alright.
She glares at Max rudely when he turns to look at her.

(CONTINUED)

40.
CONTINUED: (3)
PANDORA
Im fine, Lily. Well be ready
soon.
Lily stares at Max-- and he notices the Overmens glove
she wears as she squeezes her hand into a fistLily.

PANDORA

Lily turns and leaves. Max stares after her.

PANDORA
Dr. Hodges is her mother. She
injected herself with Darwin
during her second trimester. Lily
was the last. She was raised as a
test subject-- until I changed all
that. Hodges was on her way to
destroying whats left of this
planet. Judging by her and Calebs
actions Im not sure if man is fit
to rule this planet the second
time around.
MAX
So thats why you destroyed the
facility?
Pandora turns looks at the expanse of Garden.
MAX
What about your army? The men you
took from the tribes?
Pandora laughs.
PANDORA
Men? Do you know what Calebs
men originally wanted with the
tribes?-She turns so that he can now see her naked back side.
PANDORA
Trade.. The women came to me
for help. And I helped them... All
my priests-- My army-- Is women.

(CONTINUED)

41.
CONTINUED: (4)
Max is at a loss.
PANDORA
Do not worry, boy. We are
strong.
She walks passed him towards the door Lily came in.
PANDORA
I will send you to the Wizard now.
I have done my part. He will tell
you what I will not.
MAX
Wait! Who is the Wizard?
PANDORA
He is a man.. If Hodges is the
mother, he would be considered
the father.
Dr. Miyazaki?

MAX

PANDORA
Come, boy. The Overmen will be out
charging their suits soon. They
will not be as hospitable now that
you know the truth.
EXT. PANDORAS CAMP - LATR
Max, Lily, and Pandora stand with the thick of the jungle
before them and the women priestesses barracks at their
backs. Some of the younger women stand looking at the
newcomer while most of the older women go about their
chores.
PANDORA
I have given you a new suit. And
for the time being, Ive given you
my daughter. Make use of them both
and you may save yourself.
Lily looks over at him obviously unimpressed.
MAX
What kind of suit is this?

(CONTINUED)

42.
CONTINUED:
LILY
Its one of the prototypes. The
same one Caleb wears. Its more
efficient, and the visor glass is
more durable. The prototype wasnt
even considered field testable yet
because of the massive amount of
radiation it produces. It would be
deadly for any normal person. So
there were only two or three made.
Calebs body was the only one
besides Queen Mothers that could
take it. It has special gloves
that allow the large amounts of
stored energy to be discharged,
heating the air into plasma. So at
night, he can basically shoot
fireballs.
PANDORA
Enough-- The Overmen will be
patrolling soon. That Lion wont
be out in the day. Thank God for
that.
Max looks over at her at the mention of God.
PANDORA
You think only humans believe in a
God, boy? And what would you know
of God anyway?
MAX
Nothing-- but I think youre wrong
about men.
Beat
PANDORA
Prove it to me.
Lily takes off into the forest as nimble as a jackrabbit-Max looks after herGO!

PANDORA

Max takes off after Lily.

43.
INT. JUNGLE - CONTINUOUS
Max follows Lily through the jungle. He stays a few feet
behind her, respecting her seeming hatred of him.
He looks at her back in the sun and imagines she may be
the girl in his dreams-Suddenly she turns around and stares him straight in the
eyes-LILY
We should be seeing patrols soon.
Max gives a quick nod and Lily turns to continue on.
Moments later they hearSPOT!

OVERMAN

Max and Lily turn to see an Overmen riding a Reindeer-His bow is pointed down at themMax looks over and sees Lily has her glove pointed too.
The Overman laughs.
OVERMAN
Those dont work in the sun little
girl. And it seems like you may be
missing a few accessories anyway.
He notices Maxs new suit and quickly shifts the bows aim
to him.
OVERMAN
You, keep your hands at your
sides. I dont know how you got
one of those but the Captain wants
you back-- Now!
HEY!

LILY

(CONTINUED)

44.
CONTINUED:
The rider turns to see Lilys glove lighting up
LILY
You sure about that?
The riders face registers shock through the reflections
in his visor.
Lily lowers her aim and shoots at the ground near the
Reindeers feetThe animal rears toppling the Overman backwards and Lily
takes off runningMax follows, hearing other shouts from somewhere in the
distance
MAX
What was that?!
LILY
Oh! Im not exactly human. Didnt
you know?
She laughs as she outpaces him into the trees-Max looks to his side and sees the Reindeer that was
carrying the Overman. It is keeping pace with him a few
feet away-- He smiles when it turns its head to look at
him-An arrow bolts itself into the tree right next to Lilys
head as she passesShe looks over and sees a an Overman reloading his
crossbow as he tries to keep up with her-Shit!

LILY

She turns back and fires the glove at him, still running-The blast tears off a chunk of tree and Lily shoots againAnother miss-She cant aim and run at the same time.

(CONTINUED)

45.
CONTINUED: (2)
The Overman sees and ceremoniously pulls back his bow-She is directly in his sightsLILY!

MAX (V.O.)

She turns and sees him charging, almost on her, riding

the first Overmans ReindeerAt the last moment she reaches her hand and he reaches
his-- lifting her off the ground and onto the Reindeer
behind him at full gallopThe Overmans arrow just misses her as it whizzes passed
planting itself in another tree-The Overmen walks over and picks up the gun Lily dropped-He looks after them as they ride off
EXT. SMALL CLEARING - LATER
The reindeer starts to slow to a stop but Max and Lily
look to be the ones out of breath.
Lily realizes she is holding on to Max and slips down off
the Reindeer-Nice save.

LILY

MAX
(surprised)
Thanks.
He pats the reindeer on the side of the neck.
LILY
He likes you-- And they dont like
anybody.
MAX
Some of the Overmen ride them.
LILY
Not by choice. They slip sedatives
into the food they offer.
(MORE)

(CONTINUED)

46.
CONTINUED:

LILY (CONT'D)
Makes them much more docile-Seems to have worn off on this guy
though

She pricks some berries from her pouch and the animals
head darts to them. While it eats she gently rubs the
colored leathery skin of its face.
MAX
Why do you hate the Overmen so
much. They havent exactly killed
anybody.
LILY
I dont-- hate them. I dont hate
anybody.
She reaches in her pouch and gives the Reindeer the last
of her berries.
LILY
But this is a war. For me it is a
war for peace but for the Overmen,
Leo, My Mother-- To them its a
war for power... Leos not just
some dumb animal, you know. He
doesnt want to kill men. He
wants to be one. His talent is
killing. Thats what makes him a
monster... Things like that
shouldnt have a human
intelligence.
MAX
What about your mother?
LILY
Queen Mother is nothing like Leo.
Shes kind. And wise. Much better
than most humans I know.
MAX
I was talking about Dr. Hodges.
LILY
Oh.... I really didnt know Dr.
Hodges that well. And from what I
heard I was little more than the
animals she experimented on.
(MORE)

(CONTINUED)

47.
CONTINUED: (2)

LILY (CONT'D)
She didnt even think enough of me
to give me a name... My real
mother took care of that.
MAX
At least youve got that. I cant
even remember what I had for
breakfast yesterday.

He laughs humorlessly.
MAX
Im not even sure who I am-- or
where here is-- Its like waking
up in the middle of a television
programShe looks up at him strangely.
MAX
And thats just it! I can remember
things! I remember things about
the world before. But its just
information. Like I read it all in
a book. I have no real memories.
Everybody around here seems to
know who I am and they all want me
to do something. Who am I supposed
to listen to?
She stops the Reindeer with a hand on Maxs leg.
LILY
Listen to your heart.
Beat
Suddenly the Reindeer whinesA branch snaps in the trees aheadOvermenNo.

LILY
MAX

Then Lily sees it

(CONTINUED)

48.
CONTINUED: (3)
LILY
This isnt right. He shouldnt be
out during the day.
Never the less the old lion steps from behind the trees
with familiar murder in his eyes. Max can see a splinter
of the stick he stabbed into Leos shoulder still
remains.
Max slides carefully off the reindeer and steps in front
of Lily.
The reindeer steps in front of them both.
Leo growls again and swipes the jungle dirt with his paw.
The Reindeer whinnies and rears slightly lifting its
hooves and then comes back down lowering its sharp
antlers. It paws at the ground like an angry bull.
Leo roars this time and steps closerThe Reindeer stands its ground
LILY
He wont hurt a forest spirit.
Leo crouches ready to pounceThe Reindeer sees and rears high raising its sharp hooves
at the same time stepping closerLeo rears too reaching his sharp claws for the animals
soft bellyOUT OF NOWHERE a gigantic black bear SLAMS into Leo
knocking him to the side-The bear doesnt rear but stands easily on its two feet
carrying its massive paws around like a boxer.
Leo gets back to his feet and ROARS mightily

(CONTINUED)

49.
CONTINUED: (4)
The bear drops down on all fours and releases a mighty
roar of its own.
Leo scoffs and paces moodily before turning and plunging
back into the jungle.
The bear stands back on its hind legs. Max and the
Reindeer both look intimidated.
AKEELA!!!

LILY

The bear immediately drops and trots sheepishly over to

her like a great big St. Bernard.
Lily scratches it behind the ears.
MAX
Great. Whats next?
WINSTON (V.O.)
I ask myself that question every
morning I wake up- You know, Ive
never seen a Reindeer stand beside
a man like that.
WINSTON the WIZARD is OLD, 75, by far the oldest looking
man on the island. Despite this he looks very healthy for
his age. He stands straight and his lightly tanned skin
is well muscled. There is a handwoven fishermens bag
across his chest and various other pouches and packs
decorate his person. In his hand is a black staff that
looks like the long version of the combat batons the
Overmen use. On his eyes are a pair of normal looking
black shades and on his feet are a pair of beat up Nike
running shoes. He is like an ANCIENT AZTEC HIPSTER.
Lily stops scratching the bear and runs over to hug him-Then she steps back and kisses his cheek.
LILY
Thank you for my birthday present.
He smiles like a proud grandfather.

(CONTINUED)

50.
CONTINUED: (5)
She turns to Max with an arm still around Winston.
LILY
This is Winston the Wizard.
WINSTON
Ah, just Winston would be fine.
Max walks over to meet him and the reindeer waits
patiently. Akeela grunts and the reindeer whinnies.
WINSTON
I see youve already met Akeela.
Uh, yeah.

MAX

He turns to the bear.

MAX
Thanks by the way.
The bear stares at him blankly and then turns to forage
for berries.
WINSTON
Oh, Akeela isnt like the Pandora
or that damned lion.
LILY
Thats right. Shes al naturale.
WINSTON
Found her when she was just a cub.
Leo killed her mother and probably
would have killed her too. Not
that there arent plenty of other
dangers in this jungle... But
lets go now. We can talk at my
place.. Besides the fishing around
here sucks during the day.
He turns and heads back the way he came- Akeela
immediately romps over and picks up a stride next to him,
still nosing the ground for food.
Max and Lily follow them-- Max looks back and the
reindeer is standing in place.

(CONTINUED)

51.
CONTINUED: (6)
Max jerks his head gesturing for the deer to come- And it
does. It picks up a pace a few feet behind them and
follows.
EXT. WATERFALL - LATER
The group of humans and animals come upon the waterfall.
MAX
But I was just here yesterday with
the Overmen.
Winston smiles.
WINSTON
Some of the most elusive secrets
are often right before our eyes.

The old man goes over to the stone wall running alongside
the waterfall. There is a group of large trees in one
particular area, one of them slightly bent with its
large palm leaves drooping down-- Winston pushes back the
leaves and we see there is a short, wide crevice running
into darkness.
WINSTON
This is one of the last sources
for fresh water on the island.
Pandora, the Overmen and the lion
fought bitterly over it for months
before everyone decided to just
come to it at different times of
day. Im usually only out at night
and its not hard to miss those
Overmen. Their noses arent as
good as their eyes.
Without another word the old man slips through the
opening- Max looks over at Lily.
LILY
You go. Akeela can be kind of
pushy. She doesnt like cramped
spaces.

(CONTINUED)

52.
CONTINUED:
Max looks in-- and then slips inside.
EXT. SECRET GARDEN - CONTINUOUS
Max comes out of the crevice into the sunlight and stands
up next to Winston.
The quality of the jungle on this side of the crevice is
considerably different. The trees and plants look BIGGER
and the colors are more ROBUST, eve in the daytimeIn a tree stump Max sees a large bird, the size of a
toucan. Its color pattern is not like any bird on the
face of the Earth. It is marked like a butterfly-Beyond the trees in front of them Max can make out yet
another clearing, with a small spring, albeit very
different than the othersAkeela grunts loudly and Max notices they have made it
out of the crevice too.
LILY
Beautiful, isnt it? I call it, my
Secret Garden-- like the book,
you know?
MAX
I get the idea.
WINSTON
Yes, it is definitely this
jungles most secret place.
Winston starts along the stone path towards the clearing
and the others follow him.
-They break into the clearing and Max gets a closer look.
There is a circular body of water which makes up most of
the clearing. In the middle of the water is a small
raised piece of land with ONE large, old, seemingly dead
TREE TRUNK. The entire top of the tree is missing,
leaving a hollow trunk, and the tree leans slightly like
the tower of pizza. There are no other trees near it so
the sun shines full out on the entire clearing.

(CONTINUED)

53.
CONTINUED:
WINSTON
That tree is the true hero of this
jungle. You see a jungle is like
everything else on this earth.
Its filled with diverse
individuality but everything is
also inextricably connected,
making the entire jungle a single
organism in itself. The main
reason life still thrives in this
jungle is because these trees
blocking most of the harmful rays
from the sun allowing other forms
of life time to evolve. This tree
was the tallest in the jungle I
expect. It died years ago from
exposure but before it did it
absorbed so much radiation that it
started to change the area around
it; this clearing.
The REINDEER suddenly appears from out of the jungle and
goes from Maxs side over to the oasis. Then it dips its
head and drinks-- Akeela grunts.
WINSTON
If any of us tried to do that wed
be dead in days, but the reindeer
get all their water here. They
come to drink every night. Still
not sure how exactly they find
their way in though--Because
of this tree this clearing has
become the point of evolution for
the jungle. Over the last few
years the life in this area has
adapted drastically to the new
atmosphere. Eventually Lilys
secret Garden will change the
biology of this whole island-- We
should go... Its still not very
healthy for us to be here.
Winston heads to the left and back into the jungle
leaving Max and Lily to stare a bit longer.

54.
EXT. WINSTONS CABANA LAB - LATER
The group enters a more man made clearing dominated by a
sprawling open air CABANA. Winston looks elated as he
leads them to it.
WINSTON
Built all this from the salvaged
materials of the original
facility. I was a younger man then
of course.-- And I had help.
He looks over at Akeela.
WINSTON
Luckily I was able to rebuild most
of my lab from scratch. I used the
material from those nifty BBR
suits to cover the place. It gives
me plenty of shade and plenty of
power. Ive got a good curtain I
pull around when it rains.
Max strolls around looking at
equipment. The middle area is
Lily goes over and plops down
quickly finds a spot near her

all the scientific

a small kitchen/bed area-on the hammock and Akeela
to lay down--

Winston leads Max over to a CRYOFREEZER. He points

through the glass at the vials inside.
WINSTON
Youre looking at the cure for
neurodegenerative disorder right
there-- most forms at least. Next
to it is the cure for HIV---- and
at the top, right there, is my
favorite-- my MAGNUM OPUS! Its
the cure for rhinopharyngitis----The common cold! If Im not a shoe
in for the 2112 Nobel Prize I
dont know who is! The thing is we
never found a cure for Reverse
Darwin but what we did find out
was that the bacterium is sort of
like an original blueprint.
(MORE)

(CONTINUED)

55.
CONTINUED:

WINSTON (CONT'D)
Its ancient and as far as my
research can tell, it is the
missing link to the evolution of
multicellular life. Is not a
conscious bacterium but, with the
right equipment, it can be
programmed. Thats what all
these cures are. I reprogrammed
the DNA of the Reverse Darwin to
become a n enemy for each of these
diseases. Except the cold of
course. That one was a little
different. See, i had to-

Winston looks over and sees the troubled expression on

Maxs face.
What is it?

WINSTON

MAX
Earlier, when we first met, you
called me a man-- Was that a
figure of speech or?
WINSTON
Well, you most definitely are! I
would know. I helped create you.
Max just stares, at a loss for words.
INT. WINSTONS CABANA - LATER
Winston makes dinner while he talks. Lily sleeps on the
hammock with Akeela on the floor at her side and the
Reindeer lies outside on the grass-- Max sits in one of
the chairs listening intently.
WINSTON
We made a lot of mistakes on this
island. Leo was the first and then
that woman created Pandora as a
sort of balancing act. After that
it was Captain Caleb and one of
his soldiers Ian. When that went
wrong Hodges finally decided to
try and enlist my help. More like
holding a gun to my head it was.
(MORE)

(CONTINUED)

56.
CONTINUED:

WINSTON (CONT'D)
She said she had figured out a way
to make a more perfect being but
it would have to be from scratch
which meant infecting human
embryonic stem cells. To do it she
would need DNA from both a male
and female test subject. The
female DNA would be hers, of
course. She said she had come to
me because she thought I was the
best candidate for the male.
Considering our past failures I
agreed. Mind you I knew she would
go on ahead without me if I
refused. I felt I had little
choice....

Beat
MAX
So youre saying Im an
experiment.
WINSTON
Yes. But youre also a man-- And
maybe something else-- Something
better.
MAX
So why the tomb?
WINSTON
Nobody knew about you but us. When
Pandora destroyed the old
facility, I guess, Hodges managed
to smuggle your embryotube out
somehow. I was badly injured
myself and luckily some of the
tribesman found me. I didnt even
know she had succeeded until I saw
you standing next to that Reindeer
today.
MAX
So if I was such a success, why
didnt she keep me?-- Unless Im
not a success. Unless Im just
another failure. A mistake just
like Pandora said.

(CONTINUED)

57.
CONTINUED: (2)
WINSTON
Pandora can be a bit-- high
strung. Since the experiments on
her she has been at war with her
human self. I suspect she has even
grown to hate that part of herself
over the years, wishing instead
she was born an animal. There
arent many mirrors out here and
seeing you probably reminds her of
her own reflection; her own
recreation at the hands of Dr.
Hodges.
Max looks into the distance, thinking.
WINSTON
Well, thats enough for one day, i
guess. Its getting dark. Me and
Akeela have got fishing to do.
Make yourself at home. Lily knows
her way around.
When Max looks over Winston is dressed in his fishing
gear and Akeela is at his side... He walks to the edge of
the cabana and stops but doesnt turn.
WINSTON
Now, dont go hating me too much
now. Youre just about the only
mistake I dont regret making in
my lifetime.
He raises a hand-- and then heads into the jungle with
Akeela by his side.
5 minutes later Max is still staring into the jungle as
Lily comes and stands by his side.
LILY
Want to take a walk?
CUT TO:

58.
EXT. SECRET GARDEN - LATER
Lily and Max sit in the grass near the water quietly.-The area is indeed much different now. Its teeming with
life. Huge insects buzz and hop over radiant glowing
plants-- A frog the size of a small house cat croaks
loudly and hops in the glowing blue water. There is life
all around them and everything is filled with light like
there is an electric current running through the jungle.
LILY
Most everything around here
absorbs radiation during the day
and then emits it as heat or
ambient light for the cold nightsMAX
Like the BBR suits!
LILY
Yeah. Its like the things it
takes us hundreds years of
research and billions of dollars
in technology to produce, nature
just adapts intuitively. We humans
claim to know it all. But most of
our great inventions are just poor
plagiarisms from mother natures
big book.
MAX
You saying Im a plagiarism?
She laughs.
LILY
No. Im saying there is a
connection between all things. And
the evidence of that connection is
in the similarity between us.
She turns to him and is surprised at how close he is
sitting to her, their lips little more than a breath
away.
LILY
Im saying, I think youre
different--- More different than
anything Ive ever seen.

(CONTINUED)

59.
CONTINUED:
There is a magic between them.
MAX
Well, you havent seen much.
Just then a Reindeer steps into the clearing. It stands
stark still looking at them.
After a few seconds it turns back to the forest and
whinnies. In moments more Reindeer are stepping out of
the forest around it. After a minute there are at least
twenty reindeer opposite the oasis, all staring at the
two people sitting on the grassThere is a sound from behind and Max and Lily turn to see
their Reindeer emerging from the trees behind them-- It
stops momentarily to give them a sniff and then heads
over to stand with the others.
When it does the animals start to step to the edge of the
water and drink slowly, with their brightly colored faces
reflecting in the water. They do this in groups, taking a
minute or two to drink and then heading back to a place
just beyond the trees.
LILY
You sure about that?
Max and Lily look over at each other, locking eyesWithout warning Lily leans in and kisses Max softly on
the lips.
They part, eyes still locked-LILY
What are you going to do?
Beat
MAX
Im gonna go to her.
Lily smiles almost proudly.

(CONTINUED)

60.
CONTINUED: (2)
LILY
I think you may have just proved
Queen Mother wrong.
CUT TO:
EXT. PANDORAS CAMP - NIGHT
Pandora stands within the circle of her priestesses as
they sit around a large fire. There expectant
expressions, illuminated by fire, gazing upwards at their
Queen; their Goddess. To them she is as wondrous as the
stars.
Tonight she is quiet for awhile before she speaks, her
wolfskin cloak half wrapped around her against the cold.
The rest of the women are clothed in warm garments from
head to toe, only Pandora retaining her usual near
nudity.
PANDORA
Tonight my sisters we are on the
brink of change. But do not worry
for we are STRONG. I have taught
you all that I know and I have
given you strength. With this
strength we have protected this
place and its secrets from those
who are unworthy to posses them.
We have given our lives to this
end and in that we have been
successful. But now it is time for
a new era.
The women do not falter as they hear this announcement.
Not an eye is averted or fearful. They are indeed strong.
PANDORA
As the Earth yet has her
mysterious ways I cannot
accurately predict what this new
era will bring. Nevertheless I
feel its precursor in my very
bones. It is a chill that will not
be warmed.
She waves her cloak to the side and stepd closer to the
fire.

(CONTINUED)

61.
CONTINUED:
PANDORA
So I give you tonight to
celebrate. Drink. Dance. Laugh and
sing to the moon so that she may
hear your joy. Let this be your
prayer tonight.
At this the group around the fire cry out wild yells
towards the stars like a pack of wolves. They stand with
each other in trust and camaraderie howling and whooping
and raising their weapons overhead as Pandora glares into
the flames of the fire.
INT. PANDORAS PLACE - LATER
Pandoras place consists of a small, mostly intact,
building that still remains from the old facility. The
door of the building has been replaced with a hand woven
curtain. The area is mostly dark, lit only by the blazing
bonfire of the celebration some distance away.
Pandora walks towards the curtained doorway. Her posture
looks considerably weaker than it did as she stood before
her tribe.
As she reaches her place she stops just at the door.
PANDORA
You could have gone in and turned
on a light.
Calebs voice replies from around the side of the
building.
CALEB
Well, thats no fun, is it?
PANDORA
Your smell is just as easy to see
as your face would be. You should
consider bathing more often.
Caleb steps from behind the wall.

(CONTINUED)

62.
CONTINUED:
CALEB
And you should lighten up a
little. Have some fun. When was
the last time you were out on the
town for a night?
Pandora goes inside the building.
Caleb pauses at the curtain to wait for an invite but
soon realizes there isnt one coming.
INT. PANDORAS PLACE - CONTINUOUS
Caleb steps in just as Pandora is turning on the lights.
She keeps them dim but it doesnt keep us from seeing
that the small part of the building that looks inhabited
is almost completely dominated by books. They are all
shapes and sizes stacked against walls and crammed the
desk with the lamp. There are also several open on top of
the desk.
CALEB
You know I always wondered, where
do you sleep?.
Pandora slips out of the wolf skin cloak and tosses
nicely onto a pile of books.
PANDORA
Who says I sleep?
Caleb smiles.
Touche.

CALEB

PANDORA
So, to what do I owe a visit from
the Captain of the Guard?
CALEB
What did you tell him?
PANDORA
The truth of course.

(CONTINUED)

63.
CONTINUED:
CALEB
Your version? What exactly did you
tell him?
PANDORA
I told him he wasnt human.
CALEB
Well, no bloody shite, he aintPANDORA
I injected him with the original
pathogen, Caleb.
CALEB
You did what?!! You could have
killed us all!!
PANDORA
You yourself said he wasnt human.
I had to know for sure.
CALEB
(yelling)
Yeah, but to take that kind of
chance! You do know this island is
all thats left of us, dont you!!
Why in Gods name would you risk
everythingPandora is on him with the swiftness and grace of a
jungle cat. And when we see she has the considerably
larger man pinned helplessly to the wall, feet inches
above the floor, we realize she lacks none of its power.
PANDORA
DO NOT speak lightly of God in my
house, Overman!
Her tone is icy and ferocious and inches from Calebs
face-She drops him abruptly as a coughing fit strikes her and
drives her back over to sit. It takes her awhile to get
the coughing under control and it is not without blood.
You okay?

CALEB

(CONTINUED)

64.
CONTINUED: (2)
PANDORA
He was dead anyway.
Beat
CALEB
Yeah, but he aint dead now, is
he?
PANDORA
And thats just it. He was dying
when we injected him so he should
have died anyway. The original
strain of Darwin would kill a
normal human and it would have no
affect at all on humans like us
but for him it was as ifAs if what?

CALEB

PANDORA
Its like the injection saved him.
Caleb looks unsure.
INT. WINSTONS CABANA LAB - NEXT MORNING
Max opens his eyes staring at the ceiling instead of the
sun this time.
WINSTON (V.O.)
Ive got-- Fish, fish and fish for
breakfast. Ohh and some very nice
bird eggs. Im not exactly certain
which bird but eh, its all the
same right?
Max gets up from the floor and looks out at the jungle.
There is no sign of Lily but the Reindeer grazes a few
feet away.
WINSTON
What are you gonna name her?
Who?!

MAX

(CONTINUED)

65.
CONTINUED:
WINSTON
The Reindeer of course.
MAX
Oh, I dont know.
Max comes over and looks to see Winstons latest work;
Fish, with the head on, sauteed in deer butter with fresh
greens. The eggs in the basket are a strange shade of
purple and he stares at them as such.
WINSTON
Come on. Sit down. Breakfast is
the most important meal of the
day, you know. Especially when it
may be your only meal of the day.
Max sits and starts to pick at his food.
MAX
So whats the deal with Lily?
WINSTON
She went home this morning to
check on Pandora. Shell be back
later, Im sure.
Winston looks up with a mouth full of fish and greens.
MAX
You said something went wrong
after the experiment on them.
WINSTON
Something did. But not with or
Caleb. See Hodges wanted to do the
same thing as she did with the
animal mutation of the strain by
extracting bacteria from Dr. Patel
and passing that new mutation on
to another human. Ian Masters was
one of Calebs soldiers. He
volunteered for the experiment
along with Caleb. Caleb reacted
very well to the treatments but
Ian became increasingly unstable,
showing extremely high tendencies
for violence the more we pressed.
(MORE)

(CONTINUED)

66.
CONTINUED: (2)

WINSTON (CONT'D)
When Ian was told he could not
continue he went into a rage and
tried to kill Caleb. In the end
Caleb was forced to kill Ian in
defense of himself and the rest of
the facility. Caleb never forgave
himself. Not that any of it was
his fault. By the time Pandora
carried out her plan Caleb had
already left us-- Mentally at
least. He and Dr. Hodges never saw
eye to eye after that day.
MAX
And what does he want with Hodges?
WINSTON
What do you think he wants?
MAX
I think he wants to kill her.

Winston wipes his mouth but his plate is still half full.
WINSTON
That would make sense. Dr. Hodges
is something of a mother to us all
now. She had a hand in creating
the island you see around us. But
shes also its biggest threat.
Shes like an old king with no
heirs, determined to destroy....
But theres something else I think
may be a bit more pressing..
Max looks up.
Me.
Yes.

MAX
WINSTON

MAX
Theres something different about
me isnt there.
WINSTON
Yes, I think so.... Lily
represents the third evolution of
the Darwin bacteria.
(MORE)
(CONTINUED)

67.
CONTINUED: (3)

WINSTON (CONT'D)
Hodges wanted to see how far it
would go. She started injecting
the bacterial DNA in vitro and
took the resulting embryo to term
inside an embryogenesis tube. Lily
was born with Darwins genes. As a
result her powers are more
defined; inherent. She didnt get
the strength or speed like Patel
or Caleb but the metallic element
in her blood is much more
conducive. As a result her body
produces a strong electromagnetic
field. Theres not much metal in
the jungle so its not too bad but
she used to get terrible
migraines. The glove allows her to
release the built up energy as
kinetic energy. Much stronger than
the normal blast from the BBR
suits.
MAX
So shes a weapon.
LILY
I imagine thats why Pandora made
sure Hodges couldnt have her.
MAX
You have to take me there.
Soon.

WINSTON

Max looks up surprised.

WINSTON
But theres someone you have to
talk to first. Well need her help
to get into the new facility and
she wont be easy to convince.
CUT TO:
EXT. OUTSIDE JUNGEL - LATER
Max and Winston travel through the forest with their
respective pets in tow-

(CONTINUED)

68.
CONTINUED:
Suddenly Max makes out a huddles shape some distance
away-- The shape is covered in a wolfskin.
LILY!

MAX

He runs over to the thing on the ground before Winston

can say anything-He slides to his knees as he gets there and turns Lily
over. She is covered in blood from head to toe and her
eyes stare blankly up at the sky.
Max grabs her shouldersLILY!

MAX

After a few desperate moments Lilys eyes well with tears

and she looks over at Max.
LILY
De-- Theyre all dead. Theyre all
deShe raises her RED hands up in front of her face and they
both stare at themWinston makes it over and starts to check her for wounds.
Finally.
WINSTON
Shes not harmed. Its not her
blood. Lily, what happened.
Lily slowly turns her head to Winston.
LILY
When i got there-- They were
already goneThe Overmen-

MAX

(CONTINUED)

69.
CONTINUED: (2)
LILY
(whisper)
Leo. They were sleeping-Maxs eyes fill with rage.
He starts to stand.
WINSTON
No, Max. Thats what he wants! We
have to get Lily to the garden.
Shell be safe there.
Max clenches his fists staring out into the jungle.
MAX
(screaming loudly)
LEOOO! You wont have to hunt me
anymore!! This time Im coming for
you!! You here you bastard?! IM
HUNTING YOU!!
He roars madly at the trees and bushes. A roar of pure
fury.
CUT TO:
EXT. WINSTONS CABANA - LATER
Max and Winston manage to get Lily safely on the hammock.
Akeela noses around her clearly worried.
Max turns back to the jungle.
Im going.
MAX!

MAX
WINSTON

MAX
Dont try and stop me, Winston.
Its time to give him what he
wants. What they all want.

(CONTINUED)

70.
CONTINUED:
Max!- Son!

WINSTON

Max stops and turns.

Here.

WINSTON

He tosses Max a rolled, scroll-like, piece of paper.

WINSTON
Its a map. Itll take you back to
the place you woke up in. Thats
where Leo will be. Thats why she
placed you there. She knew no one
would dare nose around in that
area. And if you ever got out wellHe grabs his staff and tosses it to Max.
WINSTON
Take that too. Its stronger than
the Overmens. Itll conduct the
power from your suit.
Max looks down at his tools and then back up at Winston.
Thanks.

MAX

He looks to Lily who lies in the hammock attended by her

bear nurse.
MAX
Take care of her.
I always do.

WINSTON

With a nod, Max turns and runs for the trees.

EXT. JUNGLE - LATER
Max RUNS through the jungle again. Although instead of
running away from danger he is now running towards it.

(CONTINUED)

71.
CONTINUED:
As he pounds through huge leaves and over roots of trees
he remembers the dream again.
Flashes of the girl running in front of himThe sky alight andHER hair afireHe has a good idea what he was running from now-- And who
he was running to.
As he thinks these thoughts he breaks into the small
clearing he woke up in just two days ago. It seems eons
have passed since then. But those flashing lights in the
dark remind him exactly where he is in time.
He walks cautiously over to the door, much as he did
before-- The inside of the area hasnt been touched. The
top of the sarcophagus is still closed and he stares at
the letters on its cover...
Something occurs to him and he reaches towards the
humanoid face on the lid. His gloved fingers run over the
muted features and then down to the colored keypad,
presumably the combination lock.
There is a sound from behind him that breaks into his
thoughts-he turns
SLOWLY to see a familiar face still covered in blood.
Leo seems to grin viscously through his razor sharp
teeth. His eyes register murderous glee and he sees only
Max. Max does not back away this time, however-- He takes
a step forward-Leo tenses, ready for bloody action-Max raises the staff high above his head.
MAX
I am Max. And I am A MAN. I am the
KING in this jungle. AND I WILL
NOT be bested by a BEAST.

(CONTINUED)

72.
CONTINUED: (2)
Hearing this LEO SNARLS-- and POUNCESMax dives to the left-- just missing Leos sharp clawsLeo crashes against one of the stone lion statues and it
crumbles like dirt-- he gets to his feet and prepares to
attack againBut Max swings the staff in a downward arc catching Leo,
who has underestimated its reach, across the face of Leo,
who is flung into whats left of the tombs door.
Leo stands and roars angrily
Max smiles
MAX
Yeah! You like that. Ive got more
for you! COME ON!
Leo RUSHESFEINTS as Max SWINGSand sinks his claws into Maxs shoulder-- coming down on
top of himMax grunts and kicks the animals legs from under it-then pushes it away as he rolls the opposite directionHe quickly recovers and goes for his staff-Just as he gets a grip on it and tries to swing Leos
teeth sink into it and there is a loud SNAP as the back
side of the staff breaks off-Max takes a few steps back and looks down at the mangled
weaponBloody smart.

MAX

Leo paces around to Maxs right causing him to have to

circle accordingly-- He takes a step back and feels the
concrete wall behind him(again)Leo looks ready for one more charge-

(CONTINUED)

73.
CONTINUED: (3)
Max clenches the staff like a spear, jagged edge up, now
and bares his teeth-Suddenly the OVERLAY of his suit begins to GLOW-- The
glow intensifies quickly and Max sees the tip of the
staff is crackling with sparks of energy tooHe turns a BIG evil GRIN towards Leo-- who seems to
understand-Nevertheless Leo CHARGESMax does the same and for ONE EPIC MOMENT they are both
suspended in air, in time, two vicious animals; man and
beast, locked in battle. Survival of the fittest-They CLASH in a flurry of CLAWS and TEETH. FISTS and
METAL---EXT. JUNGLE TOMB - MOMENTS LATER
Max opens his eyes to the bright shining moon. He looks
around to see no signs of Leo except the large amount of
blood on the ground. He checks himself and realizes it is
Leos blood.
Max stands and raises the staff over his head in
victory.. And roars at the moon.
EXT. OVERMAN CAMP - LATER
Max enters the camp blood spattered and still holding
whats left of Winstons staff. He looks like aman
possessed.
A few of the Overmen are standing outside and notice his
nefarious appearance- They approach-OVERMAN
Hey! Hey hold up. You cant-

(CONTINUED)

74.
CONTINUED:
When the Overman puts a gloved hand on Maxs chest, it
causes a quick wave of glowing light that travels out in
a circle from the guys hand, around the body of Maxs
suit to his back-- Maxs suit is dark but the Overman
still gapes in awe with his hand still on Maxs chestMax gives him that evil smileHe grabs the Overmans hand, keeping it pressed to his
suit-The Overman at first only grunts when Maxs suit starts
SUCKING the GLOWING POWER from his own, but seconds later
he is screaming-- Maxs grip seems to have strengthened
and the Overman is using all his might to try and pull
awayThe Overmans companions realize the situation and pick
up their chins long enough to run and help their friendBefore they can get within reach Max raises his free
hand, palm outThe light from his suit starts to concentrate in his palm
What the-

OVERMAN 2

BLAST
The Overmen disperse just in time to avoid Maxs energy
burst. The burst instead takes out the GRILL with a
sizeable explosion-More Overmen start to appear from their HUTS-- And Caleb
steps out finally-- Just as he does he sees Max draining
the last of the power from the first Overmans suitMax tosses the Overman to the side gingerly-- The
Overman, seemingly unharmed, crawls back on his ass and
elbowsOne of the other Overmen-OVERMAN 2
He has a tactical suit!!

(CONTINUED)

75.
CONTINUED: (2)
What?!

CALEB

DOC
It cant be. There were only two
made!!
OVERMAN 2
Tell it to our grill!!
Caleb looks over and sees the remains of there community
grill-- Then he puts on his visor-Max stands his ground as Caleb comes towards himCALEB
What were you doing to him?
I dont know.

MAX

Beat
CALEB
What the hell are you, mate?
Beat
(angry)
I dont know.

MAX

CALEB
Regardless, were gonna have to
take it from you for a bit. You
seem a might dangerous about now.
Max grips the stick in his hand tighter.
Caleb raises his hand palm outCALEB
You dont want to be doin that
now, boyo. Just put it down. No
need for a squabble.

(CONTINUED)

76.
CONTINUED: (3)
The staff in Maxs hand begins to GLOW.
BLOODY hell.
What is that?

CALEB
DOC

Calebs open palm starts to charge.

CALEB
(to himself)
Gotta be the hard waySuddenly a BLASt fired from somewhere at the edge of the
trees makes contact with the ground between them.
EVERYONE looks over to see Winston and Lily standing just
outside the tree line-- Lilys bare arm is stretched
towards them and the slightly oversized Overmens glove
on her hand still glows with power. Shes still spattered
in her peoples blood but looks okay otherwiseLILY
My aims not very good with this
thing but Im pretty sure I could
connect with the next one.
Max powers down and seems to come back to his sensesCaleb stares over at them
CALEB
Well, she doesnt even have a
suit! Did I not read the manual
properly on these things?!
DOC
Is that Dr. Miyazaki?
Winston steps forward.
WINSTON
Weve got a problem. And we need
your help, Captain.
CUT TO:

77.
INT. CAPTAINS HUT - LATER
Max, Winston, Lily, Caleb, and Doc all stand around
Calebs strategy table-CALEB
So youre saying Hodges hasnt
been after the same thing weve
been after all this time?
WINSTON
Im saying that you and Max are
the only ones in possession of the
tactical BBR version 1.
Version 1?

DOC

WINSTON
You cant have thought the
military wouldnt continue
development of a weapon with such
a monumental potential. There is
small army of BBR 2 suits stored
at the military facility. From
what I know the design was near
completion and was originally sent
to be field tested here.
CALEB
And thats why she wouldnt let us
near the compound after we left.
She found the suits. She was
kidnapping soldiers because she
wanted to test them.
Beat
MAX
But if shes finished her work
and she has the soldiers, and she
has a ship, then why hasnt she
left yet. What is she waiting for?
Beat
CALEB
Well, thats easy, mate-- Its
you.

(CONTINUED)

78.
CONTINUED:
They all look over at Max.
WINSTON
Pandora knew that Dr. Hodges would
eventually want to take her work
off the island. When Max showed up
she knew that time had come. Im
guessing thats why she contacted
you, Caleb.
CALEB
She was trying to save the boy,
like she did Lily.
DOC
More likely, she knew that by
keeping Max from returning Hodges
little plan would have failed.
Yes.

WINSTON

MAX
What plan? How could she have
planned any of this?
CALEB
Because shes bloody smart! For
all we know she could have been
planning this since day one. But
thats not really important just
now, mate. Because we no longer
have the luxury of proper planning
anyway. Our only real chance is
that she doesnt know we know this
yet. She doesnt know were
together and we know.
EXT. CAPTAINS HUT - CONTINUOUS
Caleb walks out of the hut door; all business. The rest
of the Overmen are assembled in rank and awaiting his
command-Doc comes out of the hut quickly behind him.
DOC
Wait a minute Captain. We dont
know what were walking into.

(CONTINUED)

79.
CONTINUED:
Caleb turns on him.
CALEB
Just what did you expect was going
to be the outcome of this little
colony? Did you think wed achieve
world peace here?! There is no
peace in men, Simon. The war is in
here.
He pokes Docs chest.
CALEB
And until there is peace in our
hearts we will continue to fight
each other; to kill each other.
That said theres only one thing a
real stand up chap, like myself,
can do isnt there?-- Pick a side.
With that he turns to the congregation of soldiers. He
looks them over proudly as if he is addressing them for
the last time.
CALEB
Men!-- Overmen! We stand on the
brink of destruction but let us
not forget that this is our
Genesis. Tonight we fight for
tomorrow. So that this will not be
the end of the world of Men. But
only the beginning of a new
chapter. A new testament!-Gentlemen-- Lets go to war!
The Overmen respond with triumphant battle roars as they
break off to head into the jungle-Max, Lily, and Winston stand at the door of Calebs hut
not far behind where Doc is still standing. Lily steps
up.
LILY
Hes gotta know shes prepared for
this. It could be this is what she
wants.
Doc shakes his head.

(CONTINUED)

80.
CONTINUED: (2)
WINSTON
Maybe its what everyone wants.
DOC
Captains made up his mind-- All
we can do is back him up. Maybe
its about time we asked for your
help.
EXT. JUNGLE - CONTINUOUS
Max, Doc, Lily and Winston follow a group of Overmen
soldiers though the jungle.
MAX
What does Caleb think shell do?
Doc pretends not to hear.
DOC
Hes probably thinking shell be
coming for us sooner than later
anyway. With the new BBR suits
theres no way we win in a head on
battle.
WINSTON
I think it may be time for the
young lady and I to part ways with
you. Well need reinforcements.
Without another word Winston slips off to the left.
Max and Lily look at each other-MAX
Go. Make sure you come back-theres a lot I havent seen.
She smiles ruefully and bounds off behind Winston.
Max continues to looks after her.
DOC
Fallen for the wolf girl, hu?

(CONTINUED)

81.
CONTINUED:
Shut up.

MAX

DOC
Im just sayin. She probably
bites.
MAX
You have no idea.
EXT. JUNGLE - CONTINUOUS
Lily and Winston make their way to the waterfall.
LILY
How did you know he could beat
Leo?
WINSTON
I didnt. He did. Seems like you
had something to do with that.
LILY
My mother believed he could save
this place-- And this place could
save the world... Is there a world
out there left to save?
Winston seems to think this over.
WINSTON
We wont know until we try.
He keeps his head turned away from her so she doesnt see
his doubt.
CUT TO:
EXT. WINSTONS CABANA - CONTINUOUS
Winston opens important looking black cases on the dinner
table. Lily watches intently.
WINSTON
Olympus is a military
installation.
(MORE)

(CONTINUED)

82.
CONTINUED:

WINSTON (CONT'D)
It was actually the base for the
original Darwin project. This is
where it all began. A lot of
mans last and greatest ideas were
come to realization here.... I was
actually saving this for when you
got better acquainted with the
first one but--

He turns holding a much different looking glove in his

hand.
WINSTON
I guess its time to take off the
training wheels.
What is it?

LILY

WINSTON
I call it the powerglove.
She gives him a stale expression.
WINSTON
Nevermind. Its basically the same
design as the one you have except
it doesnt have the solar skin.
Its pure BBR. As a result it can
convert much higher amounts of
energy from your body. And its
durable enough to sustain multipleHer expression hasnt change.
WINSTON
No need to recharge.
She breaks into a grin.
He tosses it to her.
LILY
What are you going to use?
Winston turns back to her holding a long briefcase.

(CONTINUED)

83.
CONTINUED: (2)
WINSTON
Something Ive always wanted to
try.
EXT. JUNGLE - CONTINUOUS
Max and Doc have caught up to Caleb at the front of the
pack over Overmen. They are in sight of the Olympus
facility.
There is a huge Jurassic Park style gate walling the
perimeter on all sides. There are two empty snipers
nests situated at either side of the front entrance.
DOC
Looks like nobodys home.
MAX
I figured there was a reason you
guys hadnt tried this before.
Whats your plan on this?
Caleb looks over at him.
You.

CALEB

EXT. OLYMPUS FACILITY - CONTINUOUS

Max stands directly in front of the small door fitted
into the large gate. Doc and Caleb stand on either side
of him.
The group of Overmen has formed a line along the gate.
Max closes his eyes and concentrates. His suit flickers
and bursts to life.
DOC
(to Caleb)
I dont remember him suckin
anybody since earlier. How does he
still have so much power?

(CONTINUED)

84.
CONTINUED:
CALEB
At this point Im willing to
believe hes Superman, mate.
Maxs suit starts to go so bright Overmen have to shield
their eyes. SuddenlyCAPTAIN!!

OVERMAN (V.O.)

Max starts to power down as Caleb looks to see whats the

matter.
When he has their attention the Overman uses a stray
branch to tap the metal of the gate-- Nothing happens.
What the-

CALEB

Caleb walks over to the door of the gate and puts out his
hand-- His gloved fingers touch the metal without
incident. Then he looks back at them.
MAX
Looks like were invited.
Max walks up and brushes passed him confidently entering
the compound.
INT. OLYMPUS COMPOUND - CONTINUOUS
The Overmen, Caleb, Doc, and Max all stand before a huge
and seemingly well maintained military compound-- A large
open area floored in concrete. Large cargo containers
still pose here and there making it an excellent area for
a friendly firefight.
Calebs rag-tag army of soldiers, scientists, and
tribesman all stand in rank, dressed identically.
Although their faces are a melting pot of colors and
cultures their dead set expressions make them all
brothers.

(CONTINUED)

85.
CONTINUED:
They all stare up at a raised platform that used to serve
as a helipad for the island-- Standing along the rail,
rigid and at full attention, are the soldiers of Olympus.
Their BBR suits are fitted with metallic armor plating
and their visors are black and cover the whole face to
become helmets. Most of them carry a phaser rifle type
weapon across their chest fitted with a small compartment
of glowing plasma; presumably for ammo. They stare down
upon Calebs tribe like a pack of high tech Robot
Wraiths.
Doc inches over to Caleb and whispersDOC
Those suits look nuclear. What do
you think those guns are?
CALEB
Looks like EMP. If we get hit with
one of those its gonna fry our
suits.
DOC
What about us inside?
CALEB
Like chickens in Kentucky, mateIAN (V.O.)
Captain Caleb! You old deserter!
Standing above the robot wraiths and in front of the
buildings entrance is IAN LANCER. He is a full six inches
taller than Captain Caleb and built like a Juggernaut.
His suit has the same armor as the robot wraiths but it
gleams of shining silver. His hands and forearms are
covered in a thick metallic gloves; the underside of
either forearm houses a compartment with the same glowing
plasma as the Wraiths rifles. His helmet is bulkier and
his face is visible through the amber colored visor.
IAN
How do you like the new threads?
Theyre designed specifically for
night fights. Powered by
miniTeslas. And those rifles!
Lets just say youll be sorry you
missed the upgrades. But these are
what i really want to show you.

(CONTINUED)

86.
CONTINUED: (2)
He raises his fists in front of his face like a boxer.
The plasma on his forearms glows brighter.
IAN
You havent been hit until youve
been hit byBLAMMM
A huge energy blast explodes against Ians chest plate
knocking him backwards and into the front doorsBoth Calebs tribe and the Robot Wraiths look STUNNEDMax stands defiantly with a take no shit expression.
The glow of his suit throbs slowly stoking brighter with
his anger.
MAX
You talk to much for a god!
Ian manages to pick himself up. His face is twisted into
a murderous grin.
KILL THEM!!

IAN

The Robot Wraiths aim their weapons-- The tips of the

barrels begin to charge quicklyAn arrow from one of the Overmens bows strikes a Wraith
above his chest plate, through his body suit, and buries
itself in his neck-- The other Wraiths look over as he
falls backwards clutching at the small spear in his
throat.
Other arrows fly now, some hitting Wraiths and finding
purchase, most make contact with armor and fall useless.
The Wraiths weapons are charged. Caleb raises a fistCALEB
Overmen! Disperse!

(CONTINUED)

87.
CONTINUED: (3)
Immediately the ranks of Overmen scatter as the Wraiths
begin to rain photon plasma down from the platform.
A blast catches the back of a running Overmen and he is
thrown to the ground. He writhes and convulses as
electricity fries his suit and courses through his body
uncheckedIn
seconds he is crisp.
The other Overmen find cover as the Wraiths continue to
fire-Max still stands in place. A plasma shot hits him and is
absorbed into his suit harmlessly. Then another with the
same result. Each blast seems to be charging his suit. He
stretches both palms out together aiming for the Wraiths
on the platform-Ian charges him, moving with eerie quickness for his sizeTwo feet away he is met by an equal opposing force-Captain Caleb slams into him from the side and they are
both thrown to the ground and rolling-When they are up they stand measuring each other
IAN
Youre still pretty strong.
CALEB
Thats right. And still better
than you.
Ian raises a fist and backhands a large metal cargo
container. The shockwave travels through it and moments
later the whole bin compresses like a crushed soda can.
Not bad-

CALEB

Like a gunfighter he raises his hand and fires a quick

energy blast in Ians directionIan steps aside and it explodes against the entrance to
the building behind him-

(CONTINUED)

88.
CONTINUED: (4)
A crash and the container Ian stepped behind is flying at
CalebCaleb has to dive to avoid itAs he gets back
wraiths rifles
lying on-He looks up and
squarely in the
smoke-

to his feet a shot from one of the

connects with the pavement he was just
fires quickly-- hitting the Wraith
visor causing it to implode in glass and

Ian charges againCaleb goes to meet himThey clash in a classic hand to hand grapple-- Ians
slightly taller stature and advanced suit make it look
like Goliath fighting David-Another Wraith aims down at them trying
shot at CalebHe is pegged in the back by a blast and
rail-We see it came from Doc who has made it
helipad with a few other Overmen and is
Wraiths on their own level--

to get a clear
bent over the
to the old
now battling the

Doc ducks a shot by another wraith and fires backHe steps over and catches the back collar of the Wraith
previously bent over the railingHe lifts the Wraith in front of him like a shield as
another shot comes his wayIt catches the Wraith in the chest but nothing happensDOC
Dammit. Their guns dont work
against their own suits! Thats
not fair!
The captured Wraith tries to pull away but Doc uses him
to catch another shot and then tosses him over the rail-Then he fires back at the attacking Wraith knocking him
flat-- Doc realizes he still has a hold of the rifle from
the Wraith he threw over the side. He throws the strap
around his neck and fights on-All over the courtyard Wraiths fight Overmen--

(CONTINUED)

89.
CONTINUED: (5)
Max raises his open palm and catches a blast from a
plasma rifle. The energy shoots a wave through his suit
to his back and he aims both arms together as it rebounds
and as an amplified blast from his own glovesHe ducks as a Wraith at his side swings his rifle butt-Max catches the rifle and pulls the man into a chokehold-Wraiths surround them in a circle and as they fire Max
uses the captured Wraith as a shield, absorbing the
blasts, while he fires the blasts back at them with his
other hand-The surrounding Wraiths fall like ducks in a row-When theyre all down he spins the captured Wraith and
strikes an open palm into his chest plate, releasing an
energy blast just as he does-The Wraith flies and slams into one of the platform
supportsSuddenly Ian rises up behind Max poised to throw a mighty
blowJust before he does a metal slug connects with his helmet
and ricochets off, rocking the big mans head and causing
him to stumble-Max and Doc look over to see Winston high above them in
the Snipers nest above the front gates-When Winston sees them he raises a modified sniper rifle
above his head triumphantly-Ian gets to his feet still shaking his head from the
impact of the bulletHe pointsIAN
HOWD He GET A GUN. GET HIMM!
The Wraith standing closest to Ian raises his weapon just
in time for his black visor to be pierced by a real
bullet- The Wraith falls back without a sound and crashes
dead-

(CONTINUED)

90.
CONTINUED: (6)
Ian screams in rageHe gets up and prepares to charge the tower but Caleb
intercepts him first wrestling him to another stalemateas they struggleCALEB
MAX! You have to get inside!
Max looks over and sees the door has been mostly
destroyed by earlier blasts and Ians crashing into it.
Ian sees this too and struggles desperately to get free
of Calebs grip.
CALEB
It only needs one more shot mateBLAM!BLAM!BLAM!BLAM!
The door is decimated by a succession of energy blasts
from somewhere behind them.
They look over and see LILY with the POWERGLOVE leveled
straight at the door. Her other hand rests on the crook
of her arm to steady it. She wears the Overman visor on
her face.
Doc sees and yells from the platform
YEAH!!

DOC

Lily twists and rolls firing at the Wraiths attacking her

with no pause or hesitation between shots-She blasts one-- two-They attack from both sides and she takes legs from under
themShe turns quickly, pulling the knife from her belt, and
slashing from one directionThe Wraith avoids it and runs directly into the palm of
her glove with his chest plateShe grins and fires, point blank, as the Wraiths chest
plate disintegrates-

(CONTINUED)

91.
CONTINUED: (7)
Ian, fed up, uses all his strength to toss Caleb away
violentlyHe charges Lily like a mad rhinoLily charges back firing all the way-Her shots hit and roll off his chestHe pulls a fist back to smash her but she is too fastShe takes two steps up the front of his armor, and plants
the palm of her glove against his amber visorShe lets loose firing point blank blasts into his helmetHe falls backwards as she rides his chest igniting blast
after blast into his face mask-When its done she stands over his smoking corpse panting
heavily-- Then she looks up and directly into Maxs eyesSeen enough?

LILY

MAX
(grinning)
Not by a long shot.
Doc breaks the moment as he runs between them towards
where Captain Caleb fell.
He gets there and finds Caleb lying still, on his back,
in the crater of an overturned container-- Caleb is
obviously gravely injured-Doc kneels by his side.
Captain.

DOC

CALEB
Could use that drink now.
Max and Lily reach them shortly after.

(CONTINUED)

92.
CONTINUED: (8)
Caleb looks over at Max and LilyCALEB
I was wrong. We are not Gods.
He looks over at the body of IanCALEB
We are dinosaurs. And our time is
passed.
He hacks blood.
CALEB
This world belongs to you two now.
And the first thing you need to do- is save it.
MAX
What do I have to do?
CALEB
This facility houses an arc
reactor. Its underground. Its
pretty well protected but if you
can make an explosion big enough
you can take it out.
MAX
What?1 A nuclear explosion!
Thatll kill everyone here.
WINSTON
Thats right.... Lily, you asked
me before if I thought there were
other people out there. The answer
is yes, Im sure there are others
out there-- survivors. Humanity
dies hard... But whoever they are
they dont need us. All that has
happened since that alien dropped
out of the sky is a testament to
our immaturity. We wanted the
power, but not the knowledge to
use that power wisely. Even when
our own negligence came back to
bite us; when it came back to kill
us; we still couldnt get it
right.

(CONTINUED)

93.
CONTINUED: (9)
They all look out at the Overmen and the Wraiths waging
war against each other on the ground of Olympus.
WINSTON
These damn suits. Makes them look
so different. But these are all
men......
(turns back to them)
This island is the last that
remains of that knowledge-- That
power. It needs to die with us-Were not ready for it yet.
He hands something down to Max.
Take this.

WINSTON

Max accepts the battered looking piece of molded plastic

and metal.
WINSTON
Its the key to the reactor-- Just
insert it into the main terminal
and itll do the rest. That should
be everything you need.
Max stares down at it; something so small could end so
much.
LILY
Ill go with you.
You cant.

WINSTON

She turns to him; almost on him.

Why?

LILY

WINSTON
I need you for something else.
His eyes say it is of the utmost importance.
She turns away and back to Max--

(CONTINUED)

94.
CONTINUED: (10)
Before she can speak Max pulls her to him and kisses her.
We can almost see the halo glow around them; like two
human auras joined as one.
Then he lets go and pushes her gently away. They stare
into each others eyes.
MAX
Its okay-- Ive seen enough to
believe.
He looks at them all one last timeThen he turns and RUNS-Lily looks after him until he enters the building.
Then Doc looks down at Caleb. Calebs eyes are now closed
and his breathing has stopped.
Doc lowers his head and mourns for his friend.
WINSTON
Come, Lily. We have to be quick
now.
Lily pulls her gaze away from the door and allows Winston
to lead her away.
INT. OLYMPUS - CONTINUOUS
Max steps into the front doors and is met by the sight of
the large sculpted angel fountain dominating the middle
of the room.
The water has long since stopped flowing but what is left
looks clean and there are rose petals floating along the
surface. It reminds him of the fountain from Pandoras
place.

(CONTINUED)

95.
CONTINUED:
He walks passed it and passed the army barrack like
hallways until he comes to the yellow and black decorated
glass doors to the research facility.
He inserts the plastic key Winston gave him and the door
opens. He steps into the elevator and turns to take a
last look at the back of the angel fountain.
INT. UNDERGROUND BRIDGE - CONTINUOUS
The elevator doors open and Max steps out onto a steel
walkway stretching fifyt feet ahead of him to another
door.
Massive steel columns rise from the depths of the dark
abyss below to the ceiling. They stand at jagged angles
like a forest of metal bamboo trees.
As Max walks the length of the bridge he spies large
black glass bulbs that frequent the steel columns like
bunches of fruit.
Halfway across Max feels a pounding in his chest; slow
and thumping. His vision blurs as spots explode before
his eyes and he would fall to his knees were it not for a
hand on the rail at his side.
He closes his eyes tight but the spots just become lights- Fireworks exploding across a dark inner sky-- or STARS.
Yes stars! a universe of starsMax opens his eyes and sees clearly again. His face is
covered in sweat and he wipes it with the back of his
gloves as he stands straight again.
When he looks the door seems much closer, just another
ten steps away. Every step closer he feels a little
better.
At the door he is stopped again. There isnt a knob or a
keypad or any other mechanism to open it with--

(CONTINUED)

96.
CONTINUED:
Max reaches to the door, palm out, slowly-- Just before
his hand makes contact the door slides soundlessly to one
side.
Max takes a deep breath and walks in.
INT. RESEARCH LAB - MOMENTS LATER
Max steps into a pantheon at the center of the earth and
is promptly hit with another fit. This one brings him to
his knees just inside the door and between the two
Wraiths standing guard on either side. They do not
acknowledge his presence, however, remaining stock still
and at attention.
When Max regains himself again he stands and looks around
him. The lab is a huge spherical dome whos pitch black
interior is lined completely with a grid of dimly glowing
baseball sized nodes like pulsing light bulbs. Max sees
that the nodes even cover the surface under the glass
floor of the room. The room gives the illusion of a glass
planetarium showcasing a uniform universe of dim stars.
Or like standing inside of a hollowed atom.
Protruding from the curved walls opposite Max is a
particle accelerator. Its large circular cap piece(CDF
Detector) is ten feet tall and resembles a round
electrically engineered doorway to that the universe
itself. A stargate.
An ordinary looking wheel chair glides from around the
side of the door to the universe. It has a squeaking
sound like bad breaks. It stops at the head of the lab
area-- The old woman sitting in the chair looks small,
miniscule in fact dwarfed by the sheer enormity of the
man made galaxy around her. The frailty ends there
however as the expression on the womans face is one of
bitter long standing determination; the face of a woman
who will never give an inch; Dr. ELLEN HODGES.
DR. HODGES
Hello, Duecalion.
Its Max.

MAX

(CONTINUED)

97.
CONTINUED:
Her expression is even more critical.
DR. HODGES
It is most certainly not!-(catches herself)
Did you get that from your stasis
chamber? Your codes names were
Maxima and Minima. I suppose its
actually quite natural for you to
think that was your name after
waking up-- out there.
MAX
From the tomb you left me in.
DR. HODGES
Tomb?! Nonsense. It is simply a-sleep chamber. I dont know what
that Captain Caleb told you buMAX
Captain Calebs dead-Beat
DR. HODGES
That so?-- Well, I guess Ian got
his wish.
After a few moments of silence she looks up at him again.
DR. HODGES
Ian too?--- Well, I suppose he
wouldnt have let you in if he
were still out there, now would
he?
She seems embarrassed at her mistake and turns to examine
some of the monitors on the table.
MAX
Did you care about anybody on this
island?
DR. HODGES
As a matter of fact, kiddo, I do.
In fact I care about everybody.
Not just my own children, my own
soldiers, my own tribesmen.
(MORE)

(CONTINUED)

98.
CONTINUED: (2)

DR. HODGES (CONT'D)

As far as Im concerned you are
all my children. And I love one no
more or less than another. The
work Ive been doing; all the
failures, the losses. Weve lost a
lot-- But the research that weve
been doing here these passed years
is for all of them. Let me help
you understand that.

Max is having none of her calm demeanor.

MAX
Why are you doing this then?
DR. HODGES
It was a test, Deucalion. And you
did very well. You passed.
A test?

MAX

DR. HODGES
Of course. You are to set the new
standard for the race of man.
Theres no way I could give you
such a responsibility without
being quite sure you were up to
the task. That would be
irresponsible.
MAX
So all this; waking me up in the
jungle, Leo, Caleb, Pandora,
Winston, Lily. All that was a
test?
DR. HODGES
Of course. In the beginning I
taught you both myself but then I
realized I could never really be
sure unless I tested one of you.
What better place than outside
this very facility. The people you
just named and their individual
aims are not unlike those of the
old world. A perfect microcosm so
to speak.
MAX
Did you say both of us.

(CONTINUED)

99.
CONTINUED: (3)
DR. HODGES
Yes, Deucalion. You have a
twin...... But your sister was-problematic. She was too clever
and quite precocious. She would
have known at once it was a test,
the little bitch. Even with the
memory wipe. But for you, well-It took you two full days to
realize you were different than
any of those savages out there.
MAX
What are you talking aboutFlashbacks of Maxs dream slice through his mind. Hes
falls to one knee as another fit seizes him.
DR. HODGES
Those fits youre having are
youre memories trying to connect
themselves in places that are no
longer there. Side effects of the
memory wipe..... You two arent
exactly human. One human
chromosome for each of you. One X.
One Y. Darwins DNA acts as the
other chromosome. That is the
chromosome you share. The closer
you two get to each other, the
more your minds will start to
unravel. Its like a fail safe or
something. You two are much too
important to be allowed to exist
freely.
MAX
She stuffed in a box too.
DR. HODGES
Not exactly. Shes quite a bit
more powerful than you, you know.
Simply putting her out wouldnt
work. She has to be held in a
suspended state and constantly
bombarded with neutrinos.
Dr. Hodges looks up at the door to the universe.
MAX
So shes in there.

(CONTINUED)

100.
CONTINUED: (4)
DR. HODGES
Yes, dreaming quite peacefully
actually.
Max gets a flash of the dream again-- lights in the sky
all around him like the stars come down to earthMAX
So, what do you want?
DR. HODGES
I want you to go back to sleep,
son. With your DNA and her power I
will create a new race of men.
Superior in all aspects to the men
of the old world. This test proved
that. You are superior,
Deucalion. I have an army of BBR
suits, a ship, and now you two; my
children. Darwin is dead. We can
take all we have now and leave
this island forever. We can build
a new world.
MAX
And what if I dont want to?
The two wraiths that were gaurding the door are suddenly
at his sides.
DR. HODGES
Then Im afraid I cant give you a
choice, Deucalion. I gave you
life, after all. And that life is
of great purpose.
Max takes the guards by surprise when he snatches the
footing from under one of them and shoves the other away.
He stretches his arm to charge a blast-- but nothing
happens.
DR. HODGES
This whole room was built as a
transducer to harness your
sisters power. It creates a very
particular magnetic field. It
suppresses your ability to power
your suit without a proper charge.
In short, your powers wont work
here.

(CONTINUED)

101.
CONTINUED: (5)
The two wraiths recover and apprehend him.
DR. HODGES
Thats why I made sure my suits
had to have a self sufficient
power source.
Max smiles.
MAX
Sounds like a proper charge to meHe elbows one of the wraiths in the faceThe other swings his rifle towards MaxMax grabs hold of it and forces the wraith to fire a shot
at his partner sending the other wraith flyingThen Max rips the rifle from the wraiths grasp and
clutches a hand around his throat-- Maxs suit
immediately starts to suck power from the wraithDR. HODGES
What are you doing?!
MAX
Little trick I learned out there
with those savages.
The wraiths plasma cannister can be seen dwindling.
The other wraith has recovered and attempts to shoot MaxWithout looking over, Max, aims his off hand at the
Wraith and fires a blast that hits the wraiths rifle and
explodes it, sending the wraith flying backwards again.
Now finished draining the guards power Max drops him to
the floor in a heap. The guard skitters backwards,
looking much more like just a man behind his ominous
black visor.
DR. HODGES
How did you do that?

(CONTINUED)

102.
CONTINUED: (6)
MAX
Im not exactly sure. But what I
do know is that theres a fifty
percent chance that computer
terminal behind you controls my
sisters sleep chamber. The
other half of my money is on that
one over there.
He gestures to another terminal not far from where the
second wraith is still cowering.
Max aims at the first terminal, and Dr. Hodges.
MAX
Looks like its decision time.
Dr. Hodges doesnt move her chair an inch. Her expression
is likewise immovable.

MAX
You look pretty smart, ma. What
would happen if I were to fire a
big badass energy blast thingy at
one of those puny looking terminal
thingies.
DR. HODGES
This isnt going to work out the
way you want it to, Deucalion.
Whats your plan after killing me
and destroying what Ive devoted
my life to? I doubt youve even
thought that far.
MAX
You know, Mom, I might not be in
the running for the Nobel Peace
prize of 2050 but I do know one
thing; when you finally realize
the truth, all thats left is to
choose a side.
He swings his aim over at the unprotected terminal and
fires a shot that decimates it..

(CONTINUED)

103.
CONTINUED: (7)
NOOO!

DR. HODGES

The word drags into an echo as we follow it out of

Hodges mouth, passed the Wraiths and Max, then through
the glass window on the chamber and to the peacefully
sleeping face of SOPHIA, Maxs sister-SUDDENLY the eyes belonging to that tranquil childlike
face OPEN-The door to the chamber opens with a loud hiss and steam
puffs out in a thick cloud-- A bare foot steps down on
the concrete floor with the control and grace of a ballet
dancer-The sound of the door opening further as we see Max and
the Wraiths in awe staring at what has emerged behind Dr.
Hodges back-SLOWLY Dr. Hodges turns her chair and sees a GODDESS
emerge from the chamber-- SOPHIA stands still and stark
naked as she looks upon themThe remaining wraith screams a littleSophia raises a hand, fingers spreadthen she crushes the air into a tight fistThe Wraith clutches his throat suddenly. He rips at his
mask pulling it off. The face underneath is starting to
turn purple already. His mouth seems to be gasping for
air that isnt there.
DR. HODGES
(horrified)
Stop!!
Sophia doesnt until the man has fallen to the floor-and finally stopped moving-Dr. Hodges stares down at the dead menDR. HODGES
What- what did you-

(CONTINUED)

104.
CONTINUED: (8)
When Sophia speaks it is in the rhetorical, smug tone of
one who is speaking scientific fact to another who
doesnt have the mental capacity to grasp it.
SOPHIA
Oxygen is composed of Nitrogen and
Helium, is it not? I simply used
the weak force to convert a single
proton to a neutron in the O2
atoms around his head. The
remaining nitrogen is absorbed
into the atmosphere but the area
around his head becomes an airless
vacuum. Humans cant survive in a
vacuum,
(looks to Dr. Hodges)
can they?
Sophia.

DR. HODGES

SOPHIA
DONT! Call me that.
The air around Sophia crackles with power.
DR. HODGES
Sophia you have to understandSOPHIA
Ohh, I do. I do understand,
mother. Thats the real problem
isnt it? I understand more than
you do; more than you could ever
hope to. And that just burns you
up, doesnt it?! YOU are the one
whos jealous, mother.
DR. HODGES
You shut your mouth!.... I made
you! I gave you life! Theres
nothing you have I didnt give
you!
Sophia suddenly raises her hand again. She squeezes at
the air as if she is choking an invisible neck.
Dr. Hodges reaches for her throat--

(CONTINUED)

105.
CONTINUED: (9)
Sophia raises her arm and Dr. Hodges loses touch with the
seat of her chair as she is lifted by unseen forces until
her legs dangle limply in the still air of the room.
SOPHIA
Youre wrong. Nothing creates
alone in this world. Creation
happens when things work together.
When we willingly give our energy;
we sacrifice a piece of ourselves.
Thats when it happens. Creation
works through us! Thats the
truth you have never been able to
accept, human! Youll never be
God!
She squeezes Dr. Hodges neck tighter.
Sophia!

MAX

Sophia looks at him as if shes just noticed him there.

Duecalion!

SOPHIA

Dr. Hodges quickly pulls a remote trigger from her pocket

and presses the buttonSophia screams and drops Dr. Hodges, clapping her hands
over her ears-Dr. Hodges falls roughly to the floor gasping for airMax makes it over to check on SophiaDR. HODGES
You little premadonna. You think
its that easy? Let me tell you
somethingShe manages to get to a sitting position-

(CONTINUED)

106.
CONTINUED: (10)
DR. HODGES
Nothing trumps experience, hunny.
Youve been in existence all of 6
years. You havent had time to
make a backup plan.
She holds up the remote.
DR. HODGES
This is a detonation trigger.
Those military idiots built this
place to launch nuclear weapons.
Of course there had to be certain
precautionary measures in place.
The sound youre hearing right now
are the molecules of the plutonium
core vibrating faster and faster;
heating up. The magnetic field in
this facility can vibrate
particles at different
frequencies. When particles heat
to a high enough temperature,
well-- Cant stop the fusion once
it starts. It would be like trying
to unring a bell. Pandora
destroyed the only fail safe when
she destroyed my old facility; a
bypass switch that blows the
connection to the plutonium core.
(scoffs)
No way I would let the sloppy
evolution of humanity happen again
without a trained hand to guide
it. This research was always all
or nothing. This island and its
inhabitants were to be destroyed
as soon as we were a safe distance
away. You think I would chance
letting an idiot like Caleb
rebirth human civilization?!
She turns to them pointing the remote from her position
on the floor. Sophia is on her knees and Max kneels next
to his sister holding her.
DR. HODGES
Id see everything on this island
die first!

(CONTINUED)

107.
CONTINUED: (11)
She presses the button and we hear the sound of the
system shutting down.
WHAT?!

DR. HODGES

MAX
So by the bypass switch you
dont mean that weird plastic
thingy the Wizard gave me? I put
it in that computer terminal over
there while you were explaining
everything.
Dr. Hodges looks over and sees the bypass key in the
slot on the terminal she had been guarding earlier. She
suddenly realized who planned all this.
Winston.

DR. HODGES

MAX
Winston the Wizard.
Sophia is back on her feet and free from the pain in her
head. She raises her hand towards Dr. Hodges and then
slowly closes it into a tight fist.
Dr. Hodges sits still as the humming fills her head now.
DR. HODGES
Stop! Dont you see. Cant you see
the opportunity we have here.
Darwin brought the end of our way
of life but within the bacterium
itself was the door to a New
World! A world we can remake in
any image that we choose. In your
image!
SOPHIA
No, mother. Its your image youre
so interested in seeing. Yours
above all.
Dr. Hodges presses her hands to either side of her head
as the humming intensifies.

(CONTINUED)

108.
CONTINUED: (12)
DR. HODGES
I am your mother! I gave you life!
MAX
The world you built has passed
away. This world belongs to us.
And my lifes purpose was to
save it from you.
Beat
SOPHIA
Goodbye, mother.
Sophia slowly opens her hand spreading her fingers wideDr. Hodges starts to scream as she clutches her ears,
trying to keep herself together.
Max and Sophia watch as her image seems to blur, as if
every cell in her body is vibrating-- The vibrations get
stronger as the particles of her lab coat start to
disperse-Dr. Ellen Hodges takes her last look at her children as
the molecules of her body start to loosen-Then scatter and disintegrate like billions of points of
light burn out like embers-- Then nothing. If not for her
empty wheelchair it would be as if she never physically
existed..
Sophia gets to her feet and so does Max.
They stare at each other for a long time an arms length
apart.
EXT. ROCKY COVE - CONTINUOUS
A nasty storm has broken out and the rain pours.
Lily, Winston, and Doc lead whats left of the Overmen
and the priestesses of Pandora through the jungle.

(CONTINUED)

109.
CONTINUED:
LILY
(to Winston)
Where are we going?
Youll see!

WINSTON

DOC
I hope its close. I think Im
catching a cold.
WINSTON
Ive got a cure for that.
Doc, suddenly stops as he reaches the edge of the trees;
a miraculous cure for the common cold forgotten. He lets
out an awestruck whistle.
My God.

DOC

The rest of the group steps out of the jungle and sees a
large ship anchored out beyond the rocks.
LILY
(to Winston)
Whats that?
Its an ark!

DOC

The Priestesses and Overmen gasp and start to cheer

happily.
LILY
How did you get it?
I stole it.

WINSTON

Lily laughs.
LILY
Thatll take usWINSTON
Anywhere in the world you want to
go.
(MORE)

(CONTINUED)

110.
CONTINUED: (2)

WINSTON (CONT'D)
Well take this and my bag of
tricks and go find out if theres
anybody else out there; survivors
like us.

The Overmen and Priestesses start to move closer to the

water.
DOC
How did you manage to find out
where it was parked, much less
take it from under Hodges nose?
WINSTON
Well, it is an island after all.
And I am a Nobel Peace Prize
contender.
Lily runs over and plants a big kiss on his cheek.
LILY
You are the greatest!
When she lets him go the turn back towards the ship and
standing between them and their ride home is LeoHe is battered and bloody and one of his eyes looks
closed permanently. He doesnt growl or pace. He stands
stock still glaring at them with his one good eye.
DOC
I dont have a weapon.
WINSTON
None of us do.
Lily raises her glove.
WINSTON
NOO! Itll fry you in this rain!
Leo takes a step forward knowinglyDoc steps in front of Lily.
DOC
When he comes for me, you two run
for the water.

(CONTINUED)

111.
CONTINUED: (3)
Before they can protest, or move, the Lion comes for
them. Doc closes his eyes but Lily and Winston stare wide
eyedDoc, eyes still closed, hears a loud roar at his side-AKEELA!

LILY

Akeela ignores her, never taking its eyes off the Leo
who has stopped in its tracks-Doc peeks through one eye and sees their saviour.
DOC
Weve gotta go.
LILY
We cant leave her!
WINSTON
We have to, Lily. Shell be fine.
Akeela spares a look back over her shoulder as if in
agreement. Doc grabs Lilys wrist and starts to pull her
towards the water.
WINSTON
Goodbye, old friend....
And he is off behind them.
Leo takes a step towards them and Akeela matches him.
Winston follows Doc and Lily looking back as he leavesThe bear and the Lion circle each other on the rainy
beach-Finally Leo has had enough-- He roars ferociously and
leaps at the bear--

(CONTINUED)

112.
CONTINUED: (4)
Akeela raises up on her hind legs swings an immense paw
and meets Leos with it in midair-- There is a loud crack
as Leos neck snaps and he falls to the ground in a heap.
Akeela stands over him and roars; KING of the Jungle....
CUT TO:
EXT. JUNGLE - CONTINUOUS
We are RUNNING. Running through the trees. It is night
but the sky is alight all around us like we are RUNNING
through a meteor shower; except this time we can make out
the stars so bright.
No one chases us. Leading our way is Sophia, her reddish
brown hair catching the glints of light like winter fire.
She doesnt turn back to look at us.
Suddenly SHE disappears from sight untilwe BURST forth from the thicket into open spaceWe come to a TALL cliff overlooking some sort of CITY;
the old facility. The remains of the facility are on fire
and it dazzles to compete with the brilliance of the
lights(stars) in the sky.
The view is breathtaking-And then we see HER again. Her back is still to us as she
stands some distance away, right at the edge of the
cliff, looking down over the city(jungle). We cant see
her FACE; but this time we know what she looks like.
We go to HER. When we step to the edge we are completely
taken in by the view below. It is as if we are suspended
in space above a bright galaxy; STARS above and STARS
below..
A moment later we feel her warm hand close a perfect fit
over ours--

(CONTINUED)

113.
CONTINUED:
A SILENT EXPLOSION OF BRIGHTNESS and all is enveloped in
a SUPERNOVA of LIGHTEXT. OCEAN - CONTINUOUS
The survivors of the island all look back at it as their
ARK travels in the opposite direction. The Ark heads
towards the present. Towards the future.
Suddenly a small point of light sparks from some distance
place on the jungle island and in a millisecond OUR whole
view is swallowed in the WHITE LIGHT.

END

(CONTINUED)

114.
CONTINUED: