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Fantastic Four Movie Script

Writer(s) : Mark Frost, Michael France

Genres : Action, Adventure, Fantasy, Sci-Fi

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                                    FANTASTIC FOUR


                                          by

                            Mark Frost and Michael France
 

                          based on the Marvel comic book by
                               Stan Lee and Jack Kirby




                                                           Shooting Script
               



               FADE IN:

               CLOSE ON A MASSIVE STEEL HEAD

               Our first thought: DR. DOOM?  But it's not moving.  A
               welder's torch sparks into frame in the hands of a sculptor
               on scaffolding.  This is art, an epic 20 foot statue going up
               of a business mogul (VICTOR VON DOOM) in whose generously
               extended hands sit two intertwined columns of DNA.  His face
               is chiseled, angular, perfect (too perfect).  Past sparks, we
               MOVE down to pick up...

               EXT. STREET/VON DOOM INDUSTRIES TOWER - DAY

               REED RICHARDS and BEN GRIMM head toward the soaring glass-box
               atrium of VDI Headquarters.  Designed to inspire awe, it
               does.

                                   REED
                         High open space, exposed structural
                         elements.  Obviously aimed at first
                         time visitors to create feelings of...
                         smallness, inadequacy.

               Ben glances at Reed, who looks a little nervous.

                                   BEN
                         Good thing it ain't workin... Reed,
                         what are we doing here?  This guy's
                         fast-food, strip-mall science --

                                   REED
                         This wasn't our first stop, in case
                         you forgot NASA.  And Victor's not
                         that bad.  He's just a little...
                             (seeing the statue)
                         Larger than life.

               INT. VON DOOM INDUSTRIES TOWER - DAY

               They move past the statue, into the sprawling atrium.

                                   REED
                         He's financed some of the biggest
                         breakthroughs of this century.

                                   BEN
                         You'd never know it.

               He motions to a high-tech ORB, showing FOOTAGE of VDI's
               accomplishments: a safe and clean nuclear facility, the first
               private Space Station.

               All images have VICTOR front and center, glad-handling George
               Bush, Tony Blair, shady International Leaders.  The last
               image is Victor holding the AMERICA'S CUP.

                                   BEN (CONT'D)
                         Jesus.  That too?

               They reach three stern RECEPTIONISTS.

                                   REED
                         Reed Richards and Ben Grimm to see --

               A receptionist cuts him off, handing them each a pass.

                                   FEMALE RECEPTIONIST
                         Executive elevator, top floor.

                                   BEN
                         What's the price for a smile round here?

               They head for the elevator.  Reed carries a small, black box. 
               As they enter the elevator, steel doors shut and we CUT TO --

               INT. VON DOOM INDUSTRIES TOWER - OFFICE - DAY

               A large, dark office.  Ben in the corner.  He yawns,
               watches...

               BRIGHT HOLOGRAMS: Stars.  Planets.  They hover in the air,
               making the room feel like a majestic portal into outer space.

                                   REED (O.S.)
                         My research suggests that exposure to
                         a high-energy cosmic storm born on
                         solar winds might have triggered the
                         evolution of early planetary life.

               REED stands among the holograms, speaking to a MYSTERIOUS
               FIGURE in shadow behind a desk.  An ominous, PULSATING RED
               CLOUD covers the stars.  It washes over a hologram of EARTH.

                                   REED (CONT'D)
                         In six weeks another cloud with the
                         same elemental profile will pass
                         Earth's orbit.  A study in space could
                         advance our knowledge about the
                         structure of the human genome, and
                         help cure countless diseases, extend
                         human life --

               The SHADOW clears his throat.  Reed speeds up, emotional.

                                   REED (CONT'D)
                         Give kids the chance to be stronger,
                         healthier, less prone to --

                                   SHADOWED FIGURE
                         Turn it off.  Please.

               The figure's DEEP VOICE pierces the darkness.

                                   REED
                         But I haven't fully explained my --

                                   SHADOWED FIGURE
                         Yes you have... Imagination.
                         Creativity.  Passion.  Those were
                         always your trademarks.

               Lights brighten, revealing the face behind the voice: VICTOR
               VON DOOM.  35, handsome, commanding.  He looks almost...
               airbrushed.  He drops a WIRED magazine to the desk.  REED is
               on the cover over the words: RICHARDS BANKRUPT, GRANT
               CUTBACKS.              

                                   VICTOR
                         But dreams don't pay the bills, do
                         they?
                             (a condescending smile)
                         Same old Reed, the hopeless optimist. 
                         Still reaching for the stars, with the
                         world on your back.

                                   REED
                         You remember in school we talked about
                         working together.  That's what I was
                         about to explain...

               Reed presses the remote.  Another hologram appears: A SHUTTLE
               slowly approaching AN ORBITING SPACE STATION.  Both bear the
               VON DOOM INDUSTRIES logo.  Victor smiles, more intrigued.

                                   VICTOR
                         So it's not my money you want.  It's
                         my toys... Tell me: if NASA doesn't
                         trust you, why should I?

               Victor is a step ahead.  Reed pauses, thrown for a beat.  Ben
               wakes up, suspicious.  Victor notices.  He notices
               everything.

                                   VICTOR (CONT'D)
                         That's my job.  To stay a step ahead. 
                         To know what other men don't.

               Ben gets close to Reed, turning toward the door.

                                   BEN
                         I can't take this.

                                   REED
                             (low, quiet)
                         Ben.  This is business.  Just work.
                         
               A beat.  Victor cracks a smile, enjoying the tension.  And...

                                   SUE (O.S.)
                         He's right, Ben.

               They turn to see...SUE STORM (demure, stunning) standing in a
               corner...possibly for the whole presentation.  A little cold:

                                   SUE (CONT'D)
                         It's just business.

                                   VICTOR
                         I think you both know my Director of
                         Genetic Research, Susan Storm.

                                   BEN
                         Heya Susie.
                             (under breath, to Reed)
                         One more thing he's got.

               Sue gracefully walks into the office, only taking her eyes
               off of Reed to give Ben a warm hug.

                                   SUE
                         Ben, it's been too long.

               She gives Reed a polite handshake.  Victor watches carefully. 
               Reed looks uncomfortable in her gaze.  A little tongue-tied.

                                   REED
                         You're, you've, I mean, how have you
                         bee--

                                   SUE
                         Never better.

               Victor sizes them up.  He puts a hand on Sue's shoulder.

                                   VICTOR
                         This isn't going to be a problem, is
                         it?

                                   REED
                         Not at all.

                                   SUE
                         Ancient history.

               Victor smiles, eyeing Sue.

                                   VICTOR
                         Good.  Then you're just in time to
                         hear the great Reed Richards ask me
                         for help.
                             (to Reed)
                         You know, you made a lot of folks at
                         MIT feel like a junior high science
                         fair.  So you'll excuse me if I savor
                         the moment.

               Ben tightens.  A hard beat.  Reed sucks it up.

                                   REED
                         You back this mission, and I'll sign
                         over a fair percentage of any
                         applications or --

                                   VICTOR
                         The number's seventy-five.  And it's
                         applications and patents.

                                   BEN
                         What about his first born?

                                   REED
                             (quiet)
                         Ben, the money's not important.  We
                         could save lives.

               Sue gives a thin smile -- a flicker of old feelings.

                                   VICTOR
                         Twenty-five percent of a billion is
                         enough to keep the lights on, isn't
                         it?  Maybe even pay off your fourth
                         mortgage on the Baxter Building.

               They look at Victor.  How does he know all this...?

                                   VICTOR (CONT'D)
                         Deal...?

               Reed looks at Ben, who shakes his head softly no.  But
               Reed...drops a nod.  Done.  Victor smiles, offers a
               handshake.

                                   VICTOR (CONT'D)
                         Well then, to our future.  Together.

               Victor squeezes.  Hard.  His other hand on Sue's shoulder.

                                   VICTOR (CONT'D)
                         Funny how things turn out, isn't it?

                                   REED
                         Hilarious.

               As Reed and Sue lock eyes, Ben watches Victor.  Wary.

               INT. VICTOR'S OFFICE - MOMENTS LATER - DAY

               Director of Communications LEONARD enters, checking files.

                                   VICTOR
                         If Reed's right, then this little trip
                         will double our stock offering.

                                   LEONARD
                         And if he's not...?

                                   VICTOR
                         Reed's always right.  Good thing he
                         doesn't always know what he's got...

               INT. VON DOOM INDUSTRIES TOWER - ELEVATOR - MOMENTS LATER

               Reed and Ben step into the elevator.

                                   BEN
                         He knew about NASA.  What if he made
                         the call to shut us down --

                                   REED
                         Ben, think about all the people we can
                         help if this works --

                                   BEN
                         Maybe you should think about yourself
                         for once.  You always let this guy
                         push you round --

                                   REED
                         We got what we wanted.  That's
                         enough.

                                   BEN
                         I know, I know.  I'm just worried
                         about what he wants... Speaking of
                         which...

               Reed follows Ben's eyes to...SUE.  She joins them.  Doors
               shut.

               INT. VON DOOM INDUSTRIES STAIRCASE - CONTINUOUS

                                   SUE
                         You sure about this, Reed?

               He nods, head down.  He doesn't want eye contact.

                                   REED
                         Those solar winds are flaring, but I
                         factored them into my coordinates and --

                                   SUE
                         I was talking about us.  Working
                         together.

               Sue holds her eyes on Reed.  He is clearly uncomfortable in
               her gaze.  Did the elevator just get smaller?

                                   REED
                             (thinking, talking fast)
                         Well, uh, based on our history...you
                         can handle the biogenetics, and I'll
                         focus on the molecular physics.  Or,
                         uhm, maybe I should take the biotech,
                         you work the microscopes, since you
                         have some background in electropho--

                                   SUE
                             (droll, a little annoyed)
                         Right.  That's exactly what I meant.

               She shakes her head -- same old Reed.  He looks at her --
               what did he say wrong?  Ben smiles, patting Reed on the
               shoulder.

                                   BEN
                         Way to not overthink it.
                             (to Sue)
                         So when do we leave?

                                   SUE
                         I'll schedule the launch.  Call me in
                         the morning to talk about resources
                         and crew.

               She offers a business card.  Reed doesn't take it.

                                   REED
                         I, uh, think I remember the number.


                                   SUE
                         It's been changed.

               Beat.  Ben grimaces.  Reed takes the card, his eyes down.

                                   REED
                         As far as crew, I was hoping Ben could
                         pilot the mission --

                                   SUE
                         Well, he's welcome to ride shotgun,
                         but we already have a pilot on our
                         payroll.  You remember my brother
                         Johnny...

               Off Ben's curdling smile, we DISSOLVE TO --

               EXT. LAKE LAUNCH FACILITY - DAY

               A helicopter shot through trees.  We soar over timberland,
               and find something massive looming on the horizon:

               A SPACECRAFT.  A sleek take on a space shuttle.  Modern tech
               combined with industrial design that NASA could never afford. 
               The craft's nose is pointed straight up, ready for launch. 
               WORKERS IN JUMPSUITS are scattered around the two-hundred
               foot tall scaffolding, performing routine checks.

               EXT. GANTRY OVERLOOK - DAY

               Ben stares up at the craft.  A sneer on his face.

                                   BEN
                         Can't do it.  I cannot do it.

                                   REED
                         External SRBs, orbital system engines. 
                         Its just like the shuttles you flew
                         in --

                                   BEN
                         No.  I cannot take orders from that
                         underwear model.  That wingnut washed
                         out of NASA for sneaking two Victoria
                         Secret wannabes into a flight 
                         simulator.

                                   REED
                         Youthful high spirits.

               They walk toward the base of the scaffolding.

                                   BEN
                         They crashed it into a wall.  A flight
                         simulator.

                                   REED
                         I'm sure he's matured since then.

               CLOSE on JOHNNY STORM, leaning over to kiss a hot redhead. 
               PULL BACK TO REVEAL he's riding a MOTORCYCLE, and she's
               driving a red CORVETTE with license plate: FRANKIE.  PICK UP
               Reed and Ben, watching through binoculars.

                                   REED (CONT'D)
                         When have I asked you to do something
                         you absolutely said you could not do?

                                   BEN
                         Five times.

                                   REED
                         I had it at four.

                                   BEN
                         This makes five.

               INT. LAKE LAUNCH FACILITY LOCKER ROOM - NIGHT

               Reed and Ben unpack gear into lockers.  Suddenly --

                                   JOHNNY (O.S.)
                         Captain on the bridge!

               Ben goes to attention on reflex: Johnny snaps a picture with
               a digital camera.  Then advances, as Ben realizes who it
               is...

                                   JOHNNY (CONT'D)
                         Digital camera: $254.  Memory stick:
                         $59.  The look on your hard-ass former
                         CO's grill when he finds out he's your
                         junior officer: priceless.

               Ben eyeballs Johnny, suddenly reaches up as if to grab him. 
               Johnny flinches.  But Ben just reaches for Johnny's zipper,
               adjusts his uniform.

                                   BEN
                         I can handle the ship.  I can even
                         handle Mr. Blonde Ambition.  But I
                         don't know if I should be flying or
                         playing Vegas in these suits.  Who the
                         hell came up with them?

                                   SUE
                         Victor did.

               Sue enters, wearing her blue, wetsuit-like uniform, carrying
               a stack of flightsuits.  She hands them out to the guys.

                                   SUE (CONT'D)
                         The synthetics act as a second skin,
                         adapting to your individual needs to --

                                   JOHNNY
                         Keep the hot side hot, and the cool
                         side cool!

                                   REED
                         Wow.  Fantastic.

               Reed stares at Sue in the skintight outfit.  She wonders,
               maybe hopes -- is he actually checking her out?

                                   REED (CONT'D)
                         Material made from self-regulating
                         unstable molecules.  I've been working
                         on a formula for this.

                                   SUE
                         Great minds think alike.

                                   VICTOR (O.S.)
                         Guess some think faster than others.

               Victor enters, wearing his custom-tailored flightsuit.

                                   VICTOR (CONT'D)
                         I hired Armani to design the pattern. 
                         These colors will look great on
                         camera.

               A DOOR OPENS.  Leonard enters, in a sharp suit.

                                   LEONARD
                         They're ready for you, sir.

                                   VICTOR
                         Showtime.

               EXT. LAKE LAUNCH FACILITY - HALLS - NIGHT

               Leonard leads Victor through the halls.  Victor checks
               himself in mirrors as he walks, fixing his hair, his uniform.

                                   LEONARD
                         Our numbers are through the roof.  The
                         IPO's tracking at fifty, sixty a
                         share.  The bank's five times
                         oversubscribed --

                                   VICTOR
                         It's not just the money.  I could make
                         money in my sleep.

                                   LEONARD
                         Then what is it?

                                   VICTOR
                         History, Leonard.  History. 
                         Everything else is conversation...
                             (a beat)
                         How's the other matter?

               Leonard pulls out a BOX.  Opens it: a TEN KARAT DIAMOND RING.

                                   LEONARD
                         Harry Winston sends his regards.

               They hit a set of big doors.  Victor stops and looks into the
               reflective, metallic surface on the wall.  He fixes one last
               strand of hair.  Perfect. Then he opens the door to... 

               SNAP!SNAP!SNAP!  WHIP-PAN a row of CAMERAS snapping shots of --

               EXT. LAKE LAUNCH FACILITY - NIGHT

               Retrofitted into a makeshift press area.  Victor sits on a
               platform, with reporters stretched out below him.

                                   VICTOR
                         Today we stand on the edge of a new
                         frontier.  In the furthest depths of
                         outer space...we will find the secrets
                         to inner space.  The final key to
                         unlocking our genetic code lies in a
                         cosmic storm...

               BEHIND THE ACTION: Reed, Sue, Johnny and Ben walk past.  News
               crews barely notice, passing without even taking a picture. 
               Our "Fantastic Four" are not exactly big news.  Not yet.

                                   BEN
                         Isn't that your speech?

                                   REED
                         He's made a few changes.

                                   BEN
                         This is your dream, Reed.  You should
                         be the one up there.

                                   REED
                         Victor's better at these things.

               Just past the press area, they see...one woman standing,
               waiting.  This is DEBBIE, Ben's fianc´┐Że.  And for the first
               time in the entire film...Ben SMILES.  They hug, kissing. 

               Johnny and Reed watch.  Reed glances at Sue, who walks ahead. 
               Debbie slips a photo into Ben's flightsuit.  A tender beat.

                                   BEN
                         I'll be watching over you.

                                   DEBBIE
                         Just get back soon, or I start looking
                         for a new groom.

               Ben looks at the little ENGAGEMENT RING on her finger.

                                   BEN
                         Soon as I'm back, I'm gonna trade that
                         in for a bigger rock.

                                   DEBBIE
                         I don't care about rocks, I care about
                         you.
                             (to Reed)
                         You bring him back in one piece, or
                         you can forget being Best Man.

               Reed nods, smiles.  Debbie gives Ben a last kiss.  Ben turns
               to Johnny, who gives a cocky smile.

                                   BEN
                         What the hell you smiling at?  Just
                         keep your mouth shut, and your mind on
                         those SMBs --

                                   JOHNNY
                         Actually, the engines are SMEs.
                         Hydrogenbase, carbon propellant. 
                         Couple generations past your last
                         ride.
                             (at the threshold)
                         I'm not as dumb as you look.

               Ben just glares at Reed.  This is going to be a long trip. 
               As they follow after Sue, we CUT BACK TO --

               VICTOR ON STAGE

               Mid-speech.  Playing behind him is REED'S HOLOGRAM: stars
               give way to a pulsating red cloud...

                                   VICTOR
                         Think of a world without genetic flaws
                         -- no asthma, allergies, baldness,
                         breast cancer...

               Ben and Reed hear the speech.  Ben bristles.

                                   BEN
                         What's wrong with being bald...?

               Victor smiles at the crowd, commanding.  A true leader.

                                   VICTOR
                         Darwin discovered evolution.  Now we --
                         I -- will define it.  Only in America
                         could...

               The red cloud of cosmic rays wash over the Earth.

                                   VICTOR (V.O.) (CONT'D)
                         ...a little country boy from Latveria
                         build one of the biggest companies in
                         the world, and truly reach the stars. 
                         Now if you'll excuse me, history
                         awaits...

               On those words, the HOLOGRAM TRANSFORMS TO...Von Doom's
               SHUTTLE on the launch pad.  BOOM!  THRUSTERS FIRE WHITE HOT. 
               Smoke billows across the pad.  Ready for take off.

               Victor walks past the hologram and exits.  His departure
               perfectly timed with the shuttle LIFTING OFF.

               We push in on the shuttle, and follow the ship as it leaves
               Earth's atmosphere.  BOOM -- booster rockets fall away and
               the shuttle fires its thrusters.  The hologram transitions
               to...

               A shot of the SPACE STATION high above the Earth.  The
               shuttle enters from the top, lighting up the hologram with
               engines afire.  As the shuttle approaches the station we CUT
               TO --

               EXT. DEEP SPACE - SAME

               THE SPACE STATION in the distance, rotating in orbit above
               Earth.  THE SHUTTLE eases in and docks.

               INT. SPACE STATION - COMMAND CENTER - SAME

               Victor and Sue lead the others into the command center.

                                   JOHNNY
                             (a "dad voice": to Ben)
                         If you behave, maybe next time
                         daddy'll let you drive.

                                   BEN
                         Keep talking, there won't be a next
                         time.

               Reed is focused on THE EARTH.

                                   SUE
                         Long way from the projection booth at
                         the Hayden Planetarium, isn't it?

               Reed turns towards her -- a little stunned that she would
               bring that up.  It's the first time she's been nice to him so
               far.  He smiles, gently, hesitantly, always hesitant with
               Sue.

                                   REED
                         Yes.  Yes it is.

               Johnny and Ben exchange a look.  Reed keeps looking at the
               stars, eyes wide, like a little kid.

               INT. SPACE STATION - COMMAND CENTER/OBSERVATION DECK - SAME

               They enter the nerve center of the space station.  Victor
               goes to a computer console on the observation deck below. 
               The windows are closed, so there's nothing to observe.

                                   VICTOR
                             (to ground; via comm-link)
                         Leonard, how's the feed?

                                   LEONARD (V.O.)
                         Recording, sir.  We see you perfectly.

               Victor glances at a camera mounted into the console.

                                   SUE
                         We can monitor the cloud's approach
                         and observe the tests from here.

                                   BEN
                         Is it safe?

                                   REED
                         The shields on the station should
                         protect us.

                                   BEN
                         Should?

                                   VICTOR
                         What's wrong, Ben?  Eighty-million
                         dollars worth of equipment not enough
                         for you?

               Ben turns to Victor.  A little tension.  Reed cuts it:

                                   REED
                         Let's start loading those samples. 
                         Get your suit ready, Ben.

               Victor keeps his eyes on Ben.

                                   VICTOR
                         So you still do all the heavy lifting?

               Victor gives a friendly smile, patting Reed.

                                   VICTOR (CONT'D)
                         Maybe you should have stayed back in
                         the lab.  Field work never suited you.

               Reed doesn't defend himself.  Ben steps up.

                                   BEN
                         He does the talking.  I do the
                         walking.  Got it?

               Victor holds tight to his smile.  He nods, condescending.

                                   VICTOR
                         Got it.  So take a walk, Ben...I'm
                         going to borrow Susan for a second.

                                   REED
                         Sure.

               Ben and Johnny read his eyes, as we CUT TO --

               INT. SPACE STATION - AIR LOCK - LATER

               Ben preps for a space walk, putting on a helmet and boots. 
               Johnny unloads a set of clear sample boxes off of a cart,
               each containing a variety of plants.

                                   JOHNNY
                         Please tell me your dawg's not trying
                         to rekindle things with my sister.

                                   BEN
                         'Course not.  Strictly business.

                                   JOHNNY
                         Yeah, well, his eyes say different.

                                   BEN
                         Hey, two hearts got busted last time. 
                         Maybe she's not over it either.

                                   JOHNNY
                         Let's see: you got Victor, stud of the
                         year, more coin than God?  Or Reed,
                         the world's dumbest smart guy worth
                         less than a postage stamp.  Hmmm, it's
                         a toss-up.

                                   BEN
                         Put your tiny little mind at ease.

                                   JOHNNY
                         Don't you wander off, boy.

               Johnny steps out of the air-lock and shuts the door.  He
               looks through a small window to see Ben give the thumbs up. 
               THE AIRLOCK DOOR opens, and Ben gracefully steps into space.

               INT. SPACE STATION - OBSERVATION DECK - SAME TIME

               Sue descends the stairs at Victor's behest.  Joins him.

                                   VICTOR
                         Surprised I agreed to Reed's proposal?

                                   SUE
                         I understand the business reasons.

                                   VICTOR
                         Well, when you're looking at your
                         future, it never hurts to find closure
                         about the past.

               Sue's eyes narrow.  What is this about...?

                                   VICTOR (CONT'D)
                         Susan, every man dreams that he'll
                         meet some woman he can give the world
                         to.

               He presses a button and the observation deck's outer windows
               open up, revealing a spectacular, romantic view of the EARTH.

                                   VICTOR (CONT'D)
                         In my case, it's not just a metaphor.

               While she stares out the window, Victor reaches into a
               pocket, revealing a RING BOX.  Sue looks unsettled.

               INT. SPACE STATION - NEARBY CORRIDOR - SAME TIME

               Reed checks data on a work station, set on a wall.  The
               results of his calculations are not what he expected... He
               sees WIND VELOCITY digits rise.  He does a double-take when
               he sees the readout: EVENT THRESHOLD, T-MINUS 10:00.

                                   REED
                         No...no...impossible.  It's...too
                         fast.

               INT. SPACE STATION - OBSERVATION DECK - SAME TIME

               Behind his back, Victor holds the ring box in hand.

                                   VICTOR
                         You've been with me two years now.

               Sue doesn't know where this is going.  She treads lightly.

                                   SUE
                         It's been a good two years, Victor...
                         The company's accomplished so much.

                                   VICTOR
                         Right, of course, the company... But
                         you see, I've come to realize all the
                         accomplishments in the world mean
                         nothing without someone to share them
                         with --

                                   SUE
                         Uh, Victor, I hope I haven't done
                         something to make you think...

                                   VICTOR
                         Sue, I've lived my life unafraid of
                         taking big steps.  And this is the
                         biggest step yet.  If it helps, think
                         of this as a promotion.  A merger of
                         sorts...
                             (getting closer)
                         Four little words that can change our
                         lives...

               He is about to spring the ring on her.  She looks like a deer
               in headlights.  She opens her mouth, and...WHAM!  Doors slam
               open.  REED RUSHES INTO THE ROOM.

                                   REED
                         The cloud is accelerating!

               Victor quickly puts the ring back in his pocket.

                                   REED (CONT'D)
                         I don't know what happened.

               Sue quickly moves to a nearby control panel to verify Reed's
               claim.  Starts punching buttons.  Confirms Reed's findings
               with a nod.  Victor hardens, in control.

                                   REED (CONT'D)
                         We've got minutes until it hits, not
                         hours...Victor, that storm's deadly --
                         the radiation's lethal.  We need to
                         abort.

                                   VICTOR
                         Get a grip.  Reed.  We didn't come all
                         this way to lose our nerve at the
                         first little glitch.  Just close the
                         shields...

                                   REED
                         Ben's still out there --

                                   VICTOR
                         So reel him in.  But we came here to
                         do a job.  So let's do it.  Quickly.

               EXT. SPACE STATION - MOMENTS LATER

               Ben is carefully arranging SAMPLE BOXES OF PLANTS.

                                   REED (ON RADIO)
                         Ben, we need you back inside.

               Ben turns to see Reed and Johnny staring from a window.

                                   BEN (INTO RADIO)
                         I ain't done arranging your flowers,
                         egghead.

                                   REED (ON RADIO)
                         Ben.  This is serious.  Turn around.

               Ben sees Johnny motioning for Ben to look behind him.  Ben
               turns and sees: THE COSMIC STORM, rumbling toward the
               station.  Not close, but not far.  That gets Ben's attention.

                                   BEN (INTO RADIO)
                         Roger that, on my way.

               He turns back towards the ship.  BEHIND HIM, the storm grows.

               INT. SPACE STATION - COMMAND CENTER - SAME TIME

               Victor rushes into the room, looks at the monitors.  Sees the
               others near the airlock on one screen, and the approaching
               cloud on another.  Anxiety creeps across his face.

                                   AUTOMATED VOICE
                         Event threshold in two minutes.

               INT. SPACE STATION - AIRLOCK DOOR - SAME TIME

               Reed and Johnny stand by the airlock, waiting for Ben.  They
               heard the automated voice.  It panics Reed.

                                   REED
                         Come on, Ben, come on...

                                   VICTOR (ON RADIO)
                         Reed, we're running out of time.

               EXT. OUTER SPACE - MOMENTS LATER

               A wake of turbulence from the cloud hits Ben, making it
               harder to maneuver.  The cloud's tendrils snake toward him.

               INT. SPACE STATION - AIRLOCK DOOR - SAME TIME

               They can see Ben outside the window, still twenty yards away. 
               The entire corridor rumbles.  Lights flicker and spark.  They
               watch helplessly.

               INT. SPACE STATION - COMMAND CENTER/OBSERVATION DECK - SAME

               Sue watches the monitor, also helpless.

                                   SUE
                         Johnny... Reed...

               Victor, annoyed by the indecisiveness, marches right up to
               Sue.  Practically shoves her aside as he hits the INTERCOM.

                                   VICTOR
                         Reed, you need to get up here so we
                         can close the shields!  Now!

               Sue glares at Victor.  His lack of compassion shocks her.

                                   REED (ON RADIO)
                         Not until Ben is back inside!

                                   VICTOR
                         It's too late for him, and soon it'll
                         be too late for all of us.

               Victor doesn't bother to wait for a response.  He takes over
               the console, punching keys.

                                   SUE
                         What are you doing?

                                   VICTOR
                         Raising the shields.

                                   SUE
                         You can't leave them out there.

               Sue glares with as much contempt as her face can muster.

                                   VICTOR
                         Watch me.  Reed had his chance.  You
                         can't help them any more than I can.

               Beat.  She takes a step toward the door.  Not sure what to
               do.

                                   SUE
                         I can try.

               With one final glare, she bolts from the room.

               INT. SPACE STATION - AIRLOCK DOOR - SAME TIME

               Reed bites his lip.  Thinks.  He decides.

                                   REED
                         Victor's right.  Johnny, get to the
                         command center.  Close the shields.
                         
                                   JOHNNY
                         What about you?

               One look from Reed tells Johnny, he won't leave without Ben. 
               Johnny eyes Ben, steels his courage.  He's not going either.

                                   JOHNNY (CONT'D)
                             (to Ben)
                         Come on big guy, you can do it!

               INT. SPACE STATION COMMAND CENTER - DAY

               Victor watches the shields slide down.  Alone.  An island.

                                   AUTOMATED VOICE
                         Event threshold in thirty seconds.

               INT. SPACE STATION - CORRIDOR - SAME TIME

               Sue races down the hall.  Not panicked.  With determination.

               EXT. SPACE STATION AIR LOCK - DAY

               The exterior air lock door slides open.  In agonizing,
               weightless slow motion Ben reaches to haul himself inside. 

               The leading edge of the cloud hits: Ben is pelted by a
               hissing mass of space dust, splattering his suit with orange
               stains.  Larger particles, small pellets, pepper him.  Ben
               hauls himself in the last few feet by pulling on his tether.

               INT. SPACE STATION AIR LOCK/COMMAND CENTER - DAY

                                   AUTOMATED VOICE
                         Event threshold in ten seconds. 
                         TEN...

               Johnny punches controls to close the exterior airlock door...

               Reed opens a first aid kit, grabs a thermo-elastic blanket...

               INT. SPACE STATION - COMMAND CENTER/OBSERVATION DECK - SAME

               Clutching the diamond ring, Victor stands defiantly.  Showing
               absolutely no concern for the others.  Interested only in the
               event itself.  Lights and equipment FALL, CRASHING around
               him.

               A control panel EXPLODES in Victor's face.  He jumps back,
               and into the falling equipment.  Collapses under the weight.

               INT. SPACE STATION - AIR LOCK - SAME TIME

               Sue rounds a corner, sees Reed and Johnny.

                                   SUE
                         Johnny!  Reed!

                                   AUTOMATED VOICE
                         FIVE...FOOOOUUUR...

               SLOW MOTION: Everyone frozen in position as:

               -- JOHNNY is hit with sparks of flame from a control panel.
               -- REED REACHES out for Ben and the airlock door.
               -- VAPOR STREAM pours down on Sue from a blown gasket.
               -- THE SPACE DUST burns into Ben's skin.

               SLOW MOTION: Just BEFORE the exterior air-lock door closes, a
               SINGLE PARTICLE zips through the narrowing gap and hits Ben
               in the back, ripping through his suit.  The exterior door
               shuts and seals.  The station loses all power.  DARKNESS.

               EXT. SPACE STATION - DAY

               As quickly as it came, the cloud passes on and whirls away,
               leaving the space station intact.  Power quietly flickers on. 

               Silence.  Time resumes.  All four pick up exactly where they
               left off, unaware of anything that just happened to them.

               INT. SPACE STATION COMMAND CENTER - DAY

               Victor emerges from the rubble.  He stands, checks his body. 
               A few scrapes, nothing serious.  A thin, throbbing CUT on his
               head.  He touches the wound, but it is not bleeding.

               INT. SPACE STATION AIR LOCK - DAY

               Reed and Johnny scramble to open the interior air lock door. 
               Sue joins them, as they pull Ben in.  They try to remove his
               helmet.  We don't see his face, but he's clearly unconscious.

                                   REED
                         He's not responsive --

                                   JOHNNY
                         Ben!  Ben!

               INT. VON DOOM COMPOUND HOSPITAL ROOM - DAY

               A BLACK SCREEN:

                                   JOHNNY'S VOICE
                         Ben, wake up!  Wake up!

               SUBJECTIVE CAMERA, BEN'S POV: The blurry image of Johnny
               comes slowly into focus, standing beside a hospital bed.

                                   BEN (O.S.)
                         Where...where am I?

                                   JOHNNY
                         Back on Earth.  Victor's medical
                         facility... We're in quarantine.

                                   BEN (O.S.)
                         Reed? ... Sue?

                                   JOHNNY
                         They're fine.  Everybody else...is
                         fine.

               Johnny looks away, as if he can't bear to lay eyes on him.

                                   BEN (O.S.)
                         What's wrong with me?

                                   JOHNNY
                         I swear to you they've done everything
                         humanly possible.  The best plastic
                         surgeons in the world, Ben.  You had
                         the best --

                                   BEN (O.S.)
                         Give me a mirror...

               Johnny picks up a hand mirror on the bed table before Ben can
               reach it, reluctant to give it to him.

                                   JOHNNY
                         They said that's not such a good idea,
                         the shock alone could --

                                   BEN (O.S.)
                         Give me the god damn mirror!

               Ben grabs it from him.  Then slowly raises it to look and see
               that...except for some serious stubble, Ben's totally normal.

                                   JOHNNY
                         Unfortunately, the doctors just
                         couldn't do anything to fix your face!

               He cackles as he heads for the door.  Ben heaves the mirror
               at him, breaking it into hundreds of pieces.  He turns to the
               side-table, and grabs that picture of DEBBIE.  It calms him.

               EXT. VON DOOM COMPOUND - ESTABLISHING - DAY

               A modern facility of glass and stone, nestled in the forest. 
               In stark contrast to the lush greenery surrounding it.

               INT. VON DOOM COMPOUND HOSPITAL CORRIDOR/SUE'S ROOM - DAY

               Reed walks down the hall.  His hair is GRAYING at the
               temples.  He passes Johnny, who is smiling, still enjoying
               his joke on Ben.  Johnny slows, looking at Reed's hair.

                                   JOHNNY
                         Nice 'do.  Going for the "grandpa"
                         look?

               Reed passes a mirror, slowing, seeing his gray hairs.  He
               keeps going.  He passes a partially open door.  He stops when
               he catches a glimpse of Sue asleep in bed.  He sees a vase of
               flowers.  He grabs a couple lilies, and enters.

               But Reed sees...the room is already FILLED with expensive
               flowers.  All from VICTOR.  Reed is trumped once again.

               A DOCTOR writes on Sue's chart.  A wall TV plays a press
               conference with Victor, outside the FACILITY.  He looks worse
               for wear.  A few hairs out of place, and a small BANDAGE on
               his face.  We PUSH INTO the press conference --

                                   REPORTER #1
                         You've been accused in the past of
                         moving science a little too fast --

                                   VICTOR
                         Accused by who?  My competitors?

                                   REPORTER #2
                         But surely this accident gives you
                         pause --

                                   VICTOR
                         Danger is always part of discovery. 
                         What would have happened if Ben
                         Franklin never went out in a storm?
                         Without risk, there's no reward.

                                   REPORTER #3
                         So where's the reward?  You promised a
                         cure-all.

               Victor pauses.  For the first time.  Just a flicker.

                                   VICTOR
                         And you'll have it.  I've never come
                         up short.  And I'm not going to start
                         now.

                                   REPORTER #2
                         So you're still taking VDI public --

                                   VICTOR
                         Yes, of course.  I've never been more
                         confident in the compan--

               Reed mutes the television.

                                   REED
                         How's she doing?

                                   DOCTOR
                         Stable.  Vitals are strong.

               Reed takes the clipboard, looks for himself.

                                   REED
                         Blood panels show no irradiation. 
                         Good.  You'll step up this protocol,
                         every --

                                   DOCTOR
                         Four hours.  We know what we're
                         doing... One more day of observation,
                         then you're all cleared. 

               The Doctor takes his clipboard, and walks out.  Reed steps to
               Sue, with the drooping flowers in his hand.  Quiet:

                                   REED
                         Sue...I want to tell you...I'm...

               WHOOSH.  A NURSE rolls in with a tray bearing ten more
               extravagant bouquets.  Reed looks resigned.  He walks out.

                                   REED (CONT'D)
                         She's allergic to orchids.  Put that
                         Amaryllis Apapathos by her bed.  The
                         African lilies?  They're her
                         favorites.

               Reed exits, dropping his two wilted lilies into the trash. 

               Sue opens one eye, as the big lilies land by the bed.

               INT. VON DOOM COMPOUND HOSPITAL ROOM - DAY

               A SEXY NURSE wheels a testing station into Johnny's room. 
               He's stripped down to Calvins, changing into a ski outfit.

                                   SEXY NURSE
                         And where do we think we're going?

                                   JOHNNY
                         I don't know if "we've" noticed, but
                         the sickest runs this side of the Alps
                         are right outside that window --

                                   NURSE
                         I've noticed... But doctor's orders,
                         you're not allowed to leave until we --

                                   JOHNNY
                         Finish the tests, I know -- could you
                         give me a hand with this zipper?

                                   NURSE
                         You know this is not a ski resort.

                                   JOHNNY
                         Not yet.

               Johnny opens the cardboard box, revealing a colorful
               fiberglass object the size of a briefcase.  In the blink of
               an eye, he unfolds it into a LONG SNOWBOARD.

                                   JOHNNY (CONT'D)
                         Luckily grandma still sends care
                         packages.

               The nurse pops a thermometer in his mouth to shut him up.

                                   NURSE
                         You are trouble.

                                   JOHNNY
                             (thermometer in his mouth)
                         Brubbles my Triddle Name.

               They both pay more attention to his zipper than the digital
               read-out: it runs right up past 98.6, then accelerates fast.

                                   SEXY NURSE
                         You're hot!

                                   JOHNNY
                         So are you!

                                   SEXY NURSE
                         I mean, you feel a little feverish.

                                   JOHNNY
                         I've never felt better in my life. 
                         When do you get off work?

                                   SEXY NURSE
                         My shift ends at four, but I couldn't --

                                   JOHNNY
                         Meet me at 4:01, top of the run. 
                         That'll give you a minute to freshen
                         up.

               He hands her the thermometer, a quick kiss and he's out the
               door.  The machine beeps: Johnny's temperature is 209
               DEGREES.

               EXT. VON DOOM COMPOUND HOSPITAL PATIO - DAY

               Ben finds Reed on a patio with a panoramic view.  Reed works
               at a laptop computer.

                                   BEN
                         How long was I out?

                                   REED
                         Three days.  I was worried about you. 
                         How are you feeling?

                                   BEN
                         Solid.

               Ben can see Reed doesn't look too solid.

                                   BEN (CONT'D)
                         How you doing?

               Reed shakes his head, looking back at his screen.

                                   REED
                         I don't know.  I just keep going over
                         and over the numbers.

                                   BEN
                         Reed.  Even you can't compute every
                         little thing.

                                   REED
                         I should have done more, run more
                         tests --

               Ben gets closer, pushing down Reed's computer screen.

                                   BEN
                         It was a freak of nature.  Last I
                         checked, you don't have a crystal
                         ball.  Let it go.

               Reed considers.  But he can't let it go.  He opens his
               computer back up, returning to work.  Ben shakes his head,
               looks out at the view.  His eyes catch on something, wheels
               turning.

                                   BEN (CONT'D)
                         You go through something like this,
                         makes you appreciate having the right
                         woman in your life.

                                   REED
                         Yeah, you and Debbie and perfect --

                                   BEN
                         Reed, I'm not talking about Debbie.

               Reed follows Ben's eyes to a lower level patio: SUE.

                                   REED
                         What?  Come on.  She's got a good
                         thing with Victor --

                                   BEN
                         I'm sorry, did that cosmic-bath loosen
                         your screws?

                                   REED
                         He's smart, powerful, successful --

                                   BEN
                         Well maybe you should date him.

               Reed looks at Ben, resigned.

                                   REED
                         Ben.  He'll give her the life she
                         deserves.  She ended up with the right
                         guy.  Things worked out for the best.

               Reed steps away.  Ben stands alone, an idea sparking.

                                   BEN
                         Do I have to do everything myself?

               INT. HELICOPTER/EXT. MOUNTAIN SUMMIT - DAY

               The chopper hovers over this pristine peak.  JOHNNY and his
               NURSE sit in the chopper-bay, prepping their ski gear. 
               Johnny's customized snowboard has wild, acrylic patterns.

               His Nurse wears a hot pink cat-suit, her skis dangling out. 
               Their bodies are close: a sexy, competitive flirtation.  They
               look down at a death-defying black diamond run.

                                   JOHNNY
                         Me like-y.

                                   SEXY NURSE
                         Stay right.  Left is trouble.

                                   JOHNNY
                         I though we went over this.

                                   SEXY NURSE
                         Last one down springs for room
                         service.

               She pulls down her goggles, jumps out.  Johnny drops out
               after her, hitting the snow.  He smolders: literally.  The
               snow bank behind him sizzles and starts to melt.

               He takes off after her and the chase is on:

               EXT. BLACK DIAMOND RUN - DAY

               The Nurse knows every inch of the trail, slicing expertly in
               and out of the trees through deep powder.  Johnny's a speed
               freak, maximizing velocity, closing the gap between them. 

               Ghostly FLAMES shoot off his hair: his ski cap catches fire,
               flies off.  Jets of fire knife through the back of his jacket.

               The Nurse looks back: In a burst of speed, Johnny draws even. 
               She looks over and sees the flames shooting out behind him...

                                   SEXY NURSE
                         You're on fire!

                                   JOHNNY
                         Not this again --

                                   SEXY NURSE
                         No: You're ON FIRE!

               Johnny sees his gloves are burning, flicks them off in alarm. 
               His body SHUDDERS: the back of his ski suit catches on fire. 
               A burst of flame launches him down the slope like a rocket.

               Nurse loses concentration, falls.  Johnny races away like a
               missile, screaming in exhilaration.  He looks back -- no
               nurse.

               He tries to put out his flaming clothes, and accidentally
               VEERS to the LEFT.  He fails to notice the giant CHASM in
               front of him.  He faces forward and...

               SCREEAAMMS!  LAUNCHING off the cliff, LEGS FLAILING, trying
               to catch ground.  FLAMES begin to TRAIL his body as he FALLS
               towards the rocks below.  He tries to will his body away. 

               Instead, his body becomes engulfed in flame.  He is a HUMAN
               TORCH!  And for a moment he HOLDS THE AIR -- the fire giving
               him some kind of...LIFT.  He maneuvers just over the rocks,
               almost making a 90 degree turn.

               He looks back at the rocks in disbelief.  But the lift
               doesn't last long. He quickly CRASHES, landing HARD into a
               snowbank.

               He opens his eyes; tries to move but can't.  He's trapped
               under snow and ice.  With all his strength, he tries to move,
               NO DICE.  Panic sets in. His eyes go wide as the snow around
               quickly begins to melt.  Johnny is on fire, and within
               seconds he's sitting in a small POND, steam rising from the
               water.

               The nurse races toward the steam.  Scared, panicked.  She
               finds Johnny...smiling, sitting naked in an impromptu hot
               tub, staring at his hands.  His body.  Exhilarated.

                                   JOHNNY
                         Care to join me?

               She smiles and unzips.  The FLAMES DISSOLVE TO...CANDLES IN --

               EXT. VON DOOM COMPOUND - VICTOR'S OFFICE - DAY

               On an expansive parapet with a billion-dollar view, Victor
               prepares a romantic dinner-setting as his staff scurry about. 
               He checks every fork and knife, with a slightly manic energy.

                                   VICTOR
                         How's the IPO?

                                   LEONARD
                         Stable.  We're looking at low
                         twenties.  It's a good number,
                         considering the fallout from --

                                   VICTOR
                         Reed's disaster.  You know, I half-
                         think he did this to me on purpose.

                                   LEONARD
                         Sir, I'm sure he wouldn't put himself --

               But Victor is on to the next thought, always strategizing.

                                   VICTOR
                         Get me on the AM shows, Larry King,
                         cover of the Journal...
                             (staring into silver tray)
                         I've got to do something about this
                         scar.  Make sure they only shoot my
                         right side.

                                   LEONARD
                         Actually, uh, people seem to think the
                         scar "humanizes" you.

                                   VICTOR
                         And that's a good thing?

               Victor looks at the scar, enraged by this defect.  It
               glistens in the silver tray.  His eyes are bloodshot,
               sleepless.

                                   LEONARD
                         You know, maybe you should get some
                         rest --

                                   VICTOR
                         Later.  First, I've got some
                         unfinished business.  A deal that
                         needs closing...

               Leonard looks at the table, the lavish spread.  A beat.

                                   LEONARD
                         Sir, I've always wondered... Why Sue? 
                         You could have any woman in the world
                         but --

                                   VICTOR
                         That's why.  Because I could have
                         any other woman... You know, when
                         they asked Caesar "why England," he
                         said, "because it's not mine."

               INT. VON DOOM COMPOUND DINING HALL - LATE AFTERNOON

               Two dozen EMPLOYEES sit and eat.  Others serve themselves at
               the buffet.  Ben and Sue walking into the dining hall --

                                   SUE
                         I can only stay for one drink, Ben. 
                         I've got to meet with Victor.

                                   BEN
                         Wouldn't want to keep Vic waiting.

               They turn a corner and find Reed, entering by another door.

                                   BEN (CONT'D)
                         Hey Reed, what are you doing here?
                             (before he can answer)
                         Great, why don't you join us?

               He quickly shepherds the two of them toward a quiet table. 
               Ben's stomach GROWLS; so loud that they all can hear it.

                                   BEN (CONT'D)
                         God, I'm starving.  Gonna hit the
                         buffet.

               Ben's stomach growls again, even louder this time.

               INT. VON DOOM COMPOUND DINING HALL - EVENING

               The sun is long gone, and so are most of the diners.  The
               room is darker, more romantic.  Ben finishes the last shrimp
               on his plate, pushes it away, belches prodigiously.

                                   BEN
                         Pardon me...

               Sue and Reed stare at him.  Ben's stomach growls again.

                                   REED
                         Are you alright?

                                   BEN
                         I think I need to lie down.  Bad
                         shrimp.

               This was Ben's plan, but he really isn't feeling well,
               unsteady when he walks away.  He looks down at his stomach.

                                   BEN (CONT'D)
                         Really bad shrimp.

               ANGLE: Fireplace.  Sue looks gorgeous in the light.  A beat. 
               A long beat.  Reed doesn't know where to start with this
               woman.

                                   REED
                         Feeling better?

                                   SUE
                         Yes, thanks.

                                   REED
                         That's good.  That's uh...good.

                                   SUE
                         You always had a way with words.
                             (an awkward beat)
                         I should be getting back.

               Sue gets up to leave.  Exasperated, Reed tries to think of
               something, anything, to say.

                                   REED
                         I'm really happy for you and Victor.

               She slows down, looking at him.  She was hoping for more.

                                   SUE
                         You're happy for me and Victor.

                                   REED
                         I can tell you guys are enjoying what
                         was the best part of our relationship --

                                   SUE
                         Which was?

                                   REED
                         Passion.

               We see surprise on Sue's face, and...

                                   REED (CONT'D)
                         For science.

                                   SUE
                             (frustrated)
                         You are such a dork, Reed... You never
                         got it and never will unless it's
                         explained to you in quantum physics.

               As if triggered by her emotion, the fireplace light around
               her BENDS.  The flames flicker in a ghostly breeze.

                                   REED
                         What?  What did I say?

               She looks more disappointed than angry.

                                   SUE
                         It's never what you say.  It's what
                         you don't say. What you don't do...

               She lets that hang.  A lot of history here.  Quiet, hurt --
               she wants Reed to fight for her, to show some emotion.

                                   REED
                         I...I...I just wanted to --

               As Sue's emotions swirl, she slowly...disappears.

                                   SUE
                         It's been two years, and all you can
                         say is you're happy for me and some
                         other guy...
                             (standing up, hurt)
                         You know, Victor may be a lot of
                         things, but at least he's not afraid
                         to fight for what he wants...
                             (Reed looks down)
                         And it's nice to be wanted sometimes. 
                         To be heard...seen... Reed, look at
                         me.

               He looks up...but all that's left of her is the blush on her
               cheek and her bewitching eyes.  He drops his fork, shocked.

                                   REED
                         Uh, Sue...?  I can't.

                                   SUE
                         What?  What do you mean you --

                                   REED
                         Sue...look at your hands.

               She raises her hands, but we don't see them.  We only see a
               medical waistband...floating.  Her watch...floating.  Her
               clothes appear to be suspended in mid-air.

               Sue is invisible.  She shrieks and gets up -- knocking a
               GLASS off the table...

               SLOW MOTION: The glass flies off the table, tumbling... Reed
               instinctively reaches for the bottle: his arm stretches two
               feet out of his sleeve -- grabs it just before it hits -- 

               Then snaps back into place.  Reed stares at his arm in
               disbelief.  Sue's eyes widen as well.  The rest of Sue
               reappears.  They look at each other: mutual alarm.

                                   JOHNNY (O.S.)
                         You guys will not believe what just
                         happened!

               They look up to see JOHNNY in the doorway, NAKED except for
               the nurse's PINK PARKA wrapped around his midsection.

               INT. VON DOOM COMPOUND - VICTOR'S OFFICE - EARLY EVENING

               CLUNK.  The candles burn low on the table.  Victor strides
               out, heading for the door.  He runs his hand through his hair
               to comb some strays.  A CLUMP comes off in his fingers.  He
               PAUSES.  He steps to a mirror, stares at his hair.  His SCAR. 

               It is longer than the bandage now (as if it SPREAD).  Victor
               peels back the bandage, and sees the scar is bluish-gray. 
               Deep, unhealthy, maybe infected...

               INT. VON DOOM COMPOUND - HALLWAY - EARLY EVENING

               DOUBLE DOORS burst open.  Reed, Sue, and Johnny urgently
               walk.

                                   SUE
                         It has to be the cloud.  It's
                         fundamentally altered our DNA.

                                   REED
                         Let's not jump to conclusions, we need
                         a massive amount of evidence before
                         making that leap.

               Reed glances over his shoulder.  He stares.  Sue follows his
               gaze to see: Johnny's FINGERTIPS are on fire.  He SNAPS his
               fingers.  They GO OUT.  He's totally unharmed.

                                   JOHNNY
                         Now what is up with that?

                                   REED
                             (deadpan)
                         The cloud has fundamentally altered
                         our DNA.

                                   JOHNNY
                         Cool.  What'd it do to you guys?

                                   SUE
                         Apparently I can disappear.

                                   JOHNNY
                         Please tell me you go silent too. 

               Only one thing on Reed's mind --

                                   REED
                         We have to find Ben.

               EXT. VON DOOM COMPOUND - OUTSIDE BEN'S ROOM - EARLY EVENING

               Johnny snaps his fingers -- which generate small explosive
               bursts of flame.  He turns it on and off, like the "CLAPPER."

                                   JOHNNY
                         Flame on, flame off.  Flame on, flame
                         off --

                                   SUE
                         Johnny.

               He does it again.  Flame on, flame off.

                                   SUE (CONT'D)
                         Stop it.

                                   JOHNNY
                         Okay, "mom."

               Reed's about to knock on Ben's door when he hears the
               banging, moaning and pleading inside.  Johnny smiles.

                                   JOHNNY (CONT'D)
                         Oh, you dawg you.  Better not be my
                         nurse!

               INT. VON DOOM COMPOUND - BEN'S ROOM - EARLY EVENING

                                   REED (O.S.)
                         Ben, are you there?

               A creepy rippling movement begins beneath the sheet and
               gradually intensifies, reflected in the fabric's surface: the
               contours of Ben's body are changing, inflating, growing rough
               and craggy.  SOUND of grinding heavy rocks.

                                   SUE (O.S.)
                         Open up Ben, we need to talk.

               It all stops.  A beat, then all four legs of the bed give way
               and it crashes to the floor.  Under the covers, he groans in
               pain, and his voice is DEEPER, GRAVELY, but definitely CLEAR:

                                   BEN
                         LEAVE ME ALONE!!!

               INT. VON DOOM COMPOUND - OUTSIDE BEN'S ROOM - EARLY EVENING

               Reed decides they can't wait any longer.  He kneels to the
               floor.  He concentrates, not sure if it will work...
               Suddenly, his arm STRETCHES, THIN ENOUGH TO CREEP UNDER THE
               DOORJAMB.

               INT. VON DOOM COMPOUND - BEN'S ROOM - EARLY EVENING

               Reed's arm wriggles under the door.  It bends upward, swiping
               clumsily, until it finally grabs the knob.  Rubbery fingers
               find the latch and unlock the door.

               INT. VON DOOM COMPOUND - OUTSIDE BEN'S ROOM - EARLY EVENING

               Reed focuses, and pulls.  His arm snakes out from under the
               door and snaps back into place.  His flesh and bones
               reforming before their eyes.  Johnny stares at Reed.

                                   JOHNNY
                         Ewwwwwwww.  That is disgusting.

               They hear a tremendous SMASH from inside the room.

               INT. VON DOOM COMPOUND - BEN'S ROOM - EARLY EVENING

               They open the door.  The room is trashed.  Every stick of
               furniture smashed to splinters.

                                   REED
                         ...Ben?

               Their eyes adjust; there's a huge hole where the window used
               to be.  They rush to it.  Looking out they see SOMETHING
               LARGE in the distance, running away.

                                   JOHNNY
                         What is that thing?

                                   SUE
                         I think that thing is Ben.

               Reed looks out, emotions roiling.  Is that his best
               friend...?  Suddenly, Victor comes around the corner (bandage
               bigger).

                                   VICTOR
                         What's going on?

                                   SUE
                         Victor, are you feeling alright?

               He considers, but never shows weakness.  He nods.

                                   VICTOR
                         Just a little banged up.  A couple
                         scrapes.  Why?

                                   REED
                         Ben did this.

                                   VICTOR
                         Ben did this?

                                   REED
                         He's had some kind of...reaction to
                         exposure from the cloud.  And he's not
                         the only one.

                                   SUE
                         We need to find him.

               Victor redirects his attention to Sue.

                                   SUE (CONT'D)
                         Victor, I'm sorry I --

                                   VICTOR
                             (cold)
                         Just find him.

               Victor strides off, leaving the others.

                                   JOHNNY
                         Anybody know where the big guy's
                         going?

               We PUSH IN on a picture of Debbie lying on the floor, Reed
               knows exactly where Ben is going.

                                   REED
                         He's going home.

               EXT. TRAIN YARD - NIGHT

               A view from Brooklyn: Manhattan glistens in the distance. 
               CAMERA MOVES down to A TRAIN YARD, where we find empty cargo
               trains.  We PUSH IN on the main track, where...

               A CARGO TRAIN has just stopped.  We hear a cargo DOOR slide
               open, then WHUMP!  Big FEET hit the ground.  Someone, or
               someTHING barrels into the night.

               EXT. BIG & TALL SHOP - NIGHT

               A locked storefront on Flatbush Ave.  SOUND of breaking
               glass.

               INT. BIG & TALL SHOP - NIGHT

               SERIES OF SHOTS: Ben tries on clothes, shoes.  Jackets rip,
               shoes split.  He needs an extra extra extra large.

               EXT. PAY PHONE - NIGHT

               A HUGE FIGURE is huddled in shadow.  It's Ben.

               CLOSE ON: The dial pad.  Big fingers try to push keys but
               they're too large.  Ben tries for a few seconds, getting more
               and more frustrated.  He manages to press "0" with his pinky.

                                   BEN
                         Hello, Operator?

               Ben looks up the street, into the 2nd story window of a
               modest, working-class home.  His eyes go soft when he sees
               Debbie grab the phone.

                                   BEN (CONT'D)
                         Deb... It's me.  I need you to step
                         out front.

                                   DEBBIE
                         Out front?  You home, baby?  I got
                         a surprise for you.

               He blinks hard.  Sad, dark.

                                   BEN
                         I got a surprise for you too.

               EXT. BROOKLYN HOUSE - NIGHT

               Debbie steps out.  There is "WELCOME HOME" sign over the
               door.  She looks out.  The wind blows softly.  Something
               shifts in the darkness.  Debbie pulls her robe tighter.

                                   DEBBIE
                         Ben?

                                   BEN (O.S.)
                         Don't come any closer for a sec.  This
                         is gonna be kind of a shock... You
                         remember when we said "together
                         forever no matter what"?

                                   DEBBIE
                         Baby, you're scaring me.

               A hanging beat.  And Ben...steps into the light, where we SEE
               HIM FOR THE FIRST TIME: he's HUGE, easily twice the size he
               once was, and AN ORANGY ROCKY SURFACE COVERS HIS ENTIRE BODY.

               Debbie sees him.  Fear washes over her, not sure what to
               think.  He reaches out, a little tentative.  She flinches
               back.

                                   DEBBIE
                         Oh my G-g-g.  What did you...do to
                         Ben?

                                   BEN
                         Deb, it's me.  It's still me.

               He reaches out.  She recoils.  It's too much for her.  Tears
               swell in her eyes.  Covering her mouth, she backs away.

               He takes a step closer.  She backs away faster, tripping over
               her robe, falling into the street.  A car screeches to a
               halt.  Ben instinctively steps out to help, but she scurries
               back.

                                   DEBBIE
                         Don't...don't...DON'T TOUCH ME!

               Her shout wakes NEIGHBORS.  Lights flicker on.  Ben knows he
               has to go.  He looks at Debbie, sensing this is the last time
               he'll see her.  She trembles, terrified.  His eyes go moist.

                                   BEN
                         I love you, Deb.

               With that, he turns away.  The "WELCOME HOME" sign flutters,
               falls to the ground.  A tragic tableau.  As more lights go on
               around him, Ben picks up his pace, speeding into the dawn.

               INT. VICTOR'S COMPOUND OFFICE - DAY

               Victor packs a monogrammed Armani briefcase: "VDM" emblazoned
               on a gold plate.  Leonard waits not-so-patiently.

                                   VICTOR
                         Make sure you find Ben, bring him back
                         here.  And keep it quiet.  I don't
                         need this to hit the press.

                                   LEONARD
                         Yes sir.  You've got the Mayor at
                         eight, then a nine-thirty interview
                         with the Journal --

                                   VICTOR
                         Front page?

                                   LEONARD
                         Top left, like you asked.
                             (a smile)
                         Today Wall Street.  Tomorrow, who
                         knows...maybe Washington.

               Victor turns to Leonard, disappointed with him.

                                   VICTOR
                         Leonard.  Think bigger.

               EXT. BROOKLYN BRIDGE - DAY

               We swoop toward this epic monument.  On a steel girder above
               the road, we see...a STATUE.  BEN.  He sits on the edge of
               the beams, staring down at the river below, brooding,
               muttering.

                                   BEN
                         A few days in space, it'll be great,
                         what's the worst that could happen?

               A PIGEON flutters past him, and drops a white gooey gift on
               his shoulder.  Ben just glares up at the heavens.

                                   BEN (CONT'D)
                         Perfect.  Thanks.

               He hears the sound of someone SOBBING.  He turns to see...a
               distraught BUSINESSMAN with a briefcase.  The man drops his
               case, which PLUMMETS hundreds-of-feet into the RIVER.

               The Businessman looks out, ready to jump.  He doesn't see Ben
               (or doesn't realize Ben is not a statue).

                                   BEN (CONT'D)
                         You think you got trouble?  Take a
                         good look, pal, how bad could it be?

               The Businessman looks at Ben, terrified.  Ben steps forward.

                                   BEN (CONT'D)
                         Okay, easy there, buddy.

               Backpedaling, the man SLIPS, FALLING toward the ROADWAY!  His
               arms flail, grabbing a narrow beam -- his fingers hold tight
               while his legs thrash over speeding traffic.  Cars and trucks
               SKIM right underfoot.  Ben shakes his head.

                                   BEN (CONT'D)
                         You had to choose my spot, didn't you?

               Ben steps out to help, but...his WEIGHT BENDS the beam!  The
               Businessman LOSES HIS GRIP!  He FALLS TO THE ROAD, landing
               hard on the highway!  A few PEDESTRIANS see Ben.  They point. 

               Ben looks up, deer in headlights.  He sees a massive TRUCK
               bearing down on the Businessman.

                                   BEN (CONT'D)
                         This is really not my day.

               Ben DROPS to the street.  WHOOMPF!  He lands in front of the
               Businessman, SWEEPS him out of the way with one arm, and
               turns to the oncoming 18 WHEELER CAB.

               The DRIVER slams his brakes, eyes wide.  The truck SWERVES,
               but cannot stop!  Time slows to syrup, as Ben looks a little
               scared.  He shuts his eyes, and...

               SHOULDER-BLOCKS the INCOMING TRUCK!  A football move.  The
               truck BUCKLES, POPPING a WHEELIE, CRUMPLING all the way to
               the windshield!  It looks like a metal car-compactor.

               The truck SWERVES hard, its tail SMASHING into steel girders. 
               CARS SCREECH, SWERVE, SLAMMING INTO EACH OTHER, CAUSING A
               FOUR-LANE TRAFFIC ACCIDENT!  Windows shatter, fires flicker. 
               One of the cars in an NYPD CRUISER.  COPS clamber out.

               EXT. CAB ON HIGHWAY - DAY

               Reed, Johnny, and Sue sit in the back.  They see the action
               on the bridge.  Reed and Sue lock eyes, sensing the worst.

               EXT. BROOKLYN BRIDGE - DAY

               Ben stands in the middle of the chaos, staring at the
               destruction.  He sees the tow-truck DRIVER bleeding, trapped
               in his cab.  Ben moves to this burning hunk of steel.

               He SWIPES through the shattered window, and PUNCHES the
               airbag, POPPING it like a kid's balloon.  He tries to grab
               the seat-belt, but his fingers are TOO BIG.  He struggles.

                                   BEN
                         A little help here?!  You wanna hit
                         that button, sir?

               The driver is too woozy.  Ben can't get to the button. 
               Frustrated, he simply TEARS OFF THE DOOR, and RIPS THE
               DRIVER'S SEAT right out of the cab!  COPS round the corner. 
               They see Ben holding onto the Driver.  They raise their guns.

                                   COP
                         FREEZE!  PUT THE MAN AND THE SEAT
                         DOWN!

               Ben looks at the cops.  PEDESTRIANS stare, point.  He
               realizes how this must look -- a monster holding a bloody man
               in hand.

               EXT. BROOKLYN BRIDGE - APPROACH - DAY

               At the back of the traffic jam, cars SCREECH to stops.  The
               whole bridge is FULL of bumper-to-bumper traffic.  We PUSH
               TOWARD one car: three doors pop open, and out come...

               REED, JOHNNY, SUE.  They look through smoke and mayhem to
               see...their first full look at Ben.  Reed stands gutpunched.

                                   JOHNNY
                         Not even Ben deserves that.

               EXT. BROOKLYN BRIDGE - DAY

               Ben puts the seat down, with the Driver on it.  He lunges
               behind a truck.  The cops try to follow, but FLAMES push them
               back.  Ben lurches away, head down, self-conscious.

               He tries to hide from ONLOOKERS around him and PEDESTRIANS on
               walkways overhead.  He wants to escape, but hears SCREAMING
               MOTORISTS.  He grits his teeth, and moves to help them.

               EXT. BROOKLYN BRIDGE - GRIDLOCK - DAY

               Reed, Sue, and Johnny race toward the flames.  All other
               people head in the OPPOSITE DIRECTION.  BRIDGE POLICE herd
               the crowd away from the accident.

                                   BRIDGE COP
                         Back!  We're evac-ing the bridge. 

               Reed, Sue, and Johnny slow down, swap glances.

                                   SUE
                         What now?  Reed...?  What do we do?

               MOVE IN ON REED.  A first test of leadership.  But he is not
               a leader.  Not yet.  Sue gets closer to him.

                                   SUE (CONT'D)
                         Ben's out there.  Let's go get him.

                                   BRIDGE COP
                         Maybe you didn't hear me.  Those cars
                         are gonna blow sky high, any second.

                                   REED
                         Look, we've got a friend out there in
                         trouble.  We need to get to him before --

                                   BRIDGE COP #2
                         Nobody gets past this point.

               A hard beat.  Reed signals Sue with a look, a nod.

                                   SUE
                         What?

                                   REED
                             (mutters)
                         We need to get past them.

               He motions to her body.  She understands.  She concentrates,
               and starts to turn invisible.

                                   BRIDGE COP #1
                         What the hell is this?  A magic show?

               But her clothes don't go invisible.  Beat.  Reed mutters:

                                   REED
                         Sue.  Your clothes.  Lose them.

                                   SUE
                         What...?
                             (realizes)
                         Oh.

               She unbuttons her blouse.  Not thrilled with the idea.  She
               wriggles out of her pants.  Down to her skivvies.  She
               reaches back to undo her bra...momentarily loses
               concentration and becomes visible.  The sight of Sue in her
               undies grabs the COPS' attention.  Everyone watches, stunned. 

               The realization that she's visible hits her like a ton of
               bricks.  Cops are transfixed.  So is Reed.

                                   JOHNNY
                         This is wrong in so many ways.

                                   REED
                         You've been working out.

                                   SUE
                         Shut up.

               Sue takes a deep breath.  Closes her eyes.  Focuses.  Nothing
               happens.  She's embarrassed and furious.

                                   SUE (CONT'D)
                         Any more ideas, Reed?  Maybe you
                         should strip down next, see how it
                         feels to have fifty people staring --

               ...and she DISAPPEARS.  Entirely.  Undies float.  Jaws drop.

                                   REED
                         Uh, Sue?

               She stops ranting.  Realizes she's gone invisible.

                                   SUE (INVISIBLE)
                         Oh.  Well then...

               The undies drop.  The cops stare open-mouthed.  They turn to
               look at Reed, astonished.  He sheepishly shrugs his
               shoulders.

                                   JOHNNY
                         I'm gonna need serious therapy.

               A beat.  She walks away.  The cops watch her, gaping.  By the
               time they turn back around, Reed and Johnny are gone,
               disappearing into the clouds of smoke.

               EXT. BROOKLYN BRIDGE - DAY

               A news CHOPPER flies around the bridge, fighting for the best
               angle on the action.

               EXT. BROOKLYN BRIDGE - ACCIDENT - DAY

               Reed races through wreckage.  He tries to see over a big
               TRUCK, and his neck STREEETCHES!

               He finally sees...BEN.  Reed wraps around a car, and...BOO! 
               His face snakes right in front of Ben.  Ben jumps.

                                   BEN
                         What the --!

                                   REED
                         Ben.  Are you okay?

                                   BEN
                         Am I okay?!  You wanna explain that?! 

               He motions to Reed's neck.  Then to his own body:

                                   BEN (CONT'D)
                         Or this?!  What the hell am I? 'Cause
                         I sure ain't Ben anymore.

               Reed opens his mouth, but he has no answer.  Not yet.

                                   SUE (O.S.)
                         REED!  BEN!  LOOK OUT!

               Ben spins, looking for Sue.  He can't see her.  But he does
               see...A CAR INCHES AWAY, WITH GAS TANK FLAMING!

               BOOOOM!  The first car BLOWS!  BOOOM!BOOOOM!BOOOOOM!  Empty
               cars BLOW in a chain-reaction.  The flames are mushrooming! 

               Reed SWIPES his ARMS OUT, holding people back.  His arms
               FLATTEN to form a barricade -- FACES INDENT his skin.

               FLAMES lash out.  A pack of attractive YOUNG WOMEN scream. 
               Johnny LEAPS toward them.  His feet LEAVE THE GROUND, giving
               him extra lift.  He SPINS, lands, and embraces the women,
               SHIELDING them from flames which burn up his back.  He looks
               the ladies up and down, and gives a cheesy smile.

               Sue SCREAMS.  She puts her hands up (a normal reflex).  The
               air seems to RIPPLE around her hands, like FORCE-FIELDS.

               She looks at them, surprised, confused.  Her invisible fields
               SPIRAL OUT, partially CONTAINING the blast.  But the flames
               hurtle closer.  She fights the pressure.  Blood trickles from
               her nose.  Just as the white hot blast is about to hit her... 

               Sue is dressed again.  Visible.  She SCREAMS, and PUSHES THE
               FORCE DOWN INTO THE ROAD!  She collapses, as the blast
               deflects off the street and into...

               An oncoming FIRETRUCK!  BOOOOM!  The firetruck is KNOCKED OFF
               THE GROUND, SLEWING SIDEWAYS.  Brakes scream.  Its tail
               slashes out, PUNCHING through the guard-rail.

               THE BACK OF THE TRUCK DANGLES OUT, HUNDREDS OF FEET ABOVE THE
               WATER!  FIREMEN hang off the back and sides.  The truck
               TEETERS, falling!  Ben wastes no time.  He GRABS onto the
               front of the truck, just as it goes off the side!

               He DIGS his heels into the ground, but his feet DRAG across
               the concrete, digging grooves into the street.

               ON THE DANGLING FIRETRUCK: FIREMEN climb out, clawing toward
               the bridge.  Their truck SWINGS.  Bits and pieces tumble down
               at them -- a hose, an axe, a helmet.  All deadly now.  The
               HANGING LADDER swoops down, with men RIDING ON IT!

               Ben SCREAMS!  STRAINING with all his might.  Ben SCREAMS! 
               His muscles ripple, and...he takes his first step...back. 
               Another scream.  Another step.  Another.  Another.  Epic,
               painful.

               He is pulling the truck back onto the bridge, inch by inch. 
               His footsteps THUD.  With monumental effort, he levels the
               truck.  Firemen scurry over hoses and ladders, some climbing
               over Ben.

               Reed tends to Sue who has fainted from her effort.  Ben steps
               back from the truck and slumps to the street exhausted.  Wary
               cops close in to cover him with weapons, but...

               The FIREMEN slowly begin to APPLAUD.  The crowd of onlookers
               joins in as well.  Sue, Reed, and Johnny seem surprised,
               touched by the reaction.  But Ben seems uncomfortable. 

               Firemen step forward to offer Reed a couple of their coats;
               he hands one to Johnny and uses the other to cover Sue.

               EXT. BROOKLYN BRIDGE - DAY

               Ben sees a familiar face in the masses: DEBBIE.  Ben steps
               toward her, but she stops him with a look.  She places
               something on the ground and runs off into the crowd.

               Ben sees something GLISTENING on the ground.  He stoops over
               to pick up...her ENGAGEMENT RING.  His big fingers can't grip
               it.  He tries in vain.  Hopeless, pathetic.  A beat.  And... 

               A hand grabs the ring.  It's Reed.  Quiet, close.

                                   REED
                         I swear to you, I will do everything
                         in my power until there is not a
                         breath left in me: you are going to be
                         Ben again.

               Off the wounded look in Ben's eyes, wanting to believe him...

               INT. VICTOR'S OFFICE - DAY

               Victor sits with remote in hand, staring at his plasma TV. 
               ON THE TV: he sees a crowd of firemen applauding the new
               Fantastic Four.  For the first time they strike a heroic
               pose.  Leonard enters, with a phone in his hand.

                                   LEONARD
                         Uh, sir...Larry King called, to
                         cancel.
                             (seeing the TV, a beat)
                         Apparently, there's a bigger story.

               Victor sees Reed put his arms around Sue as he covers her
               with the jacket. And the penny drops: he's FURIOUS.  As it
               hits him, he feels something odd.  He looks down at his
               hand...at glints of gleaming METAL poking through flesh.

               EXT./INT. EMERGENCY HOLDING AREA - DAY

               An impromptu command center -- a series of police tents,
               surrounded by EMERGENCY VEHICLES, NEWS VANS, FIRETRUCKS.

               INT. EMERGENCY HOLDING AREA - TENT - DAY

               Reed, Sue, Ben and Johnny sit together, getting changed. 
               They get ready to go, but the CHIEF FIREMAN enters, stopping
               them.

                                   CHIEF FIREMAN
                         There's some folks outside, want to
                         talk to you.

                                   REED
                         We're not going public with this. 
                         We're scientists, not celebrities.

                                   CHIEF FIREMAN
                         Too late, son.

               He turns on a little TV MONITOR in the corner.  NEWS FOOTAGE
               plays on all stations, with the tagline: FANTASTIC FOUR.

                                   CHIEF FIREMAN (CONT'D)
                         That's what they're calling you.  The
                         Fantastic Four.

                                   JOHNNY
                         Nice.

               Johnny heads for the exit.

                                   SUE
                         Johnny, slow down.  Let's think this
                         through, a second.

               Johnny pauses.  Rubs his chin once.  And...

                                   JOHNNY
                         Okay.  Done thinking.

               He runs out.  Sue, Ben, and Reed swap glances, knowing Johnny
               cannot be their spokesman.  They take off after him, out to --

               EXT. EMERGENCY HOLDING AREA - PRESS FIELD - DAY

               CLICKCLICKCLICK!  Fifty cameras flash.  The field is full of
               press.  Our heroes freeze, shocked by the crowd.

               Johnny eats up the attention.  Ben turns, self-conscious. 
               Reed notices.  The Chief Fireman turns to them.

                                   CHIEF FIREMAN
                         So which one of you's the leader?

               Johnny does not hesitate.

                                   JOHNNY
                         That'd be me.

                                   CHIEF FIREMAN
                         No seriously.

               A beat.  Sue and Ben turn to Reed.  The Chief hands him a
               mic.

                                   CHIEF FIREMAN (CONT'D)
                         You're on, son.  They all want a
                         statement.

               All eyes go on Reed.  He looks out, gulps hard.  A long beat.

                                   REED
                         Uh, during our recent mission to the
                         Von Doom space station, we were
                         exposed to as yet-unidentified
                         radioactive energy, most likely some
                         kind of nucleotide compoun--

               Nobody came for a science class.  A crush of questions
               overwhelms Reed:

                                   VARIOUS REPORTERS
                         What happened on the bridge?  Does it
                         hurt to stretch?  Were you really on
                         fire?  Is it true that one of you can
                         fly?

                                   JOHNNY
                         Working on it.  And it's a lot harder --

                                   SUE
                         We don't know much more than you do,
                         at this point.  Which is why we will
                         be going directly to the lab, where we
                         can diagnose our symptoms and --

                                   REPORTER #2
                         Symptoms?  So it's like a disease?

               Reed looks at Ben's face, feeling the guilt.  Ben is lost in
               thought, looking at Deb's ENGAGEMENT RING.  Johnny leaps in.

                                   JOHNNY
                         Symptoms?  Please.  If having powers
                         is a disease, then yeah we got it. 
                         And we are gonna blow your minds. 
                         There's a new day dawning.  The day of
                         the Fantastic Four.

                                   REPORTER #3
                         That thing doesn't look too fantastic.

               The Reporter nods toward Ben.  Ben's fists tighten, the sound
               of rocks crushing together.  Reed feels the pain.

                                   REED
                         Ben Grimm is a genuine American hero
                         who's been through a terrible orde--

                                   JOHNNY
                         What he's trying to say is: every team
                         needs a mascot...

               Reporters laugh.  Ben turns his head away.  Reed burns.

                                   REED
                         Look, we went up to space to find a
                         way to understand DNA, to cure
                         disease, save lives.  Well, now it's
                         our DNA, our disease, our lives on the
                         line...
                             (a beat)
                         Thank you.  No more questions.

               Reed, Sue, and Ben get up to go.  The press waits a beat,
               then surges.  Ben spins, holding up one finger.  A giant.

                                   BEN
                         Be nice.

               The press step back, intimidated.  Flashbulbs POP, and Ben's
               FACE FREEZES.  It goes BLACK-AND-WHITE on a NEW YORK POST in --

               EXT. BANK - DAY

               Establishing shot of a historic New York building.

               INT. BANK - CONFERENCE ROOM - CONTINUOUS

               BANKERS sit around a table.  LAPTOPS hum.  The lead banker is
               power-broker NED CECIL.  The men keep their eyes on Victor.

                                   NED CECIL
                         Well, Victor, the bank would like to
                         congratulate you.  On the fastest
                         freefall since the Depression.  We
                         can't even give your stock away.

                                   VICTOR
                         Ned, you know I can turn this around.

               Ned motions to the paper, the picture of BEN.

                                   NED CECIL
                         You promised a cure-all, and came back
                         with this.  Who the hell's going to
                         invest in a biotech company that turns
                         its workers into circus freaks?

               Victor's grip tightens around the table, and...the LAPTOPS
               FLICKER, losing feeds.

               Victor looks down at his hands -- a private beat (did I do
               that?)  He lets go of the table; screens go back to normal.

                                   VICTOR
                             (pointed)
                         I really appreciate all your support.

                                   NED CECIL
                         You've got a week, Victor.  One week
                         to turn this around.  Or we pull
                         out...
                             (a beat)
                         This meeting is over.

               Victor looks at him, blood boiling, and we CUT HARD TO --

               INT. BANK - HALLWAY - DAY

               Victor and Leonard stride out.  Victor is writhing.

                                   VICTOR
                         Goddamn book-keeper doesn't know
                         preferred stock from livestock.

               Leonard is thinking all business.

                                   LEONARD
                         Sir.  Reed's comments at that press
                         conference killed us.  How are we
                         going to turn this around?

               Victor considers.  His mind races, eyes narrow.

                                   VICTOR
                         Very simple.  I cure them.  If I can
                         cure these freaks, then I can cure
                         anyone.  What better way to restore my
                         reputation?

               Leonard nods, impressed.  Victor is a man in motion.  As they
               step into sunlight, we cut to...CLICKCLICKCLICK in --

               EXT. BAXTER BUILDING - DAY

               REPORTERS snap pictures.  A POLICE CONVOY drives up, stopping
               in front of a towering HIGH-RISE.  Sue, Reed, and Johnny and
               get out of a police-car. Ben steps out of a BIG PADDY-WAGON,
               which immediately bounces back up to the normal axle
               position.

               COPS hold back the surging press.  Ben keeps his head down,
               self-conscious.  He passes Johnny, smiling for the cameras.

                                   JOHNNY
                         Smile, Ben.  They want to like you. 
                         Give 'em your good side.  Or your less
                         bad side.

               Ben turns to a group of LITTLE KIDS.  Stiff, tentative:

                                   BEN
                         Uh...don't do drugs.

               The kids FLINCH.  Ben trudges on.  Johnny smiles bright,
               doing hand-signs for F4.  Sue pulls him toward --

               INT. BAXTER BUILDING - LOBBY - DAY

               The Fantastic Four enter.  They are greeted by JIMMY
               O'HOOLIHAN, an old-time doorman with a kind smile.

                                   O'HOOLIHAN
                         Welcome back to the Baxter, Dr.
                         Richards.  All that for you?

               He motions to the flashing cameras outside.

                                   REED
                         I'm afraid so...

               He searches for the name.  Sue steps up.

                                   SUE
                         Jimmy.  Good to see you again.

               He smiles at Sue, then at Reed.

                                   O'HOOLIHAN
                         Good to see you too... Don't worry,
                         sir.  I know how crowded that head of
                         yours is.

                                   REED
                         Any visitors while I was away?

                                   O'HOOLIHAN
                         Just the usual.  Told 'em you were
                         circling round outer space.

               He opens a drawer full of LETTERS from the BANK.  Reed looks
               sheepish.  He shuts the drawer, looks to Johnny and Sue.

                                   REED
                         We had a tough year.

                                   BEN
                         Yeah, nine years straight.

               Reed looks at Ben.  Thanks a lot.  DING.  Elevator doors
               open.

               INT. BAXTER BUILDING - ELEVATOR - DAY

               They enter.  Reed hits the top button, for the 20TH FLOOR.

                                   JOHNNY
                         Twenty?  From outside the place looks
                         a lot taller.

                                   REED
                         Oh, it is.

               The doors close, but...the ELEVATOR does not move.  A beat.

                                   JOHNNY
                         Either we're moving really fast...or
                         not at all.

               A digital readout on the panel: EXCEED MAXIMUM WEIGHT.  A
               sign reads: MAXIMUM CAPACITY: 2000 pounds.  They turn to Ben.

                                   BEN
                         I'll take the stairs.

               Doors open.  He lumbers out.  As the doors close behind him,
               he looks back over his shoulder, locking eyes with Reed.

               INT. BAXTER BUILDING - ELEVATOR - DAY

               The elevator rises.  Reed roils with guilt.

                                   SUE
                         How come Ben can't turn it on and off
                         like us?

                                   REED
                         That's what we're here to find out.

                                   SUE
                         If it happened to him, then it
                         could...

               Happen to all of them.  Reed nods softly.

                                   JOHNNY
                         Wait.  You mean there's chance we
                         could be full-on-24-7-fantastic? 

                                   SUE
                         Grow up, Johnny.  You want to run
                         around on fire for the rest of your
                         life?

                                   JOHNNY
                         Is that a trick question?  C'mon, I
                         can't be the only one who thinks
                         this is cool.

               Reed considers.  But Sue cuts him short with a look.

               DING!  The elevator stops.

               INT. BAXTER BUILDING - ATRIUM - MOMENTS LATER

               The elevator opens.  They step out.  They might be on the
               20th floor, but Reed owns the building from here to floor
               sixty.  It's a massive atrium, lit by skylights far above -- 

               Reed leads them into another area filled with separate
               "apartments" and all the amenities of home.

                                   REED
                         We should stay here until we can
                         define the extent of our changes...

                                   JOHNNY
                         This place is deluxe.  You got cable?

                                   REED
                             (hearing Ben's FOOTSTEPS)
                         ...and figure out how to reverse them. 
                         Let me show you to your rooms.

               EXT. BAXTER BUILDING - DAY

               The press has died down, but there are still plenty of
               cameras.  A MAYBACH SEDAN rolls up.  Victor emerges, wearing
               sunglasses.  This time, the press pay no attention to him. 
               No cameras flash.  Victor tightens, and enters the building.

               INT. SUE'S ROOM - DAY

               Sue walks out of the bathroom in a robe, drying her hair. 
               She notices a familiar book on a shelf: a SCRAPBOOK.

               She flips through it.  It's filled with pictures of Reed and
               his inventions -- a lot less fancy than Victor's multimedia
               globe.  She stops at a picture of her and Reed in COLLEGE.

               A noise, and she turns, flinching slightly, surprised to
               see...VICTOR.  He smiles, standing at the door, watching her.

                                   VICTOR
                         God, I've been so worried about you.

               She notices the scar on his head.

                                   SUE
                         Victor, your scar --

                                   VICTOR
                         I told you, I'm fine.  It's you I'm
                         worried about.

                                   SUE
                         I'm sorry I didn't get a chance to --

                                   VICTOR
                         Please, no apologies.  I've arranged
                         for your things to be moved to one of
                         my condos.  You'll have round-the
                         clock care.

               He goes for her bag.  But she stops him.  A half beat.

                                   SUE
                         Thank you, that's generous, but I
                         think I should stay here.  With my
                         brother.  Until we get a handle on
                         this.

               Victor is not used to being rebuffed.  He gives a thin smile.

                                   VICTOR
                         Sue.  I think you should let my
                         doctors have a look at you.

               A tense beat.  Standoff.  Made more tense by --

                                   REED (O.S.)
                         Victor!  What are you doing here?

               They turn to see Reed approaching, with files in hand.

                                   VICTOR
                         I'm starting to wonder the same
                         thing... How much do you know about
                         what happened to you?

                                   REED
                         Not much.  We need to run tests to see
                         the extent of the damage.

               Victor pauses.  He looks at Sue, knowing she's here to stay.

                                   VICTOR
                         Well, let me know if there is anything
                         I can do.  We're all in this together
                         now.

               Victor shakes Reed's hand.  His GRIP is so tight that Reed's
               fingers STRETCH.  Victor lets go, and turns to Sue, who puts
               her hand out.  He smiles, and shakes.  He heads off.

               Reed looks at his hand.  Shakes his wrist.  He looks at
               Victor.

               INT. BAXTER BUILDING - HALL - DAY

               Victor moves fast, holds tight to his anger.  Reed catches
               up.

                                   REED
                         Victor wait... I just wanted to say,
                         I'm sorry the mission didn't go as
                         planned --

               Victor suddenly WHEELS on Reed.  Lights flicker.

                                   VICTOR
                         Didn't go as planned?  It was a
                         catastrophe.  You ruined the lives of
                         four people --

                                   REED
                         I ruined?  With all due respect, I
                         told you to abort --

                                   VICTOR
                         Abort?  Reed, I put my company, my
                         name, billions of dollars on the line,
                         and I will not let you make me look
                         like a fool --

                                   REED
                         Victor, if we could understand what
                         happened to us --

                                   VICTOR
                         I don't want to understand it.  This
                         isn't one of your science projects.  I
                         just want to fix it.  Fast!

               Reed sees Victor's SCAR maybe growing.  Lights dim.

                                   VOICE (O.S.)
                         There a problem, Vic?

               They turn to see...BEN down the hall, leaning in a doorway. 
               Victor tightens, looking at Ben's massive rock-hewn body.

                                   VICTOR
                         No problem, Ben.

               He turns back to Reed.  Close, quiet.  Lights flicker.

                                   VICTOR (CONT'D)
                         Just pay your goddamn electric bill,
                         and get to work on a cure.

               Victor steps away, toward the elevator.  He passes Ben, who
               just smiles and waves "goodbye."  Before Victor's finger taps
               the down-button, the button lights up (as if the circuit
               responded to him).  Reed exhales, shaken.  Victor steps into --

               INT. BAXTER BUILDING - ELEVATOR - DAY

               The doors close, and Victor really LETS LOOSE.  He SLAMS his
               fist into a STEEL WALL.  The wall BUCKLES, steel DENTING.

               Victor shakes out his hand, and sees...a rippling METALLIC
               SHELL under the skin.  He stares at it in horror.  The dark
               surface pulsates with electric energy.  What is he
               becoming...?

               INT. BAXTER BUILDING LABS - DAY

               Sue works the controls.  Reed approaches Ben with an
               ELECTRODE NEEDLE.  He tries to stick the needle into Ben, but
               it SNAPS.

                                   BEN
                         You got a chisel round here?

                                   REED
                         If we're going to identify the source
                         of the mutation, we need to isolate
                         your recombinant DNA so we can
                         activate positional genomes.

               Ben looks to Sue for translation.

                                   SUE
                         We need to give you a physical, so we
                         know what got zapped.

                                   BEN
                         Well why didn't you say so?  You want
                         me to lift some weights or something?

               Reed shakes his head.  He approaches with an X-RAY MACHINE.

                                   REED
                         No, just sit back.  We have a good
                         sense of your strength from the
                         firetruck.  We need to find the source
                         of your strength.

               He turns on the X-ray machine.  The graph shows SOLID ROCK. 
               The rays don't penetrate.  Sue and Reed look confused.

                                   BEN
                         How bad is it?  You know I used to
                         smoke.

               Reed grabs a BLOOD PRESSURE MACHINE, but the strap is way too
               short to wrap around Ben's arm.  Reed stands stumped.  He
               looks at his tray full of instruments.  He picks up the
               little rubber REFLEX-HAMMER.  But it looks miniscule compared
               to Ben.

               Reed has an idea.  He opens a drawer full of HARDWARE TOOLS. 
               He pulls of a real HAMMER.  He approaches Ben.

                                   REED
                         Okay, this might smart a little.

               He taps Ben's knee lightly, and BEN'S LEG KICKS!  SLAMMING
               UP!  RIGHT BETWEEN REED'S LEGS!  The ultimate kick in the
               crotch.  Reed STRETCHES UP a few feet, then SNAPS BACK,
               wincing.

                                   REED (CONT'D)
                             (high-pitched voice)
                         We'll...continue this later.

               INT. BAXTER BUILDING LABS - DAY

               From their second level control room, Reed and Sue observe
               Johnny in an enclosed fire-proof chamber.  Flames escape
               through the vents of the chamber...he's fully torched!

               Reed watches the read-out: it climbs from 2000 to 4000
               degrees Kelvin.  They are essentially taking his temperature. 

               INSIDE THE CHAMBER: Johnny turns white hot, blinding to look
               at: the chamber walls begin to glow red.  Machines go
               haywire.

               His feet even start to LIFT OFF THE GROUND, LEVITATING a foot
               or two.  He looks down, excited, burning hotter and hotter.

                                   REED
                         Back it down, Johnny!

                                   JOHNNY
                         I can go hotter!

               He won't stop.  Reed pulls a switch on the wall.  FOAM sprays
               out of nozzles, dousing Johnny's flames.  He stands there,
               covered in thick FOAM.  His body steams.  So does his temper.

                                   JOHNNY (CONT'D)
                         You're really cramping my style here.

                                   SUE
                         You were at 4000 Kelvin.  Any hotter,
                         you're approaching supernova --

                                   JOHNNY
                         Sweet.

                                   SUE
                         That's the temperature of the sun.

                                   REED
                         Not only could you kill yourself, but
                         you could set fire to Earth's
                         atmosphere and destroy all human life
                         as we know it.

                                   JOHNNY
                         Gotcha.  Okay.  Supernova bad.

               Reed looks at the control panels.

                                   SUE
                         He cooked the equipment.

               Frustrated, Reed looks at the smoking system.  And we CUT TO --

               INT. BAXTER BUILDING - LAB - DAY

               Reed and Ben sit in chairs, facing each other.  A beat
               passes.  Ben taps his fingers on the chair, making small
               DENTS.  Reed looks down at his clipboard.  A little awkward.

                                   REED
                         Okay.  I've uh, got some questions,
                         from Sue.  That she thought might be
                         better coming from me... Can you, you
                         know, go to the bathroom...like
                         normal...

                                   BEN
                         Yeah.
                             (a beat)
                         You don't wanna know the details.

                                   REED
                         Ben, I'm afraid I've got to ask --

                                   BEN
                         Not unless you want that clipboard
                         stretched up your --

                                   REED
                         O-kay.  We'll skip that question.

               INT. BAXTER BUILDING - LAB - DAY

               Reed and Johnny now.  Johnny exercises.  Reed stands nearby. 
               Clipboard in hand.

                                   REED
                         Is there something about flames? 
                         About flaming, that you --

                                   JOHNNY
                         What are you trying to say?  Just
                         because I dress well and like to dance --

                                   REED
                             (confused)
                         What?  No.  I'm trying to figure out
                         why we each ended up with different
                         symptoms.

                                   JOHNNY
                         Oh, well that's easy: I'm hot. 
                         You're...well, you're a little limp. 
                         Sue's easy to see through.  And Ben's
                         always been a hardass.
                             (a beat)
                         Why aren't you writing this down?

               Reed sighs.  It's going to be a long process.

               INT. BAXTER BUILDING LAB - DAY

               Reed and Sue, tables turned: Reed observes her through a
               prismatic device measuring light refraction.  He "sees" her
               through the device: lit up like some heavenly creature.  He's
               having a hard time concentrating.  He focuses on his work.

                                   REED
                         It's not "invisibility" per se. 
                         You're bending the light around you
                         with some kind of malleable force
                         field.  That's what you projected on
                         the Bridge.

                                   SUE
                         What about you?  You haven't eaten in
                         days.  How come you're never on this
                         side of the microscope?

               He tightens, uncomfortable with being center of attention. 
               She reaches for his arm, like a specimen.  He pulls away, but
               she sees a glimpse of BRUISES on his ARMS.  She slows down.

                                   SUE (CONT'D)
                         Bruises...from the bridge?

               He nods, rolls down his sleeves.

                                   REED
                         Have you had any side-effects, from
                         your powers?

               She considers.  A little vulnerable.

                                   SUE
                         I've had some headaches.  Migraines.

               A beat.  Reed drops his eyes, makes a note, back to work.

                                   REED
                         You should be able to bend light
                         around other objects, even people, if
                         you could control your emotional state
                         better --

                                   SUE
                         Excuse me?

               She is annoyed.  Reed is oblivious.

                                   REED
                         I'm saying, if you had a little more
                         self control, you could locate the
                         trigger.  Can you remember the exact
                         emotions when --

                                   SUE
                         Anger.  Rage.  Frustration.

                                   REED
                         Okay.  Is there any way to duplicate
                         that feeling?  Some memory or...

                                   SUE
                             (staring right at him)
                         I'm sure I can come up with something.

               She looks at Reed, eyes narrow.  She becomes invisible.  As
               she focuses on Reed -- and gets angry -- a small, clear FORCE
               FIELD forms around her body.  The force-field BENDS LIGHT
               around a MICROSCOPE, which goes INVISIBLE.  Reed steps out to
               ask...

                                   REED
                         How's that coming -- whoa --

               The FORCE-FIELD shoots in all directions, knocking everything
               over in a fifteen foot radius.  Reed is thrown from his
               chair.

                                   SUE
                         I'm sorry, I'm sorry, I didn't mean to
                         do that... You must think that was
                         some kind of latent hostility or --

                                   REED
                         What in the world would give me that
                         idea?

               An awkward beat.

                                   REED (CONT'D)
                         I mean, you broke up with me, right?

                                   SUE
                         Are you kidding?

                                   REED
                         No, I distinctly remember: you walked
                         out my door.  Ergo...

               She didn't want to get into this.  She looks down,
               vulnerable.

                                   SUE
                         Reed.  I was ready for the next step,
                         you weren't, ergo, I walked.

                                   REED
                         I think it was a little more
                         complicated than --

                                   SUE
                         I just wanted to share an apartment. 
                         What was so complicated about that?

               The question stumps him.  A beat.  He struggles.

                                   REED
                         There were a lot of variables to
                         consider --

                                   SUE
                         No.  There weren't.  There was you. 
                         And me.  No variables, no math.  It
                         was actually the simplest thing in the
                         world.  But your head got in the way...
                         like it always does.

               Her words penetrate.  He knows she's right.  He looks away.

                                   REED
                         Sue...I just...I thought...

               He struggles for the words.

                                   SUE
                         Same old Reed.  Too much thinking...

               He opens his mouth, but...WHAM!  Doors open.  Johnny enters,
               wearing a CHARRED SHIRT.  He points to the burned scraps of
               his shirt.

                                   JOHNNY
                         Okay guys, we have a serious problem.

               INT. BAXTER BUILDING LABS - DAY

               ANGLES of Reed in the lab, grabbing their space uniforms from
               various closets/containers:

                                   REED (V.O.)
                         Our uniforms were exposed to the storm
                         like us.  So they can transform like
                         us, becoming invisible, changing size
                         on demand or remaining impervious to
                         flame.

               REVEAL: Reed, Sue, and Johnny step out to look at themselves
               in a mirror wearing the uniforms.  No boots, no gloves.  Not
               yet.  (The uniforms will develop, like our heroes).

                                   BEN
                         You look like an eighties rock band.

                                   SUE
                             (to Ben)
                         The suit will stretch.  You should try
                         it --

                                   BEN
                         I wouldn't be caught dead in that.

                                   JOHNNY
                         He's right.  These costumes are...
                         missing something.  I can't put my
                         finger on it --

                                   REED
                         They're not costumes.

                                   SUE
                         We're not taking them out.  Johnny, we
                         need to stay here till we've stabilized.
                        
               Johnny shakes his head, frustrated.

                                   JOHNNY
                         I'm getting sick of being trapped
                         here.  NASA wasn't even this strict!

               He marches out.  Sue turns to Reed, who says nothing.  Sue
               heads out, leaving Ben and Reed.  A beat.  Ben looks at Reed.

                                   BEN
                             (looking at uniform)
                         Maybe it's missing a utility belt. 

               Off Reed's dark look, we hear:

                                   VICTOR (V.O.)
                         So what's the prognosis?

               INT. VON DOOM INDUSTRIES - VICTOR'S OFFICE - DAY

               CLOSE ON: an X-RAY.  Victor's ARM.  The metallic
               transformation is higher now.  PULL BACK TO REVEAL: Victor
               and his DOCTOR.  In the wall behind them: ancient armor
               (maybe we noticed it before, maybe not).  It adds a little
               menace to the room.

                                   DOCTOR
                         Your tissue, your organs, your entire
                         biophysical structure is changing. 
                         Every system is still functioning,
                         somehow --

                                   VICTOR
                         And they're changing into...

                                   DOCTOR
                         I don't really know.  A compound
                         organic-metallic alloy.  Stronger than
                         titanium or carbon steel.  Harder than
                         diamonds --

                                   VICTOR
                         Like the shields Reed said would
                         protect us.
                             (cold fury, deadly focus)
                         How long?

                                   DOCTOR
                         At this rate, the infection should be
                         complete in two, maybe three weeks --

                                   VICTOR
                         What do you mean "complete"?

                                   DOCTOR
                         I wish I could tell you.  I can't
                         pretend to know what we're dealing
                         with here.  I'll notify the CDC and --

               Victor hardens, razor sharp.

                                   VICTOR
                         What?

                                   DOCTOR
                         The Center for Disease Control.  If
                         this thing is contagious --

               WHHM!  Victor GRABS the Doctor by the throat.

                                   VICTOR
                         Look at me.  I have a life.  I'm the
                         face of a billion-dollar-company... We
                         need to keep this confidential,
                         understand?

               Victor's grip TIGHTENS around the man's throat.

                                   DOCTOR
                         But...this disease...is progressive...
                         degenerative...

                                   VICTOR
                         That's terrible news...

               With one cobra-swift move, Victor thrusts his metallic arm
               into the doctor, killing him instantly.  Victor retracts his
               arm, and looks at it, shocked by his own strength.

                                   VICTOR (CONT'D)
                         ...but I think I'll get a second
                         opinion.

               INT. BAXTER BUILDING - REED'S OFFICE - NIGHT

               A SERIES OF TIME-LAPSE SHOTS: REED works around the Baxter
               Building, spending hours searching for the cure.  He checks
               charts, writes equations, paces, frustrated.

               Finally, he sits at his long desk, looking at a wall where
               Ben's CHARTS are projected (both Ben and Thing's anatomies). 
               Reed wears the uniform under his labcoat.  He checks his
               equations over and over, making notes upon notes.

                                   REED
                         Nothing...nothing...nothing...

               He hits the end of the slides.  The wall fills with white
               light.  Frustrated, Reed SLAMS his head into his desk, CRASH! 
               Something FALLS off the end of the desk.

               Reed raises his head, revealing his flattened face.  He steps
               over to see...a PLANT SAMPLE from space, glass box shattered. 
               Red sparks swirl around the plant, like the cosmic storm --

                                   REED (CONT'D)
                         Of course...of course...the cloud...

               THE COSMIC STORM swirls, terrifying.  We slowly PULL BACK TO --

               INT. BAXTER BUILDING - MAIN LAB - NIGHT

               The STORM is a computer-image on screen now.  Behind the
               screen are six chalkboards full of Reed's calculations and
               the scribbled beginnings of a MACHINE.

               We PULL BACK to see his arm stretched across the room writing
               on the end of another chalkboard.

               He's moving fast, excited, almost a little manic.  He
               hears...a CREAK.  He slows down, but doesn't look up to see
               SUE enter.

                                   SUE
                         What are you doing?

                                   REED
                             (fast, charged)
                         The plants, from space.  Their
                         particles are still charged.  With the
                         right amount of energy, those ions
                         could create the elemental profile of
                         the cosmic storm.

               He rifles through a desk drawer, then heads out.  Sue stands
               there, looking at the storm.  Concerned.  Then we CUT TO --

               INT. BAXTER BUILDING - HALLWAY - NIGHT

               Sue follows Reed.  He flips through a file, excited.

                                   REED
                         If we can build a machine to re-create
                         the storm, we can reverse the polarity --

                                   SUE
                             (realizing)
                         And reverse the mutations --

                                   REED
                             (talking more to himself)
                         Curing countless diseases, not just
                         ours.

               She looks at him.

                                   SUE
                         But we're the focus, right Reed? 
                         Reed...?

                                   REED
                         Of course.  Of course.

                                   SUE
                         And you sure you can control this
                         thing?  Last time didn't work out so
                         well.

                                   REED
                             (preoccupied, mind
                              spinning)
                         With the right energy, we can
                         stabilize the storm.  Maybe tie into
                         the city grid...

               He keeps his head down, making notes, entering --

               INT. BAXTER BUILDING - STOREROOM - NIGHT

               Reed and Sue enter.  Reed is looking for something.  Sue
               slows down, staring at this sprawling space, jam-packed with
               GEAR, GADGETS, BLUEPRINTS, INVENTIONS.  Awe-inspiring,
               overflowing.

                                   SUE
                         You really need to get a janitor.

               She stares at shelves upon shelves of overcrowded clutter.

                                   SUE (CONT'D)
                         This must be what it looks like inside
                         your head.

               Reed finds his electron microscope.  He turns to Sue,
               defensive:

                                   REED
                         There's a system to it.

               She starts to pull out a MODEL of the FANTASTICAR.

                                   REED (CONT'D)
                         Wait!  Sue, don't touch tha--

               The little car sets the whole shelf off balance.  A WAVE OF
               INVENTIONS COME CLATTERING DOWN!  Reed moves fast:

               He LUNGES toward Sue, STREETCHING his ARMS AROUND the SHELF,
               pushing Sue away, just as the INVENTIONS SMASH TO THE GROUND! 

               Reed and Sue hit the floor.  A close call.  Now more
               closeness: Sue and Reed lay face-to-face, with Reed's wrapped
               around her.  A heated beat.  Their first real intimate
               moment.

                                   SUE
                         Sorry.  My fault.  I won't...touch
                         anything.

               As if suddenly made aware of their vulnerability, Sue and
               Reed stand, backing off.  As they part, we see:

               BEN watching from the doorway.  Melancholy.  He disappears. 
               We slowly MOVE TO...A SURVEILLANCE CAMERA in a VENT GRATE.

               INT. VICTOR'S OFFICE - NIGHT

               Victor watches a bank of videoscreens.  He has the Baxter
               Building under surveillance.  He sees Reed and Sue on
               monitors.  He toys with Sue's diamond ring in his gloved
               hand.

               A door opens.  Leonard enters.  He sees the screens.

                                   LEONARD
                         Is Reed any closer to a cure?

               Victor looks at that image of Reed and Sue on the screen.

                                   VICTOR
                         The only thing he's closer to is
                         Sue...

               But Victor sees something between Reed and Sue on the wall. 
               He leans closer, and the camera ZOOMS IN, as if responding to
               his will.  He ZOOMS all the way to a CLOSE UP of:

               REED'S BLUEPRINTS FOR THE TRANSFORMATION CHAMBER.  Victor's
               eyes narrow, mind ticking, a plan forming.

                                   VICTOR (CONT'D)
                         Make me a reservation for two at
                         Cipriani tonight.

               Victor opens a drawer, pulls out an old VIDEOTAPE.

                                   VICTOR (CONT'D)
                         And get this over to Ben Grimm.

               Victor leans forward, fixated on that machine.  As he gets
               closer, his screens go STATICKY.  He absentmindedly picks at
               his SCAR.  In shadows, we see skin peeling off.

                                   WOMAN'S VOICE (V.O.)
                         Close your eyes, baby.  Keep 'em
                         closed.

               INT. BAXTER BUILDING - MEDIA ROOM - NIGHT

               BEN GRIMM stands front and center.  Not the Thing.  But BEN
               GRIMM.  A normal man.  He smiles wide, shaking his head.

                                   WOMAN'S VOICE (V.O.)
                         You surprised?

               Now we PULL BACK to reveal DEBBIE and BEN on a SCREEN.  The
               Thing watches the old videotape.  He smiles sadly at his old
               life.  He mouths the words -- he knows this tape by heart.

                                   BEN (ON SCREEN)
                         Yeah I'm surprised.  Surprised the
                         fire department didn't shut this down.

               ON SCREEN: the handheld camera whips around, revealing...a
               SURPRISE PARTY.  Full of people.  Ben Grimm is a popular guy. 
               On screen: Reed hugs Ben.  They pose for pictures together.

                                   THE THING
                         God.  I was good looking.

               We hear the party sing "HAPPY BIRTHDAY."  Debbie kisses Ben. 
               Thing's eyes start to mist.  On screen: Ben blows out
               candles.

                                   DEBBIE (ON SCREEN)
                         What did you wish for, honey?

                                   BEN (ON SCREEN)
                         I already got it.  Everything I want.

               As they kiss, a tear runs down Thing's cheek.  The tape ends,
               and he sits in darkness for a beat.  A long, lonely beat.

               INT. BAXTER BUILDING - HALLS - NIGHT

               Ben stalks the halls, slipping into his ragged trenchcoat. 
               As he passes a crossroads, he sees a strange sight:

               REED'S HAND is TIED to a latch in the wall.  His ARM is
               STREEETCHED THIN, spanning around the corner.  Ben just
               shakes his head, keeps moving.  And we FOLLOW REED'S ARM... 

               UP THE HALL...ROUND A CORNER...DOWN ANOTHER HALL.  The
               muscles and tissue STRETCH, going taut.  Finally, we reach... 

               REED.  He steps slowly.  He holds a digital TAPE-MEASURE in
               his other hand, measuring distance.  His skin STREEETCHES. 
               His face tightens, pained.  We hear the faint SQUEAK of his
               skin.

                                   VOICE (O.S.)
                         Damn, Stretch!

               Reed turns his head around, seeing JOHNNY come down the hall.

                                   JOHNNY
                         How far's that rubber bend?

               Reed keeps moving, slowly.  His muscles and tendons laboring.

                                   REED
                         That's what I'm trying to calculate. 
                         And it's not rubber.  It's muscle,
                         tendon.  I seem to have the ability to
                         manipulate the malleability of my
                         molecular structure and redistribute
                         my density to --

                                   JOHNNY
                         Right, whatever, have fun.

               And Johnny is GONE, ducking under Reed's arm into --

               INT. BAXTER BUILDING - KITCHEN - NIGHT

               Johnny opens a cupboard, pulls out some JIFFY POP.  It starts
               to POP in his hand, the bag swelling.  He casually turns on a
               TV, flipping to...the X- GAMES.  The Jiffy Pop swells, ready
               to blow.  He rips it open, eats popcorn, and watches the
               games:

               Cool stunts, hot girls.  Johnny's brow furrows, a thought
               forming, a mischievous smile on his lips.

               EXT. BAXTER BUILDING - SIDE EXIT - NIGHT

               A FIGURE exits, wearing that ragged trenchcoat and fedora. 
               Ben disappears into the dark night, and we CUT TO --

               EXT. BROOKLYN STREET - NIGHT

               Dark.  Lights flicker.  Steam rises through the grates.  A
               shadow emerges.  Ben.  He heads toward O'DONNEL'S PUB, a
               classic Brooklyn tavern.  Neon sign.  Music, life inside. 
               Ben pulls his hat low, turns up his collar, and squeezes
               through the door into --

               INT. O'DONNEL'S PUB - NIGHT

               A big photo of Ben Grimm in his astronaut heyday occupies a
               place over the bar.  Ben enters, and the bar goes SILENT.  He
               moves through the crowd.  People clear out of the way.

               Ben reaches the bar.  He sits on a stool, and CRUNCH!  SMASH! 
               The stool SNAPS like a toothpick.  He hits the ground hard. 
               Glasses shake.  A few PATRONS smile, laugh softly.

                                   BEN
                         That's not funny!

               They go silent.  They drop bills onto tables, filing out,
               scared of this monster.  ERNIE works the bar.

                                   ERNIE
                         Hey, that's Ben Grimm there, the first
                         mook from Brooklyn to go to outer
                         space, so pay him some respect!

               But the patrons keep filing out.  Ben looks down, weary.

                                   BEN
                         Ernie.  Sorry for killing your
                         business.  I'll take the usual, then
                         I'm out... Better make it a double.

               Ernie heads for the booze.  Ben gives a sad shake of his
               head.  Then he notices...one lone patron at the end of the
               bar.  A beautiful young woman nursing a drink.  Meet ALICIA
               MASTERS.

                                   ALICIA
                         Who killed the party?

               She turns to him, unafraid.  He notices her blank stare, lack
               of focus, and white cane.  Alicia is blind.

                                   ERNIE (O.S.)
                         Make it a triple.  On the house,
                         Benny.

               Ben takes his drink, but SMASH!  His grip shatters the glass,
               spilling all over himself.  He smiles ruefully.

                                   BEN
                         If there's a God, she hates me.

               He grabs a bar-rag to dry off.

                                   ALICIA
                         I don't think She's real big on hate.

                                   BEN
                         You wouldn't say that, if you could
                         see me.

               She knocks back her drink, grabs her cane, steps toward Ben.

                                   ALICIA
                         Can I...?  See you...?

               Ben doesn't say anything.  A little unnerved by this woman.

                                   ALICIA (CONT'D)
                         It's okay, I won't bite...
                             (feeling his arm)
                         ...not that I could.

               She puts a hand on his face -- something in her tone and
               gentle touch allows Ben to let her.  She smiles softly.

                                   ALICIA (CONT'D)
                         Such a sad face... You know, sometimes
                         being different isn't a bad thing.

                                   BEN
                         Trust me, this ain't one of those
                         times.

               She smiles softly, takes her cane, and starts to head out.

                                   ALICIA
                         See you round, Benny...

               Right as she hits the door, over her shoulder --

                                   ALICIA (CONT'D)
                         I'm Alicia, by the way.

               Ben watches her disappear.  He sees a few people staring.  He
               lowers his head, turns back to the bar, and finds a new
               drink, in a steel MARTINI SHAKER.  He knocks it back.

               EXT./INT. UPSCALE RESTAURANT - NIGHT

               Lights twinkle.  A MAITRE D' leads us through fancy digs. 
               Heads turn, whispers flutter.  SUE steps out, joining...
               Victor at a prime table.  He pulls out her chair, wearing
               gloves.

                                   VICTOR
                         Thank you for coming out to see me.

               She nods, a little self-conscious.

                                   SUE
                         You said it was urgent.

                                   VICTOR
                         It is.  There's something we need to
                         talk about.  Something I need to ask
                         you...

               Sue senses where this is going, and she cuts it short.

                                   SUE
                             (slow, careful)
                         Victor, wait, slow down a second.  I
                         want you to know I appreciate
                         everything you've done for me, but I
                         just don't --

                                   VICTOR
                         Susan.  What are you doing?

               He is cold as ice.  If he's hurt, he'll never show it.

                                   VICTOR (CONT'D)
                         You think I brought you here to talk
                         about us?  Please.  This is business.
                             (leaning forward, intense)
                         I need to know: how close is Reed
                         to finding to a cure?

               She pauses.  Then:

                                   SUE
                         He's working round the clock.  But the
                         data needs to be tested, analyzed
                         before --

                                   VICTOR
                         Same old Reed.  All analysis, no
                         action.  Wasn't that the problem with
                         you two?

               She holds tight, keeping cool.

                                   SUE
                         If these molecules aren't stable, they
                         could make us worse, maybe even kill
                         us.

                                   VICTOR
                         Then why is Reed dragging his feet? 
                         Maybe he likes having his prize
                         specimen under glass...
                             (closer, cruel)
                         It's ironic, isn't it?  You're finally
                         the perfect woman for him...because
                         you're his science project.

               The words sting.  She can't help but hear some truth in them.

                                   SUE
                         Please don't make this personal --

                                   VICTOR
                         Oh, I think you already have.

                                   SUE
                         Victor, we can't do anything until the
                         research is ready.

               Victor's fist CLENCHES -- metal SFX.

                                   VICTOR
                         "We," huh?

               Victor SCREECHES his chair back, PUSHING the table so hard
               that he SPILLS water.  Heads turn, all eyes on Sue.  Victor
               gets close to her, too close, a hand on her shoulder.

                                   VICTOR (CONT'D)
                         Don't forget who you work for, Susan. 
                         So get to work.  And do your job.

               He walks out.  As he goes, he slips the engagement ring out
               of his pocket.  He crushes the diamond to dust, leaves the
               dust in an ashtray, and disappears into the night.

               Sue sits embarrassed.  She slowly...disappears.  People gasp. 
               She walks out, invisible, save for her clothes, which DRIFT
               through the air.  At a TABLE FULL OF BUSINESSMEN --

                                   BUSINESSMAN
                         I wish my wife would disappear.

               The other men laugh, but WHHM!  The man's wine SPILLS into
               his LAP!  Sue walks out.  The restaurant is left buzzing. 
               Lights twinkle.  And we FADE OUT.  A beat.  Then we CRASH
               INTO --

               EXT. NYC ARENA - ESPN MOTO X GAMES - DAY

               The X games in full effect: A maze of mountainous dirt hills
               and ramps...where MOTO-BIKES launch into the air to the
               delight of 20,000 fans.  The Riders spin and flip, performing
               aerial acrobatics on their 250CC motor bikes.

                                   X GAMES ANNOUNCER (V.O.)
                         And now, ladies and gentlemen, we have
                         a special guest for you... Johnny
                         Storm of the Fantastic Four!

               JOHNNY emerges, wearing his blue uniform, waving to the
               crowd.  He steps up to the pit where RIDERS prep.  He
               beelines to RONNIE RENNER.

                                   JOHNNY
                         Hey, Ronnie Renner!  I'm a big fan.

               Ronnie gives a tight nod.  He doesn't like being upstaged by
               this circus freak.

               The other bikers approach.

                                   KENNY BARTRAM
                         Heard you like to ride.  Wanna take
                         her for a spin?

               He motions to his BIKE.  Johnny eyes this mean machine.

                                   RONNIE RENNER
                         Come on, bro.  I'll teach you some
                         tricks...if you can keep up.

               We PUSH IN on Johnny, his ego getting stoked, as we CUT TO --

               INT. NYC ARENA - TRACK - DAY

               Ronnie jams down the track, kicking dirt back at Johnny. 
               Johnny now wears a MOTOCROSS OUTFIT over his uniform, with
               the number "004" on the back and a small 4 over his heart. 
               Ronnie hits the first hill, and CATCHES AIR, FLIPPING HIGH!

                                   X GAMES ANNOUNCER
                         A rock-solid double-flip!

               The CROWD goes wild.  Now it's Johnny's turn.  He hits the
               hill and pulls the exact same move.  With even more height!

                                   X GAMES ANNOUNCER (CONT'D)
                         Look at that lift, ladies and
                         gentlemen!

               Johnny sticks the landing.  The crowd swells.  Ronnie
               tightens, pulls his throttle harder, taking the next jump,
               and...MAKING AN INSANE MOVE, CORKSCREWING IN THE AIR!

                                   X GAMES ANNOUNCER (CONT'D)
                         Frontside 360!  He's totally flat and
                         whipped!

               He lands clean.  The crowd is ready to explode.  Johnny REVS
               his engine, his body starting to STEAM, adrenaline burning. 
               He hits the hill, and pulls an even gnarlier SPIN!

                                   X GAMES ANNOUNCER (CONT'D)
                         Whoa!  That's a...what is that?  A
                         720?

               Johnny lands.  The crowd roars.  Ronnie bears down on the
               last hill.  He leans over his handlebars.

                                   X GAMES ANNOUNCER (CONT'D)
                         He's going for a Kiss of Death!

               Ronnie hits the hill, pulls this JAW-DROPPING DEATH-DEFYING
               STUNT!  The crowd is deafening!  Ronnie smiles.  And...
               
               JOHNNY SPEEDS FASTER, FASTER.  Trails of FLAME start to
               streak off his back!  He RACES LIKE A ROCKET UP THE HILL! 
               LAUNCHING TO IMPOSSIBLE HEIGHTS!  SPINNING LIKE A TOP!  A
               FLAMING BLUR!

               And now for the really impressive part: Johnny's bike starts
               to drop, but JOHNNY KEEPS RISING!  He FLAMES ON, spiraling
               upward!  For a few seconds, he's actually...almost...flying.

                                   X GAMES ANNOUNCER (CONT'D)
                             (hand over mic)
                         Is he......flying?

               A beat.  Time suspended.  And...WHHM!  He PLUMMETS back down! 
               LANDS on his bike in mid-air!  And sticks a perfect landing,
               maybe even kicking a little dirt up at Ronnie.  Johnny
               swerves to a stop, with a "holy shit" look on his face.  What
               the hell just happened??

                                   X GAMES ANNOUNCER (CONT'D)
                         Unbelievable, ladies and gentlemen! 
                         You've just seen the first...the
                         first...TORCHFLIGHT!  The McTORCH!

               A new name is born.  The crowd goes berserk.  Standing
               ovation.  Riders rush up to Johnny.  Kenny sees his bike:

               THE SEAT MELTED, WHEELS BURNED OFF.  Johnny smiles.

                                   JOHNNY
                         My bad.  Sorry about that.
                             (a glance to Ronnie)
                         Thanks for the lesson, bro.

               HOT GIRLS swarm.  As Johnny gets swallowed by fans, we see a
               scary thing flicker in his eyes: the birth of a star.

               INT. BAXTER BUILDING - KITCHEN - MORNING

               Sue stands alone, sifting through piles of mail.  She focuses
               on one piece of mail that she's holding.  Her hand begins to
               disappear and then the envelope slowly begins to disappear as
               well.  Sue smiles at the success.  Intrigued.  Quiet:

                                   SUE
                         That's new...

               Reed enters -- overworked, unshaved.  He keeps his head down,
               preoccupied.  Sue shifts focus.

                                   SUE (CONT'D)
                         Have you read these...?  From all
                         over.  People want us to fight crimes... 
                         save their kids...solve their problems...
                             (no response from Reed)
                         ...when we can't even solve our
                         own.

               She puts the letters down, steps closer to Reed.

                                   SUE (CONT'D)
                         Reed.  How close are we to a cure?

                                   REED
                         No way to know.  Without more
                         tests, experiments.

               She considers.  Victor's words echo in her head.

                                   SUE
                         We're not specimens, we're patients. 
                         This isn't just another science
                         project to you, is it...?

               Reed looks up, a little surprised.  He opens his mouth, but --

                                   BEN (O.S.)
                         NO...NO...NO FREAKIN' WAY!!

               INT. BAXTER BUILDING - MEDIA ROOM - DAY

               CRASH!  BANG!  Ben stalks around the room, furious.  Reed and
               Sue rush in.

                                   REED
                         BEN!  What?  What's going on!?

               Ben points to the wall-sized TV: the ESPN MOTO X GAMES.

                                   X GAMES REPORTER (ON TV)
                         So what can you tell us about the
                         outfit?

               REVEAL: JOHNNY standing next to an X GAMES REPORTER.  He is
               peeling off the burned remains of his motocross outfit,
               revealing his FF UNIFORM, with a "4" STITCHED ONTO THE CHEST.

               Behind them, STEP UP RIDERS launch their MOTO-BIKES off huge
               18' high mountains of dirt, thirty feet in the air.

                                   JOHNNY (ON TV)
                         Not too much, but I will say that it's
                         all weather and no leather.  Kind of
                         Armani meets Astronaut.

               Ben, Sue, and Reed stare at the wall-sized TV.  Mouths agape.

                                   SUE
                         He didn't.

                                   BEN
                         Oh, he did.

                                   SUE
                         What did he do to the uniform?!

               She turns to Reed, who gives a sheepish shrug, and peels back
               his labcoat revealing a "4" stitched onto his chest too.

                                   REED
                         He talked me into it.

                                   X-GAMES REPORTER (ON TV)
                         So what are your superhero names?

                                   JOHNNY (ON TV)
                         I go by the Human Torch.  The ladies
                         call me Torch.

                                   X-GAMES REPORTER (ON TV)
                         What about the rest of the team?

               Johnny hadn't really thought about them.  He spitballs:

                                   JOHNNY (ON TV)
                         Uh, we call my sister the invisible
                         girl...the Invisible Girl.

                                   SUE
                         Girl...?!

                                   X-GAMES REPORTER (ON TV)
                         That's easy to remember.  And Reed
                         Richards?  He's the leader.  So
                         what's he?  Mr. Fantastic?

                                   JOHNNY
                         Well, I wouldn't say he's the leader.

               Reed shrugs.  He doesn't hate the name.

                                   BEN
                         Could be worse.

               Case in point: a photo of Ben fills the TV.

                                   X-GAMES REPORTER (ON TV)
                         What about this one?  What do you call
                         this Thing?

               Johnny smiles, looking right into camera.

                                   JOHNNY
                         That's it.  Just The Thing.  We would
                         have gone with The Rock, but it was
                         taken.  And "Thing" pretty much sums
                         it up.

               A LAUGH from the studio audience.

                                   BEN
                             (matter-of-fact)
                         Okay.  I'm gonna go kill him now.

               He turns to go.  Reed wraps an arm around Ben.

                                   REED
                         Ben!  Slow down a second and --

               He sees a photo of himself on screen.

                                   X-GAMES REPORTER (ON TV)
                         Is it true what they say?  That he can
                         expand any part of his anatomy?

                                   JOHNNY (ON TV)
                         Actually, between us, I think he's got
                         some problems staying rigid.

                                   REED
                             (finishing his thought to Ben)
                         ...wait for me...

                                   X-GAMES REPORTER (ON TV)
                         Which may explain why this woman's
                         not smiling.

               They put up a shot of Susan.

                                   SUE
                         I'm driving.

                                   JOHNNY (ON TV)
                         Dude.  That's my sister.

               EXT. NYC ARENA - DAY

               The Thing rounds the corner.  Sees a crowd of girls lined up
               near a red PORSCHE parked out front...with "TORCHED" on the
               plates.  Ben slows down, smiles.

               EXT. NYC ARENA - A LITTLE LATER

               Johnny and the Hot Babe exit, signing autographs for girls in
               the line.  Sue and Reed approach, glare like angry parents. 

               Johnny finds the Valet, who looks ill...his car is gone.

                                   JOHNNY
                             (looking around)
                         Where's my ride?

               The Valet blows his whistle...and a 4 X 4 solid cube of RED
               JUNK METAL slides down the street and stops at the curb in
               front of Johnny.  The Valet timidly holds out the keys...

                                   JOHNNY (CONT'D)
                         What the?!  Is that my --

               Before he can finish, Johnny gets PELTED IN THE HEAD with the
               license plate.  It rattles to the ground, face up.

               Johnny rubs the sting out of his head.  Looks up and sees Ben
               in the distance, dusting off his hands.

                                   JOHNNY (CONT'D)
                             (shouting: to Ben)
                         You're gonna pay for that, Pebbles.
                             (seeing Sue)
                         What?!

                                   SUE
                         You gave us names?  What are you, the
                         "face" of the Fantastic Four now?

               Ben marches up.  Hands balled into fists.

                                   BEN
                         It's about to be a broken face.

                                   REED
                         This isn't permanent, Johnny.  We need
                         to be careful until we're normal
                         again.

                                   JOHNNY
                         What if some of us don't want to be
                         "normal" again?  We didn't all turn
                         into monsters like --

               Ben reels back a FIST the size of an anvil.  Stops himself. 
               Instead of attacking, he starts to walk off.

               Johnny hurls a FIREBALL that SMACKS Ben in the back of the
               head.  Ben stops.  Turns around more shocked than hurt.

                                   BEN
                         Did you just --

               Ben gets hit with ANOTHER FIREBALL.  This time in the face.

                                   BEN (CONT'D)
                         Okay, that's it, tinkerbell!  You want
                         to fly?  Fly.

               Ben charges like a bull, fist cocked back, and...Reed steps
               in the way!  Too late!  WHAMM!  Ben's fist PUNCHES INTO
               REED'S CHEST, which INDENTS.  Reed's BACK EXPANDS with Ben's
               fist, PUNCHING into Johnny, launching Johnny off his feet. 

               BAM!  Johnny SLAMS into a moving ADVERTISING TRUCK, with a
               BURGER KING flame-broiled WHOPPER on the side.  WHOOSH!  He
               leaves a flaming imprint on the all-beef patty.

               The crowd stands stunned.  So do Reed and Sue.  Cameras pop. 

               Johnny slowly pulls himself up.  The paint on the truck
               begins to bubble around his hand.  Beaten, bruised, he
               stands.  Heating up.  Both his hands are now flaming fists of
               fury.

                                   JOHNNY
                         Let's see if we can get blood from a
                         stone.

               He and Ben lock eyes, with a block of sidewalk between them. 
               High Noon.  They start to RUN toward each other...

               When they are almost within range, Sue STEPS BETWEEN THEM,
               stops them both in their tracks with just a look.  Like a
               mom:

                                   SUE
                         You two need a time-out.

                                   JOHNNY
                         Blockhead started it!

               Ben just stalks off.  The crowd clears, scared.  A PAPARAZZI
               snaps a picture.  Ben GRABS his camera, and flicks the lens.

               EXT. STREETS - DAY

               Sue looks at Johnny, more disappointed than angry.

                                   SUE
                         Damn it, Johnny.

               She goes after Ben, leaving Reed and Johnny on the sidewalk.

                                   REED
                         You need to control yourself and think
                         before you --

                                   JOHNNY
                         Act.  Here we go again.  Reed, what if
                         we got these gifts for a reason?  What
                         if we have some, you know...like,
                         calling?

                                   REED
                         A higher calling like getting girls
                         and making money?

               Johnny nods, totally missing the sarcasm.

                                   JOHNNY
                         Is there any higher?

               Reed looks at him, disgusted.  Johnny waves to the crowd,
               hand flaming.  People SHRIEK, snap pictures.  Johnny smiles at
               Reed.

                                   JOHNNY (CONT'D)
                         This is who we are Reed.  Accept it. 
                         Or better yet: enjoy it.

               Johnny steps into the sea of fans.  Reed stands alone.

               EXT. STREET/ALLEY - DAY

               Sue wades through the throng of New Yorkers.  Tries to catch
               up with Ben...whose presence parts the crowd like Moses.

                                   SUE
                         Ben!  Slow down...

               Ben glances sideways at her, doesn't stop.  She catches up.

                                   SUE (CONT'D)
                         He didn't mean it.  You know Johnny. 
                         He's always been a hothead --

                                   BEN
                         It's not him.  It's them.
                             (pointing to crowd)
                         I can't live like this.

                                   SUE
                         Just give Reed a little more time.
                         You know how he works -- analyzing
                         every little step before he takes
                         one --

                                   BEN
                         It's easy for you to be patient.

                                   SUE
                         No, it's not.  I thought I was done
                         waiting for Reed... We're all in this
                         together now, Ben.

               He slows down, gets closer, intense.

                                   BEN
                         Together?  Look at me, Susie.  You got
                         no idea what I'd give...to be
                         invisible.  Your nightmare...is my
                         dream.

               She opens her mouth, but has no response.  She doesn't know
               his depth of pain.  As he disappears into the alley, we CUT
               TO --

               INT. INVESTMENT BANK - CONFERENCE ROOM - DAY

               The news plays on the TV.  Head Banker Ned Cecil freezes the
               screen on an image of...THE THING.  He turns to Victor, who
               sits with the rest of the bankers.  Cold, sterile
               environment.

                                   NED CECIL
                         This is how you "turn things around"? 
                         These freaks are on the front page and
                         your company's in the obituaries.

               Victor has a larger bandage on his face now.

                                   VICTOR
                         I have a plan to use their publicity
                         for --

                                   NED CECIL
                         Victor, stop.  The bank's lost enough
                         already.  This isn't a negotiation. 
                         It's a notification.  We're pulling
                         out.

               A cold, silent beat.  Victor leans forward.

                                   VICTOR
                         You need to look long-term here. 
                         Without risk, there's no --

                                   NED CECIL
                         Reward.  We all know the sales
                         pitch, Vic.  And frankly, we're
                         done buying... Gentlemen.

               He motions to his men.  They all stand.  Victor is the lone
               man sitting.  PUSH IN on Victor's face, his inner rage
               palpable.  A few quick surges of electricity emanate from his
               body.  This man is getting stronger, more electric.

               INT. BANK - UNDERGROUND PARKING GARAGE - DAY

               After hours.  The floor is slick with water -- puddles in
               every direction.  Ned Cecil comes out of the elevator,
               heading for his car.  As he goes, the structure lights start
               to flicker.  Ned looks up, watches the lights go out one by
               one, furthest to closest.  He looks around.  Unnerved by the
               darkness.

                                   NED CECIL
                         Hello...?

               A hanging beat.  Victor steps out from shadows.

                                   NED CECIL (CONT'D)
                             (relieved, almost)
                         Von Doom?  Gave me a little shock.  No
                         hard feelings, right?  Nothing
                         personal.

               Victor says nothing.  Ned keeps going.

                                   NED CECIL (CONT'D)
                         You know, you could always move back
                         to Latvura, start fresh.

               He mispronounces Latveria, dripping condescension.

                                   NED CECIL (CONT'D)
                         Maybe that's where you belong, back in
                         the "old country."

               That does it.  A surge of electricity courses through Victor. 
               His eyes narrow, and the electricity crackles down his leg to
               THE GROUND.  The electric spark hits the water and...

               ELECTRIC CURRENTS RACE ACROSS THE GROUND, SLITHERING
               LIGHTNING-FAST ACROSS THE WATER (like deadly electric
               snakes), heading straight for Ned.  His eyes go wide.  And...
              
               NED IS ELECTROCUTED!  His body spasms.  THUD!  He slumps,
               dead.  Smoke rises from his body.  Victor stands, power
               swelling.

               For the first time, his SCAR SPLITS OPEN, revealing a METAL
               GLOW beneath the skin.  He remains scary calm.

                                   VICTOR
                         It's pronounced Latveria.
                             (looking down at the dead body)
                         This meeting's over, Ned.

               Victor walks away, the final lights going to DARKNESS.

               INT. VICTOR'S OFFICE - DAY

               Victor enters, still adrenalized.  He turns to the light
               switch, and the lights come on.  He approaches his screens,
               and the monitors flicker to life.  His powers are growing. 

               One MONITOR rolls the news.  IMAGES of the FANTASTIC FOUR. 
               Victor leans closer, and the VOLUME automatically goes up.

                                   NEWSCASTER (ON TV)
                         ...the Fantastic Four put on quite a
                         show last night.  They landed in every
                         major headline in the northern
                         hemisphere.  In related news...

               An IMAGE of VICTOR on screen.

                                   NEWSCASTER (ON TV) (CONT'D)
                         Reports have surfaced that Von Doom
                         Industries may be filing for
                         bankruptcy.  You may remember that it
                         was Victor Von Doom who...

               Victor turns away from the screen.  The volume goes down.  He
               focuses his eyes on REED.

               Leonard enters, stepping closer, seeing the faint flicker of
               VICTOR'S METALLIC SCAR.  His eyes narrow, concerned.

                                   LEONARD
                         Sir, is everything okay?  What
                         happened to your...?

               Victor keeps his eyes on the screen, totally engrossed.

                                   VICTOR
                             (under breath, seething)
                         Reed... He got what he wanted...
                             (looking at Sue)
                         Everything he wanted...he took from me.

               He leans ever closer, so the static starts to swallow Reed. 
               A hard, deadly beat.  Victor's eyes narrow, zooming
               into...REED'S RESEARCH: SLIDES on the wall.  He zooms into
               key words:

               DANGER, UNSTABLE IONS, MUTATION, OVERLOAD.  And Victor gives
               a slow, thin smile.  A new plan forming.

                                   VICTOR (CONT'D)
                         Now I'm going to take it back.  Piece
                         by bloody piece...

               His fist clenches.  We hear METALLIC SFX.

               INT. BAXTER BUILDING - TRANSFORMATION LAB - DAY

               Reed enters the room carrying a stack of boxes that no normal
               man could balance.  But he is not normal.  His arms are
               wrapped around the boxes five times over -- like human twine. 
               He stops short, and drops the boxes when he sees...

               VICTOR overseeing a group of TECHNICIANS.  They are boxing up
               Reed's work -- all of his equipment, research.  Victor wears
               a bandage, covering his scar.  Reed eyes a glint of METAL.

                                   REED
                         Victor, are you...are you okay? 

               Victor turns away.

                                   VICTOR
                         Don't worry about me.  Worry about
                         yourself.

               Reed looks around, seeing his lab turned inside out.

                                   REED
                         What are you doing here?

                                   VICTOR
                         What I should have done a long time
                         ago.  Applications and patents, Reed. 
                         This all belongs to me.

               Reed reaches out, grabbing a folder from a box.

                                   REED
                         But I'm not done with the machine --

                                   VICTOR
                         Which is precisely the point.
                         Analysis is over.  It's time for
                         action.  My men could have mass-
                         produced this by now.

               Reed shakes his head, defending himself.

                                   REED
                         Mass-produced?  This isn't a
                         toaster.  You have no idea how it
                         works.

               Victor pulls the folder from Reed's hand, and whips out the
               intricate DIAGRAM of the MACHINE.  He points to parts:

                                   VICTOR
                         Re-create the storm, invert the
                         polarity here, reverse the mutation
                         there.  Don't talk to me like I'm some
                         schoolboy.  I've got the same Phd you
                         do.

               Reed is a little surprised that Victor is so familiar with
               his machine.  He points to a SECURE CHAMBER on the blueprint.

                                   REED
                         The storm needs to be handled exactly
                         right, or it could make our mutations
                         worse, much worse, maybe even kill
                         us...

               Victor slows.  Is Reed getting to him?  Or giving him ideas?

                                   REED (CONT'D)
                         Victor, please.  We need time to
                         verify the data... We can't afford any
                         mistakes -- there's only enough ions
                         for two or three attempts.

               Victor considers.  He seems to enjoy watching Reed dangle.

                                   VICTOR
                         Reed.  I'm not asking permission.
                             (a final verdict)
                         We'll build it, while you check the
                         specs.

               Victor walks out.  Reed looks unsure, as we CUT TO --

               INT. BAXTER BUILDING TRANSFORMATION LAB - DAY

               The SHIELDS slowly rise.  FIVE TECHNICIANS go to work.  They
               wear the VDI jackets.  Reed watches, worried.

               Sue enters.  She sees the shields, the technicians, the VDI
               logo.  And she is deeply worried.  She steps over to Reed. 
               Sparks fly behind them.  Drills scream.

                                   SUE
                         Can I talk to you?

               INT. BAXTER BUILDING - REED'S OFFICE - DAY

               Sue steps into the office, followed by Reed.  Quiet, urgent:

                                   SUE
                         Don't let Victor push you into making
                         a mistake --

                                   REED
                         He was going to take away all my data,
                         equipment --

                                   SUE
                         Better than your life.  Victor's not
                         the one who has to get into that
                         thing.  We are.

               Reed starts to snap, losing his studied cool.

                                   REED
                         Which is why I'm working twenty hours
                         a day, checking every variable --

                                   SUE
                         Every variable but yourself.  You
                         don't eat, sleep.  You can't live in
                         your head like --

                                   REED
                             (finally losing it)
                         I'm not the only one in there.  I got
                         you, Vic, Ben, Johnny, all rattling
                         around in there.

               Sue stands there, shocked by his outburst.  A beat.

                                   SUE
                         So clear it out.  Get out of your
                         head.  Get out of here...

               He looks at her, knowing what she means.  Where she means.

               EXT. BROOKLYN STREETS - DAY

               Ben nearly knocks people over as he stomps down the street,
               mind tossing and turning.  People stare, point.  A LITTLE
               GIRL and FRIEND run up to him.

                                   LITTLE GIRL
                         Mister, Mister!  Please help me!  My
                         kitty is stuck in a tree.

               She gestures to a tree next to Ben.  Looks up.

                                   LITTLE GIRL (CONT'D)
                         Please save Miss Lucy.

               Ben rolls his eyes.  Looks up.  Considers climbing the tree,
               but thinks better of it.  He has another idea...

               Ben grabs the tree with one hand, and starts shaking the crap
               out of it.  MEEEEEEOOOOOOOWWWWRRRRRRR!!!!

               The cat falls into frame.  At the last instant, Ben sticks
               out his hand and the cat lands safely in his palm.  He hands
               the cat to the girl.  Barely acknowledges her profuse thanks. 
               He just moves on.

               EXT. ANOTHER BROOKLYN STREET - NIGHT

               Ben passes a window in a gallery, and almost misses A LARGE
               SCULPTURE of his bust.

               He stops, steps back to take a look.  It's exquisitely
               rendered, capturing not just brute physicality, but the
               haunting anguish in his eyes.  Ben is amazed, and touched,
               but...

                                   BEN
                             (under breath)
                         Eyebrows are a little big...

               A beat.  He stares at these images of himself.

                                   VOICE (O.S.)
                         I figured the only way to get you here
                         was to stick that in the window.

               He turns to see...ALICIA in the doorway.

                                   BEN
                         How'd you know it was me?

                                   ALICIA
                         I'm blind, not deaf.  Wanna come in?

               He steps toward her.  But he sees...a PARTY in the back part
               of the gallery.  Ben pauses, a little insecure.

                                   BEN
                         I'm not really dressed for a party.

                                   ALICIA
                         Relax, it's casual.

                                   BEN
                         No, I mean...I'm a little...dusty... 

               She smiles, a thought forming, as we CUT TO --

               INT. GALLERY - STUDIO - NIGHT

               WHOOSH!  A SCULPTOR'S HOSE sprays a thin stream of water at
               BEN.  Alicia cleans Ben with her hands, using thin CARVING
               CHISELS for his cracks.  Intricate, intimate work.

               Ben enjoys every moment.  He eyes a couple, large PUPPETS in
               the corner.

                                   BEN
                         Those yours too?

                                   ALICIA
                         My step-dad's.  I'm strictly into
                         stone.  I was wondering when you'd
                         walk by.

                                   THE THING
                         You know, you could'a run an ad in the
                         personals.

                                   ALICIA
                         "Sensual blind chick seeks three-ton,
                         rock-hard he-man for deep spiritual
                         relationship."

                                   THE THING
                         This ain't permanent.  My friend
                         Reed's working on a cure...I think.

               She gets closer, running her hands across his arm.

                                   ALICIA
                         Bennie.  You feel pretty good as is.

               Ben bristles.  He doesn't want to stay this way.

                                   THE THING
                         You don't know what it's like out
                         there.  Walking around like some kind
                         of circus freak.  People staring,
                         whispering --

                                   ALICIA
                         I wouldn't know anything about that.

                                   THE THING
                         I mean...

                                   ALICIA
                         Tell me.  When you grew up in
                         Brooklyn, how many astronauts did you
                         know?
                             (a beat)
                         You went your own way then.  You
                         didn't listen to people.  So why start
                         now...?

               As he ponders that, we hear a CROWD SWELLING on the CUT TO --

               EXT. STREET - NIGHT

               Fans swarm JOHNNY.  He signs autographs, poses for pictures. 
               Then his eyes move to...an incredibly long stretch LIMO.  A
               tinted window rolls down.  Victor's face emerges.

                                   VICTOR
                         Need a ride, Johnny?

               EXT./INT. LIMO - NIGHT

               Johnny climbs in, sees...three impossibly gorgeous MODELS.

                                   VICTOR
                         A few fans.  Hope you don't mind.

                                   JOHNNY
                         Gotta take care of the fans, right? 

               He smiles, sitting down in the middle of them.

                                   VICTOR
                         Look, I built my business knowing what
                         people want.  And right now, the
                         people want you.

               Johnny eyes the models, all lusting.

                                   JOHNNY
                         And we don't want to let the people
                         down now, do we?

                                   VICTOR

                         No we don't.  Which is why we need
                         to strike while the iron's hot. 
                         I'm talking action figures,
                         videogames, sponsors --

                                   JOHNNY
                         Videogames?  You serious?

               Victor nods, knowing he has Johnny on the hook.

                                   JOHNNY (CONT'D)
                         You talk to Reed and Sue about this?

                                   VICTOR
                         Johnny.  Let's be honest here.  Ben,
                         Reed, Sue.  Good people, all.  But
                         stars?
                             (shaking his head, a beat)
                         I don't want to break up the band, but
                         you're the one they want.  Don't you
                         think it's time to go solo...?

               Victor subtly nods to the models.  They envelop Johnny.

                                   VICTOR (CONT'D)
                         Take the car for a spin.  Think about
                         it.  Is this the life you want?  Or
                         would you rather live in Reed's
                         lab...?

               The car stops.  Victor gets out.  He stands on the pavement. 
               As he shuts the door, we see the women climbing onto Johnny. 
               The door shuts, and...

               WHHHMMMPF!  The windows all suddenly STEAM UP!

               INT. HAYDEN PLANETARIUM - NIGHT

               STARS on the ceiling.  A VOICE drones about the galaxy.  In
               the LAST ROW, we find: Reed and Sue.  Reed is thinking about
               work.

                                   REED
                         I could get Ben to tap into the
                         Baxter's main power to generate enough
                         voltage --

                                   SUE
                         Reed.  Shh.  Just be quiet.  And look
                         up.

               He slowly looks up.  The stars seem to calm him.

                                   SUE (CONT'D)
                         Remember our first date here...?  God,
                         I was so nervous.

                                   REED
                         You were?

                                   SUE
                         Of course I was.  I'd read all your
                         papers on bioethics.  Some of them two
                         times just so I'd have something to
                         say to you.

               Reed smiles softly, thinking back.

                                   REED
                         You know, I bribed the projectionist
                         ten bucks to keep it open late?

                                   SUE
                         I gave him twenty.

               They laugh.  Sue looks up to the stars.  Quiet:

                                   SUE (CONT'D)
                         I didn't want that night to end.

               Reed looks at her.  Wrestles with a decision.  Then quietly:

                                   REED
                         Sue, you were right.  It wasn't
                         complicated.  I just wasn't ready to
                         be...to become...
                             (a beat)
                         You can be a little intimidating. 

               She knows.  He trails off.  Sue looks at him.

                                   REED (CONT'D)
                         You always talked about how you liked
                         the kind of man who could approach
                         you...speak his mind.  One who wasn't
                         afraid to tell you what he wanted.

                                   SUE
                         I did.  I did, Reed...but I wanted
                         you to be that man.

               Someone SHUSHES them.  They slump down further.  Closer.

                                   SUE (CONT'D)
                         When I walked out, I waited ten
                         minutes outside your door.  Ten. 
                         Waiting for you to come find me.

                                   REED
                         Why didn't you say something?

                                   SUE
                         That would have kinda defeated the
                         purpose.  And Reed...
                             (closer, emotional)
                         I'm saying it now.

               Their eyes lock.  A heated beat.  No more secrets.  Their
               faces are close.  A kiss is coming.  Closer, closer.  Sue
               disappears.

                                   SUE (CONT'D)
                             (quiet, playful)
                         Come find me.

               Reed tentatively leans into the kiss, and...

                                   SUE (O.S.) (CONT'D)
                         That's my nose, genius... These are my
                         lips.

               Reed's face is SQUEEZED on both sides by Sue's invisible
               hands.  She pulls him into a KISS.  Lips touch.  Soft,
               tender.  Stars twinkle.  And we slowly DISSOLVE TO --

               EXT. KIRBY GALLERY - NIGHT

               Ben and Alicia step out together.  The crowd quiets, turns. 
               A few whispers flutter.  Alicia leans close to Ben, and slips
               her arm into his.  The party goes back to normal.

                                   ALICIA
                         Look around.  I'll get us drinks. 
                         They always let blind girls cut the
                         line.

               She walks off.  He watches her go.  The way her hair moves. 
               The lines of her neck.  The light on her skin.  This woman is
               the most beautiful thing Ben has ever seen.  He's falling
               hard.

               Ben steps through the crowd.  The swanky guests give strained
               smiles, polite.  Ben is starting to feel comfortable here. 
               He keeps his eyes on Alicia, who talks to guests.
               
               Ben hangs back, happy to watch her.  A few patrons pass him,
               thinking he's just an inanimate statue.

                                   PATRON
                         I don't know about this one.  It lacks
                         a certain...realism.

               Ben keeps his eyes on Alicia.  He overhears two BOHEMIAN
               GIRLS, who assume he's a statue.

                                   BOHEMIAN GIRL #1
                         She's always had a thing for runaways
                         and strays, but this is ridiculous.

                                   BOHEMIAN GIRL #2
                         I know.  Did she really think these
                         sculptures would sell?

                                   BOHEMIAN GIRL #1
                         Like anybody would want this thing in
                         their house.  That girl's a one-woman
                         charity.

               Ben just stands there, frozen.  His eyes dart around the
               room, paranoid now.  Aware of people staring, laughing.  He
               glances at Alicia, who giggles at something else.  Ten
               seconds ago, this would have been dreamy.  Now it's damning. 

               We stay with Alicia, who cuts through the crowd, emerging
               where she left Ben.  She has a PITCHER of wine in hand for
               him.  But Ben is gone.  She looks disappointed, hearing his
               heavy FOOTSTEPS get softer and softer in the distance. 

               THUNDER booms on the CUT TO --

               EXT./INT. DINER - NIGHT

               A pitstop in Queens.  Heavy RAIN swims down windows.  BEN
               sits at the COUNTER, with his hat pulled low, coat tight. 
               Nobody sits within four chairs of him.  He sips coffee in a
               metal bowl.  A long beat.  Then...

                                   VICTOR (O.S.)
                         This seat taken?

               Ben turns to see...VICTOR.

                                   BEN
                         What are you doing here?

                                   VICTOR
                         I'm worried about you.

                                   BEN
                         About me?  How sweet.

                                   VICTOR
                         Come on.  Let me buy you something to
                         eat.  Looks like you could use the
                         company.

               Ben considers.  A man deeply alone.  A beat.

               INT. DINER - LATER

               Victor and Ben sit in a window booth.  A waitress sets a
               foothigh stack of pancakes in front of Ben, removes huge
               plates he's just cleared.  Victor's aware of the other
               customers in the diner staring at Ben.  Ben burps: it rattles
               the plates.

                                   THE THING
                         'Scuse me.

                                   VICTOR
                         I know it can't be easy.  Life hasn't
                         changed that much for Reed, Sue and
                         Johnny.  At least they can go out in
                         public.  But for you?  People staring.
                         Whispering behind your back...

                                   THE THING
                         If you're trying to cheer me up you're
                         doing a helluva job --

                                   VICTOR
                         I'm just saying, I know what it's like
                         to lose something you love.  To see it
                         slip away, and know it's never coming
                         back.

               The Thing shoves a huge piece of pie in his mouth.

                                   THE THING
                         Reed's gonna fix me up --

                                   VICTOR
                         For your sake I hope you're right. 
                         I'm sorry if that sounds a little
                         skeptical.

                                   THE THING
                         Skeptical...?

               Ben doesn't trust him.  But Victor is hitting pressure
               points.

                                   VICTOR
                         Look, he's a brilliant man, we should
                         trust he's working as hard as he can. 
                         You're his best friend.  So what
                         possible reason could he have for
                         taking his time?
                             (a beat)
                         I mean, other than getting close to
                         Sue?

               Off The Thing: a seed of doubt has been planted.  He can't
               help but find truth in the words.  And we CUT TO --

               INT. BAXTER BUILDING - TRANSFORMATION LAB - NIGHT

               Reed and Sue return, laughing quietly, bodies close.  Reed
               turns on the lights, and they flinch when they see...BEN.  He
               sits waiting, scowling.  They stop laughing immediately.

                                   BEN
                         Yeah, I have that effect on people.

               The construction of the TRANSFORMATION CHAMBER is complete. 
               The Technicians are gone now.

                                   REED
                         Ben --

                                   BEN
                         Oh, you remember my name do you?  You
                         happen to remember what you swore to
                         do with every breath in your body?

                                   REED
                         We're working as hard as we can --

                                   BEN
                         Yeah.  I can tell.  Victor was right.

               He motions to Reed and Sue together.

                                   REED
                         Come on, this is nothing.

               Sue looks a little hurt.

                                   BEN
                         Glad "nothing" could take you away
                         from your work.

                                   REED
                         Ben, I don't know if this thing'll
                         change us back or make us worse. 
                         I need you to be patient for a little
                         while longe--

               He POKES his finger into Reed's chest, which INDENTS around
               it like the Pillsbury Doughboy.  Ben pushes Reed back.  Hard.

                                   BEN
                         Look at me, Reed.  Look at me!

               He grabs Reed's face, his fingers INDENTING the skin.  He
               THROWS Reed back.  Reed slams down to the ground.

                                   REED
                         I am looking.  That's why I can't make
                         a mistake!  I've got to get it right,
                         and it's not right yet!  We need to
                         test this.

               Ben shakes his head, looking down at Reed.

                                   BEN
                         I spent my whole life protecting you,
                         from the schoolyard to the stars.  For
                         what?  So you could play Twister with
                         your girlfriend while I'm the freak of
                         the week?

               Reed tries to stand, but Ben KNOCKS him back.  Reed slams
               into the wall, and stays down this time.

                                   SUE
                         Ben!  Stop it!  Or I'll stop it.

               She starts to raise her hands to throw force-fields.

                                   BEN
                         Stay out of this Susie.

               As Ben turns to her, Reed takes this opportunity to WRAP Ben
               up like a python.  They struggle.  Ben runs back into a wall
               to shake Reed.  Their faces are close, heated.

                                   BEN (CONT'D)
                         Good thing you're flexible enough to
                         watch your own back.  'Cause you're on
                         your own now.

               Ben seems to relax and Reed lets go.  Ben walks out.  Sue
               comes to Reed's side.  He's bleeding.

                                   REED
                         I'm OK.  Just go, go after him.  Stop
                         him.

               She heads out.  Reed slowly stands.  He looks at the
               transformation machine.  It's not ready.  But...Reed steps
               toward it.  As he walks, his image goes grainy in --

               INT. VICTOR'S OFFICE - NIGHT

               Victor gets closer to his screens, watching Reed's every
               step.  This is what Victor has been waiting for.  His screens
               flicker with static -- he's too close, but he can't pull
               back.  He sees: REED TURNS ON THE MACHINE.  Hits a countdown. 
               And he grabs his UNIFORM...

               INT. BAXTER BUILDING - HALLWAY - NIGHT

               Sue hustles down the long hall.  Ben turns a corner, passing
               the elevators, heading toward a FREIGHT ELEVATOR.  She gets
               there too late.  Doors close, going down.

               INT. BAXTER BUILDING - GROUND FLOOR - NIGHT

               Ben pounds across the lobby.  He sees Johnny coming in.

                                   JOHNNY
                         Christmas come early!  Check it out!

               He holds up an ACTION FIGURE of BEN: a horribly bloated body
               topped by a tiny pinhead.  Johnny pushes a button and --

                                   BEN ACTION FIGURE
                         IT'S CLOBBERIN' TIME!

               WITH ONE ARM, Ben shoves Johnny into a wall.  With his other
               hand, Ben grabs the toy and SMASHES it into the wall, inches
               from Johnny's head.  The toy lodges into the plaster.

                                   JOHNNY
                         Hey!  That's a prototype!

                                   BEN
                         Go back to the drawing board.

               He strides away.

               INT. BAXTER BUILDING - GROUND FLOOR - NIGHT

               DING.  Sue speeds out of the elevator.  No sign of Ben.  She
               runs into...JOHNNY who shakes off the encounter.

                                   SUE
                         Johnny?  Did you see Ben?

                                   JOHNNY
                         Yeah, for the last time, I hope.  I'm
                         done with this freak show.  I'm moving
                         back to the real world.

                                   SUE
                         Is that what you call it?  "Real"?

                                   JOHNNY
                         At least it beats living in a lab like
                         somebody's science project.

               This hits home.  Sue is quiet.  Johnny turns to go.

                                   SUE
                         Johnny, slow down.  Think.  You know
                         mom didn't raise us to --

                                   JOHNNY
                         Look around, sis!  She's not here.  So
                         you can stop talking to me like I'm
                         your little boy --

                                   SUE
                         As soon as you stop acting like one. 
                         Come on, you're smarter than this. 
                         You think those people out there care
                         about you?  You're just a fad to them.

               He pulls away from her, taking a step out the door.

                                   JOHNNY
                         Let's try something new: you live
                         your life.  And I'll live mine.
                             (beat)
                         And just for the record: they LOVE
                         me.

               He strides into the night, leaving Sue alone.  A dark night. 
               The Fantastic Four is no more.  The family is split apart.

               INT. BAXTER BUILDING - TRANSFORMATION LAB - NIGHT

               The transformation chamber is up and running.  Numbers count
               down.  The storm swirls in the chamber.  Reed now wears the
               UNIFORM.  He opens the door:

               HE'S GOING TO USE IT ON HIMSELF.  HE IS FINALLY TAKING
               ACTION.

               INT. VICTOR'S OFFICE - NIGHT

               Victor sits enthralled.  He leans forward, breathless.

               INT. BAXTER BUILDING - TRANSFORMATION LAB - NIGHT

               Reed gets closer.  His heart races.  So does Victor's.  A
               moment of truth for both of them.  REED STEPS INTO THE
               MACHINE.

               Reed looks up at the cosmic storm.  He opens his arms, ready
               to risk his life.  And...WHHHM!  He JOLTS in JUMP-CUT-MOTION,
               RECONFIGURING, JERKING out of control, and we CUT TO --

               VICTOR'S OFFICE - NIGHT

               His screens GO BLACK.  He looks out the window to see...a
               flash atop the BAXTER BUILDING.  The tip of the Baxter glows. 
               The rest of its lights GO OUT, FLICKERING in a power surge.

               INT. BAXTER BUILDING - GROUND FLOOR - NIGHT

               Lights go haywire.  Sue knows immediately...

                                   SUE
                         Oh god, Reed.

               INT. BAXTER BUILDING - TRANSFORMATION LAB - NIGHT

               Lights flicker in darkness.  The door rips open.  Sue lunges
               inside.  She sees through smoke and sparks...REED sways in
               the chamber.  A beat.  Did it work?  Then...

               Reed SLUMPS TO THE GROUND.  His eyes flutter back.  Dead...? 
               His body is warped, twisted -- one half remains tense, hard,
               while the other half is loose, soft, almost melted.

                                   SUE
                         What did you do, Reed?  What did you
                         do?

               INT. VICTOR'S OFFICE - NIGHT

               Victor watches every second on his monitors.

               INT. BAXTER BUILDING - TRANSFORMATION LAB - NIGHT

               Sue struggles to lift Reed -- half of his body is STRETCHED
               OUT, devoid of any semblance of bone structure.  One side of
               his face looks like it's MELTING OFF.

                                   REED
                         I can...make it work.

                                   SUE
                         Reed, stop, you need to rest your --

                                   REED
                         The power...I need...more power...to
                         control...the storm --

                                   SUE
                         You need a doctor.

               Reed loses consciousness.  Sue carries him out.

               INT. VICTOR'S OFFICE - NIGHT

               Victor watches, his eyes narrow, looking at his hands.

                                   VICTOR
                         More power...?

               He reaches out for his phone, and...his SPEAKERPHONE
               AUTOMATICALLY TURNS ON.  His powers growing.

                                   VICTOR (TO PHONE) (CONT'D)
                         Leonard.  Bring me our lab rat.

               EXT. UNDER THE BROOKLYN BRIDGE - NIGHT

               Ben sits alone, looking at city lights.  A man without a
               home.  Without a family.  A hard beat.  HEADLIGHTS slash
               across Ben.  He slowly turns, blinded in the lights of...a
               LIMO.

                                   LEONARD
                         Ben!  They need you back at the Baxter
                         building.  It's...Reed.

               Ben considers.  Despite it all, he's a good friend.  And a
               good man.  As he gets into the car, we hear THROBBING MUSIC
               IN --

               INT. MANHATTAN NIGHT CLUB - NIGHT

               LOUD MUSIC and PULSATING LIGHTS.  A young crowd dances and
               grinds to the beat.  Among the colorful lights, STREAKS OF
               FLAME swirl around the ceiling.  We follow them to:

               A BALCONY, where we see JOHNNY sitting in a cozy VIP section. 
               He's surrounded by "groupies" climbing over each other to get
               a look at his various parlour tricks.

               He leans closer to a YOUNG WOMAN.  Closer.  Candles around
               them start to melt.  Beads of sweat drip down her face.

                                   JOHNNY
                         What do you say we get out of here? 

               She pauses.  And...a very LARGE MAN steps up.

                                   JOHNNY (CONT'D)
                         This your boyfriend?

               The Boyfriend doesn't look too happy.

                                   BOYFRIEND
                         Is that all you do?  Bar tricks and
                         stealing chicks...

               Johnny does one more trick...taps the guy's drink...igniting
               it into a burst of flame.  The Boyfriend drops the glass,
               which SMASHES on the ground...catches the floor on fire.

               The boyfriend quickly moves in and stamps it out.

                                   GIRLFRIEND
                         What are you doing?!  You could have
                         burned somebody!

               The boyfriend takes his girlfriend's hand, they start to walk
               off.  She turns back for one last comment...

                                   GIRLFRIEND (CONT'D)
                         You know, if I had your power I'd be
                         doing something with it, not wasting
                         my time doing cheap bar tricks,
                         hitting on some other guy's girl.

               Johnny looks a little embarrassed.  The couple leaves. 
               Johnny glances around.  His FANS look down, away.  He sees
               how quickly they can turn.  The crowd parts slightly.  He
               looks very alone.

               INT. TRANSFORMATION CHAMBER - NIGHT

               Leonard leads The Thing inside.  The ominous chamber sits
               with its door open.  Victor enters from the control station.

                                   VICTOR
                         Ben, come in.

                                   BEN
                         What is this?  Where's Reed?

                                   VICTOR
                         Where do you think?  With Sue.

               Ben looks at the flickering lights.  Suspicious.  Victor
               turns to Leonard, who looks a little scared by this dark
               room.

                                   VICTOR (CONT'D)
                             (quiet)
                         I'll take it from here, Leonard.

               Leonard nods, all too eager to get the hell out of here.

                                   LEONARD
                         Yes sir.

               Leonard disappears fast, as Victor turns back to Ben.

                                   BEN
                         What do you want, Vic?

                                   VICTOR
                         To help you.  I've run every test
                         known to man.  And they all yield the
                         same result: the machine is ready.

               Ben shakes his head, wanting to believe, but...

                                   BEN
                         Reed said it'd be weeks till --

                                   VICTOR
                         He also said we'd avoid that storm in
                         space.  And we know how that turned
                         out.

               Ben nods.  Reed was wrong before.  Ben gets closer to the
               machine, drawn to it.  He wants to believe, so badly.

                                   VICTOR (CONT'D)
                         He couldn't generate enough power for
                         the machine to reach critical mass. 
                         Yet another mistake for "Mr.
                         Fantastic."

                                   BEN
                         And you can?  Power it up?

               Victor stands in shadows, but we see the tiniest little SPARK
               around him.  The lights...?  Or his skin...?

                                   VICTOR
                         Yes.  I've found a new energy source.

               He keeps his arm behind his back -- his fingertips course
               with ELECTRICITY.  It starts to build, sparking up his arm.

                                   VICTOR (CONT'D)
                         Tell me...do you want to be Ben Grimm
                         again?

               Ben keeps his eyes on the machine.  His dream is alive.

                                   BEN
                         Let's do it.

               INT. TRANSFORMATION CHAMBER - NIGHT

               The chamber doors open.  Thing enters.  He looks around this
               sterile box.  An animal in a cage.  Victor pushes a control;
               the doors of the chamber slowly close and seal.  Thing shuts
               his eyes.  He just wants to be Ben again.

               FROM THE CONTROLS: Victor initiates the transformation
               sequence.  As lights go on inside the chamber, they dim in
               the lab.  Energy pumps into the chamber.  The storm swirls
               faster.  Lights flicker...there's not enough power, until --

               -- Victor walks over...grabs hold of the machine with both
               hands...and WHHHM!  A countdown begins in the control panels. 

               SLOW MOVE IN on the chamber, The Thing's face in the window. 
               The chamber activates.  The storm strikes hard.

               The Thing opens his mouth, a beat, then he screams in agony. 
               Struggling violently inside.  To escape?  Extend the moment:
               Condensation obscures the chamber window: The Thing vanishes.

               EXT. MANHATTAN SKYLINE - NIGHT

               The city lights fill the sky, and give it a quiet, eerie
               glow.  Suddenly, a BRIGHT FLASH emerges from the window of
               the Baxter Building.  The rest of the city lights dim
               slightly.

               INT. BAXTER BUILDING LIVING QUARTERS - NIGHT

               Reed lies in bed, weak, recuperating.  When the power surges,
               we MOVE in on him: he looks up in alarm, knowing that
               someone's using the chamber.  He starts to get out of bed,
               straining to stand with every muscle left in his body.

               INT. BAXTER BUILDING - MEDICAL SUPPLY ROOM - SAME TIME

               Sue sifts through a cabinet full of medications.  The lights
               dim.  Power failure.  She looks up...

               EXT. CLUB - NIGHT

               Johnny walks alone.  A WAVE OF LIGHT spreads through the sky. 
               He looks up.  His eyes adjust to the blast, as he realizes
               where it's coming from.  He starts RUNNING toward the Baxter.

               INT. BAXTER BUILDING - REVERSION LAB - NIGHT

               INSIDE THE MACHINE, the RED CLOUD swirls with debris,
               crackling with light.  The chamber rattles dangerously, as
               the power seems to SHAKE the very foundation of the building. 

               And then it's over.  The light dies down...somewhat.  It
               still pulses along with the chamber.  The chamber door SLIDES
               OPEN.

               Beat.  And...BEN GRIMM steps out.  Not The Thing.  No more
               rocks.  BEN GRIMM.  Naked, tired, but finally A NORMAL MAN. 

               He slips on his trench-coat -- now way too large.  He
               collapses.  He stares at his hands, his arms...it worked.

                                   BEN
                         Oh my God... Th-thank you.  THANK
                         YOU...VIC?!

               Ben sees a SPARK in shadows.  That spark is...

               VICTOR'S ARM.  Victor steps forward, and reveals himself to
               Ben: ELECTRICITY PUMPS THROUGH HIS BODY.  His skin is part
               flesh, part metal.  Cheekbone exposed, steel tissue.

               HE IS DOOM.

                                   BEN (CONT'D)
                         Vic... What the...?

                                   DOOM
                         Everyone thought I was safe behind
                         those shields...

                                   BEN
                         Victor, the machine worked for me.  It
                         can work for you --

                                   DOOM
                         It did, Ben.  It worked perfectly. 

               Ben starts to realize...

                                   BEN
                         You planned this...?

               Doom smiles, reaches out his hand -- ELECTRICITY builds from
               his shoulders, coursing down his arms to his fingertips.

                                   DOOM
                         I've always wanted power.  Now I've
                         got an unlimited supply...

                                   BEN
                         And no Thing to stand in your way. 

               DOOM smiles, nods, stronger than Ben now.

                                   DOOM
                         Take a good look, Ben.  This is what a
                         man looks like who embraces his
                         destiny.

               Doom clenches his fist and BLASTS Ben, sending him flying
               backwards across the room -- knocked unconscious.

                                   DOOM (CONT'D)
                         One down, three to go.

               Suddenly, WHOOSH!  The lab door flies open.  Reed enters. 
               Doom steps back into the shadows.

                                   DOOM (CONT'D)
                         Right on cue.

               Reed's eyes go wide.  He sees Ben crumpled in the corner.

                                   REED
                         Oh god Ben.  Are you okay?
                             (amazed)
                         You did it, you really did it...

                                   DOOM
                         No, Reed.  I did.

               Reed slowly turns to see...DOOM.  His body, his face.

                                   REED
                         Victor...?  What, what happened to
                         you?  What did you do to your --

                                   DOOM
                         Exactly what I said I would: I built a
                         better, stronger being.  And
                         outsmarted the great Reed Richards --

                                   REED
                         Victor, this isn't the way to --

                                   DOOM
                             (a dark smile)
                         You always know best.  So tell me. 
                         What happens when you superheat
                         rubber?

               Doom BLASTS an electrical BOLT at Reed, KNOCKING Reed through
               the huge window!  Reed's body RUBBER-BANDS from the blast.

               EXT. BAXTER BUILDING - NIGHT

               Reed SLINKIES down the face of the building, skin rippling.

               INT. BAXTER BUILDING - REVERSION LAB - NIGHT

               Doom looks out the window, smiling at his old friend's fall.

               INT. BAXTER BUILDING - FRONT LOBBY - NIGHT

               DING!  The elevator opens.  Doom strides out.  He passes our
               friend O'HOOLIHAN, who looks scared.

                                   O'HOOLIHAN
                         Mr. Von Doom?  Are you oka--

               Doom casually SWIPES, sending him through revolving doors.

                                   DOOM
                         Never better, Jimmy.  And it's Doctor
                         Doom now.

               EXT. BAXTER BUILDING - NIGHT

               Reed MELTS down the sides of an AWNING, like a Salvador Dali
               watch.  He tries to GRAB HOLD of window ledges, but he can't
               get a grip.  His ARM streeetches, and SNAP!  He falls like a
               SLINKY, out of control.  Half his body loose, half hard.

               He drips to the sidewalk, where...Doom steps out.  He catches
               Reed's face, holds it close.

                                   DOOM
                         Why the long face?

               Doom whips Reed into the night.  As Doom turns, people cower,
               horrified by his face.  They clear out, and...

               Doom sees his REFLECTION in a window: scarred skin, metallic
               veins.  A monster.  Infuriated, he SHATTERS the window with
               an iron fist, and bounds into the night.

               INT. BAXTER BUILDING - LATER - NIGHT

               Smoke billows, windows are shattered.  Sue races inside,
               seeing Doom's devastation.  Silence, deadly silence. 
               Then...she sees a pile of WRECKAGE shift.  BEN crawls out.

                                   SUE
                         Ben?!

               She helps him out of the rubble.  He is beaten, battered.

                                   JOHNNY (O.S.)
                         Sue!

               Johnny comes running in.  He sees the wreckage.

                                   JOHNNY (CONT'D)
                         I'm sorry, sis, for leaving you guys --

                                   SUE
                         No, I'm sorry, for pushing you out.

               He nods.  A beat between them.  He looks around, sees Ben.

                                   JOHNNY
                         Jesus, Ben!
                             (eyeing him)
                         I go away, look what happens.  You got
                         a lot of explaining to do.

               He motions to the wreckage.

                                   BEN
                             (struggling, weak)
                         The machine works.  And Vic's gone
                         Mister Hyde on us --

                                   JOHNNY
                         Really?  With a name like Von Doom? 
                         Never saw that one coming.

               Sue looks around.  Only one question.  Dead serious:

                                   SUE
                         Where is Reed?

                                   BEN
                         Victor must've taken him.

               INT. VON DOOM - CONFERENCE ROOM - NIGHT

               Doom sits at the head of the table in an eerie parallel to
               the opening scene.  Those mysterious CRATES loom in shadows. 
               He wears a green HOOD, and METAL MASK over his scarred face. 

               Doom's eyes turn toward...the other end of the table.

                                   DOOM
                         Chemistry 101, Part Two.  What
                         happens to rubber when it's super-
                         cooled?

               We now see what he sees: Reed sits in a chair with TUBES
               INJECTED into his skin FREEZING HIM SOLID!  Ultra-cold vapor
               coats him.  Doom steps closer, a sadistic smile.

               Reed tries to move but can't even ball his hand into a fist.

                                   DOOM (CONT'D)
                         Allow me.

               He PRESSES DOWN on one of Reed's fingers, which makes a
               horrific CRACKING SOUND.  Reed's face twists with pain.

                                   DOOM (CONT'D)
                         Painful...?

               Doom seems to enjoy every CRACK.  He leans closer.

                                   DOOM (CONT'D)
                         You don't know the meaning of the
                         word.

               Doom lets up on Reed and reaches into a crate, and pulls out
               a military-issue ROCKET-LAUNCHER.  He aims at the city
               skyline, locking onto his target: JOHNNY STORM.

                                   DOOM (CONT'D)
                         But you will.

               Johnny's HEAT SIGNATURE glows.  The screen flashes: TARGET
               ACQUIRED.  Doom looks back at Reed, his launcher aimed
               casually over his shoulder.

                                   DOOM (CONT'D)
                         Flame off.

               BOOOOM!  He fires without looking!  A MISSILE blasts into the
               sky.  THE MISSILE LIGHTS UP THE DARK NIGHT beginning its wide
               turn towards its target.

               INT. BAXTER BUILDING

               Johnny, Ben, and Sue hear the missile being fired and turn to
               the window -- it BANKS, coming STRAIGHT for them.  They move
               to --

               EXT. BAXTER BUILDING BALCONY - NIGHT

               Johnny rushes toward the edge, to get a good look at the
               missile streaking closer.  As he moves, the missile SHIFTS
               slightly with HIS MOTION!  His eyes narrow, thinking.

               He FLAMES ON a HAND.  He waves his flaming hand, and the
               MISSILE locks onto the fire!  Johnny darkens, realizing...

                                   JOHNNY
                         Great.  Heat-seeker.

               His mind races.  He makes a decision, and steps up onto the
               ledge, hundreds of feet above the street.

                                   SUE
                         What are you doing --

                                   JOHNNY
                         Sis.  Let me take care of you for
                         once.

                                   SUE
                         But Johnny...you can't fly.

               Johnny considers, a half-beat.  He looks out.  Under breath:

                                   JOHNNY
                         Well then this'll be one hell of a
                         basejump.

               Sue reaches out to stop him, but Johnny DIVES HEROICALLY OFF
               THE EDGE!  He FLAMES ON!  The missile follows his arc.  As he
               drops, his clothes BURN OFF, revealing his UNIFORM.

                                   JOHNNY (CONT'D)
                             (under breath)
                         Come on...come on...come on...

               He falls lower, lower.  And...he...BANKS!  SWOOPS UP! 
               FLYING!

                                   JOHNNY (CONT'D)
                         FLAME ON.

               Sue watches, with fear, and a hint of pride.

                                   BEN
                         We need to help Reed --

               Sue shakes her head, sympathetic.

                                   SUE
                         Ben, you got what we all wanted. 
                         You need to stay here.  It's too
                         dangerous.

               She heads off.  Ben watches her go, helpless.

               INT. BAXTER BUILDING - REVERSION LAB - NIGHT

               Ben steps back into this ravaged room.  Through the shattered
               window, he sees Johnny's FLAMES streaking away.  A hard beat.

                                   BEN
                         What...what have I done?

               EXT. NEW YORK - NIGHT

               Johnny zigs and zags, but the missile takes every twist and
               turn, gaining on him, bearing down.  Cars slow, stop.  More
               people look up, scared, pointing at this stunning sight.

               INT. VON DOOM CONFERENCE ROOM - NIGHT

               Eerily silent.  Reed tries to move, but he is FROZEN.  He
               hears a footstep.  But the room is EMPTY.  No sign of Doom
               even.  A beat.  He hears a CREAK.  Another CREAK, closer. 
               And...

               A FREEZING TUBE starts to SHIFT.  It goes taut, clearly being
               manipulated by a hand -- an INVISIBLE HAND.  Sue APPEARS next
               to Reed, tube in hand.  She tries to stay calm.

                                   SUE
                         What has he done to you?

               Reed's eyes shift to see...Doom emerge from the darkness.

                                   DOOM (O.S.)
                         How romantic.

                                   SUE
                         Victor, please --

                                   DOOM
                         It's Doctor Doom to you.

               He steps closer.  Electrodes course over his metal skin.

                                   SUE
                         We know the machine works.  It worked
                         on Ben, it'll work on you.  We can
                         turn you back --

                                   DOOM
                         Do you really think fate turned us
                         into gods so we could refuse these
                         gifts?

               She hardens, a little force field starts to emanate from her.

                                   SUE
                         Victor.  You always thought you were
                         god.

               Doom has a hand behind his back, generating an energy blast.

                                   DOOM
                         Sue please, let's not fight.

                                   SUE
                         No, Victor... Let's.

               She HURLS a force-field at him.  It CONNECTS, KNOCKING him
               back a half-step.  But he simply shakes it off, and steps up. 
               Too powerful.  He smiles.  His arms CRACKLE with electricity.

                                   DOOM
                         Susan...... You're fired.

               BOOM!  He FIRES an ELECTRIC SHOCKWAVE that LAUNCHES her back. 
               She spirals through the air, crashing into the wall, THUDDING
               to the floor.  As Doom stalks closer, Sue gathers her
               strength to...GO INVISIBLE.

                                   DOOM (CONT'D)
                         Marco...

               A hanging beat.  We see: a FAINT OUTLINE of Sue behind him.

                                   DOOM (CONT'D)
                         Polo.

               He SPINS, GRABS her!  Doom grips her neck, SLAMMING her to
               the ground beside Reed.  She lays there, beaten, visible.

               In the distance behind Doom, city lights BLINK, fading in and
               out.  Lights flutter softly here (like when Ben went through
               the machine).  Reed looks up.  Could it be...?

               EXT. EAST RIVER - NIGHT

               Johnny jets over the water with the missile only twenty feet
               behind him.  He's running out of options, when he spots:

               A GARBAGE BARGE floating in the water ahead.  Thinking fast,
               Johnny does a fly-by and HURLS a fireball at the barge. 
               VWOOSH!  The flames ignite and spread quickly.

               He loops back toward the flaming barge as the missile closes
               in on him.  Fifteen feet...ten... Just as it's about to hit -- 

               JOHNNY FLAMES OFF and falls toward the water.  As he tumbles
               through the air, we CUT BACK TO --

               INT. VON DOOM CONFERENCE ROOM - NIGHT

               From their vantage point, they see the missile explode. 
               Flames dance. Sue's eyes darken, as Doom grips her neck.

               Reed tries desperately to move, but he is FROZEN.  It takes
               every last ounce of strength to lift one finger, which makes
               a CRACCCKKKKING sound.

                                   DOOM
                         One more down.  Now it's just the
                         scientist and his specimen.

               Sue and Reed lock eyes.  Reed tries to move his mouth.  He
               has something to tell her, struggling just to move his lips
               and get the words out.

                                   REED
                         Sue.  The only thing I ever knew
                         without thinking was...
                             (his lips fully freezing)
                         I...love...

               He starts to say "you," but his lips FREEZE, mid-word.  Sue
               whispers to him:

                                   SUE
                         Me too, Reed.

               Doom steps toward Sue, about to deliver the final blow.

                                   DOOM
                             (quiet, cruel)
                         And so four became none.  It's my time
                         now.

               BOOOOM!  An elevator DOOR FLIES INTO THE ROOM!  SMASH!

                                   VOICE (O.S.)
                         Actually, Vic...

               Reed recognizes the voice.  So do we.  Doom turns to see... 

               BEN GRIMM, AKA THE THING.  Back in rocky, fighting form.

                                   BEN
                         IT'S CLOBBERING TIME!

               Doom turns, just as --

               BAM!  Ben HITS Doom harder than any living thing has ever
               been hit.  The force sends Doom back through the air, toward
               the far wall, where he SMASHES into the massive "V"
               sculpture.  It SNAPS, crashing onto him.  A few sparks.  Then
               nothing.

               Nothing at all.  No more movement.  Doom is dead.

               Ben turns to Reed.

                                   BEN (CONT'D)
                         Damn, I've been wanting to do that.

               Reed manages the thinnest smile as Ben starts disconnecting
               the tubes from Reed.

                                   BEN (CONT'D)
                             (Reed's words)
                         Victor's "not that bad," huh?  Just "a
                         little larger than life"?  Maybe
                         you'll listen to me next time before --

               WHMM!  The WRECKAGE shifts.  They turn to see...Doom EMERGES. 
               He stands, power coursing.  And he CHARGES at Ben!  Ben
               charges back.  And these two behemoths...

               SLAM INTO EACH OTHER, CRASHING THROUGH GLASS, INTO THIN AIR!!

               EXT. VON DOOM BUILDING - CONTINUOUS

               Doom and Ben PLUMMET, wrestling in mid-air.  On the ground,
               PEOPLE scream and duck for cover.  Doom and Ben SMASH through
               the large GLASS roof of a lower building across the street.

               INT. HOTEL - INDOOR POOL - CONTINUOUS

               BOOOOM!  Doom and Ben, locked in combat, drop through the
               glass, landing in a large HOTEL POOL.  People scream, run.

               INT. HOTEL - INDOOR POOL - NIGHT

               UNDERWATER: Doom and Ben LAND HARD.  Their combined weight
               CRACKS the floor of the pool.  A YOUNG BOY watches underwater
               through his MASK.  Doom and Ben square off, but...

               The CRACKS OPEN WIDER!  And they're PULLED toward the HOLE! 
               WHOOSH!  The water is all sucked out of the hole.  The boy
               holds tight to a ladder, as Ben and Doom crash down to --

               INT. HOTEL - HALLWAY - NIGHT

               A HOTEL GUEST sees water FLOOD into the hall.  Roaring rapids
               head straight for him.  He jams his key into the lock,
               turning desperately, just barely leaping out of the way as
               the wave carrying BEN and DOOM SMASHES through a window to --

               EXT. HOTEL - CONTINUOUS

               SMASH!  Ben and Doom fly out the window, thrashing in the
               TEN THOUSAND-GALLON WATERFALL TO --

               EXT. NEW YORK CITY STREET - CONTINUOUS

               CRASH!  Water floods the street.  Doom and Ben land in a
               large GARBAGE TRUCK.  The truck rocks back and forth, DENTING
               from the inside.  Grunts, growls.

               CRASH!  The truck suddenly STOPS.  COP CARS SPEED CLOSER,
               sirens screaming.  And --

               BOOM, A HUGE SHAPE explodes from the truck.  SMASH!  Ben
               lands on a CAR filled with two OLD LADIES -- his head cracks
               the WINDSHIELD.  Doom steps out of the garbage truck, water
               flooding the street around him.  COP CARS converge on Doom. 

               Doom turns his attention to the cops.  His limbs SPARK with
               electricity, ready to fire at the cars.

               EXT./INT. CAR - CONTINUOUS

               Ben sees the cops and Doom.  He knows the cops are dead meat. 
               He turns to the OLD LADY in the driver's seat.

                                   BEN
                         Excuse me, Maam.  Can I borrow your
                         car?

               She nods and quickly gets out, shaking.

                                   OLD LADY
                         The clutch sticks a little.

                                   BEN
                         Not gonna be a problem.

               Ben LIFTS the car and THROWS it at Doom.  WHMM!  It FLIES
               through the air, and WHAM!  Hits hard, knocking Doom back
               twenty feet!  As Doom FLIES back, a BUS enters frame, and --

               EXT. NEW YORK CITY STREET - NIGHT

               BOOM!  Doom SMASHES into the OUT OF SERVICE BUS!  CRASH! 
               Windows shatter.  The bus SLAMS into an ELECTRICITY POLE,
               snapping the pole.  Doom steps out, unharmed.

               Ben CHARGES toward him.  Doom grabs the broken ELECTRICITY
               POLE, FLIPS it into his hand, and wields the pole like a
               giant STUN-GUN!  Electric sparks FLY through the air into -- 

               BEN!  The BLAST of VOLTS launches him off his feet!  He goes
               FLYING backward, ELECTROCUTED in mid-flight, and --

               WHOOMPF!  Ben LANDS HARD, face down, CRATERING the street! 
               Water rushes into the crater.  Ben lays there, incapacitated.

               EXT. NEW YORK CITY STREET - SAME TIME

               On the street, cars SCREAM to stops, people GASP.  Doom
               strides up to Ben, and raises the ELECTRICITY POLE for the
               death-blow.  Currents surge.  Right before he swings down --

                                   VOICE (O.S.)
                         I can't let you do that.

               Simple, strong.  Doom turns to see...REED.  Alone.  Bruised
               and battered.  Slowly stepping toward him.  Doom smiles.

                                   DOOM
                         And you can't stop me.

               He turns back to Ben, raises the pole, but...he CAN'T SWING
               DOWN!  Something is HOLDING the pole in mid-air.

               Something invisible.

                                   DOOM (CONT'D)
                         Hello Susan.

               She turns VISIBLE, holding back the pole with a FORCEFIELD. 
               Using her power, she FLINGS the pole from Doom's grip.  It
               skids along the street.  Reed helps Ben to his feet.

               Doom turns to these three wounded soldiers.

                                   DOOM (CONT'D)
                         What is this?  The pitiful three?

               Doom steps toward them, but --

                                   VOICE (O.S.)
                         Four.

               WHOOOSH!  Johnny SWOOPS DOWN, hurling a FIREBALL like a
               flamethrower, KNOCKING Doom back.

               Johnny takes his place alongside the others.  The four of
               them stand as one.  Johnny turns to Thing.

                                   JOHNNY
                         Had a little relapse, huh?

               Thing starts to retort, but Johnny gives a warm smile.

                                   JOHNNY (CONT'D)
                         Welcome back.

               They turn to Doom, who stands with metal skin slightly singed
               and melted, making him look all the more menacing.

                                   DOOM
                         This is going to be fun.

               Electricity starts to course through his body.  He stands at
               the foot of the crater Ben made.  He THRUSTS down, grabbing a
               thick POWER CABLE, RIPPING it out of the street!

               He SNAPS the cable into two snaking, lashing strips.  He
               holds tight, ABSORBING the power.  Lights FLICKER and DIM in
               buildings around him.  Windows BLOW!  Doom GLOWS, amped up. 

               He LETS GO of the cables!  The two deadly wires SNAKE out of
               control!  PEDESTRIANS scatter, panic.  Reed sees the wires
               SLASHING through the air.  He makes a move:

               Reed STREEETCHES HIS ARMS, reaching for the deadly cables. 

               Doom FIRES superpowered ENERGY BOLTS.  The electric charges
               surge through the air toward the Fantastic Four, but --

               Sue TOSSES her FORCE-FIELDS, exploding Doom's blasts in mid-
               flight.  She keeps her hands up, BLOCKING blows like a prize
               fighter.  One of Doom's BOLTS glances off her force-field
               and --

               SMASHES into a concrete stanchion of a BUILDING!  The pillar
               starts to crumble, with PEOPLE huddled under the overhang! 
               They're about to be CRUSHED by the falling concrete!  But -- 

               Suddenly, the concrete roof HOLDS STEADY...because...BEN is
               holding it up!  He stands beside the stanchion, like Atlas
               holding the world.  People run out, safe.

               ON THE STREET: Reed finally grabs both ends of the wire.

                                   REED
                         JOHNNY!  SPOT-WELD!

               Johnny FLIES toward him, and uses his flames to WELD the
               wires back together.  Sparks fly.  The cables start to FUSE. 

               Doom keeps FIRING.  Sue struggles with her force-fields.  The
               impact is too much.  Her nose starts to bleed.

                                   SUE
                         Can't...hold...on...

               Doom smiles.  Reed sees her.  She is about to drop her hands,
               vulnerable, but..............REED STRETCHES HIS WHOLE BODY! 

               He EXPANDS himself across the street, and GRABS a TREE, so he
               forms a WALL between Sue and Doom.

               Doom keeps FIRING his bolts.  They SLAM into Reed's body,
               RUBBERBAND his skin, and DISTEND OUT his back without
               breaking.  He strains, agonizing.

                                   REED
                         Johnny.  SUPERNOVA.

                                   JOHNNY
                         But all these people...

                                   REED
                         Now.

               Johnny charges toward Doom -- flames on his body starting
               build to a blinding white intensity, ENGULFING everything.
               Johnny GRABS DOOM.

                                   THING
                             (quiet, smiling)
                         Flame on, kid.

               FLASH!  Johnny explodes in a PULSE of BRIGHT WHITE LIGHT,
               which starts to HEAT UP everything surrounding it.  Reed
               doesn't miss a beat.  He's in total command now.

                                   REED
                         Sue, I need some of that anger, rage,
                         frustration --

                                   SUE
                             (looking at Doom)
                         I'm sure I can come up with something.

               She concentrates.  She sees Johnny holding onto Doom -- and
               the GROWING HEAT and LIGHT.

               Sue shuts her eyes.  A GIANT FORCE FIELD EXPLODES FROM HER
               BODY.  A massive WAVE OF ENERGY.  It SWOOPS past a car, which
               WARPS, MELTS (half the car is not inside the force-field). 

               Thing turns to the crowd, extending his arm, blocking them.
               Sue's force-field ENVELOPS JOHNNY'S SUPERNOVA, containing it
               in a BRIGHT SPHERE OF ENERGY.  The light increases, to the
               point that it's blinding.  People look away.

               Finally, Johnny's supernova fades.  He collapses to the
               ground, exhausted, smoking.  Sue exhales and falls to her
               knees.  Her force field fades.  The light flickers out.  As
               everyone's eyes adjust, we hear...THUD.  THUD.  And --

               DOOM steps through the smoke.  Unharmed.  His metallic body
               GLOWS WHITE, TRAILING MOLTEN METAL.  Sue, Ben, Johnny look
               devastated.  They can't beat him.  He looks at Reed.

                                   DOOM
                         Is that the best you can do...?  A
                         little heat...?

               Reed stays perfectly calm.  He shakes his head.

                                   REED
                         Time for your lesson, Vic.  Chem 101:
                         what happens when you supercool hot
                         metal...?
                             (to Ben)
                         Ben...

                                   BEN
                         Got it, teach.

               He KICKS OPEN the FIRE HYDRANT.  The water GEYSERS UP!  Ben
               kicks down with his foot, deflecting the water so it sprays
               toward Reed, who...TWISTS HIS TORSO so...

               The water CURLS around his chest, RACES down his arms, and
               SHOOTS right off his wrists toward Doom!

                                   DOOM
                         No.

               Doom RUSHES TOWARD Reed, but the WATER FLIES OUT, DOUSING
               DOOM.  GIANT CLOUDS OF STEAM fill the air from the cooling
               metal.  DOOM screams.  His shrieks finally fade to SILENCE. 

               The water stops, thick steam clouds roll, completely
               obscuring Doom from view.  A beat.  The steam clears to
               reveal:

               DOOM.  A true statue now -- a hard, cold solid piece of
               METAL.  Frozen forever.  Reed, Sue, Ben, and Johnny -- The
               Fantastic Four -- exhale.  They stand as one, in roiling
               smoke.  A beat.

                                   JOHNNY
                         Damn, I love this job.

               Reed and Sue slowly lock eyes, thinking the same thing.

                                   BEN
                         Job, huh...?

               Will they accept their mantle?  Reed shrugs.

                                   REED
                         Well, we do have the suits...

               They give weary smiles.  A team.  Sue gets close to Reed.

                                   SUE
                         You know, about what we said up there,
                         I think maybe --

               THHM!  He KISSES HER.  His neck extending.  Strong, powerful. 
               He pulls back slightly, smiles at her.  A new strength in
               him.

                                   BEN
                         Funny how things turn out, isn't it?

               Sue looks at Reed.  A long way from that conference room.

                                   SUE
                         Hilarious.

               As they kiss, people emerge, stepping out of hiding.  The sun
               rises around them.  The Fantastic Four step into the new dawn
               of a new day.  And we slowly DISSOLVE TO --

               INT. CIRCLE LINE BOAT - BANQUET ROOM - DUSK

               Reed and Sue kiss on the deck of the Circle Line as it chugs
               around New York City.

                                   JOHNNY (O.S.)
                         Dude, that's still my sister.

               A PARTY IN PROGRESS.  Drinks, food, music.  We see in the
               crowd a familiar faces: O'HOOLIHAN (cast on his arm),
               bartender ERNIE, others.  JOHNNY and BEN stand behind Reed
               and Sue.

               Reed and Sue pull apart.  Reed turns to Ben, excited.

                                   REED
                         Ben, I've been crunching the numbers
                         on the machine.  I think if we can
                         rework the power settings...

                                   BEN
                         Forget it, egghead.  I'm good as is.

                                   ALICIA (O.S.)
                         That's my Benny.

               She hands Ben a big METAL MUG.  Ben takes the mug.  He
               CLINKS, but SHATTERS her glass.

                                   ALICIA (CONT'D)
                         We're going to have to work on your
                         touch.

                                   BEN
                         I like the sound of that.

               Alicia gets close.  A soft smile.  Reed turns to Sue.

                                   REED
                         Sue, can I talk to you for a second?

               Reed leads her out.  Ben and Johnny swap a glance.

               EXT. CIRCLE LINE BOAT - DECK - DUSK

               A romantic view of the city-scape.  Reed stands with Sue.

                                   REED
                         I found a broken gasket, from space --

                                   SUE
                         A gasket?  Reed, we're at a party.

               He opens his hand, revealing a circular piece of metal, just
               about the size of......a RING.  Sue slows down.

                                   REED
                         If one of us were to wear it...

               She sees Johnny and Ben inside, watching -- in on a secret. 

               Reed looks her square in the eye.  Unflinching.

                                   SUE
                         Reed.  What are you doing?

               Reed drops to his knees.  His head stays eye-level, while his
               body drops.  Sue gapes, so emotional she starts to DISAPPEAR.

                                   REED
                         No more thinking, no more variables...
                         Sue Storm...will you...
                             (she's gone)
                         Sue?  Sue?  You there?

               Dead silence.  And then...

               THE RING DISAPPEARS.  SUE IS WEARING IT.

                                   SUE (V.O.)
                         Yes.

               Reed goes to kiss her.

                                   SUE (V.O.) (CONT'D)
                         That's my nose, genius... These are my
                         lips.

               Reed's face is SQUEEZED on both sides by Sue's invisible
               hands.  She pulls him into a KISS and reappears.

               INSIDE: the party applauds.  Ben, Johnny, and Alicia move
               through the crowd to join Reed and Sue.  As they go --

                                   BEN
                         No more cracks about how I look.

                                   JOHNNY
                         Hey, I'm Mr. Sensitivity now.
                             (weaving around bodies)
                         Clear the way, wide load coming
                         through.

               Ben glares, fists clenched.  Johnny smiles, mischievous, as
               they hit the balcony.  And he FLAMES ON, taking off into the
               air, blazing the NUMBER "FOUR" enclosed in a circle of flame
               (their future callsign), over the city skyline.  The crowd
               oohs and aahs.  Ben watches, unimpressed.

                                   BEN
                         Showoff.

               People drink, laugh, dance.  We slowly PULL BACK from the
               party, the boat, the city, and...CUT TO --

               EXT. HARBOR - DAY

               CLOSE ON: the MELTED FACE of DOOM.  He is placed in a wooden
               crate.  LEONARD oversees the operation, listening to his
               cell.

               As two workers move the heavy door in place -- a crackle of
               ELECTRICITY moves over Doom's body.  Leonard's CELLPHONE goes
               STATICKY.  His eyes narrow.  Could it be...?  And --

               SLAM.  The door closes.  We can read the destination through
               stenciled lettering: LATVERIA.  And we pull back to reveal
               the box is on the deck of:

               A FREIGHTER SHIP.  The ship pulls away, steaming into the
               horizon, as we...

                                                       FADE OUT.



                                         THE END