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Megamind Movie Script

Writer(s) : Alan Schoolcraft, Brent Simons

Genres : Action, Animation, Comedy, Family, Sci-Fi

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                               MEGAMIND


      
                              Written by

                    Alan Schoolcraft & Brent Simons




      CREDITS SEQUENCE
      
      NEWSPAPER HEADLINE MONTAGE:
      
      HEADLINES flash before us, displaying their accompanying
      photographs.
      
      "UBERMAN - METRO CITY'S HERO AFTER DEFEATING MASTER MIND!
      
      PHOTO: A chiseled, statuesque man wearing the COOLEST SUPER
      HERO SUIT IMAGINABLE, COMPLETE WITH FLOWING CAPE, shines a
      confident smile at the lens. This is UBERMAN, champion of
      METRO CITY.
      
      "UBERMAN DEFEATS MASTER MIND'S GIANT ROBOT!"
      
      PHOTO: Wide-shot of Uberman in mid-flight lifting the GIANT
      ROBOT in the sky above the city buildings.
      
      "MASTER MIND ALL WET AFTER UBERMAN FOILS AQUARIUM HEIST!"
      
      PHOTO: Uberman stands knee-deep in water. He has his enemy by
      the collar. The villain blocks his face from the shot with a
      METALLIC GAUNTLET.
      
      The images start to flash by even quicker, each showing the
      MYSTERIOUS VILLAIN in various stages of humiliation. In each
      photograph he successfully blocks his face with his armored
      glove.
      
      We ZOOM IN to the last headline.
      
      "MASTER MIND BEHIND BARS ONCE AGAIN - THANKS TO UBERMAN!"
      
      PHOTO: Uberman stands in a gallant pose with his fists on his
      hips, obviously trying to accentuate the "U" insignia on his
      chest.
      
      END OF CREDITS SEQUENCE
      
      EXT. BUILDING - DAY
      
      We DISSOLVE from the photograph to Uberman standing in the
      exact same position.
      
      WE PULL BACK showing him atop a BUILDING overlooking the city
      below. A perfect view for our guardian hero.
      
      He watches the thriving metropolis, bristling with life as
      people happily go about their day.
      
      Yet, we can't help but detect a hint of sadness in Uberman's
      expression.
                                                               2.
      
      
      
                          UBERMAN
                You look so peaceful from up here.
      
      His serenity is suddenly interrupted by a loud BEEPING SOUND
      coming from his wrist.
      
      He looks down at a BRACELET (a manly one) on his right arm.
      It's a silver band with a FLASHING red letter "U".
      
                          UBERMAN (CONT'D)
                Looks like Roxanne's in trouble
                again.
      
      Uberman leaps off the building and into the air. His cape
      gracefully flows in the breeze behind him as he shoots off
      into the distance like a speeding bullet.
      
      EXT. OBSERVATORY HIDEOUT - ESTABLISHING SHOT
      
      Grime and moss decorate the outside of this long abandoned
      building overlooking the COAST. Once a place of knowledge and
      wonder - now home to a great evil.
      
      INT. OBSERVATORY HIDEOUT - DAY
      
      The inside is in complete contrast to the exterior. The huge
      hall with a GIANT TELESCOPE teems with advanced ELECTRONIC
      EQUIPMENT. Computers, monitors and machines which do not have
      an obvious function FLASH and HUM.
      
      A STEEL DOOR slides open, revealing the subject of our story
      MASTER MIND - a villainous sight to behold. His FACE IS
      INEXPLICABLY LIGHT BLUE, topped by an OVERSIZED, MUSHROOM-
      SHAPED HEAD with a CIRCULAR PATCH OF WHITE HAIR ON TOP.
      
      He's dressed in the kind of costume only a super villain
      could pull off: a PURPLE JUMPSUIT AND BLACK BOOT ENSEMBLE
      WITH A GIANT GREEN "M" ON THE CHEST. His right hand, hanging
      at his side, is a METAL GAUNTLET WITH THREE SHORT SPIKES
      PROTRUDING BETWEEN HIS KNUCKLES.
      
      Master Mind begins to survey the room with his TWO
      PERMANENTLY ARCHED EYEBROWS.
      
      A man dressed as ALBERT EINSTEIN is busy ranting to two other
      men. One, a hulking brute, is dressed as LEONARDO DA VINCI.
      The other, a small intellectual-type carrying a clip-board,
      is dressed as the philosopher PLATO.
      
                          EINSTEIN
                I hate the outfits. I mean, I get
                it: we're all supposed to be
                "masterminds" - very clever.
                          (MORE)
                                                                3.
                          EINSTEIN(cont'd)
                I just feel stupid. I mean, what
                the hell did Einstein really do
                anyway?
      
                          PLATO
                Theory of relativity.
      
      Einstein starts feverishly scratching his side.
      
                          EINSTEIN
                Well, you'd think he'd invent a
                wool sweater that didn't itch so
                much.
      
      Da Vinci and Plato's eyes suddenly grow with concern as they
      see Master Mind walk up behind Einstein.
      
      Einstein notices his colleague's staring over his right
      shoulder and turns around.
      
      He turns around and Master Mind SEIZES HIM BY HIS THROAT with
      his metal gauntlet.
      
                          MASTER MIND
                The real Einstein once said, "God
                does not play dice with the world."
                He was right, because the world is
                MY dice. Is that understood?
      
                          DA VINCI & PLATO
                Sir! Yes, sir!
      
                          EINSTEIN
                    (gasping for air)
                Yes, sir.
      
      Master Mind undoes his grip on Einstein's throat.
      
                          MASTER MIND
                Alright, then - clean slate. Do we
                have the girl?
      
                          DA VINCI
                Yes, sir. She fell into our trap
                just like you knew she would.
      
                          MASTER MIND
                Reporters are a curious lot, and
                easily manipulated.
      
      He quickly checks his physique in a GIANT MIRROR, adjusts his
      posture and sucks in his gut.
                                                                  4.
      
      
      
                          MASTER MIND
                Alright, let's not keep the lady
                waiting.
      
      MOMENTS LATER
      
      Da Vinci escorts a BLINDFOLDED and bound woman, ROXANNE
      RITCHI, to the back of the room where Plato and Einstein are
      standing guard over a large BLACK SWIVEL-CHAIR facing away
      from us.
      
      She pulls free of Da Vinci's grasp and waits for him to undo
      the blindfold.
      
      Her face uncovered, we finally see Roxanne's striking
      features - all of which seem overshadowed by piercing eyes
      that seem more put off by the situation than afraid of it.
      
                          MASTER MIND (O.S.)
                Miss Ritchi, we meet again.
      
      The chair turns menacingly slow, finally revealing Master
      Mind.
      
                          ROXANNE
                You didn't need to turn around like
                that. I can recognize the stench of
                failure.
      
      Master Mind unleashes a wicked laugh.
      
                          MASTER MIND
                I trust you gentlemen know the very
                sassy Roxanne Ritchi, highly
                regarded investigative journalist
                who some say has a more than
                friendly relationship with our
                super powered foe Uberman. And Miss
                Ritchi, I trust you've already met
                my new crew: The Mad Geniuses!
      
      Roxanne gives Einstein a once over.
      
                          ROXANNE
                Looks like a real group of winners.
                At the risk of sounding cliche',
                you'll never get away with this.
      
                          MASTER MIND
                In a way, I already have.
      
      Roxanne unleashes an exhausted SIGH.
                                                               5.
      
      
      
                          ROXANNE
                We go through this every time. You
                kidnap me to get to Uberman, he
                immediately finds your hideout,
                escapes whatever lame trap you've
                come up with, and takes you and
                your cronies to jail. I propose we
                just save everybody some heartache
                this time by YOU letting me go, and
                ME forgetting this whole thing ever
                happened?
      
                          MASTER MIND
                What about my revenge?
      
                          ROXANNE
                We can say it was wasting
                everyone's time.
      
                          MASTER MIND
                You have a wicked tongue. I hope
                you rid yourself of that when
                you're my queen.
      
      Roxanne unleashes a snort-filled laugh.
      
                          ROXANNE
                I'm sorry. What makes you think I
                would want to be your queen?
      
                          MASTER MIND
                Power corrupts absolutely, Miss
                Ritchi. And when I have ultimate
                power over this city, I have
                absolutely every intention of
                corrupting you with it.
      
                          PLATO
                Sir!
      
      Master Mind turns to Plato who's now standing at a computer
      terminal.
      
                          MASTER MIND
                    (annoyed)
                What is it!?
      
      EXT. OBSERVATORY HIDEOUT - DAY
      
      Uberman flies toward the Observatory like a rocket.
                                                                  6.
      
      
      
      
      INT. OBSERVATORY HIDEOUT - DAY
      
      Uberman crashes through the wall to the room we were just in.
      He looks around, but there's suddenly NOT A SOUL IN SIGHT.
      
                                                       CUT TO:
      
      EXT. MASTER MIND'S HYDROFOIL - DAY
      
      The boat is shooting through the ocean, away from the
      observatory.
      
      INT. HYDROFOIL CONTROL ROOM - DAY
      
      Machines, cables and terminals criss-cross the craft's main
      bridge. Through the enormous surrounding windows we can see
      the observatory shrinking in the distance.
      
      Master Mind watches Uberman on a small TV monitor as the hero
      intently searches his hideout.
      
                          UBERMAN
                    (on monitor)
                Master Mind!
      
      INT. OBSERVATORY HIDEOUT - DAY
      
      Uberman throws up his arms in frustration when suddenly -
      
                          MASTER MIND (O.S.)
                Over here, old friend.
      
      He turns to see a FAMILIAR BLUE FACE OF EVIL ON A GIANT
      SCREEN.
      
                           UBERMAN
                What's the matter, miss your old
                jail cell?
      
      Uberman starts walking toward the monitor.
      
                          MASTER MIND (ON MONITOR)
                Actually, I wanted to share the
                experience with my oldest friend.
      
      A MECHANIZED CAGE shoots out of the floor, suddenly trapping
      Metro City's protector.
      
      Totally unfazed, our hero stares on.
                                                                  7.
      
      
      
                           UBERMAN
                You can't possibly believe this
                will work.
      
      Master Mind pulls out a SMALL BLACK BOX with a SINGLE RED
      BUTTON on it.
      
                          MASTER MIND (ON MONITOR)
                Oh, can't I? I have attained
                control of the Earth's most
                abundant energy source. I doubt
                even you are strong enough to
                withstand the FULL CONCENTRATED
                POWER OF THE SUN!!!
      
      He presses the button.
      
      EXT. OUTER SPACE
      
      A sinister-looking SATELLITE orbits Earth's atmosphere. Its
      bay doors suddenly open, deploying two huge SOLAR PANELS.
      
      The panels shift, angling themselves in the direction of the
      sun. They immediately start GLOWING as they absorb the
      burning star's power.
      
      The front of the satellite begins to make a loud HUMMING
      SOUND as it prepares to unleash its unholy power.
      
      INT. HYDROFOIL CONTROL ROOM - DAY
      
      From the giant window we can see the boat is a good mile from
      the observatory.
      
                          PLATO
                We're now at minimum safe distance,
                master.
      
      Master Mind turns from the CAMERA he was broadcasting on and
      puts down the control box.
      
                          MASTER MIND
                Excellent. Stop here, I like this
                view.
      
                          PLATO
                Twenty seconds until impact.
      
      Master Mind turns to Roxanne who is being held by Da Vinci
      and Einstein. She almost appears a little bored.
      
      Disappointed by her lack of horror, he walks over to the
      monitor now showing Uberman trapped in the cage.
                                                               8.
      
      
      
                          MASTER MIND
                Any last words?
      
      Uberman looks up at the screen with a cocky smile.
      
                          UBERMAN (ON MONITOR)
                Yes: there's no caging the power of
                justice.
      
                          PLATO
                Ten seconds to impact.
      
      On the screen we see Uberman take two of the cage's bars in
      his hands. He yanks...NOTHING.
      
                           PLATO (CONT'D)
                Nine...
      
      Master Mind stares at the monitor, slightly confused.
      
                           PLATO (CONT'D)
                Eight...
      
      Uberman yanks on the bars again, this time using his foot as
      leverage.
      
                          MASTER MIND
                    (genuinely concerned)
                What's going on?
      
                          UBERMAN
                    (straining)
                Hold...on...a second.
      
      Master Mind looks back at Plato and Einstein. They're equally
      befuddled at the hero's sudden weakness.
      
                           PLATO
                Seven...
      
      Uberman loses his grip and FALLS BACKWARD ON HIS ASS.
      
                          UBERMAN
                SON OF A BITCH!!
      
      Master Mind and the minions all cringe in unison.
      
      Da Vinci turns to Roxanne not believing his ears.
      
                          DA VINCI
                What did he just say?
                                                               9.
      
      
      
                          PLATO
                Six......Five...
      
      Master Mind begins to laugh.
      
                          MASTER MIND
                What kind of trick is this?
      
      Uberman looks up at the camera with a very grave expression.
      
                          UBERMAN
                Like you don't know. These bars are
                made of copper, aren't they?
      
                             PLATO
                Four...
      
                             MASTER MIND
                Yeah, so?
      
      Uberman tries to shield his grief with his hand.
      
                          UBERMAN
                You figured out my weakness, damn
                you. I CAN'T BEND COPPER!
      
                             PLATO
                Three...
      
                          MASTER MIND
                Your weakness is copper?
      
                             PLATO
                Two...one.
      
      Everyone turns to the window.
      
      EXT. OUTER SPACE
      
      The satellite fires a giant BEAM OF LIGHT toward the earth.
      
      EXT. OBSERVATORY HIDEOUT - DAY
      
      The beam hits the observatory. The building instantly
      EXPLODES in a white nova blast of fire.
      
      INT. HYDROFOIL CONTROL ROOM - DAY
      
      The blast is so bright everyone turns away from the window.
      Then, as suddenly as it began, the awesome light dies out.
      
      One by one, the passengers unshield their eyes and look out
      toward the observatory.
                                                                10.
      
      
      
      All we can see through the haze of destruction is fire and
      smoke.
      
                          PLATO
                I don't think even he could have
                survived that.
      
      Einstein suddenly turns giddy with excitement.
      
                          EINSTEIN
                Whoa! Is it me or did you just
                finally destroy Uberman?
      
                           MASTER MIND
                    (carefully skeptical)
                Well...let's not get ahead of
                ourselves.
      
      Da Vinci suddenly sees something outside.
      
                          DA VINCI
                Look, there's something in the sky,
                coming this way.
      
                           ROXANNE
                Uberman!
      
      Master Mind turns toward the window.
      
      An object is in the air, flying directly toward them. As it
      closes in we can just make out the FAMILIAR OUTLINE OF A
      CAPPED FIGURE.
      
                          MASTER MIND
                I KNEW IT! PREPARE YOURSELVES! HE'S
                GONNA RAM US!!!
      
      Everyone scatters and braces themselves for the impact.
      
      Master Mind, seeing all the good places taken, doesn't know
      what to do with himself. He just covers his giant head with
      his hands.
      
      The figure CRASHES THROUGH THE WINDOW and lands at his feet.
      
      He looks down to see a CHARRED BLACK HUMAN SKELETON. Around
      its neck is the unmistakable black cape of Uberman.
      
                           MASTER MIND (CONT'D)
                    (horrified)
                HOLY SHIT!
                                                              11.
      
      
      
      Roxanne breaks out of Da Vinci's hold and runs over to the
      body.
      
                           ROXANNE
                Uberman?
      
      She stares down at the still smoking corpse, the tattered
      black cape with the yellow "U" on it.
      
      Roxanne turns to Master Mind, who's still visibly dumbfounded
      at the grotesque sight before him.
      
                          ROXANNE (CONT'D)
                You killed him!
      
      Roxanne's eyes roll back. Da Vinci catches her from behind as
      she FAINTS.
      
      Einstein turns to Master Mind, looking at him as if he's just
      walked on water.
      
                          EINSTEIN
                You did it!
      
      Now that he's committed the impossible - our villain is at a
      complete loss.
      
                          MASTER MIND
                ...so I did.
      
                          EINSTEIN
                I mean, I know you always wanted
                to. I mean, all the schemes all the
                plots - I never thought you'd
                actually be capable of it.
      
      Giddy as a school girl, Einstein turns to his fellow
      henchmen.
      
                          EINSTEIN
                This is history. Every villain and
                lackey in the history of villains
                and lackeys dream of this moment,
                but when does it actually EVER
                happen?
      
      A sudden realization comes over his face.
      
                          EINSTEIN
                Good lord...You do all realize what
                we get to do now, don't you?
                                                                 12.
      
      
      
      His question is met with acquisitive looks from Master Mind
      and the others.
      
                          EINSTEIN
                We get to go on a crime wave.
      
      CRIME WAVE MONTAGE - SET TO "Fun Fun Fun" by The Beach Boys.
      
      SPINNING HEADLINE: "UBERMAN'S DEATH IGNITES CITY WIDE CRIME
      WAVE!"
      
      ARMORED TRUCK
      
      It's driving along when the men inside suddenly notice
      something - THEY'RE FLYING HIGH ABOVE THE CITY STREETS.
      
      We PULL BACK to see the truck being carried by a giant claw
      at the bottom of a BRAIN COPTER.
      
      Inside the cockpit Master Mind and his henchmen laugh
      maniacally.
      
      SPINNING HEADLINE: "CHAMPION-LESS CITY AT THE MERCY OF
      HOOLIGANS."
      
      METRO CITY BANK
      
      Da Vinci and Einstein run out the front of the bank holding
      BAGS OF MONEY.
      
      Two beat officers see them and take chase after them around
      the corner and into an alley.
      
      After a moment the police reemerge from the alley screaming
      and running for their lives as a GIANT ROBOT CHASES after
      them.
      
      The robot stops, then suddenly it's head opens up like
      convertible car top with Master Mind and Plato at the
      driver's wheel.
      
      They smile and shake hands at a bad deed well done.
      
      SPINNING HEADLINE: "MASTER MIND BLACKMAILS METRO!!!"
      
      A VICIOUS TORNADO
      
      It's heading for downtown Metro as Master Mind and the
      lackeys coolly look on.
      
      Three large DUMP TRUCKS pull up, filled to the brim with
      bricks of CASH.
                                                              13.
      
      
      
      The DRIVERS jump out as the lackeys take the driver seats in
      the three trucks.
      
      Master Mind is about to climb into the passenger seat of one
      when a drivers taps him on the shoulder and motions toward
      the tornado.
      
                           MASTER MIND
                    (absentmindedly)
                Oh, right.
      
      Master Mind pulls a television REMOTE from his pocket and
      aims it at approaching windstorm of death.
      
      He presses the button marked "Tornado Off."
      
      The tornado shrinks and disappears just before it hits the
      city.
      
      As they drive through the city streets, Master stares out the
      window with a hint of something in his eyes. Is it
      melancholy?
      
      END OF MONTAGE
      
      EXT. KINGPIN BOWLING - DAY
      
      It's Metro City's premier bowling alley. On top of the neon
      lit building is a GIANT 30 FOOT TALL CEMENT BOWLING BALL.
      
      INT. KINGPIN BOWLING - DAY
      
      HAL STEWART (early 30's) takes careful aim with his BOWLING
      BALL.
      
                          HAL
                It's a sport of honor, focus and
                grace. Honor the ball, focus on the
                pins, release the ball not hard and
                fast, but as if you were releasing
                a baby dove.
      
      He takes a step, pulls back his arm, and releases the ball,
      following it with his eyes.
      
      It's a horrible shot - INSTANT GUTTER BALL.
      
      An aged barmaid type with a cigarette hanging from her mouth
      looks over at him.
      
                          HAL
                Okay, do something like that - but
                center it more.
                                                                14.
      
      
      
      She picks up her custom made FOGHAT BALL and takes aim.
      
                          ATTRACTIVE BLOND
                Tell me how my form looks, honey.
      
      Hal focuses on the misshapen bumps of her enormous Johnson
      administration era derriere.
      
                           HAL
                Oh, it's lookin' good. It's lookin'
                REAL good.
      
      It doesn't get anymore clear. This man is a pig.
      
                          VINNIE (O.S.)
                Hal, I want to see you in my
                office!
      
      Hal turns to see VINNIE, owner of the bowling alley, calling
      him.
      
                          VINNIE
                Now!
      
      INT. KINGPIN BOWLING - VINNIE'S OFFICE - MOMENTS LATER
      
      Hal sits down, facing Vinnie who's sitting at his desk.
      
                          VINNIE
                You're fired. Leave your shirt and
                locker key.
      
      This bit of news hits Hal like a freight train.
      
                          HAL
                Fired? Are you going to tell me
                why?
      
                          VINNIE
                Showing up to work late. Showing up
                to work late drunk. Sexually
                harassing customers. Stealing from
                the register.
      
                          HAL
                Vinnie, I don't know where you're
                getting these accusations -
      
      Vinnie takes out a video tape from his desk drawer and puts
      in a VCR.
                                                              15.
      
      
      
                              HAL
                   Oh, which one do you supposedly
                   have here?
      
                             VINNIE
                   This is all of them at once.
      
      TELEVISION
      
      A WOMAN walks up to a BOWLING EMPLOYEE and hands him a pair
      of shoes.
      
      As the employee turns to the wall of shoes, a very drunk and
      disheveled Hal comes running in and pushes him aside.
      
                             HAL
                   I've got this one, Benny. So,
                   Cinderella. Can I help you find
                   your glass slipper?
      
                             WOMAN
                   Yeah, I'm looking for a seven.
      
      He folds his arms on the counter and leans into her with a
      cat-like grin on his face.
      
                             HAL
                       (with a leer)
                   Seven - Well, maybe I could
                   interest you in something in an
                   EIGHT. Namely, me.
      
      Disgusted, she walks off screen.
      
                             HAL
                   Lesbo.
      
      Suddenly realizing the register's open, he quickly grabs a
      stack of cash and shoves it in his pocket.
      
      BACK TO OFFICE
      
      Vinnie turns off the television and waits for Hal to respond.
      
                             HAL
                   From the angle of the camera, I can
                   see where you might have gotten the
                   wrong idea. Listen, Vinnie, I don't
                   think you've thought this through.
                   If you fire me, who's gonna be
                   captain of the alley's bowling
                   team?
                                                                16.
      
      
      
                          VINNIE
                Um, I don't know. Maybe somebody
                who can actually bowl. You guys
                have never won a game. I hired you
                because you said you were on the
                pro circuit.
      
                          HAL
                No, I said I WILL BE on the pro
                circuit.
      
                          VINNIE
                Please, a loser like you will never
                amount to anything.
      
      This harsh remark seems to leave Hal genuinely stunned.
      
                          HAL
                Wow...If that's how you feel...I
                guess we should then talk about
                what kind of severance I'm gonna
                get.
      
      EXT. KINGPIN BOWLING - DAY
      
      TWO BRUISERS open the door and throw Hal out onto the street.
      
      He quickly picks himself up and turns back toward the
      building.
      
                          HAL
                Hey...what about my ball?
      
      A bowling ball sails past him, just missing his head.
      
                             HAL
                Thank-you!
      
      EXT. CHANNEL 7 NEWS BUILDING - DAY
      
      The massive building with a giant 7 on the roof stands in the
      heart of Metro City.
      
      INT. CHANNEL 7 NEWS BUILDING - OFFICE - DAY
      
      The cubicles and offices are alive with the hustle and bustle
      of a busy news day.
      
      Phones are RINGING, REPORTERS are TALKING, and Editors are
      SHOUTING.
      
      The elevator doors open and out steps Roxanne Ritchi.
                                                              17.
      
      
      
      Everything stops as the entire office suddenly falls SILENT.
      
      Somewhat taken aback by the reaction, Roxanne scans the room
      to see every eye on her.
      
                          ROXANNE
                It's...um...It's good to be back.
                Thanks for everyone's cards and
                concerns. I really appreciated it -
                now I'm ready to climb back on the
                horse.
      
      No one is budging - their looks of pity are really starting
      to make her uncomfortable.
      
      The back office door suddenly opens and out comes FRANK
      BONIN, the gruff, middle-aged Producer of Channel 7 News.
      
      Noticing the silence, he looks up and sees the sad
      expressions on everybody's face.
      
                          FRANK
                Someone die or something?
      
      He suddenly notices Roxanne - both feet are placed firmly in
      his mouth.
      
                           FRANK
                    (cursing himself)
                Oh, Jesus.
      
                             ROXANNE
                It's okay.
      
      Frank quickly walks up to Roxanne and takes her gently by the
      arm.
      
                          FRANK
                Come on into my office, sweetie.
      
      INT. CHANNEL 7 NEWS BUILDING - FRANK'S OFFICE - CONTINUOUS
      
      He sits her down on his leather couch, then quickly turns
      toward his door.
      
                          FRANK
                Can we get this woman some water
                for God's sake?
                    (to Rebecca)
                I gave you two months off. What're
                you doing back? People are gonna
                think I'm a slave driver.
                                                              18.
      
      
      
                          ROXANNE
                Aren't you?
      
                          FRANK
                Yeah, but I don't want people to
                think it.
      
                          ROXANNE
                Frank, listen. I want to go back to
                work. I NEED to go back to work.
      
                          FRANK
                ...You're hysterical, aren't you?
      
      Frank sits down on the couch and blankets Roxanne with A WARM
      EMBRACE.
      
                          ROXANNE
                What're you doing?
      
                          FRANK
                Keeping you warm before you go into
                shock.
                    (toward the open door)
                DO I HAVE SLICE OPEN A CAMEL HUMP
                TO GET A GLASS OF WATER AROUND
                HERE?
      
      A SECRETARY quickly enters with a bottled water. She sets it
      on the table in front of them and leaves.
      
      Roxanne pulls herself out of Frank's grasp and stands up to
      face him.
      
                          ROXANNE
                It was a traumatic experience. Yes,
                everyone knows Uberman and me
                were...close. But what I really
                need - what would really make me
                better is getting back to work.
      
      There's a sudden awkward silence from Frank.
      
                          FRANK
                Well, that's going to be...
      
                          ROXANNE
                I thought you'd be happy to have me
                back.
                                            19.
      
      
      
                FRANK
      Oh, we are. Honey, nothing makes us
      happier than to have our girl back,
      but...
      
                 ROXANNE
      Yes?
      
                FRANK
      Things have sorta...changed.
      
                ROXANNE
      In three weeks?
      
                FRANK
      Listen, I'm not one who likes to
      open up wounds - especially ones
      that are just starting to scab, but
      you were sorta our go to girl for
      the exclusive on Uberman. And now
      that he's gone...I moved Brad into
      your anchor spot.
      
                ROXANNE
          (disgusted)
      Brad? Brad Helms? The man is an
      idiot.
      
                FRANK
      It's the suits. They think it's
      time to switch things up.
      
                ROXANNE
      Oh, because they can't use me to
      get the big story.
      
                FRANK
      C'mon, Roxie. Using is in the
      nature of what we do. They used
      you, you used Uberman. Everybody's
      happy.
      
                ROXANNE
          (defensive)
      I didn't use him.
      
                FRANK
      Oh, I didn't mean that. I know you
      two were in love or something. My
      bad.
      
                 ROXANNE
      We were.
                                                                 20.
      
      
      
                          FRANK
                And that's great.
      
                          ROXANNE
                Very in love.
      
      There's a hind of self-doubt in Roxanne's expression, as if
      she's failed to convince even herself of this.
      
                          ROXANNE
                Okay. So, where are they going to
                move me if Brad has my spot?
      
                          FRANK
                ...Human interest.
      
                          ROXANNE
                Bake sales and pet stories.
      
                          FRANK
                I told them I wouldn't be surprised
                if you just upped and quit. You
                busted your ass for that desk.
      
      Roxanne can hardly get it out - she's busy swallowing her
      pride
      
                          ROXANNE
                I'll take it.
      
      Frank looks up at her, not believing what he's hearing.
      
                          FRANK
                What?
      
      EXT. ABANDONED METRO CITY LIBRARY   - NIGHT
      
      Amongst the jungle of high rises, one small building stands
      out from the rest - A tiny, forgotten piece of 19th century
      Gothic architecture.
      
      LIGHTENING FLASHES, revealing TWO CONCRETE GARGOYLES holding
      a cracked plaque, reading: METRO CITY LIBRARY.
      
      INT. ABANDONED METRO CITY LIBRARY   - NIGHT
      
      A mixture of old and new. Dusty Victorian furniture and
      dilapidated bookshelves sit side by side with pristinely
      futuristic machinery.
      
      The building has been converted into Master Mind's new SECRET
      LAIR.
                                                              21.
      
      
      
      In the center of the main room is a three storey tall GLOWING
      BLUE ORB. At the base of it is a sign that reads "Reactor -
      Don't Touch."
      
      We PAN OVER to the READING ROOM where Master Mind is sitting
      on a couch watching TELEVISION.
      
                          REPORTER ON TELEVISION (O.S.)
                It's been nearly six weeks, and
                still no word on the whereabouts of
                billionaire playboy, and
                philanthropist, Wayne Scott. Tune
                in at 11:00 as we look into what
                has become Metro City's biggest
                mystery.
      
                          TELEVISION NARRATOR (O.S.)
                We now return to "The Hero of our
                Hearts: The Uberman story."
      
      Einstein and Plato come into the room holding a BAG OF LOOT.
      
                          EINSTEIN
                Just robbed the diamond exchange.
      
                          MASTER MIND
                    (feigning pleasure)
                Great, great. Put it on the pile.
      
      Einstein tosses it on a LARGE PILE of purloined valuables in
      the corner of the room.
      
                          EINSTEIN
                Anything else today?
      
                          MASTER MIND
                No.
      
      Master Mind turns his attention back to the screen. Plato
      sees that Master Mind is in a funk and tries to snap him out
      of it.
      
                          PLATO
                    (cheerfully)
                Sir, the new reactor is installed.
      
      Plato nods to the giant orb.
      
                          PLATO
                Do you want to throw the switch? I
                know how you love to start
                reactors.
                                                                 22.
      
      
      
                          MASTER MIND
                Maybe later.
      
      Einstein gives Master Mind a funny look then exchanges
      glances with Plato before leaving the two of them alone.
      
      Without turning away from the TV, Master Mind addresses
      Plato.
      
                          MASTER MIND (CONT'D)
                What is it, Plato?
      
                          PLATO
                    (nervously)
                Sir, I can't help but notice that
                you've been...a little down lately.
      
                          MASTER MIND
                When I want your opinion I'll beat
                it out of you.
      
                          PLATO
                Yes, sir, I know, but please
                forgive my impertinence. It's just
                that you seem to have lost your
                lust for our profession. You've
                stopped going on jobs and spend
                most of your time watching Uberman
                specials.
      
      Master Mind relaxes slightly and turns to face the window in
      a classically contemplative pose. After an overdramatic
      beat...
      
                          MASTER MIND
                I have defeated my greatest enemy.
                I have free reign over Metro City.
                I have more wealth than a thousand
                Sultans. I've achieved all I have
                worked for...so why am I so
                unhappy?
      
      He walks over to a PAINTED PORTRAIT that looks almost exactly
      like him, except slightly older, maybe meaner - MASTER MIND'S
      FATHER.
      
                          MASTER MIND
                I mean, my father, god rest his
                evil and tormented soul, raised me
                straight from the test tube to be a
                symbol of evil.
                          (MORE)
                                                              23.
                          MASTER MIND(cont'd)
                And, I have accomplished something
                he had only dreamed about - the
                destruction of Metro City's
                champion. I tell you, I've always
                lived with this unquenchable
                thirst. I thought it was to make
                him proud or to get absolute power.
                But now that I've pretty much
                accomplished both, I am at a loss.
      
                          PLATO
                ...I sort of have a theory about
                all that.
      
                          MASTER MIND
                    (snippy)
                Oh, really?
      
                          PLATO
                Well, for one thing, maybe Uberman
                was more important to you than you
                thought.
      
                          MASTER MIND
                He was a worthy rival. Sometimes I
                wonder, did he consider me his evil
                equal or was I just an annoying,
                little gnat to him? ...What's the
                second part?
      
                          PLATO
                I think you sort of have a thing
                for Roxanne Ritchi.
      
      Master Mind quickly takes his lackey by the throat.
      
                          MASTER MIND
                YOU WORM! HOW DARE YOU! WHERE WOULD
                YOU GET SUCH A NOTION?
      
                          PLATO
                Sir, your plans always involve Ms.
                Ritchi either being kidnapped or
                placed in danger. If that's not
                love, I don't know what is. It's
                the grown up equivalent of dipping
                her pigtails in the ink well. Don't
                you see? She's the one treasure
                that's always escaped you.
      
      From Master Mind's expression, we see Plato's words beginning
      to ring true.
                                                                 24.
      
      
      
      INT. RESTURAUNT - DAY
      
      Roxanne is having lunch with several girlfriends sitting
      around her, gabbing.
      
                          FRIEND #1
                I can't believe you came back so
                soon.
      
                          FRIEND #2
                Are you sure it's not TOO SOON,
                honey?
      
                          ROXANNE
                I just wanted to get back to work.
      
                          FRIEND #3
                What we need to do is get you back
                on the saddle...the love saddle.
      
      Friend 1 and 2 give 3 disapproving looks.
      
                          FRIEND #3
                It's been three weeks.
      
                          FRIEND #2
                She just lost the love of her life,
                Grace.
      
      A WAITER comes by with a tray of CAESAR SALADS and begins
      setting them out for the ladies.
      
                          ROXANNE
                I keep trying to tell people it
                wasn't really like that. Uberman
                and I - We were kinda having
                problems. We broke up.
      
      The waiter ALMOST DROPS HIS TRAY AT THIS. The women are too
      shocked by Roxanne's revelation to notice.
      
                          FRIEND #1
                You broke up with Uberman!
      
                          FRIEND #3
                You must have REALLY, REALLY high
                standards. I mean, you were dating
                a god. I mean, what's it take?
      
                          ROXANNE
                Maybe someone who's a little more
                aware of his faults. Someone a
                little more sensitive.
                                                                 25.
      
      
      
                          FRIEND #3
                Right. Someone who listens, sexy
                but attainable with cute little
                cheeks like a hamster and
                heartbreak in his eyes.
      
      She turns to Friend one and two to explain.
      
                          FRIEND #3
                She wants John Cusack.
      
                             FRIEND #2
                The actor?
      
                          FRIEND #3
                No, the famous pediatrist - Yes,
                the actor. Ever since we were
                teenagers, Roxanne's totally had
                the hots for him.
      
                          ROXANNE
                Well, until he miraculously comes
                walking into my life, I'm just
                going to take a little reflection
                time for myself.
      
      The waiter gets a confused look on his face then slips away
      as Roxanne and her friends continue to chat away.
      
      EXT. RESTURAUNT - DAY
      
      The waiter tosses his apron in a trash can, then rolls up his
      sleeve and presses A STRANGE LOOKING DEVICE STRAPPED TO HIS
      WRIST.
      
      His image gets staticy, like a TV station going out, then
      disappears - revealing the man's true form underneath: MASTER
      MIND!
      
                          MASTER MIND
                Who the hell is John Cusack?
      
      EXT. CITY STREET - DAY
      
      A YOUNG MOTHER pushes her baby stroller past a building
      construction site.
      
      ACROSS THE STREET
      
      A local POLITICIAN addresses a group of REPORTERS on the
      sidewalk, including Roxanne.
                                                                 26.
      
      
      
                          POLITICIAN
                The Fifth Avenue Renovation
                Project, which I championed, will
                breath new life into the downtown
                area. New life means new jobs and
                new revenue.
      
                          ROXANNE
                Councilman, is it true that your
                brother-in-law's construction
                company won the contract for this
                project?
      
                          POLITICIAN
                Well...er...yes, but...look I'm not
                here to answer a lot of crazy
                questions...
      
      YOUNG MOTHER
      
      The young mother stops halfway down the block, reaches into
      the stroller and tries to comfort her now crying baby.
      
      Above her, a CRANE is maneuvering a pile of STEEL GIRDERS to
      an upper floor.
      
      Hal comes around the corner and heads in her direction.
      
      CRANE
      
      The crane GRINDS TO A HALT. The OPERATOR has a confused look
      on his face as he moves levers back and forth in an effort to
      fix the problem.
      
      Hal stops a few feet from the woman and stoops down to tie
      his shoe.
      
      CRANE
      
      The operator's hand slips off the lever, hitting a RED
      BUTTON. To his horror the crane DROPS ITS LOAD OF STEEL.
      
      HAL AND THE WOMAN
      
      The woman looks up to see the girders seconds from crushing
      her and her baby. She screams.
      
      Hal looks up and sees it as well. He starts to run out of the
      way and crashes into the woman and stroller.
      
      ACROSS THE STREET
                                                                 27.
      
      
      
      The reporters turns their cameras just in time to catch on
      film what appears to be Hal pushing the woman to safety just
      as the GIRDERS CRASH TO THE GROUND.
      
      HAL AND MOTHER
      
      Tears of joy in her eyes, the woman picks up her baby and
      kisses it.
      
      Hal struggles to catch his breath as the mother turns to him.
      
                          YOUNG MOTHER
                Thank you! Thank you for saving me
                and my baby!
      
      She hugs him with her free arm, weeping with joy.
      
                             HAL
                       (not knowing what she's
                        talking about)
                Huh?
      
      He's a little uncomfortable with the woman's public display
      of affection and the small child in-between their embrace.
      
                          HAL (CONT'D)
                There, there.
      
      Hal slowly eases out of the woman's grip.
      
                          HAL (CONT'D)
                Okay, we better...well, I hear
                these little guys smother easy.
      
      The reporters rush over and surround Hal and the mother.
      
                          ROXANNE
                What's it feel like to be a hero?
      
      Hal looks up at Roxanne. Instantly, he's captivated by her
      beauty.
      
                          HAL
                Well...I'm just a man doing what
                men do. You're Roxanne Ritchi,
                aren't you?
      
      They're suddenly interrupted when another reporter pushes his
      way in between them.
      
                          REPORTER
                Were you scared?
                                                              28.
      
      
      
                             HAL
                   Scared? Who had time?
      
      The reporters eat this up.
      
      INT. ABANDONED METRO CITY LIBRARY    - NIGHT
      
      TELEVISION
      
      John Cusack stands in the rain looking up at a window of a
      two story house. He holds up a BOOMBOX and "In Your Eyes" by
      Peter Gabriel begins to play.
      
      From the couch, Master Mind and his minions watch.
      
                             MASTER MIND
                   John Cusack, huh? So all I have to
                   do is have a cute puppy dog stare,
                   be willing to make a fool of myself
                   and - Oh, REMOVE BOTH MY BALLS.
      
      He turns to see Da Vinci watching the movie and wiping a tear
      from his cheek.
      
                             MASTER MIND
                   Please, get a hold of yourself.
      
      INT. BOOKSTORE - NIGHT
      
      Roxanne is carrying a large paper coffee cup in her hands as
      she peruses the isles. She sets it down on a shelf to pull a
      book out and ends up KNOCKING THE DRINK OVER.
      
                             ROXANNE
                   Shit.
      
      She goes to pick it up when someone bends down and picks it
      up for her.
      
      Looking up to thank him, Roxanne is suddenly stunned
      speechless - It's popular and critically acclaimed actor JOHN
      CUSACK, or rather Master Mind disguised as him.
      
                             "JOHN CUSACK"
                   Oh the humanity - it was a Venti.
      
                             ROXANNE
                       (stunned)
                   You're...you're.
      
                             "JOHN CUSACK"
                   Yes, it's me. John Cusack...the
                   actor.
                                                               29.
      
      
      
      He notices the book she's reading.
      
                          "JOHN CUSACK"
                Hey, is that Shelly? Wait, I think
                remember something from that one -
                Let's see: "My head is screaming `I
                want you and need you' - my heart
                it keeps reaching to see you and
                feel you - yet in the end, I'm
                alone once again." Wow, I scare
                even myself. I'm sorry. I'm just
                really into poetry. Probably
                because I'm so sensitive and always
                going to great lengths to express
                myself. But enough about me. Can I
                fill you up?
      
                          ROXANNE
                    (captivated)
                ...Yes.
                    (catching herself)
                I mean, excuse me?
      
                          "JOHN CUSACK"
                Can I fill you up? Your coffee.
      
                          ROXANNE
                Right.
      
      INT. BOOKSTORE CAFE' - LATER
      
      Roxanne talks as John Cusack listens to her every word
      intently.
      
                          ROXANNE
                I did have a boyfriend - until
                fairly recently.
      
      She suddenly begins to feel the stares around her as passers-
      by being to notice who she's with.
      
                          ROXANNE
                I'm sorry - this is so surreal!
      
                          "JOHN CUSACK"
                Yeah, they charge way too much at
                these places - Now back to your
                boyfriend. I'm interested and
                compassionate. I want to know about
                you.
                                                              30.
      
      
      
                          ROXANNE
                Things were complicated. He was a
                man married to his work. There
                was...there was a lot of
                competition in his line of
                business. I'm sure you know what
                that's like.
      
                          "JOHN CUSACK"
                Sure. In my business, one thing I
                have is RIVALS. For example, mine
                is...uh...Lou Ferr...igno.
      
                          ROXANNE
                ...The body-builder who used to
                play The Hulk on TV?
      
                          "JOHN CUSACK"
                Did he? Well, we're always up for
                the same roles. Did your boyfriend
                have someone like that? A
                particular rival that was always
                getting his goat - so to speak?
      
                          ROXANNE
                Well...one rival in particular
                seemed to get more of his attention
                than I ever did. But enough about
                my problems.
      
                          "JOHN CUSACK"
                NO, TELL ME MORE!!!
      
      Suddenly realizing his outburst, he begins COUGHING to mask
      it.
      
                          "JOHN CUSACK" (CONT'D)
                I'm sorry. I got a whooping cough.
                Had it ever since Serendipity. I
                WONDER WHERE OUR REFILLS ARE!!!
                (fakes cough) See, there it goes
                again. Please, go on.
      
                          ROXANNE
                Right, well, he seemed to need him
                more than he needed me.
      
                          "JOHN CUSACK"
                How do you mean?
                                                               31.
      
      
      
                          ROXANNE
                It was conflict he thrived on. He
                always said he wouldn't know what
                to do with himself if Master - I
                mean, this guy were gone. It was
                like he needed it, like oxygen.
      
      The answer to his mental funk hits him like a bolt of
      lightening. He turns away from her as if for private time.
      
                          "JOHN CUSACK"
                    (almost to himself)
                I think I finally understand...The
                only logical answer is to recreate
                that rivalry - or if that's
                impossible, create one of equal
                structure. That's it!
      
                          ROXANNE
                What?
      
      John Cusack snaps out of his dream-like haze realizing she's
      heard every word.
      
                          "JOHN CUSACK"
                Oh, sorry, sorry. Just rehearsing
                for a part...where I play a man who
                talks to himself at inappropriate
                times.
      
      In a sudden rush, he rises out of his chair.
      
                          "JOHN CUSACK"
                I have to go right now, but I'd
                really like to see you again - if
                that's alright.
      
      Roxanne looks up at him - She can't help but laugh at the
      craziness of the situation.
      
                          ROXANNE
                I'd love that.
      
      INT. ABANDONED METRO CITY LIBRARY   - DAY
      
      Master storms in the office to find Plato and Einstein
      playing darts with the original Mona Lisa.
      
                          EINSTEIN
                Got her nose!
      
                          MASTER MIND
                I've got it!
                                                                 32.
      
      
      
      Everyone stops what they're doing upon seeing that their
      master has returned.
      
                          MASTER MIND
                I've got it!
      
                          MASTER MIND
                It's plain and simple.
                Extraordinary minds need
                extraordinary stimulation. Without
                that stimulus they wither and die.
                Therefore, there is only one
                logical conclusion: I must create a
                new superhero.
      
                          EINSTEIN
                Yeah, maybe that's not such hot
                idea...
      
                          MASTER MIND
                    (ignoring him)
                Prepare for Operation Superhero
                Genesis!
      
      INT. ABANDONED METRO CITY LIBRARY   - LABORATORY - DAY
      
      The lab is slick, white and ultra modern.
      
      Dressed in a lab coat, Master Mind enters through a SLIDING
      GLASS DOOR rubbing his hands excitedly.
      
                          MASTER MIND
                Prepare the subject.
      
      He glances down into a large HOLE in the floor to see a naked
      thirty year old man, SEVERS, shivering. Above the hole, a
      huge vat dangles precariously.
      
      Master Mind steps behind a glass partition next to Plato and
      Einstein.
      
                          MASTER MIND (CONT'D)
                Plato, pour the toxic waste.
      
      Plato throws a switch causing the vat to tip hundreds of
      gallons of green and brown goo into the hole.
      
                            MASTER MIND (CONT'D)
                Drainage.
      
      The slime is sucked out through the floor, leaving a goo-
      soaked Severs.
                                                                33.
      
      
      
      Master Mind looks into the pit.
      
                          MASTER MIND (CONT'D)
                Well, Severs?
      
                          SEVERS
                I feel fine. Just a little sticky,
                but aside from that everything's
                completely -
      
      BOOM - Severs explodes. A hail of blood and tissue covers
      Master Mind and his men. For a good ten seconds nobody moves
      an inch. Finally...
      
                             MASTER MIND
                Okay then.
      
      INT. ABANDONED METRO CITY LIBRARY    - LABORATORY - DAY
      
      Through a glass WATER TANK we see a man breathing normally.
      
                          MASTER MIND
                And this one?
      
                          PLATO
                We attached gills to him. He can
                breath under water.
      
                          MASTER MIND
                Ah. Does he have extraordinary
                strength?
      
                             PLATO
                Well...no.
      
                          MASTER MIND
                Can he fly?
      
                             PLATO
                No.
      
                          MASTER MIND
                Resilient to weapons fire?
      
                             PLATO
                No.
      
                          MASTER MIND
                He just breathes under water, then.
      
                             PLATO
                Ah...yeah.
                                                               34.
      
      
      
      Master Mind rolls his eyes and walks away.
      
      INT. ABANDONED METRO CITY LIBRARY   - LABORATORY - DAY
      
      The next guinea-pig, STENWICK, is standing in a sealed glass
      tube not much wider than himself.
      
                          MASTER MIND
                Plato, the radioactive spider,
                please.
      
      Plato throws the switch DROPPING A SINGLE SPIDER onto
      Stenwick's arm.
      
      Stenwick looks and winces as it bites him.
      
                          STENWICK
                Ow!
      
      He brushes the spider off.
      
                          MASTER MIND
                Anything, Stenwick?
      
                          STENWICK
                    (shaken)
                No. Ah...sir, I didn't know this
                was about spiders. I have a pretty
                severe case of arachnophobia.
      
      Master Mind thinks for a moment, then turns to Plato.
      
                          MASTER MIND
                We're gonna need more venom.
      
      Plato throws another switch, this time DUMPING THOUSANDS OF
      SPIDERS on poor Stenwick. His SCREAMS begin to fade as he's
      engulfed with swarms of crawling arachnids.
      
                          MASTER MIND (CONT'D)
                How `bout now, Stenwick?
                ....Stenwick?
      
      INT. ABANDONED METRO CITY LIBRARY   - OFFICE - DAY
      
      Master Mind is pacing back and forth. The muted TV plays in
      the background.
      
                           MASTER MIND
                This has proven to be a challenge.
                I just don't know what I want. What
                do I want?
                                                                35.
      
      
      
      He stares at Einstein, Da Vinci and Plato, but they offer no
      advice.
      
                          MASTER MIND (CONT'D)
                I want a man of moral fiber with a
                strong sense of right and wrong.
                Someone who doesn't seek power -
                instead, they must have it thrust
                upon them and find, within
                themselves, the courage to rise to
                the occasion.
      
      Einstein lets out a short laugh, getting everyone's
      attention.
      
                          EINSTEIN
                Yeah, well, it sounds like what you
                want is Uberman.
      
      Master Mind snaps the fingers of his non-metal hand.
      
                          MASTER MIND
                That's it! Why make a copy when the
                real thing will do?
      
      The lackeys look at each other, they can't believe what
      they're hearing.
      
                          EINSTEIN
                I was just kidding, sir. In case
                you forgot, you actually burned
                Uberman alive.
      
                          MASTER MIND
                Then we'll make a new one. Plato,
                bring me the box!
      
      MINUTES LATER
      
      Master Mind and the lackeys stand in a circle around a small
      table.
      
      Plato places a STAINLESS STEEL CHEST in the tables center.
      
      As Master Mind opens it, he's immediately doused in WHITE
      GLOW emanating from inside.
      
                          MASTER MIND
                Behold - Uberessence. The very
                thing that gave Uberman his
                superhuman powers.
                                                              36.
      
      
      
                          EINSTEIN
                Where the hell did you get that?
      
                          MASTER MIND
                Oh, I shot him with a power sucking
                gun and had this idea to use this
                to clone a whole army of evil
                Ubermen. I'm not sure why I never
                got around to following up with
                that.
      
                          PLATO
                I believe he defeated you before
                you could, master.
      
                          MASTER MIND
                ...Right. Man, he was good!
      
                          DA VINCI
                You want another volunteer, sir?
      
                          MASTER MIND
                Not another volunteer driven by the
                need for personal gain. Somebody
                else, somebody pure.
      
      Master Mind turns to see an INTERVIEW WITH HAL playing on the
      muted television. Underneath his face is a blue caption with
      white lettering that reads: "Hal Stewart - Metro City's
      Newest Hero?"
      
                          NEWS REPORTER
                ...who risked his own life to save
                that of a young mother and her
                child.
      
                          HAL
                Please, please, you're embarrassing
                me. I saw someone in need and I
                helped them. What more can we ask
                of ourselves. I ask you, what more?
      
      A smile creeps across the evil one's face.
      
                          MASTER MIND (CONT'D)
                Somebody like him!
      
      EXT. CITY STREET - DAY
      
      Plato is sitting in the van, staring into a pair of
      binoculars as he speaks on a cellphone.
                                                              37.
      
      
      
                          PLATO
                Yeah, sir. This guy is a real piece
                of work. He used to teach bowling
                at Kingpin's.
      
      INT. MASTER MIND'S HIDEOUT - DAY
      
      Master Mind is sitting with his feet up on a computer console
      as he speaks to Plato.
      
                          MASTER MIND
                    (into phone)
                A modest profession to brilliantly
                hide his true heroic nature. I love
                it.
      
      EXT. CITY STREET - DAY
      
                          PLATO
                Then you are absolutely going to
                love this -
      
      We follow Plato's line of sight across the street where we
      see HAL PLAYING WITH A LARGE GROUP OF BLIND CHILDREN.
      
                          PLATO
                - He volunteers at a school for the
                blind.
      
      INT. MASTER MIND'S HIDEOUT - DAY
      
      Intrigued, he suddenly sits up in his chair.
      
                          MASTER MIND
                He volunteers. He doesn't ask for
                any reward for his deeds. The fates
                are shining down on me. This Mr.
                Stewart is truly an unselfish soul.
      
      EXT. BLIND SCHOOL - DAY
      
      From a distance, Hal seems to be consoling an upset child
      who's sitting on a rock. But up close...
      
                          HAL
                You greedy little bastard. I
                already gave you a twenty.
      
                          BLIND KID
                Hey, you want me to play along?
                Then pay up, bitch!
                                                              38.
      
      
      
                          HAL
                Fine, but you better be convincing.
      
      He gives the kid a bill out of his wallet and looks over his
      shoulder to see a HOT TEACHER walking toward them.
      
                          HAL
                Here she comes, go to work.
      
      Like a miniature Brando, the blind kid buries his face in his
      hands and begins to cry.
      
                          BLIND KID
                    (weeping)
                Why can't I see! Why God?
      
      Hal puts a warm consoling hand on the weeping boy's shoulder.
      
                          HAL
                Hey, Peter. C'mon champ, let me
                look at you.
      
      The Hot Teacher stops and curiously watches from a distance.
      
      The boy looks up at Hal, tears running down his dark
      sunglasses - he should get an Oscar.
      
                          HAL
                You know, in life we're all given
                no more than we can bear. This
                happened to you maybe because you
                were meant to rise above it - Maybe
                to be an inspiration to the other
                little Peteys out there.
      
                          BLIND KID
                You really think so, Hal?
      
                          HAL
                Hey, does it LOOK like I'm lying?
                Now c'mon, go feel your way to
                class before you get your little
                butt suspended.
      
      The boy stands up and is about to take off.
      
                          HAL
                Petey, wait a minute.
      
      Hal uses his shirt sleeve to wipe the tears away from the
      boy's face before sending him on his way.
                                                               39.
      
      
      
      The Hot Teacher grabs her chest. Her heart is about to
      absolutely melt.
      
                          HAL
                Don't run into anything!
      
      EXT. STREET - CONTINUOUS
      
      Plato lowers his binoculars. From his perspective, Hal should
      be next in line for popehood.
      
                          PLATO
                I think I've seen enough, sir. This
                is your guy.
      
                          MASTER MIND (O.S.)
                    (over radio)
                Then return to base. We have much
                work to do.
      
      Plato starts up the van and pulls away.
      
      INT. BAR - DAY
      
      It's a busy night. A couple of trucker types are shooting
      pool as the bartender slings drinks.
      
      Hal is nursing a beer at the bar when he suddenly notices a
      very ATTRACTIVE WOMAN sitting next to him.
      
      As he goes to straighten his stool-posture, Hal suddenly
      catches himself on the bar's TELEVISION - it's a story about
      how he saved the woman and her baby at the construction site.
      
      He turns back to the Attractive Woman next to him, then back
      to the TV. A plan of attack is forming.
      
                          HAL
                    (obviously playing it up
                     for the woman's benefit)
                Oh, there it is again. This is
                really getting embarrassing now.
      
      The woman looks up at the screen and gives Hal a double-take.
      
                          ATTRACTIVE   WOMAN
                Oh my God! It's you!   You're the man
                who saved that woman   and her baby
                the other day! It is   you, isn't it?
      
      TRUCKER #1, getting a drink at the bar next to them,
      OVERHEARS.
                                                               40.
      
      
      
      Hal rolls his eyes and puts his hands up in the air.
      
                          HAL
                    (to Attractive Woman)
                Oh, crap. You got me.
      
      TRUCKER#1 taps Hal on the shoulder.
      
                          TRUCKER#1
                Let me tell you something. That was
                just about the bravest damn thing
                I've ever witnessed. (he turns to
                the rest of the bar) Hey,
                everybody! This guy's the hero from
                TV!
      
      The bar ERUPTS IN CHEERS.
      
      MOMENTS LATER
      
      Hal is riding on the shoulders of TRUCKER#2 and TRUCKER#3 as
      `I'm Holding Out For A Hero' plays on the jukebox.
      
      TRUCKER#1 suddenly puts his hands in the air. The room
      quickly goes silent.
      
                          TRUCKER#1
                I want to give you something.
      
      He reaches into his pocket and takes out a medal. He holds it
      up in the air for everyone to see.
      
                          TRUCKER#1 (CONT'D)
                Lost my whole platoon. They were a
                lot a good boys, a lot of good
                boys. That was just the way things
                were in "The Grenada." I'd rather a
                real hero have this.
      
      Trucker#1 gives the medal to a speechless Hal.
      
                          ATTRACTIVE WOMAN
                Hey, you're on TV again.
      
      The crowd looks up at the Television.
      
      TELEVISION - CONTINUOUS
      
      The anchor man, BRAD HELMS (early 40's, amazing mustache),
      suddenly has a memo passed to him.
                                                                 41.
      
      
      
                          BRAD HELMS
                This just in. Upon a second look at
                that tape from this morning, which
                we'll now replay for you, it
                appears it was not the heroic act
                it first seemed to be.
      
      The tape shows Hal running in slow motion.
      
                          BRAD HELMS (O.S.) (CONT'D)
                With the tape slowed down you can
                actually see the man push the woman
                and her child out of the way in an
                effort to save his own life.
      
      The tape shows Hal, in a clear act of self-preservation,
      pushing the woman and child out of the way.
      
                                                CUT BACK TO:
      
      INT. BAR - CONTINUOUS
      
      In unison, everyone turns their heads back to Hal.
      
                          HAL
                I guess that looks kinda bad.
      
      Trucker#1 snatches his medal back.
      
      EXT. NEARBY ROOF - NIGHT
      
      Master Mind, Da Vinci and Plato look down, spotting Hal
      cutting through a dark alley.
      
                          DA VINCI
                There he is, boss.
      
      Da Vinci hands Master Mind a fantastic looking silver rifle.
      
                          MASTER MIND
                Now, we're sure this won't kill
                him?
      
                          PLATO
                Yes, sir. He'll just feel a slight
                electrical shock.
      
                          MASTER MIND
                Good.
      
      Master Mind raises the rifle and aims it at Hal.
                                                                42.
      
      
      
      EXT. ALLEY - NIGHT
      
      Hal wipes the blood from his nose with his shirtsleeve.
      
      A LIGHTENING BOLT suddenly zaps Hal in the back. His teeth
      spark and arc electrons as his entire body shakes and
      shudders violently. He finally collapses, knocking over a row
      of garbage cans.
      
      EXT. NEARBY ROOF - NIGHT
      
      An angry Master Mind slaps Plato.
      
                          MASTER MIND
                Slight electrical shock?
      
      EXT. ALLEY - NIGHT
      
      Hal lies flat on his back, his jacket smoldering.
      
      Dazed, he slowly rises to his feet and looks up at the sky.
      
                          HAL
                God, I hate the weather in this
                city.
      
      Hal walks off into the night as he attempts to slap the
      emitting smoke from his jacket.
      
      EXT. NEARBY ROOF - NIGHT
      
      Master Mind turns to Da Vinci.
      
                          MASTER MIND
                Follow him.
      
      INT. HAL'S APARTMENT - NIGHT
      
      It's a dirty, small studio. Laundry lies everywhere, dishes
      are piled in the sink and the litter box looks like a
      minefield.
      
      Hal comes staggering in. Through his POV we see the lights
      wobble and streak like a hallucination.
      
      He shakes his head trying to clear thing up, but it looks
      worse.
      
      Hal makes his way to the kitchen table and plops down on a
      chair. The room begins to swim.
      
      His CAT jumps on the table and sits down in front of him.
                                                                 43.
      
      
      
      From Hal's POV the cat's face looks like we're seeing it
      through a kaleidoscope. Hal seems fascinated by it.
      
                           CAT
                 You don't look so good, man.
      
                           HAL
                 I don't feel good. I was struck by
                 freaking lightening.
      
      Suddenly Hal realizes his cat's talking to him.
      
                           HAL (CONT'D)
                 AAAAAAHHHHH! You can talk?
      
                           CAT
                 No, you're just hallucinating. By
                 the way, we're out of orange juice.
      
                           HAL
                 AAAAAAHHHHH!
      
      Hal jumps up, trips over a cardboard box and knocks himself
      out on the coffee table.
      
      INT. HAL'S APARTMENT - MORNING
      
      Hal lies in the same position we left him last night.
      
      He sits up and grabs his head. He looks like he has the worst
      hangover in the world.
      
      Finally, he remembers last night. He looks around, but not
      really sure what he's looking for.
      
                           HAL
                 Man...
      
      Shaking his head, he walks to the kitchen and opens the
      refrigerator.
      
      He pulls out an orange juice container and puts it to his
      mouth. It's empty.
      
      As if suddenly remembering something he looks from the carton
      to the cat, who is busy cleaning himself.
      
      He shakes the thought from his mind.
      
      BATHROOM
      
      Hal lifts the seat and unbuckles his pants.
                                                              44.
      
      
      
      HAL'S FACE
      
      He stares at the ceiling with half closed eyes. The
      inevitable sound of urine hitting water starts. A content
      look washes over his face.
      
      There is a distinct sound of porcelain CRACKING and
      SPLINTERING.
      
      The sound intensifies. Hal looks down to see his URINE STREAM
      SMASHING THE TOILET.
      
                              HAL (CONT'D)
                   Oh, God!
      
      He whips his stream away only to cut a LONG RIP IN THE WALL.
      
                              HAL (CONT'D)
                   Oh, God!
      
      He freaks out and begins to lose control of his flow as it
      destroys everything he accidently aims at; the bathroom
      mirror, a bottle of cheap cologne, the bathroom window.
      
                              HAL (CONT'D)
                   Oh, God!
      
      He aims back for the toilet, which is pretty much rubble now,
      to see the floor give way.
      
      Finally, the pee stops and he glances down the hole.
      
      He sees his downstairs NEIGHBOR sitting at his breakfast
      table. He has a fork halfway to his mouth as he stares at the
      smashed toilet on his pancakes.
      
      EXT. STREET - DAY
      
      Hal turns the corner to see his bus pulling away from the
      stop.
      
                              HAL
                   Wait!
      
      He starts running after it.
      
      ZOOM - HE TAKES OFF LIKE LIGHTENING.
      
                             HAL (CONT'D)
                   Whoa, whoa, whoa!
      
      Unable to stop, he SLAMS INTO THE BACK OF THE BUS and falls
      back to the ground.
                                                                 45.
      
      
      
      As the bus continues on he sees an INDENTATION of his torso
      right below the rear window.
      
      Stunned, to say the least, he rises to his feet.
      
                          HAL (CONT'D)
                Something's not right here.
      
      He slaps himself in the face as hard as he can.
      
                          HAL (CONT'D)
                Wake up! Wake up, Hal!
      
      HONK!
      
      Hal spins around to see a car barreling toward him.
      
      He goes to jump out of the way - ZOOM - he FLIES TWO STORIES
      UP, nails a building and comes crashing back down to the
      sidewalk.
      
      Hal sits up, disheveled and scared.
      
                          HAL (CONT'D)
                Okay, okay. Let's get it together,
                man.
      
      He closes his eyes in an attempt to will back his sanity.
      
                          HAL (CONT'D)
                This is just some sort
                of...episode. It will pass, it will
                pass.
      
      He opens his eyes and looks down the street. A BEAUTIFUL
      NAKED WOMAN is coming toward him.
      
                          HAL (CONT'D)
                Well, not too fast I hope.
      
      As she passes him and turns the corner out of his view he
      catches ANOTHER NAKED WOMAN - an old disgusting one.
      
                          HAL (CONT'D)
                Yes, fast, fast!
      
      He turns away from her in horror only to see AN ENTIRE BLOCK
      OF NAKED PEOPLE going about their business.
      
      He rubs his eyes and looks down the street again. Everyone
      has returned to a clothed state.
                                                              46.
      
      
      
      He relaxes a little until he looks down and notices that he's
      floating a foot off the ground.
      
                          HAL (CONT'D)
                I think I need to go home.
      
      INT. HAL'S APARTMENT - DAY
      
      Hal's front door CREAKS as it slowly opens, revealing Master
      Mind.
      
      He walks over to the bathroom and smiles to himself as he
      notices the giant hole in the floor.
      
                          MASTER MIND
                Welcome to your second birth, Hal
                Stewart.
      
      Master Mind continues to survey the room. He stops to look
      over a "KARATE KID" POSTER on Hal's living room wall.
      
      He focuses on the majestic image of Pat Morita teaching a
      young Ralph Macchio to kick.
      
                          MASTER MIND (CONT'D)
                Instruction is very important in
                the formative years. Every hero
                needs a mentor, a father figure to
                look up to.
      
      He presses his special watch, causing his body to MORPH INTO
      THE SPITTING-IMAGE OF PAT MORITA.
      
                           "PAT MORITA"
                Perfect.
      
      INT. HAL'S APARTMENT - DAY
      
      Hal enters, grabs a bottle of vodka from atop of the fridge
      and takes a long pull from it.
      
                          VOICE (O.S.)
                A man will usually find that if he
                drinks from a bottle, eventually,
                the bottle drinks from him.
      
      Hal does a SPIT TAKE. In the corner a darkened figure stands.
      
                          HAL
                Who are you!?
                                                                47.
      
      
      
                          VOICE
                I am the guide on your journey.
                Fate has chosen you to be it's
                champion.
      
      Pat Morita steps out from the shadows.
      
      Hal passes out again.
      
      LATER
      
      We are close on Hal's face as his eyes flutter open. He
      appears to be lying on the couch.
      
      He hunches up on his elbows, looks around, but everything is
      as it seems.
      
      He lays his head back down.
      
                          HAL
                Thank God. It was a dream. Man, I
                must be losing it.
      
      A voice sounds right next to his ear.
      
                          "PAT MORITA" (O.S.)
                You know you're out of orange
                juice?
      
      Hal leaps up to find he's been resting his head on Pat's lap.
      
                          HAL
                Jesus! This isn't happening, this
                isn't happening.
      
      Hal backs away and trips over a box.
      
                          "PAT MORITA"
                Calm. All things must be filtered
                through calmness.
      
                           HAL
                Bullshit! Sometimes it's best to
                freak out.
      
                          "PAT MORITA"
                I think we must work on your
                attitude first.
      
                          HAL
                Look I'm gonna call the cops in
                about two seconds if you don't get
                out of here.
                                                              48.
      
      
      
      Pat rises and walks to Hal. He's so calm it makes Hal calm.
      
                          "PAT MORITA"
                Are you calm now?
      
                          HAL
                Yeah, I'm okay.
      
      Pat slaps him across the face hard.
      
                          "PAT MORITA"
                Good, because we've got a lot of
                work to do.
      
      Hal grabs his jaw.
      
                          HAL
                What the hell was that for?
      
                          "PAT MORITA"
                Rule number one: expect the
                unexpected.
      
                           HAL
                Can you just tell me what this is
                all about?
      
                          "PAT MORITA"
                The heavens are not in the habit of
                bestowing a gift such as this to
                just anyone. You are being rewarded
                for being a man of great moral
                fortitude with an unwavering belief
                in humanity.
      
                          HAL
                That's me alright.
      
                          "PAT MORITA"
                I am to train you so you may
                fulfill your destiny to defeat the
                great menace to Metro City: Master
                Mind.
      
      Pat gets up and walks toward the door.
      
                           "PAT MORITA" (CONT'D)
                Come.
      
                          HAL
                We're are we going?
                                                              49.
      
      
      
                             "PAT MORITA"
                To train.
      
      EXT. PAT'S CAR - DAY
      
      Pat is sitting in the driver's seat. The car is bumping up
      and down.
      
                          "PAT MORITA"
                Strength is just as much in the
                mind as it is the muscle. Remember,
                both need to be exercised.
      
      We PULL BACK to see Hal lifting the car up over his head.
      He's hardly straining.
      
                          HAL
                I'M LIFTING A FREAKING CAR!!!
      
      Pat leans on the HORN.
      
                          "PAT MORITA"
                Hey, Corky? You listening?
      
      Two highly attractive female joggers run by. They're clearly
      impressed with Hal's show of strength. He smiles and mouths a
      "hello."
      
                          HAL
                Yeah, work both muscles.
      
      EXT. DESERT - DAY
      
      Pat cocks back the chamber of a .357 MAGNUM. He holds it up
      and carefully takes aim...at Hal's chest.
      
                             "PAT MORITA"
                Trust me.
      
                          HAL
                What are you doing!?
      
                          "PAT MORITA"
                An invulnerability test. Something
                wrong?
      
                          HAL
                Uh...yeah. I would prefer not to
                get shot. Do not fire that thing!
      
      Frustrated, Pat lowers the gun.
                                                               50.
      
      
      
                          "PAT MORITA"
                You're bulletproof.
      
                          HAL
                Okay, do you know that for sure?
      
      Pat quickly aims and fires.
      
      Hal lets out a high pitched scream as the bullet ricochets
      off his chest.
      
                            "PAT MORITA"
                I do now.
      
      Hal looks down at his chest, not so much as a scratch.
      
                            HAL
                You suck.
      
      EXT. SKY - DAY
      
      Hal is in the air flying in a sitting position. He's weaving
      back and forth.
      
                          HAL
                Ice Man, I got a bogie on my tail.
                Two Russian Migs coming in hard and
                fast.
      
                            "PAT MORITA"
                Hey!
      
                            HAL
                What?
      
      Hal looks down to see Pat Morita yelling at him from the roof
      of a building down below.
      
                          "PAT MORITA"
                What did I tell you? Stomach down,
                hands up.
      
      Hal sighs and assumes the proper superhero in-flight
      position.
      
                          HAL
                God, I feel so gay.
      
      Pat's CELL PHONE begins to RING. He answers it.
      
                          "PAT MORITA"
                    (in Master Mind voice)
                What is it?
                                                              51.
      
      
      
                          ROXANNE (V.O.)
                John?
      
      Pat panics. He looks up to make sure no one is in earshot.
      
      He sees Hal now doing somersaults in the air.
      
                          HAL
                YEEEE HAWWWW!
      
      Pat turns his attention back to the phone, talking in his
      John Cusack voice.
      
                          "PAT MORITA"
                    (in Cusack voice)
                Yes, it's John Cusack.
      
                           ROXANNE (V.O.)
                Hi, it's Roxanne. Listen, I...I
                really enjoyed talking with you the
                other day.
      
                          "PAT MORITA"
                ...As did I.
      
                          ROXANNE (V.O.)
                Great. God, I feel really silly,
                and if you have a lot going on I
                totally understand. But, I was
                wondering if you maybe wanted to
                have lunch.
      
      He can't believe what he's hearing.
      
                          "PAT MORITA"
                    (excited)
                I'd love to!
      
      He quickly recovers his composure.
      
                          "PAT MORITA" (CONT'D)
                I mean, I AM a little hungry.
      
                          ROXANNE (V.O.)
                Great. How does the park sound,
                around noon-ish?
      
                          "PAT MORITA"
                Sure!
      
                          ROXANNE (V.O.)
                Great, see you then.
                                                              52.
      
      
      
      Pat hangs up the phone and returns it to his pocket as Hal
      lands behind him.
      
                          HAL
                WHOOOOA! Man, that is so cool. It's
                like fly - Oh my God, I almost said
                it was like flying.
      
                          "PAT MORITA"
                For the rest of the day I want you
                to continue to practice your flying
                posture.
      
                          HAL
                Why, where're ya going?
      
                          "PAT MORITA"
                ...To do something...mysterious
                ...and Asian.
      
                          HAL
                Say no more, bro. I'll just keep at
                it, then.
      
      EXT. PARK - DAY
      
      John Cusack and Roxanne eat WRAPPED SANDWICHES while walking
      through Metro City Park.
      
                          ROXANNE
                How's your sandwich?
      
                          "JOHN CUSACK"
                It's quite delicious.
      
                          ROXANNE
                Hope you don't think I'm too
                forward. Some men are intimidated
                when a woman asks them out. I just
                find you really easy to talk to.
      
                             "JOHN CUSACK"
                And I you.
      
                          ROXANNE
                You know, you're not at all like
                you are in the movies.
      
                             "JOHN CUSACK"
                I'm not?
                                                              53.
      
      
      
                          ROXANNE
                Yeah. I don't know - You have this
                strange, refined way of speaking.
      
                          "JOHN CUSACK"
                I do? That is most interesting.
      
                           ROXANNE
                Anyway, when we were talking the
                other day I just felt, even though
                we only talked for a couple of
                hours, that we've known each other
                for years.
      
                          "JOHN CUSACK"
                I know just what you mean.
      
      Roxanne bites into her sandwich.
      
                          ROXANNE
                You know what? This sandwich is
                disgusting.
      
      She tosses it in a nearby garbage can.
      
                           ROXANNE (CONT'D)
                Of course I already ate half of it.
                I wonder what that says about my
                character?
      
                          "JOHN CUSACK"
                It means you don't give up on a
                sandwich. You see that it has
                potential, and you give it every
                chance to be all it can be.
      
      Roxanne smiles at his analogy.
      
                          ROXANNE
                Thanks, but knowing me, I was
                probably projecting my expectations
                of what a lunch should be on the
                sandwich. It might have been okay
                at first, but I just made it
                bitter.
      
      John Cusack notices Roxanne's smile starting to fade.
      
                          "JOHN CUSACK"
                Is that what happened with your
                last sandwich - I mean, boyfriend?
                                                              54.
      
      
      
                          ROXANNE
                When I look back, I probably
                shouldn't of expected so much from
                him. He was already a giving
                person. You know, one of those go
                out and save the world types.
      
                          "JOHN CUSACK"
                I've run into a few.
      
                          ROXANNE
                I was selfish, I guess. I didn't
                want to share him with anybody
                else.
      
                          "JOHN CUSACK"
                It sounds like he was a special
                man.
      
                          ROXANNE
                They broke the mold.
      
      John Cusack arches his eyebrow in a very familiar manner.
      
                          "JOHN CUSACK"
                Perhaps not.
      
      INT. ABANDONED WAREHOUSE - DAY
      
      Hal walks up to Pat Morita sporting a Lone Ranger-type mask
      and wearing a purple and red superhero costume. It's not
      unlike Uberman's except for a giant "T" on his chest. (From
      here on, Hal is referred to as TITAN)
      
                          TITAN
                What's the "T" stand for?
      
                          "PAT MORITA"
                Titan.
      
                          TITAN
                What's that supposed to mean?
      
                          "PAT MORITA"
                It's from Roman mythology. Zeus's
                father...oh, just go with it. You
                look perfect.
      
                          TITAN
                I don't think this mask is big
                enough. Are you sure no one is
                gonna recognize me?
                                                               55.
      
      
      
                          "PAT MORITA"
                It's fine, just don't slouch. It's
                all in the posture.
      
      He grabs Titan's shoulders like a proud papa.
      
                          "PAT MORITA" (CONT'D)
                It is time.
      
      INT. BANK - DAY
      
      There is a long line of people snaked around the velvet
      ropes. They're all waiting for their chance at the one open
      teller window.
      
      Four men wearing BEATLES MASKS(JOHN,PAUL,GEORGE,AND RINGO)and
      CARRYING SHOTGUNS enter the bank.
      
      John fires a shot in the air, sending everyone into an
      immediate panic.
      
                          JOHN
                Alright folks, this is a robbery.
                Nobody moves - yadda, yadda,
                yadda...
      
      Ringo jumps over the teller wall and starts stuffing bills
      into a bag.
      
      As John and Paul cover the crowd, George goes to the corner
      office and puts a gun to the BANK MANAGER'S head.
      
                          GEORGE
                The safe. Let's go.
      
                          BANK MANAGER
                Okay, just don't hurt anyone.
      
                          GEORGE
                Yeah, yeah, yeah.
      
      George leads him out by the collar.
      
      CRASH - Titan smashes through the window and lands in a bold
      superhero stance with hands on hips.
      
                          TITAN
                Well, boys, there's no need for all
                this just to get the free toaster.
      
      Paul cocks his gun.
                                                                 56.
      
      
      
                          PAUL
                What are you suppose to be?
      
      We move in for a nice dramatic close up.
      
                            TITAN
                Justice.
      
                          GEORGE
                Well, justice, suck on this...
      
      George, John and Paul open fire on Titan.
      
      He just stands there and yawns as the bullets bounce off him.
      
      With their guns empty the three just stare at him in
      amazement.
      
                          TITAN
                Now it's my turn.
      
      He turns to George.
      
                          TITAN (CONT'D)
                Hey, George, here comes the sun.
      
      Titan grabs George and throws him into a fluorescent light
      fixture in the ceiling.
      
      Paul tries to run for the door. Titan snatches the collar of
      his jacket.
      
                          TITAN (CONT'D)
                Say, Paul, your mother should
                know...that you're a scumbag.
      
      He tosses Paul out the window and into a parked DELIVERY
      TRUCK.
      
      Titan turns around just as John hits him with the butt of his
      shotgun. It instantly breaks apart in his hands.
      
      Titan lifts him like a rag doll up into the air.
      
                          TITAN (CONT'D)
                John, all you need is love...
      
      He throws John who lands on top of a cubical wall - GROIN
      FIRST.
      
                          TITAN (CONT'D)
                ...and a good urologist.
                                                              57.
      
      
      
      Titan effortlessly hops over the teller wall to find Ringo
      cowering on the floor.
      
      He grabs him by the shirt and lifts him up.
      
                          HAL
                Well, Ringo...um...um...you're
                under arrest.
      
      EXT. BANK - DAY
      
      Titan walks out of the bank with Ringo and George under his
      arm. He's suddenly swarmed by a group of television
      reporters, including Roxanne.
      
      Across the street is Pat Morita. He watches Titan's first
      news conference with great anxiety.
      
                          BANK MANAGER
                    (to Hal)
                On behalf of the First National
                Bank of Metro City, I'd like to
                offer you a reward for your act of
                bravery.
      
      He hands Titan a check.
      
                          TITAN
                    (reading)
                Ten thousand dollars!
      
      Titan looks over to Pat, who violently shakes his head no.
      
                          TITAN (CONT'D)
                    (unenthusiastically)
                I...can't except this. Law and
                order is it's own...um...reward.
      
      Pat gives him the thumbs up. Pat turns, suddenly seeing
      Roxanne with her camera crew. Captivated, his eyes lock on
      her.
      
      Meanwhile, Roxanne and her cameraman, SETH, are maneuvering
      around the crowd to get closer to Titan.
      
                          BRAD HELMS (O.S.)
                Not so fast, Roxanne.
      
      They both turn to see Roxanne's reporter rival Brad Helms,
      Geraldo without the class, and his cameraman, FRANK.
      
                          BRAD HELMS
                This story's mine.
                                                                 58.
      
      
      
                          ROXANNE
                Listen, Brad. We were just in the
                area. I was just trying to -
      
                          BRAD HELMS
                I've been in this business long
                enough to know pretty well what you
                were "just trying to do." Besides,
                I heard you couldn't take the big
                game anymore and were put on fluff
                detail?
      
      Dejected, Roxanne turns and motions for Seth to turn the
      camera off.
      
                          SETH
                You're not gonna take that from
                him, are you?
      
                          ROXANNE
                He's right. Old habit, I guess.
                    (to Brad)
                We'll get out of your way.
      
      As they walk off, Brad makes a comment to Frank loud enough
      for her to hear.
      
                          BRAD HELMS
                Besides, I'm sure there's a pancake
                supper somewhere that needs
                covering.
      
      INT. ABANDONED METRO CITY LIBRARY   - OFFICE - DAY
      
      ON TELEVISION
      
      We see the news conference on the bank's steps. In the corner
      of the screen is written: "recorded earlier."
      
                          BRAD HELMS
                For months now, since the death of
                Uberman, the citizens of Metro City
                have been holding out for a hero.
                Well, it appears they won't have to
                hold out for much longer as a new
                costumed crusader has suddenly
                stormed onto the scene. Today, at
                the Metro Savings and Trust, a
                masked mystery man single-handedly
                defeated "The Fab Four Gang." Just
                who is this new caped avenger?
      
      Brad holds the microphone to Titan's face.
                                                               59.
      
      
      
                          BRAD HELMS
                I'm sure all of our viewers are now
                wondering, what's the "T" stand
                for?
      
                          TITAN
                It's a message to all the scum out
                there. Uberman may be gone, but
                Metro City has a new protector, and
                his name is "Tighten!"
      
      Another reporter leans in.
      
                          REPORTER
                How do you spell that?
      
      We PULL BACK to see Plato and Da Vinci watching this
      spectacle. Master Mind is sitting with them, reading a
      NEWSPAPER.
      
                          MASTER MIND
                    (reading paper)
                Oh, for heaven's sake. I can't
                believe it. He misspelled his name.
      
      Master Mind holds up the newspaper. The headline reads
      "Metro's New Hero: Tighten."
      
                          MASTER MIND (CONT'D)
                No matter, I suppose.
      
      Master Mind throws the paper on the floor and begins to pace
      around the room with his arms folded behind his back.
      
                          MASTER MIND (CONT'D)
                We've now fully established Titan
                as Metro City's hero. They will
                love him just as they loved
                Uberman. Everything is going
                according to plan.
      
      Einstein leans over and whispers in Plato's ear.
      
                          EINSTEIN
                    (whispering)
                Yeah, if the plan is getting us in
                jail.
      
      Master Mind turns around, facing Einstein. He walks over,
      standing face to face with the rebellious henchmen.
                                                              60.
      
      
      
                          MASTER MIND
                You know, Einstein, maybe I should
                have called you Socrates. He also
                didn't know when to keep his
                thoughts to himself.
      
                           EINSTEIN
                I just fail to see the point in all
                of this. I mean, why are we
                creating another superhero when it
                was such a pain in the ass for you
                to get rid of the other one? I
                mean, Uberman is destroyed, we
                should be using this opportunity
                to...to...
      
                            MASTER MIND
                To what?
      
                          EINSTEIN
                I don't know. To take over the
                weather, space, the world -
                whatever super villains are
                SUPPOSED to do.
      
                          MASTER MIND
                The reason someone like you will
                always be a minion is because you
                have no foresight. We take over the
                earth, like you said. Then what?
                Women? Cars? Money? Even the
                grandest treasures will lose their
                lustre if you don't have someone to
                hold them over.
      
      Einstein throws up his hands. He's had enough. He pulls off
      his wig and throws it to the floor.
      
                          EINSTEIN
                That's it! This balance of the
                force bullshit is getting way too
                Oprah for me. I'm blowing. Who's
                with me?
      
                            MASTER MIND
                You dare?
      
                          EINSTEIN
                Yeah, I dare. I'm sick of wearing
                stupid costumes, and I'm sick of
                working for a super villain who's
                turning into a softie.
                                                              61.
      
      
      
      Plato and Da Vinci's mouths drop to the floor. They turn to
      Master Mind for his rebuttal.
      
                          MASTER MIND
                What - did - you - call me?
      
                          EINSTEIN
                You heard me. You used to be an
                inhuman monster, now look at you.
                You're creating super heroes, you
                don't go with us on robberies
                anymore, it's been days since you
                threatened anyone, oh, and not to
                mention this Roxanne Ritchi thing.
      
                          MASTER MIND
                THAT is none of your business,
                knave!
      
                          EINSTEIN
                Hey, you guys haven't sealed the
                deal yet, have you?
      
                           MASTER MIND
                Silence!
      
                          EINSTEIN
                    (In a woman's voice)
                Oh, Master, your head is so big.
      
                          MASTER MIND
                I'm warning you, Einstein.
      
                          EINSTEIN
                    (In a woman's voice)
                Take me!
      
                          MASTER MIND
                I said silence!
      
      With his metal gauntlet Master Mind grabs Einstein by the
      throat and lifts him into the air.
      
      Einstein looks frightened as he tries to pry himself free of
      Master Mind's grip.
      
      Master Mind's eyes soften as if his heart is suddenly not
      into what he's about to do. He let's Einstein drop to the
      floor.
      
                          MASTER MIND (CONT'D)
                Get out of my sight.
                                                               62.
      
      
      
      EXT. RESTAURANT - NIGHT
      
      Roxanne and John Cusack are eating on the outside patio of a
      fancy restaurant.
      
                          ROXANNE
                Don't get me wrong, I love being a
                reporter. I don't think I could do
                anything else. It's the
                consequences of what we do that I'm
                having a problem with.
      
      He listens intently as he refills her glass with wine.
      
                          "JOHN CUSACK"
                That's where journalistic
                responsibility comes in, no?
      
                          ROXANNE
                It's supposed to.
      
                          "JOHN CUSACK"
                Sounds to me like you're running
                from something.
      
                          ROXANNE
                I got someone I cared about killed.
                If it wasn't for me, he wouldn't
                have been involved.
      
      John suddenly gets a disturbed look in his eye, realizing
      what she's talking about.
      
      He reaches across the table and takes her hand.
      
                          "JOHN CUSACK"
                You can't blame yourself. My father
                used to say each of us must answer
                the great call to truly feel alive.
      
                          ROXANNE
                Was he an actor?
      
                          "JOHN CUSACK"
                ...No. He was...a landscaper. And a
                horrible one. I mean he would fail
                time and time again at
                his...landscaping. And sometimes
                he'd get pretty beaten up or thrown
                in jail -
      
                          ROXANNE
                Jail?
                                                              63.
      
      
      
                          "JOHN CUSACK"
                My point is he took the good with
                the bad. He grew a little each
                time. Improved, learned.
      
                          ROXANNE
                Was he ever successful?
      
                          "JOHN CUSACK"
                God, no...but don't let deter you.
      
      Roxanne LAUGHS.
      
                          ROXANNE
                Thanks for this. You know, this is
                embarrassing, but it's been a long
                time since I -
      
      It's starting to lightly sprinkle. Roxanne looks up.
      
                          ROXANNE (CONT'D)
                I think it's starting to rain. We
                might want to find a table inside.
      
                          "JOHN CUSACK"
                What were you gonna say?
      
                          ROXANNE
                Oh, I was gonna say...It's been a
                long time since...well, I've been
                with someone I...enjoy being with.
      
      John Cusack smiles warmly and raises his glass for a toast.
      
                          "JOHN CUSACK"
                To people who enjoy being with each
                other.
      
      They go to clang glasses, when the rain suddenly causes John
      Cusack's disguise generator to short.
      
      His true form of Master Mind is briefly revealed to Roxanne
      as a BOLT OF ELECTRICITY encircles his body.
      
      Roxanne drops her glass and jumps out of her seat.
      
                          MASTER MIND (CONT'D)
                Oh, no. Don't look at me.
      
      LIKE A BROKEN TV the image keeps switching between MASTER
      MIND AND JOHN CUSACK.
                                                              64.
      
      
      
      As Master Mind starts to franticly slap at his watch, the
      Cusack disguise begins to hold steady.
      
      He nonchalantly returns to cutting his steak.
      
                          "JOHN CUSACK"
                Okay, never mind that. Now, where
                were we?
      
      Roxanne grabs his glass and throws the drink in his face,
      causing the generator to short out permanently.
      
      Master Mind now sits in his true blue form.
      
                             ROXANNE
                Oh my God.
      
                          MASTER MIND
                You're not gonna get all freaky
                about this, are you?
      
                          ROXANNE
                This...this is too much, even for
                you. God, I go out with you, tell
                you my innermost thoughts.
      
                          MASTER MIND
                I only did this because I wanted to
                talk to you on the same level. You
                know, without all the baggage?
      
                          ROXANNE
                Baggage? You burned my boyfriend
                alive, you sick son-of-a-bitch!
      
                          MASTER MIND
                You see, that's exactly what I'm
                talking about.
      
      Roxanne starts to walk away.
      
                             MASTER MIND (CONT'D)
                Roxanne!
      
                          ROXANNE
                Stay away from me.
      
      Master Mind sinks back down to his chair. Despite the now
      heavy rain bombarding him, he returns to his food.
      
      Several resturaunt patron's are looking at him through the
      window.
                                                                 65.
      
      
      
      Our villain turns to them, giving them a villainous glare.
      
                          MASTER MIND
                What?
      
      INT. MASTER MIND'S BEDROOM - NIGHT
      
      Master Mind is lying on his back, wide awake.
      
                          MASTER MIND
                    (mumbling to himself)
                Stupid. What was I thinking? Plato,
                it's his fault. He's the one who
                sent me on this weak-willed path.
                I'll filet his scrotum for this.
                Me, a creature of evil, in love
                with Roxanne Ritchi. Preposterous.
                I hardly give such matters thought
      
      He rolls onto his side. He yawns and closes his eyes.
      
      Suddenly, they shoot back open.
      
                                               CUT TO:
      
      EXT. ROXANNE'S APARTMENT - NIGHT
      
      Master Mind pulls up in a blue Rolls Royce, across the street
      from Roxanne's apartment
      
      He stares up at the building, hoping to catch a glimpse of
      her.
      
      Finally, she appears, primping her hair in her apartment
      window's reflection.
      
                          MASTER MIND
                I should just go up there and just
                lay it all out to her. "Roxanne, I
                like you - I always have. Oh, and
                I'm sorry I blew up your ex.
                (realizing the absurdity of his
                words) Yeah, that would go over
                like a pants-less clown at a
                child's birthday party. What the
                hell am I even doing here? Who
                cares what she thinks? I'm a
                supervillain and here I am acting
                like a love struck schoolboy.
                Forget this. I control my own
                destiny!
                                                                66.
      
      
      
      He turns the ignition key - NOTHING HAPPENS. He repeats but
      gets the same results.
      
                          MASTER MIND (CONT'D)
                    (disgusted)
                Perfect.
      
      INT. ROXANNE'S APARTMENT - NIGHT
      
      She pulls a pack of smokes off her night stand. Empty.
      
                             ROXANNE
                Damn.
      
      She grabs her long coat and throws it over her robe.
      
      EXT. ROXANNE'S APARTMENT BUILDING
      
      Roxanne steps outside.
      
                          ROXANNE
                Please be open.
      
      Across the street is a liquor store. The light is still on.
      
                             ROXANNE (CONT'D)
                Thank God.
      
      She walks across the street, passing in front of Master
      Mind's car.
      
      Spotting her, he sinks down in his seat.
      
      Roxanne walks by, totally unaware of his presence.
      
      Relieved, Master Mind sits back up and watches her go into
      the store.
      
      INT. LIQUOR STORE - NIGHT
      
      Roxanne walks up to an elderly Korean SHOPKEEPER at the
      counter.
      
                          ROXANNE
                A pack of Lady Strikes, please.
      
      EXT. MASTER MIND'S CAR - NIGHT
      
      Master Mind is talking on his cell phone.
      
                          MASTER MIND
                Hello, Triple A?
                                                                 67.
      
      
      
      He suddenly spots something across the street.
      
      EXT. LIQUOR STORE - NIGHT
      
      A HOODLUM walks up to the entrance of the store and pulls out
      a gun from under his coat.
      
      EXT. MASTER MIND'S CAR - NIGHT
      
      Master Mind stares in shock.
      
                          MASTER MIND
                I'll call you back.
      
      He hangs up the phone and watches the Hoodlum go inside the
      store.
      
      INT. LIQUOR STORE - NIGHT
      
      The Hoodlum reaches across the counter and grabs a fist full
      of cash from the register.
      
                          SHOPKEEPER
                Hey!
      
                          SHOTGUN HOODLUM
                Shut up, Gramps.
      
      He turns to Roxanne, spotting a GOLD NECKLACE around her
      neck.
      
                          SHOTGUN HOODLUM (CONT'D)
                Gimme that necklace!
      
                          ROXANNE
                I don't think so.
      
      The Hoodlum cocks his shotgun.
      
                          SHOTGUN HOODLUM
                I said give it to me!
      
                          MASTER MIND (O.S.)
                The lady said no.
      
      The hoodlum turns around to see Master Mind in the doorway
      holding a STRANGE-LOOKING HAND CANNON (GOO GUN) with knobs
      and blinking lights.
      
      The hoodlum starts to laugh.
                                                              68.
      
      
      
                          SHOTGUN HOODLUM
                What the hell's that? A super
                soaker?
      
                          MASTER MIND
                No, it's a goo gun.
      
      The hoodlum turns his gun to Master Mind.
      
                          SHOTGUN HOODLUM
                Yeah, what's it do?
      
                           MASTER MIND
                It goos.
      
      Master Mind fires the cannon. It instantly covers the store
      in a cloud of SMOKE.
      
      The smoke clears to reveal the hoodlum STUCK TO THE WALL,
      covered in a thick, GREEN GUNK.
      
      Roxanne stares at him, dumbfounded.
      
                          MASTER MIND (CONT'D)
                It's...a prototype.
      
      Master Mind starts to walk out when he's suddenly confronted
      by the shopkeeper.
      
                          SHOPKEEPER
                I know you! You Master Brain guy.
                You a hero.
      
      Master Mind points the goo gun at him.
      
                          MASTER MIND
                Don't - EVER - say that again.
      
      EXT. LIQUOR STORE - NIGHT
      
      Master Mind walks out with the cannon resting on his shoulder
      like he's a short timer in Da Nang. Roxanne follows shortly
      behind him.
      
                           ROXANNE
                Hey!
      
      Master Mind turns around.
      
                          ROXANNE (CONT'D)
                Are you following me or something?
                                                               69.
      
      
      
                          MASTER MIND
                Don't flatter yourself.
      
      He turns away and continues walking. Roxanne runs in front of
      him blocking his way.
      
                          ROXANNE
                Don't walk away from me when I'm
                talking to you.
      
      Finally it occurs to her what's going on.
      
                          ROXANNE (CONT'D)
                What a minute...all that stuff you
                use to say to me when Uberman was
                alive - about me being the loyal
                queen by your side as you rule over
                Metro City. That wasn't just super
                villain rhetoric, was it? You
                actually meant it!
      
                          MASTER MIND
                My, someone has a rather high
                opinion of themselves.
      
      They stare at each other in silence, their glares locked in
      conflict.
      
                          ROXANNE
                    (coldly)
                Do you really think I would be with
                someone like you?
      
      This stings Master Mind to the bone. And after a brief
      contemplation, he reaches the only logical, painful
      conclusion.
      
                          MASTER MIND
                No.
      
      With that, Master Mind exits into the night, leaving Roxanne
      with a baffled expression on her face.
      
      INT. ABANDONED METRO CITY LIBRARY    - NIGHT
      
      Master Mind enters in a huff. Da Vinci closes the door behind
      him as Plato notices his master's agitated state.
      
                          PLATO
                Everything alright, sir?
      
      Master Mind GRABS PLATO BY THE GROIN with his metal gauntlet
      causing Plato's eyes to bulge in pain.
                                                              70.
      
      
      
                          MASTER MIND
                    (overly calm)
                Fine, why do you ask?
      
                          PLATO
                You...just...seem...
      
      Master Mind tightens his grip.
      
                            MASTER MIND
                Go on.
      
                          PLATO
                ...distracted.
      
      Master Mind releases him.
      
                          MASTER MIND
                Just with business, my minion. Just
                with business. I've decided it is
                time.
      
                            PLATO
                You mean?
      
                          MASTER MIND
                Yes, we've created our hero, now
                it's time to give him a little
                motivation.
      
                          DA VINCI
                How do we do that?
      
                          MASTER MIND
                To be simply good is not enough. A
                hero must be driven by an almost
                relentless desire to right a wrong
                that can never be corrected.
      
                            PLATO
                You mean?
      
                          MASTER MIND
                Yes, he must lose someone near and
                dear to him - his father figure.
                Gentlemen, it's time for Operation
                Mentor Kill!
      
      EXT. SKY OVER METRO CITY - DAY
      
      Titan flies high over and through the city, under bridges,
      between buildings, etc. He's not really working, just
      enjoying himself.
                                                                 71.
      
      
      
      INT. WOMAN'S APARTMENT - NIGHT
      
      A PRETTY WOMAN sits at her makeup table wearing nothing but
      her bra and panties. Through the reflection in her mirror we
      see a large window directly behind her.
      
      As she applies lipstick we see Titan fly quickly by in the
      background. After a moment he slowly slides back in view and
      begins ogling the girl.
      
      She sees him in the mirror and quickly covers herself with a
      robe.
      
      Titan tries to hide his face as he zooms off.
      
      MOMENTS LATER
      
      Titan looks down to see an APARTMENT BUILDING IN RUIN.
      Emergency lights flash around it as swarms of people run
      around in chaos.
      
                          TITAN
                Man, what the hell happened down
                there? Wait a sec -
      
      He stops in mid-air as he comes to the striking realization.
      
                          TITAN (CONT'D)
                THAT'S MY APARTMENT!!!
      
      EXT. HAL'S APARTMENT BUILDING - DAY
      
      Titan lands in front of the rubble that was once his home.
      Reporters stand just beyond the police line.
      
                            TITAN
                Crap.
      
      From the wreckage crawls a dying Pat Morita.
      
                            TITAN (CONT'D)
                PAT!
      
      Titan goes and kneels beside Pat, holding him in his arms.
      
                            TITAN (CONT'D)
                You okay?
      
                          "PAT MORITA"
                I'm dying, kid. There is just one
                last lesson I have for you. It is
                the most important of all.
                                                                72.
      
      
      
                          TITAN
                What's that?
      
                           "PAT MORITA"
                Master Mind did this, you must
                avenge me.
      
                          TITAN
                Master Mind? Why?
      
                          "PAT MORITA"
                Because he's evil. You must stop
                the evil Hal - stop the...
      
      Pat's body goes limp.
      
      The cameras begin to pop and flash around them.
      
      Titan gently lays Pat's body down and stands respectfully
      over him. The reporters rush over.
      
                          REPORTER 1
                Tighten, Is this the work of Master
                Mind?
      
                          REPORTER 2
                How will the death of your mentor
                affect your resolve?
      
                          REPORTER 3
                Was that Pat Morita?
      
      Titan walks up to one of the cameras.
      
                          TITAN
                This injustice will not go
                unpunished. Master Mind, if you can
                hear me, Tighten is coming for you.
      
      In the background we see Plato and Da Vinci, DRESSED AS
      PARAMEDICS, load pat's body onto a stretcher.
      
      PLATO ACCIDENTALLY DROPS HIS SIDE. As he bends down to pick
      it back up, Pat quickly slaps him, then goes back to playing
      dead.
      
      INT. ABANDONED METRO CITY LIBRARY   - NIGHT
      
      Master Mind and the boys prepare the fortress for Hal's
      revenge attack. Master Mind is as giddy as a schoolboy.
                                                              73.
      
      
      
                          MASTER MIND
                Alright, people, we don't have much
                time. Titan should be here any
                minute, so let's get the lead out.
      
      There is a GIANT MOUNTED DEATH RAY in the middle of the hall
      being tinkered with by Da Vinci.
      
                          MASTER MIND (CONT'D)
                How's the death ray coming?
      
                          DA VINCI
                Nearly up to full power, sir.
      
                          MASTER MIND
                Hum. Let's turn it down a few
                notches. It's his first time and
                we don't want to get in a lucky
                shot, now do we?
      
      Plato enters the room.
      
                          MASTER MIND (CONT'D)
                Anything on the radar yet?
      
                          PLATO
                Not yet, sir.
      
                          MASTER MIND
                I see. Well, he must be planning
                something big. Are the flame
                androids deployed?
      
                          PLATO
                All twelve.
      
      Master Mind rubs his hands in anticipation as he sits down on
      his throne.
      
                          MASTER MIND
                Wonderful, wonderful. Plato, Da
                Vinci, take your places next to me.
      
      They move to either side of the chair.
      
                          MASTER MIND (CONT'D)
                No slouching.
      
      Da Vinci straightens up and sucks in his gut.
      
      They remain this way for several long moments. Master Mind
      occasionally glances at a DIGITAL CLOCK on the wall. Still no
      Titan.
                                                               74.
      
      
      
      LATER
      
      Apparently quite some time has passed. The bold stances have
      degraded to fatigue.
      
                          PLATO
                He's certainly taking his time.
      
                          MASTER MIND
                He'll be here. That's the way it
                works.
      
      STILL LATER
      
      Master Mind reclines in his chair and taps his metal gauntlet
      impatiently on the armrest.
      
      Plato has squatted down, resting his chin on his hand.
      
                          MASTER MIND (CONT'D)
                Unprofessional, that's what this
                is. No, it's disrespect for the
                craft.
      
      Master Mind rises and begins to pace back and forth.
      
                          MASTER MIND (CONT'D)
                Would Uberman have kept us waiting
                like this? Of course not. He was a
                pro who knew the score. It's time
                we spelled out a few things for
                this Titan. I will not be made a
                fool of.
      
      He storms out of the room.
      
      INT. HAL'S NEW APARTMENT - DAY
      
      Titan's sitting on the floor in a barren apartment wearing
      his costume top and some tighty whities. He sips his beer as
      he watches a basketball game on a tiny TV.
      
      Much to his annoyance, there's a KNOCK at the door.
      
                          TITAN
                Oh, for crying out loud.
      
      He gets up and opens the door. It's Master Mind.
      
                          MASTER MIND
                Do you know who I am?
                                                                 75.
      
      
      
      It takes a few moments to register, but Titan's suddenly
      excited.
      
                          TITAN
                Yeah, you're Master Mind. Yeah!
                You're actually the guy I want to
                see!
      
                          MASTER MIND
                Oh, so NOW you want to get down to
                it. Well, I want to get a few
                things off my chest first.
      
      Master Mind walks past Titan into the apartment. He spins
      around, pointing at him accusingly with one of his metal
      fingers.
      
                          MASTER MIND (CONT'D)
                Of all the inconsiderate - Do you
                have any idea how long we waited
                for you? We're you even planning on
                coming to me and getting revenge?
      
      Titan shuts the apartment door, and turns back toward his
      guest.
      
                          TITAN
                Well, at first I was going to. You
                know, because that's what I figured
                I was supposed to do. But then I
                got to thinking-
      
                          MASTER MIND
                    (interrupting)
                -You got to thinking? There's
                nothing to think about. I'm the
                villain. I do something bad, you
                come and get me.
      
                          TITAN
                - I got to thinking...what's the
                point?
      
      Master Mind throws up his hands.
      
                          MASTER MIND
                Maybe you're right. What's the
                point?
      
      He suddenly notices something in the corner of his eye. He
      walks over to a futon in the living room. On top of it is a
      LARGE SACK OVERFLOWING WITH GOLD WATCHES,RINGS AND OTHER
      VALUABLES.
                                                              76.
      
      
      
                          MASTER MIND (CONT'D)
                What are these?
      
                          TITAN
                That's what I wanted to talk to you
                about.
      
                          MASTER MIND
                    (baffled)
                Where did you get all this?
      
                          TITAN
                    (proudly)
                Get this: I stole them.
      
                          MASTER MIND
                From where?
      
                          TITAN
                From all over. You see, once you
                killed Pat and ruined my other
                apartment building I was pretty
                pissed off, so I figured I'd go,
                find you and kick some ass. Then I
                thought to myself: "Okay,then
                what?" I mean, if we were to fight,
                what would I get out of it? Would I
                get my apartment back? Would I be
                able to pay the bills?
      
                          MASTER MIND
                Well, what about your mentor?
      
                          TITAN
                Tell you the truth? He was kind of
                a dick. I mean, being a hero is
                dandy and all, but it's volunteer
                work. Now you've always had the
                right take on all this. I mean,
                when you rob a bank or take over
                the diamond exchange you get
                something out of it. I mean, when
                you don't get caught, which, no
                offense, isn't very often. And that
                brings me to what I wanted to
                propose to you: Who could catch you
                if I'm by your side?
      
      Perplexed by his proposal, Master Mind just stares at Titan
      awe-struck.
      
                          MASTER MIND
                You want to team-up?
                                                                 77.
      
      
      
                          TITAN
                You got the brains, I got the
                brawn. We could even call ourselves
                that: `Brain' and `Brawn'. Look at
                this.
      
      Titan picks up a piece of POSTER BOARD off the floor and
      shows it to Master Mind.
      
                          TITAN (CONT'D)
                I even designed us some new
                costumes.
      
      The picture is crudely drawn with magic markers and crayons.
      A big headed man (Master Mind) is standing on a plate of
      grass in a blue costume with a picture of a brain on his
      chest.
      
      Next to him, is a picture of Titan in a red costume with a
      black cape, but his chest is mysteriously blank.
      
      Titan proudly points to the two figures.
      
                          TITAN (CONT'D)
                See, you'd be brain, so you got a
                little one on your costume, and
                then I'll have brawn on mine...once
                I figure out the best, you know,
                visual interpretation of it. What
                do you think?
      
                          MASTER MIND
                What do I think?
      
      Master Mind shakes his head tiredly.
      
                          MASTER MIND (CONT'D)
                I think you're probably the biggest
                idiot I've ever met. I mean, I
                can't believe you. All your gifts,
                all your powers, and all you want
                to use them for is your own
                financial fulfillment. You know
                what? Your kind of people make me
                sick.
      
      Titan puts down his drawing.
      
                          TITAN
                I worked hard on this.
      
                          MASTER MIND
                Oh - gee - I am so sorry!
                                                              78.
      
      
      
      Master Mind looks to Heaven in disgust.
      
                          MASTER MIND (CONT'D)
                    (under his breath)
                Of all the people to pick, it had
                to be this loser.
      
      This strikes a cord with Titan.
      
                          TITAN
                Now, hold on. You're going a little
                too far.
      
                          MASTER MIND
                I wish your mother said that to
                your father the night of your
                conception, they would have saved
                me a whole lot of heartache.
      
                          TITAN
                Hey, I mean it.
      
      Master Mind gets right in his face.
      
                          MASTER MIND
                Oh, yeah? What are you gonna do?
      
      EXT. HAL'S APARTMENT BUILDING - DAY
      
      We see Master Mind's body CRASH through the building and land
      in a DUMPSTER across the street.
      
      A car pulls up. The driver's door opens. Da Vinci gets out
      and runs to help his master.
      
                            DA VINCI
                Master!
      
                            MASTER MIND (O.S.)
                It hurts.
      
      Da Vinci peeks into the dumpster to see Master Mind's body
      cushioned by a stack of trash bags.
      
                          DA VINCI
                What hurts?
      
                            MASTER MIND
                It!
      
      The overly large henchmen starts to pull his master from the
      dumpster when they suddenly hear a voice from above. It's
      Titan peeking through the hole in his apartment wall.
                                                                 79.
      
      
      
                          TITAN
                I don't need you, I don't need
                anybody. I have the power to do and
                take anything I want. And now, I'm
                gonna take back everything this
                city owes me. Beware Metro City,
                it's time for Titan to collect.
      
      Titan shoots up into the air.
      
                          TITAN (CONT'D)
                Oh, and from now on - I'M GONNA FLY
                THE WAY I WANT TO FLY!
      
      He takes a sitting position and flies away as if he were
      piloting an invisible jet.
      
      Master Mind climbs out of the dumpster and watches Titan
      disappear into the distance.
      
                          DA VINCI
                How'd the plan go, boss?
      
                          MASTER MIND
                I just made myself redundant, old
                friend.
      
      Da Vinci gives Master Mind a whiff.
      
                          DA VINCI
                It's not that bad.
      
      INT. BANK - DAY
      
      Titan, with a happy bounce in his step, enters the bank. The
      last time he was here he thwarted a robbery. He looks
      nostalgic.
      
      A SECURITY GUARD shyly walks up to him like a kid meeting his
      TV idol.
      
                          SECURITY GUARD
                Morning, Tighten.
      
                           TITAN
                Morning.
      
                          SECURITY GUARD
                Is there something we can do for
                you?
                                                                 80.
      
      
      
                             TITAN
                   Oh, don't bother about me. I'm just
                   here to make a withdrawal.
      
      Titan walks across the lobby, drawing stares of admiration
      from all.
      
      A little girl waves to him sweetly. He gives her a good-
      natured WINK as he heads straight for the vault.
      
      The security guard watches him enter and come out with a SACK
      OF CASH.
      
      Sure he must be misunderstanding what's going on, the
      security guard just stares at Titan as he passes by and out
      the door.
      
      The bank manager comes over to the guard.
      
                             BANK MANAGER
                   Say, did he just rob us?
      
                             SECURITY GUARD
                   Not sure. Sort of looks it, don't
                   it?
      
                             BANK MANAGER
                   Yeah.
      
                             SECURITY GUARD
                   Should I, you know, stop him?
      
                             BANK MANAGER
                   Umm...Yeah.
      
      As the security guard exits the bank, the manager stares out
      the window. His eyes suddenly grow wide with terror.
      
      The guard's body suddenly smashes through the window, landing
      at the startled bank manager's feet.
      
                             BANK MANAGER (CONT'D)
                       (looking down at the
                        guard)
                   He did rob us, didn't he?
      
                                                   CUT TO:
      
      TELEVISION
      
      "A Channel 7 News Special Report." Brad Helms wipes into
      view.
                                                              81.
      
      
      
                          BRAD HELMS
                "Absolute power corrupts
                absolutely." When Lord Acton stated
                that, in a letter to Bishop Mandell
                Creighton in 1887, no one thought
                much about it, but today Metro City
                is reeling from that very prophecy.
                Tighten, who many thought of as our
                savior, has turned his back on the
                cause of justice.
      
                                                CUT TO:
      
      TITAN BEING EVIL - MONTAGE
      
      EXT. DIAMOND EXCHANGE - DAY
      
      Titan flies through the window of the building. He emerges
      seconds later laughing with his shirt full of booty.
      
      EXT. CITY STREET - DAY
      
      A woman screams from the window of a BURNING BUILDING. Titan
      flies up to her, grabs her fur coat and zooms off again,
      leaving the woman behind, slightly confused.
      
      EXT. OUTSIDE MARKET - DAY
      
      Titan steals a little boy's lollipop and gooses his mother.
      
      EXT. CITY STREET - DAY
      
      Dozens of people run through the streets apparently to get
      out of a downpour. We cut to the top of a building and see
      Titan ZIPPING UP HIS PANTS and laughing.
      
      INT. ABANDONED METRO CITY LIBRARY   - NIGHT
      
      Master Mind paces back and forth in front of Plato and Da
      Vinci.
      
                          PLATO
                I don't understand it. He seemed to
                have every characteristic we were
                looking for in a superhero.
      
                          MASTER MIND
                Well, there's no use crying about
                it now, we must take action. I'm
                not going to play second fiddle to
                that crass buffoon. We must destroy
                Tighten.
                                                                 82.
      
      
      
                          PLATO
                It won't be easy. Uberman had a
                sense of decency and genuine love
                for the people. That was his
                weakness and was easily used
                against him.
      
                          MASTER MIND
                Yes, but he possesses the same
                flaws present in Uberman's DNA -
                copper. It's like Benjamin Franklin
                always said: "If something works
                don't dick with it."
      
      EXT. BAR - DAY
      
      It looks like a war zone passed through here. Smashed police
      cars and debris lay everywhere. This seems to be the only
      building left untouched.
      
      INT. BAR - DAY
      
      A very tipsy Titan is sitting at the bar, looking deep into
      the bottom of his beer glass for answers.
      
                          TITAN
                I can have anything I want. I'm
                like a god.
      
      The BARTENDER just listens as he wipes down a glass with a
      dirty rag.
      
                          TITAN
                Point to any woman in this bar. I
                could have her in a second.
      
      He follows the bartender's gaze to THE ONLY OTHER PERSON
      THERE - A passed out, MIDDLE AGED HAG OF A BARFLY.
      
                          TITAN
                    (to Old Barfly)
                Hey, you wanna get with this?
      
                          BARTENDER
                Buddy, what do you want?
      
      Titan carefully considers this for a moment.
      
                          TITAN
                What do you want? That's the
                question, isn't it. I mean, what do
                you want when you can have
                everything?
                          (MORE)
                                                                83.
                          TITAN(cont'd)
                I suppose what I really want is to
                never be forgotten again. I want to
                do something that can never be cast
                aside or one-upped. I want a -
                what's it called? - A legacy. I
                want a legacy. Yeah, that's it. I
                like the sound that.
      
                          BARTENDER
                I meant, what do you want to drink?
      
                          TITAN
                Oh.
      
      EXT. BAR - LATER
      
      Titan stumbles out of the bar, carrying a large sack of
      money.
      
                          MASTER MIND (O.S.)
                Your time has come to an end,
                Titan!
      
      He looks up to see Master Mind suddenly standing before him.
      
                          TITAN
                What?
      
                          MASTER MIND
                There can be only one master
                criminal in this city - and it's
                me.
      
                          TITAN
                Really?
      
      Titan melodramatically throws up his arms.
      
                          TITAN (CONT'D)
                I guess I should leave town then,
                huh?
      
                          MASTER MIND
                I have a better idea - NOW!
      
      Two floors up Da Vinci releases a rope. A COPPER CAGE, like
      the one that caged Uberman, drops down on top of Titan.
      
      Titan nonchalantly surveys the cage. He walks to the bars,
      tries to pull them apart but can't.
      
                          MASTER MIND (CONT'D)
                That's copper my good man. Your one
                weakness.
                          (MORE)
                                                                84.
                          MASTER MIND(cont'd)
                For all your amazing gifts of brawn
                you are no match for my intellect.
      
      Titan thinks for a moment. Suddenly, he starts to SPIN like a
      human top, DRILLING HIMSELF INTO THE STREET BELOW.
      
      As he disappears beneath the surface, we see a shocked look
      on Master Mind's face until Titan suddenly explodes out from
      under the street in front of him.
      
      Master Mind stares up at him, dumbfounded.
      
      Titan makes like he's going to strike him down, but stops.
      
                          TITAN
                You know what? You're nothing but a
                bug. Not even worth my effort.
      
      He turns his back to Master Mind and continues down the
      street.
      
      Plato makes his way from the shadows to join his master. They
      watch Titan shrink into the distance.
      
                          MASTER MIND
                He's not as dumb as I thought.
      
                          PLATO
                I guess not...Funny, though.
      
                          MASTER MIND
                What's funny?
      
                          PLATO
                Funny Uberman didn't think of the
                same thing.
      
      EXT. HIGH ABOVE METRO CITY - DAY
      
      As Titan flies, he looks down at the rooftops of the city
      below.
      
      Suddenly, something catches his attention.
      
                             HAL
                That's it!
      
      He stops, hovering in place as he looks down below.
      
      The buildings, which make up the heart of downtown Metro, are
      in a PERFECT TRIANGLE with a long strip of street leading up
      to it. It sorta looks like a bowling lane.
                                                                85.
      
      
      
                          HAL
                Hello, Legacy.
      
      EXT. KINGPIN BOWLING - DAY
      
      Vinnie and his goons come running out as the hear a
      COMMOTION.
      
      They look up to see Titan ripping off THE GIANT BOWLING BALL
      from the top of the establishment.
      
                          VINNIE
                Hey, that's my ball!
      
      INT. ROXANNE'S APARTMENT BUILDING - DAY
      
      Roxanne enters the building's elevator. Just before the door
      closes an ELDERLY WOMAN slides in.
      
                          ELDERLY WOMAN
                That was a close one. Sixth floor,
                please.
      
      Roxanne smiles and goes to press the button.
      
      The elderly woman suddenly pulls out a SPRAY CAN, shooting a
      MYSTERIOUS-LOOKING MIST into Roxanne's face. She falls to the
      floor unconscious.
      
      INT. ROXANNE'S APARTMENT - DAY
      
      Roxanne awakens, finding herself tied to a chair in her
      living room.
      
      We hear NOISE from a TV in the background as she tries to
      adjust her vision.
      
      Slowly, the blurry figure before her becomes clear.
      
      It's Master Mind. He sits on her Lazy-Boy, reading what looks
      to be some kind of JOURNAL.
      
                          MASTER MIND
                Wow, I always thought Uberman was
                your first superhero - but it looks
                like our little Roxanne dated a
                linebacker in college.
      
                          ROXANNE
                That's my diary.
      
                            MASTER MIND
                So it is.
                                                                 86.
      
      
      
                          ROXANNE
                It's personal.
      
                          MASTER MIND
                Well, then I wouldn't leave it in
                your underwear drawer for just
                anyone to find.
      
      He throws the diary over his shoulder.
      
                          ROXANNE
                What do you want?
      
                          MASTER MIND
                I need your help.
      
                          ROXANNE
                So you knock me out and tie me to a
                chair?
      
                          MASTER MIND
                You're not going to like what I'm
                about to tell you.
      
      As she tries to shake off her headache from being knocked
      unconscious, Roxanne spots something on the TV.
      
      ON TELEVISION
      
      Brad Helms is huddled behind a van.
      
                          BRAD HELMS
                It's chaos here in city square as
                city police -
      
      Behind him, Titan picks up a POLICE CAR and throws it at a
      PADDY WAGON. Both vehicles EXPLODE on impact.
      
      BACK TO SCENE
      
                          ROXANNE
                He's really out of control.
      
                          MASTER MIND
                Tell me about it.
      
      As if finally realizing something, Roxanne looks back at
      Master Mind.
      
                          ROXANNE
                I should have known. You have
                something to do with this, don't
                you? - With Titan turning evil.
                                                              87.
      
      
      
                          MASTER MIND
                Well, the evil thing he did by
                himself. My goal was to give MYSELF
                purpose by creating an intellectual
                sparring partner.
      
                          ROXANNE
                    (confused)
                You're talking like you made him.
      
                          MASTER MIND
                And they call me Master Mind.
      
                          ROXANNE
                Let me get this straight. You
                missed getting your ass kicked, so
                you made a new guy to kick your
                ass. That's pathetic.
      
                          MASTER MIND
                In hindsight...
      
      Roxanne turns back to the TV to see a group of POLICE
      OFFICERS open fire on Titan. The bullets just deflect off his
      chest.
      
                          ROXANNE
                And his powers, they're just like
                Uberman's. Why would he have his
                powers?
      
                          MASTER MIND
                    (almost ashamed)
                I had some left over from
                something. I infused him with it.
      
                          ROXANNE
                YOU DID WHAT!?
      
      Driven by rage, she struggles to tear out of her bonds. She
      finally relents, giving Master Mind a look fueled by pure
      hatred.
      
                          MASTER MIND
                Yeah, that's why I decided to tie
                you up.
      
                          ROXANNE
                You did all this because you wanted
                purpose?
      
                          MASTER MIND
                He seemed nice.
                                                                 88.
      
      
      
      TELEVISION
      
      Titan is standing on top of a destroyed police car. He waves
      for the camera to zoom in on him.
      
                             TITAN
                   Closer. I want to show the people
                   my real face.
      
      He pulls off his mask, revealing himself as Hal Stewart to
      the public for the first time.
      
                             TITAN (CONT'D)
                   Recognize me?
      
      BACK TO SCENE
      
                             ROXANNE
                   Hal Stewart. He's the guy we
                   thought saved that woman and kid.
                   Turned out he was just trying to
                   save his own ass.
      
                             MASTER MIND
                   Yeah, good to know - NOW!
      
      TELEVISION
      
      Titan throws the mask over this shoulder and hops off the
      car.
      
                             TITAN
                   That's right, I'm really Hal
                   Stewart. Former hero and bowling
                   teacher at Kingpin's Bowling.
      
      BACK TO SCENE
      
      Roxanne turns to Master Mind, condescending him with her
      eyes.
      
                              ROXANNE
                   You picked a bowler to give super
                   powers to?
      
                             MASTER MIND
                   It's a modest profession!
      
      TELEVISION
                                                              89.
      
      
      
                          TITAN
                With my new found power, I've
                recently started to wonder what
                sort of legacy I should leave.
                Should I be a hero? I tried that
                once before - even saved a lady and
                her baby from being squashed. I was
                treated like a god until everyone
                started to shit on me - Okay, so
                what if I didn't "purposely" save
                them!
      
      He walks over and puts his hand on a large circular concrete
      shape just off camera.
      
                          TITAN
                Well, I'm going to make something
                that can't be taken away from me.
                I'm going to create a permanent
                monument to my greatness. One that
                won't be so easily forgotten or
                erased.
      
      The camera pulls back revealing THE GIANT CONCRETE BOWLING
      BALL from Kingpin's.
      
                          TITAN
                I intend to create a new category
                in the Guinness Book of World's
                Records by rolling the biggest
                strike in the history of bowling.
      
      He grabs the camera and points it to the DOWNTOWN BUILDINGS.
      We realize they are PERFECTLY ALIGNED IN BOWLING PIN
      FORMATION.
      
                          TITAN
                My thanks to the city planning
                commission. This wouldn't have been
                possible without them.
      
      Titan grabs the camera so it's pointing back at him again.
      
                          TITAN
                Tell your friends and family to
                tune in right here to this station
                at noon tomorrow.
      
      BACK TO SCENE
      
                          ROXANNE
                My god, he's nuts. That'll destroy
                the whole business triangle.
                                                              90.
      
      
      
      Master Mind seems to be contemplating something - something
      bad.
      
                             ROXANNE
                What?
      
                          MASTER MIND
                My lair is in the direct path of
                the ball.
      
                          ROXANNE
                Oh, real nice. Wouldn't want
                anything to happen to your hideout,
                would we?
      
                          MASTER MIND
                You don't understand. I have
                certain equipment that's - that's
                highly unstable.
      
                          ROXANNE
                What do you mean?
      
                          MASTER MIND
                I sort of have a hydrogen reactor,
                okay?
      
                          ROXANNE
                A HYDROGEN reactor?
      
                          MASTER MIND
                It's experimental - only one in the
                world...Well, how do you think I
                power all my inventions? Someone
                like me can't pay for electricity.
                The bills would be outrageous.
      
                             ROXANNE
                A REACTOR?
      
                          MASTER MIND
                It creates 100 times the output of
                a nuclear one...If destroyed it
                could...
      
                          ROXANNE
                - Vaporize the entire city!
      
                          MASTER MIND
                    (proudly)
                Pshaw...the whole eastern seaboard,
                actually. That little baby is
                amazing. I'm quite proud of it.
                          (MORE)
                                                               91.
                          MASTER MIND(cont'd)
                    (off her deadpan reaction)
                I mean...we'd better find a way to
                stop him.
      
      Master Mind thinks a moment.
      
                          MASTER MIND
                Did Uberman have a hideout?
      
                          ROXANNE
                What?
      
                          MASTER MIND
                A cave, a solitary fortress of some
                kind. C'mon, all heros have a place
                to hang their capes up in. Roxanne,
                it may be our only chance to find
                something, a clue, anything that
                could give us a fighting chance.
      
                          ROXANNE
                It's under his house.
      
                          MASTER MIND
                Whose house?
      
      Roxanne can hardly believe what she's telling him.
      
                          ROXANNE
                Wayne Scott's.
      
      Master Mind shoots up out of his chair.
      
                          MASTER MIND
                Wayne Scott? Uberman was Wayne
                Scott!? Wayne Scott, the wealthy
                philanthropist? But he disappeared -
      
                           ROXANNE
                     (interrupting)
                He disappeared just over two months
                ago when you killed him. Not only
                did you rid the world of a hero,
                you killed a kind, noble, generous
                man.
      
      Perhaps ashamed, the super villain hangs his head.
      
      Master Mind walks behind Roxanne and undoes her bonds.
      
      Rubbing her wrists, she watches him as he walks over to the
      door.
                                                                 92.
      
      
      
                          ROXANNE (CONT'D)
                Looks like you got what you always
                wanted. Uberman is out of the
                picture and Metro City is doomed.
      
      He grabs the door knob and stops, considering her words.
      
                          MASTER MIND
                "Metro City doomed." You know, I
                never thought I'd say something
                like this, but here it goes -
      
      He slowly turns to her, CUE HEROIC MUSIC.
      
                          MASTER MIND (CONT'D)
                Not if I have anything to say about
                it.
      
      EXT. WAYNE SCOTT'S MANSION - NIGHT
      
      Master Mind stands before the huge, Gothic structure in awe.
      
                          MASTER MIND
                Such a dark place for one such as
                you. I wonder, underneath your
                noble deeds, what inner demons
                drove you to your endless crusade
                for justice?
      
      He walks to the front entrance. The double doors have been
      sealed shut with boards and nails. Master Mind begins to tear
      them off with his metal hand.
      
      INT. WAYNE SCOTT'S MANSION - NIGHT
      
      The doors opens. A beam of moonlight immediately pierces the
      darkness, forming an illuminated path into the heart of the
      manor.
      
      Master Mind enters.
      
      Covered in dust and cobwebs, the hall looks like a gigantic
      crypt.
      
                          MASTER MIND
                Good lord, man. You've only been
                dead for two months.
      
      Master Mind walks, coming to a gigantic painted PORTRAIT OF
      WAYNE SCOTT. He stops to reverently admire the image of his
      fallen foe.
                                                                 93.
      
      
      
                           MASTER MIND (CONT'D)
                 A disguise so simple, it's
                 ingenious. No wonder I never caught
                 on.
      
      Besides the Armani suit, there's nothing to hide the fact
      that this is the same person as Uberman. In the picture, he's
      even standing in the same cheesy, heroic pose with his fists
      on his hips.
      
                           MASTER MIND (CONT'D)
                 Two lives, yet in both you were an
                 ideal. Perhaps it was you who was
                 victorious in the end, old friend.
      
      A BONGING sound suddenly bellows through the dark halls.
      
      Master Mind comes to a grandfather clock standing next to a
      gigantic BOOKCASE.
      
      On the twelfth bong it falls silent.
      
      Master Mind begins to slide it across the floor until he
      hears a loud CLICK.
      
      The bookcase slides into the wall, REVEALING A HIDDEN
      PASSAGE.
      
                           MASTER MIND (CONT'D)
                 I'll miss how predictable you were.
      
      The passage way leads Master Mind to a WORKING ESCALATOR.
      
      Master Mind gets off the escalator to see a long hallway with
      stone walls.
      
      He begins to hear strange SOUNDS, almost like MUFFLED
      SCREAMS, coming from a doorway at the end of the hallway.
      
      Master Mind starts walking towards it. As he steps closer, he
      begins to notice a light cracking through the bottom of the
      door.
      
                           MASTER MIND (CONT'D)
                 Hello? Anyone here...besides..all
                 the BIG MEN who are with me now?
      
      Nothing.
      
                           MASTER MIND (CONT'D)
                     (to himself)
                 What's the worst you're gonna find?
                           (MORE)
                                                                 94.
                          MASTER MIND(cont'd)
                The man was a boy scout, not a
                serial killer.
      
      He opens the door to his immediate amazement.
      
      It's some kind of screening room. A PROJECTOR shoots an image
      onto A DIRTY WHITE SCREEN hanging on the wall. BEER CANS
      litter the floor; a table in front of a ripped-up couch is
      covered in discarded snack goods; and a Kiss Pinball machine
      stands in the far corner next to a CLOSED DOOR.
      
      Master Mind turns his attention to the action on the screen.
      
      SCREEN
      
      A woman dressed in a leather DOMINATRIX OUTFIT is whipping an
      overweight man lying on a swing-like device with his butt
      sticking out.
      
                          DOMINATRIX IN FILM
                YOU ARE A WORM!
      
      She whips him three times. The man CRIES out in pain.
      
                          FAT MAN IN FILM
                PINEAPPLE!!! PINEAPPLE!!!
      
      Master Mind's eyes are transfixed on the disturbing imagery.
      
      The door by the pinball machine suddenly swings open.
      
      WAYNE SCOTT, dressed in raggedy sweats, steps into the room
      carrying a CAN OF BEER and a bowl of JIFFY-POP.
      
      Master Mind cannot believe his horrified eyes.
      
                           MASTER MIND
                Ahhhhhh!
      
      Wayne Scott is just as startled.
      
                           WAYNE SCOTT
                Jesus!
      
      He drop his drink and snack to the floor.
      
      The two men stare at each other as they struggle to regain
      their normal breathing patterns.
      
      Wayne Scott walks over to the couch, brushes off a thick
      layer of chip crumbs, and sits down.
      
                          WAYNE SCOTT (CONT'D)
                What the hell are you doing here?
                                                                 95.
      
      
      
                          MASTER MIND
                I might just ask you the same
                question. I had thought I
                incinerated you.
      
                           WAYNE SCOTT
                You scared the bejesus out of me.
                How'd you figure out I was still
                alive? Wait, how do you know my
                identity!?
      
                          MASTER MIND
                Roxanne told me. As for your ruse,
                I forgot to line the bottom of the
                copper cage - Somebody pointed that
                out to me recently. Figured if they
                could do it, so could you. But one
                thing I couldn't figure out -
      
                          WAYNE SCOTT
                The skeleton? Something I
                "borrowed" from a medical school a
                few months before.
      
                          MASTER MIND
                A few months? How long had you been
                planning this?
      
                          WAYNE SCOTT
                I always planned to retire -
                eventually. I mean, come on, you
                can't do this sort of thing in your
                fifties. You'd just look
                ridiculous.
      
      The pieces of the puzzle appear to be coming together in
      Master Mind's head.
      
                          MASTER MIND
                I see it all so clearly now.
      
      INT. MASTER MIND'S HYDROFOIL - FLASHBACK
      
      Master Mind and his minions cover their eyes as the
      observatory explodes.
      
                          MASTER MIND (CONT'D - V.O.)
                You must have done it just seconds
                before the observatory exploded.
                                                                96.
      
      
      
      INT. OBSERVATORY - FLASHBACK
      
      Similar to what Titan did, Uberman bores out from under the
      cage.
      
                          MASTER MIND (CONT'D - V.O.)
                You bore out from under the cage.
                Then, using your Uber-Speed, -
      
      EXT. OBSERVATORY - FLASHBACK
      
      Running in a blur-like haze, Uberman screeches to a halt in
      front of some bushes.
      
                          MASTER MIND (CONT'D - V.O.)
                - you made your way to safety,
                where you had the skeleton safely
                hidden away somewhere.
      
      EXT OBSERVATORY - SKY - DAY
      
      Uberman soars high above the clouds. He looks down at the
      observatory, which is a mere speck in the distance.
      
                          MASTER MIND (CONT'D - V.O) (CONT'D)
                Then you must have flown to a safe
                distance and waited for the
                explosion, then...
      
      Just as the observatory explodes Uberman aims and throws the
      SKELETON like a javelin.
      
      It soars through the air like a missile, tearing through the
      flames of the explosion, and crashing right into the
      windshield of Master Mind's hydrofoil.
      
      END OF FLASHBACK
      
      Wayne stares at Master Mind, clearly impressed.
      
                          WAYNE
                Man, you ARE smart.
      
                           MASTER MIND
                But why fake your death? Why go
                through all of it? You could have
                just quit.
      
                          WAYNE SCOTT
                But the responsibility would still
                be there.
                          (MORE)
                                                              97.
                          WAYNE SCOTT(cont'd)
                A cop can retire and stop handing
                out speeding tickets - but people
                expect more from superheroes. I
                tell you, a volcano couldn't erupt
                in Zimbabwe without everyone
                expecting me to do something about
                it. I figured, out of sight, out of
                mind.
      
                           MASTER MIND
                And Wayne Scott? Why did he have to
                disappear?
      
                          WAYNE SCOTT
                Both of my lives have so much
                baggage. It's time for new baggage,
                you know?
      
      Master Mind's is absolutely flabbergasted.
      
                          MASTER MIND
                I just can't believe it. This whole
                time you've been in hiding while a
                force of great evil is tearing your
                city apart?
      
      Wayne rises to his feet, waving his hands for Master Mind to
      say no more.
      
                          WAYNE SCOTT
                I don't want to hear about it.
                That's why I don't have a
                television in here to remind me of
                all the things I SHOULD be doing.
                Hell, I could get a wife to do
                that.
      
                          MASTER MIND
                There's a demented supervillain out
                there about to destroy our - I
                mean, your city.
      
      Wayne shrugs indifferently.
      
                          MASTER MIND
                You're really going to do nothing?
      
                          WAYNE SCOTT
                Good and evil have a way of
                balancing themselves out. If this
                guy is as bad as you say, somebody
                will rise up to fight him. It's
                just the order of things. You found
                me, didn't you?
                                                                98.
      
      
      
      Wayne puts a condescending hand on Master Mind's shoulder.
      
                          WAYNE SCOTT (CONT'D)
                I know it's hard, but you'll find
                someone else someday.
      
      He then starts walking to the door.
      
                          MASTER MIND
                You're the only one who can stop
                him.
      
      Wayne turns around.
      
                          WAYNE SCOTT
                Couldn't if I wanted to. Gotta a
                plane to catch.
      
                            MASTER MIND
                A plane?
      
                          WAYNE SCOTT
                Going to Barbados for a little
                change in climate. Now, if you'll
                excuse me, I got to go pack.
      
      He reads the still defeated look on Master Mind's face.
      
                          WAYNE SCOTT (CONT'D)
                You were a good foe. I'm sorry if
                I've let you down. If it makes a
                difference, you were the best foe a
                hero could ask for.
      
                          MASTER MIND
                Not smart enough to come up with a
                full-proof trap.
      
                          WAYNE SCOTT
                Well, you did almost have me when
                you figured out my weakness was
                copper. Now that made me sweat a
                little. Took me way too long to
                drill out from under that cage.
      
                          MASTER MIND
                I got lucky.
      
                          WAYNE SCOTT
                Anyway, it's a good thing for my
                sake that I could always count on
                you for an out.
                                                              99.
      
      
      
                          MASTER MIND
                    (suddenly confused)
                What do you mean?
      
                          WAYNE SCOTT
                C'mon, we always threw each other a
                couple of bones. You would always
                leave me an out in one of your
                `full-proof' traps, and I'd never
                had you incarcerated at a
                penitentiary that you couldn't
                eventually escape from. It kept our
                little game going.
      
      Master Mind seems deflated.
      
                          MASTER MIND
                Game? - Was that all this ever was
                to you? You know, I was trying my
                best every time I fought you. Those
                `outs' as you call them were
                unintentional.
      
                          WAYNE SCOTT
                Oh.
      
                          MASTER MIND
                I guess I was never really a match
                for you, was I?
      
      Wayne shrugs.
      
                          MASTER MIND (CONT'D)
                    (thoughtfully)
                Then how can I expect to be one for
                Titan?
      
      A beaten man, Master Mind heads for the door, but stops and
      turns around.
      
                          MASTER MIND (CONT'D)
                What about Roxanne?
      
      Wayne unleashes an exhausted sigh.
      
                          WAYNE SCOTT
                I think we both got what we wanted
                out of our relationship. She got a
                career out of me, and I got plenty
                of other things out of her. But I'm
                ready to move on to greener
                pastures.
                                                                100.
      
      
      
      Master Mind's steel hand clinches into a fist at his side.
      Wayne's oblivious to this.
      
                          MASTER MIND
                I guess I wasn't the villain I
                thought I was, and you...you
                weren't the hero I thought you
                were.
      
      He turns to make his exit when he suddenly sees ROXANNE
      STANDING IN THE DOOR FRAME.
      
      Wayne is almost at a loss for words.
      
                          WAYNE SCOTT
                Roxanne! How long have you been...
      
                          ROXANNE
                Long enough.
      
      Roxanne looks at Master Mind.
      
                           ROXANNE (CONT'D)
                Don't you have something else you
                can go do?
      
      Master Mind leaves Roxanne and Wayne facing each other in
      silence.
      
      EXT. ANOTHER BAR - DAY
      
      Titan emerges with Brad and Frank. He's holding a BEER CAN
      and a bag of PORK RINDS.
      
                          TITAN
                Alright, I want this whole thing to
                look ESPN professional, understand?
      
      A distant MECHANIZED RUMBLE can be heard. The noise rises,
      signaling the approach of something powerful.
      
      Titan and his crew walk out to the center of the plaza as the
      sound becomes almost deafening.
      
      A TANK TRACK
      
      as it moves over the street. We PULL BACK to see a whole line
      of TANKS rolling along the street.
      
      PLAZA
      
      From the five streets branching off the plaza, a dozen tanks
      roll toward Titan.
                                                                101.
      
      
      
      Titan turns to Brad and Frank.
      
                             TITAN (CONT'D)
                   You guys are about to get some good
                   footage. I might need a little
                   room, though.
      
      Brad and Frank look at each other and run to take cover
      behind a nearby building.
      
      Meanwhile, Titan nonchalantly sips from his beer as the tanks
      begin to surround them.
      
      FEEDBACK belts out of one of the tank's loudspeaker's,
      causing Titan to do a mock wince.
      
                              TANK LOUDSPEAKER
                   Titan, we have orders from the city
                   of Metro to take you into custody.
                   If you do not give your self up
                   willingly, we will be forced to
                   open fire.
      
      There's a long pause as no one says anything.
      
                             TANK LOUDSPEAKER
                   What is your answer?
      
      Titan takes a sip of his beverage and UNLEASHES A GIGANTIC
      BURP - The shockwave of which sends several of the tanks
      flying into a nearby building.
      
      Two of the remaining tanks close in on the villain. Both have
      him dead to rights at point-blank range with their massive
      guns.
      
      Titan sets down his beer, then calmly plugs a fist into each
      barrel.
      
      They FIRE.
      
      The FORCE OF THE BLAST SENDS THEM BOTH FLYING IN OPPOSITE
      DIRECTIONS where they CRASH into nearby buildings.
      
      Titan bends down and pick his beet back up.
      
                             TITAN
                       (to beer)
                   Miss me?
      
      Titan is suddenly bombarded by a massive barrage of machine-
      gun fire. The force sends him flying into the windshield of a
      nearby car.
                                                                102.
      
      
      
      He looks up to see an APACHE ASSAULT COPTER. It's nose-
      mounted GATLING-GUN is turning toward him.
      
      Titan gets up to his feet and looks down at his beer can. The
      bottom of it was blown apart in the blast.
      
                          TITAN (CONT'D)
                Didn't mean to get you involved in
                all of this.
      
      He stared daggers up at the helicopter pilot just as the gun
      gets a bead on him.
      
                          TITAN (CONT'D)
                Hey, man! You killed my suds!
      
      Titan throws the can up and slaps it with the palm of his
      hand.
      
      It flies with so much force it knocks the helicopter blade
      clean off. The rest of the Apache crashes to the street like
      a car dropped off a building.
      
                          TITAN (CONT'D)
                That's one was for you, beer.
      
      Titan salutes the wreckage and walks away to find Brad and
      Frank still hiding behind the building.
      
                          TITAN
                Guys, please tell me you got that
                last bit.
      
                          BRAD HELMS
                Huh?
      
                          TITAN
                You're kidding me. I give you my
                sexiest moves and you mean to tell
                me it was for nothing?
      
                          BRAD HELMS
                We were afraid something might hit
                us.
      
                          TITAN
                Looks like I've given the story of
                the century to the wrong man.
      
      He thinks about this for a moment, then it hits him.
                                                             103.
      
      
      
                          TITAN
                Wait. What about that other
                reporter. Blond. Not so lumpy on
                the topper half, but killer legs.
      
                          BRAD HELMS
                Roxanne. You want Roxanne. She's a
                much better reporter than I am. You
                want her.
      
                          TITAN
                Where can I find her.
      
                          FRANK
                We're actually not supposed to give
                out that sort of information.
      
                          BRAD HELMS
                1314 Mockingbird Lane. I believe
                she lives in a penthouse.
      
                          TITAN
                You've been very helpful.
      
      He tosses Brad over his shoulder like a discarded ice cream
      cone.
      
      In the faint distance we see him splash down in the middle of
      the Metro City river.
      
      INT. ABANDONED METRO CITY LIBRARY   - DAY
      
      Master Mind, pacing anxiously as Plato and Da Vinci pack
      boxes. Obviously Master Mind is going on the lamb.
      
                          MASTER MIND
                Hurry, we must be on our way as
                soon as possible.
      
                          DA VINCI
                Master, why must we flee?
      
                          MASTER MIND
                I told you, Titan is too powerful.
                If he's set on destroying us,
                there's precious little we could do
                about it.
      
                          DA VINCI
                Where are we going?
                                                             104.
      
      
      
                          MASTER MIND
                To another city, someplace with a
                shitload of superheroes to fight.
                We'll start over, we'll go back to
                doing what we do best.
      
                          PLATO
                With our tails between our legs?
      
      The old Master Mind would never have let this comment slip
      by, but as we have seen, he's not the same man.
      
                          MASTER MIND
                Plato, do you have a better plan?!
      
      Master Mind's cell phone rings. He turns in shame from his
      men and answers it.
      
                          MASTER MIND (CONT'D)
                Hello...Roxanne?
      
      INT. ROXANNE'S APARTMENT
      
      Roxanne paces back and forth on the phone.
      
                          ROXANNE
                What are you going to do about
                Tighten?
      
      INTERCUT between Master Mind and Roxanne on phone.
      
                          MASTER MIND
                Right now I'm packing, later I'll
                have a snack on the train.
      
                          ROXANNE
                You're running away?
      
                          MASTER MIND
                In a word - yes.
      
                          ROXANNE
                You created this monster...
      
                          MASTER MIND
                I didn't create this - the god's of
                irony did and I am eating the crow
                I so richly deserve.
      
                          ROXANNE
                There's no time for self pity.
                                                             105.
      
      
      
                          MASTER MIND
                I'll make the time.
      
      Roxanne can't believe what she's hearing.
      
                          MASTER MIND (CONT'D)
                You can leave with us. You'll be
                safe.
      
                          ROXANNE
                I'm not going anywhere.
      
                          MASTER MIND
                Will you listen to me, no one can
                stop him.
      
                           ROXANNE
                You have to try. The city needs
                your help.
      
                          MASTER MIND
                I'm afraid you have an inflated
                opinion of me.
      
                          ROXANNE
                What the hell's happened to you?
                The Master Mind I knew would never
                have run from a fight even though
                he knew deep in his heart that he
                didn't have a chance in hell of
                winning it. It was your best
                quality. You need to be that man
                right now...I...
      
                          MASTER MIND
                What?
      
                          ROXANNE
                    (heart felt)
                I believe in you.
      
      Master Mind is taken aback, in a good way. But he catches
      himself before the words swell his heart.
      
                          MASTER MIND
                Sweet words, but that man is dead.
                Please, Roxanne, just come with me.
      
                          ROXANNE
                No...I guess you are a coward after
                all.
      
      Suddenly, there's a loud crash.
                                                               106.
      
      
      
      Roxanne looks up to see a huge hunk of her ceiling has been
      completely ripped off.
      
      Titan is flying above, holding the debris as casually as if
      it were a paper plate at a barbecue.
      
      He looks down at her and smiles.
      
                          TITAN
                Man, have I got a story for you.
      
      Master Mind can hears Titan's familiar laugh from his side of
      the line.
      
                          MASTER MIND
                Roxanne? Roxanne?
      
      EXT. KINGPIN BOWLING - DAY
      
      Titan is standing in front of the bowling alley, trying to
      decide on an appropriate pose for the occasion.
      
                          TITAN
                What pose would be best? The corny
                folded arms thing?
      
      He demonstrates, arching his chin proudly in the air.
      
                          TITAN
                Or maybe on the hips, like this.
      
      It's the classic Superman pose, only not as masculine.
      
                          TITAN
                No, makes me look like a flamer
                pirate.
      
      As Titan starts to fix his hair in the window, Frank pretends
      to fix the lens on his camera as he speaks to Roxanne.
      
                          FRANK
                    (whispering)
                Shouldn't we be making a run for it
                right about now?
      
                          ROXANNE
                    (whispering)
                The guy can outrun bullets. I don't
                think either one of us is in that
                kind of shape.
      
                          TITAN
                She's right, Frank.
                                                             107.
      
      
      
      Frank looks up, stunned that Titan could have possibly heard
      him.
      
                          TITAN
                Also got super hearing. I promise
                not to keep the both of you long,
                but you'll thank me when this is
                all over.
      
      Frank and Roxanne exchange helpless expressions.
      
      INT. ABANDONED METRO CITY LIBRARY   - DAY
      
      Master Mind reverently stares up at the painted portrait of
      his father.
      
                          MASTER MIND
                Dad, it's me...
                    (he looks around to make
                     sure no one can hear)
                ...Bubsy. I know we haven't talked
                in a while, and I'm sorry. It's
                been a little crazy trying to live
                up to a legacy.
      
      The painting's menacing stare seems to reach into his very
      soul.
      
                          MASTER MIND
                Anyway...You raised me to be the
                worst that I could possibly be. And
                I've tried to live up to that as
                best as I could - even dropping out
                of dentistry school like you wanted
                me to. But I'm about to do
                something now that would really
                piss you off. I'm going to go
                against everything you ever taught
                me. I hope...I hope that maybe
                you'll look down at what I'm about
                to do as not so much a good deed,
                but more like the outright defiance
                of a hateful and ungrateful, son.
                If you could do that, then maybe -
                in your own little way - you could -
                for probably the first time - find
                a reason to be proud of me.
      
      He looks back up at the picture. Is it our imagination, or
      does the painting's stare suddenly seem even angrier?
                                                             108.
      
      
      
                              MASTER MIND
                   Well...either way, you're probably
                   going to see me real soon.
                        (calling over his
                         shoulder)
                   Men?
      
      Plato and Da Vinci suddenly stop what they're doing and look
      up at him.
      
                              PLATO AND DA VINCI
                   Yes Sir?
      
                             MASTER MIND
                   Stop packing. Our work is not
                   finished here.
      
                              PLATO AND DA VINCI
                   YES SIR!
      
      TELEVISION
      
      A news report shows an aerial shot of Titan setting the giant
      ball down in the middle of a vacant city street.
      
                             REPORTER
                   We interrupt your regular afternoon
                   programming to show you live
                   footage of a potential dangerous
                   situation in downtown Metro. The
                   former hero knows as Titan is
                   placing what appears to be a giant
                   ball...
      
      INT. ABANDONED METRO CITY LIBRARY     - CONTINUOUS
      
      Da Vinci stops in front of a television set, seeing the news
      report in progress.
      
                             REPORTER
                   Hold on...It appears our own
                   Roxanne Ritchi is somehow at the
                   scene. We now go to her with a live
                   report.
      
                             DA VINCI
                   Sir, I think you should see this!
      
                                                   CUT TO:
                                                             109.
      
      
      
      EXT. CITY STREET - DAY
      
      Roxanne is standing in front of a camera with a mike in her
      hand.
      
                          ROXANNE
                I'm here with the cause of the
                destruction in Metro City. He has
                kidnapped me and a cameraman to
                chronicle what he refers to as the
                creation of a monument to his
                invincibility and overall
                "Asskickiness." He will use this
                giant concrete bowling ball to play
                the largest game of bowling ever
                using the buildings of downtown
                Metro City as his pins.
      
      Titan suddenly steps into the shot.
      
                          TITAN
                And I'm going for the biggest
                strike ever.
      
      He leans into the camera.
      
                          TITAN
                And you, Metro City, have a
                ringside seat as I cement my name
                in the anal of history.
      
                             ROXANNE
                Annals.
      
                             TITAN
                What?
      
                             ROXANNE
                Nevermind.
      
      EXT. CITY STREET - MOMENTS LATER
      
      Titan holds up the massive bowling ball, lining up his shot.
      
                          TITAN
                    (in quiet professional
                     bowler announcer voice)
                Like Tiger before him, a young
                savior has come to raise a sport
                from the ashes. Rookie Hal Stewart,
                a young man with a dream, realizing
                that dream here today, folks.
                          (MORE)
                                                                110.
                          TITAN(cont'd)
                One might click there heels and say
                "There's no place like home" upon
                finding themselves in such a
                fantasy. Well, Hal looks very much
                at home right were he is - with a
                ball in hand and glory in his
                sights.
      
      INT. METRO CITY LIBRARY - CONTINUOUS
      
      In the bowels of Master Mind's hideout, the HYDROGEN REACTOR
      glows and HUMS MENACINGLY.
      
      BACK TO SCENE
      
      Roxanne just stand helpless as Frank films away.
      
                          ROXANNE
                Hal, I know everyone treated you
                like shit, but you don't have to do
                this.
      
                          TITAN
                You're right. I don't HAVE to do
                anything. Isn't that cool?
      
      Titan lines up his shot.
      
                          TITAN
                Here's one for the record books!
      
      Titan flies a few feet and rolls the ball down the main
      street.
      
      ROXANNE
      
      Her face is utter horror as she watches the inevitable
      destruction of Metro City.
      
      As the ball rolls - it demolishes everything in it's wake;
      cars, street lamps - windows shatter as the giant concrete
      sphere brushes along side buildings.
      
      TITAN
      
      He smiles in anticipation and uses "body English" to direct
      the ball.
      
      GIANT BOWLING BALL POV
      
      It's nearly halfway to its target.
      
      ROXANNE
                                                             111.
      
      
      
      She closes her eyes.
      
      Titan's smile fades. He looks around as if he hears something
      we don't.
      
      About two hundred feet in front of the first building a GIANT
      SPIDER WEB flies across the path of the ball, creating a
      defensive barrier. An enormous letter "M" is etched in the
      web's center.
      
                          TITAN (CONT'D)
                What the...?
      
      The ball breaks through the web, but it's speed is greatly
      reduced.
      
                          FRANK
                Look, what's that flying in the
                air?
      
      We suddenly see MASTER MIND FLYING OVER THE ROLLING BALL IN A
      JET PACK.
      
      He quickly pulls out his goo gun and starts laying down a
      path of sticky plasm to stop the destructive sphere's path.
      
                          MASTER MIND
                C'mon, slow down
      
      Master Mind looks down to see the meter of the gun close to
      empty.
      
                             MASTER MIND
                C'mon.
      
      The ball slows drastically then starts rolling to the side.
      It heads off an embankment and rolls harmlessly into a CANAL.
      
                          MASTER MIND
                Gutterball!
      
      TITAN
      
      He's furious to say the least.
      
                             TITAN
                YOU!
      
      Master Mind gives him a mocking grin.
      
                          MASTER MIND
                Bowling? What other trailer park
                sports can you play?
                                                                112.
      
      
      
                            TITAN
                  You are becoming a real pain in my
                  ass. I should have done this a long
                  time ago.
      
      Titan lunges at his tormentor. Master Mind hits the BOOSTER
      on his jet pack and heads back toward the other side of the
      city with Titan in hot pursuit.
      
                            MASTER   MIND (CONT'D)
                      (into walkie   talkie)
                  Plato, Da Vinci.   Secure Roxanne,
                  he's falling for   it.
      
      ELSEWHERE
      
      A flustered Titan lands. He begins searching the city
      streets, but Master Mind is nowhere in sight.
      
      He turns upon hearing an EEKING sound to his left.
      
      Sitting on the ground is a CHIMPANZEE wearing a strange
      collar. It smiles at him.
      
                            TITAN
                  What the hell?
      
      From behind, Titan is immediately set upon by five more RADIO
      CONTROLLED APES.
      
                              TITAN (CONT'D)
                  GODAMNIT!
      
      The critters bite hop and hit Titan. As soon as he throws one
      off two more jump him.
      
      Titan breaks free and with his mighty breath blows them
      across the street into a fruit stand. With Titan out of their
      sight they begin to attack the fruit.
      
      MASTER MIND
      
      He's a block away frantically hitting his remote.
      
                            MASTER MIND
                  Shit! Stupid monkeys and their
                  fruit.
      
      Titan flies away from the mad monkeys and lands to find
      Master Mind sitting on the ground wrapped in a long cape with
      only his head sticking out.
                                                             113.
      
      
      
                          TITAN (CONT'D)
                No more games.
      
      Titan FIRES HIS LASER VISION AT MASTER MIND's CHEST.
      
      Master Mind pulls the cloak away to reveal a FIRE HYDRANT.
      Titan's EYE LASERS burn through the hydrant releasing a high
      pressure stream of water.
      
      Master Mind uses the last remote which dumps two tons of
      CEMENT mix into the truck.
      
      The crowd, police and news crews move in closer when Titan
      doesn't emerge.
      
      Master Mind drops his last remote and walks toward the truck
      cautiously.
      
                          MASTER MIND
                Could it really be that easy--
      
      - BOOM - The back of the truck explodes, throwing dust and
      concrete everywhere. When the dust clears we see and enraged
      Titan.
      
                          MASTER MIND (CONT'D)
                Didn't think so.
      
      As the villain walks toward him, he pulls back his fist to
      give Master Mind the killing blow.
      
                          TITAN
                If you don't mind, I'm going to
                punch trough your face now.
      
      Preparing himself for the end, Master Mind shuts his eyes as
      a SUDDEN GUST OF WIND BEGINS TO PICK UP.
      
      AS Titan goes to strike, a BLURRY FIGURE RUNS IN AND SNATCHES
      MASTER MIND OUT OF THE AWAY.
      
      Stunned, Master Mind begins to feel around his body as if to
      make sure everything's still in place.
      
                             MASTER MIND
                I'm alive.
      
      He turns to see UBERMAN standing next to him.
      
                             MASTER MIND
                Uberman?
                                                             114.
      
      
      
      The terrified bystanders start to notice the figure standing
      next to Master Mind.
      
                          BYSTANDER 1
                It's Uberman!
      
                          BYSTANDER 2
                Uberman's alive!
      
                          BYSTANDER 3
                We're saved!
      
      As the CROWD CHEERS, A confused Master Mind turns to Metro
      City's newly resurrected champion.
      
                             MASTER MIND
                I thought.
      
                             UBERMAN
                So did I.
      
      He puts a hand on Master Mind's shoulder.
      
                          UBERMAN
                Thank you, old enemy.
      
                             MASTER MIND
                For what?
      
                          UBERMAN
                Showing me the error of my ways,
                Showing me I'm meant to be this
                city's savior, showing me that,
                while we can try, there is no
                running away from our true destiny.
      
      With that, UBERMAN IS STRICKEN BY A LASER BLAST, INSTANTLY
      TURNING HIM INTO A CHARRED HUMAN SKELETON.
      
      Master Mind turns to see Titan smiling with his STILL SMOKING
      EYES.
      
                          TITAN
                Oh...Did I interrupt something?
      
      Master Mind turns to run, but, suddenly Titan is before him.
      
                          TITAN
                Where you going, buddy?
      
      Titan grabs Master Mind by the collar and throws him across
      the street into a parked car.
                                                                115.
      
      
      
                          TITAN (CONT'D)
                Welcome to Paintown. Population:
                you.
      
      Master Mind manages to stand on shaky legs. He seems in a
      daze, unable to move.
      
      Titan flies up in the air.
      
                          TITAN (CONT'D)
                Time to finish this.
      
      With his fist front and center, Titan speeds toward Master
      Mind. He's like a human torpedo, coming in for the killing
      blow.
      
      Master Mind comes to his senses and puts up his hands.
      
                          MASTER MIND
                WAIT!!!
      
      Titan screeches to a halt and stops just in front of him like
      an old Warner Bros cartoon.
      
                          TITAN
                What?
      
                          MASTER MIND
                Quick joke - What's the capital of
                Thailand?
      
                          TITAN
                Huh - I don't know.
      
                          MASTER MIND
                It's bang cock!
      
      In a sudden surge of strength, MASTER MIND PUNCHES TITAN IN
      THE GROIN.
      
      The once mighty man instantly drops to his knees, searching,
      with tears in his eyes, for the proper word to express the
      pain suddenly surging through his member.
      
                          TITAN (CONT'D)
                Ow.
      
      Baffled, he looks up at Master Mind's hand and sees his
      gauntlet is now made ENTIRELY OUT OF COPPER.
      
                           MASTER MIND
                So, I guess pennies are good for
                something.
                                                             116.
      
      
      
      He punches Titan in the face, knocking him out cold.
      
      Master Mind looks down on Titan with more than a little
      pride. Suddenly he hears something behind him. He spins to
      see the crowd making a strange noise - APPLAUSE.
      
      Roxanne comes up to him.
      
      The crowd starts to go wild and cheers for Master Mind. He's
      not sure what to make of it.
      
                          ROXANNE
                Pretty strange, huh?
      
                          MASTER MIND
                They're cheering for me.
      
                          ROXANNE
                You saved them. You saved
                everybody. How's it feel?
      
      Master Mind looks at the smiles all around him. He begins to
      well up a little.
      
                          MASTER MIND
                It's a...it's nice, you know? I
                usually don't get a lot of
                feedback.
                    (whispering)
                But I also kind of caused all this.
                What happens when they find that
                out I was the cause of some of
                this?
      
      Roxanne looks at the cheering crowd, then back at Master
      Mind.
      
                          ROXANNE
                What they don't know won't hurt
                them.
      
                          MASTER MIND
                I guess that is all in the past.
      
                          ROXANNE
                You're the hero.
      
                          MASTER MIND
                I don't think I'd go that far...I
                mean I just...er...
      
                          ROXANNE
                Master Mind?
                                                             117.
      
      
      
                             MASTER MIND
                   Yes?
      
                             ROXANNE
                   Stop talking.
      
      She kisses him.
      
      The crowd erupts in a cheer.
      
      TELEVISION
      
      The channel 7 he channel 7 logo zooms in followed by the
      title "Eye on Metro City."
      
      A picture of Master Mind smiling appears on the screen behind
      her.
      
                             SAMANTHA SUMMERS
                   Who's bad? Well, not Master Mind.
                   It seems the former villain has
                   done a career 180 after defeating
                   Tighten and saving Metro City from
                   certain enslavement. And here he is
                   getting a full pardon by Metro
                   City's Mayor, Steve Dent.
      
      Cut to ceremony on capital steps. The MAYOR is shaking Master
      Mind's metal gauntlet when it suddenly STARTS TO CRUSH HIS
      HAND.
      
                             MAYOR
                   Ahhh!
      
      Secret service men quickly start to draw their weapons and
      take aim at Master Mind.
      
      Realizing what's happening, he quickly lets the mayor's hand
      go and puts his arms in the air.
      
                             MASTER MIND
                   Sorry - Metal hand. Force of habit.
      
      He elbows the mayor.
      
                             MASTER MIND (CONT'D)
                    We're okay, right?
      
      Wincing, the mayor signals the men to put their guns down.
      
      WE CUT to video of Titan behind bars in a regular prison.
                                                             118.
      
      
      
                          BRAD HELMS
                And what about Tighten? Is there a
                prison in existence that can hold
                this super powered menace? Well,
                the answer we found is no.
      
      A man in a white lab coat stands in front of Titan's cell
      just out of reach.
      
                          PRISON SCIENTIST
                Of course normally he could break
                out of there anytime, but as you
                can see we've taken some special
                precautions.
      
      The news camera pans over see Titan in his cell wearing a
      copper JOCK STRAP with electrical cables hooked to it.
      
      Back to Samantha at the desk.
      
                          BRAD HELMS
                What is a Hero? It seems never has
                that question needed to be asked
                more than it does tonight. We go to
                our very own Roxanne Ritchi, making
                her triumphant return to our news
                desk for the answer.
      
      Brad turns. The camera pans over to Roxanne who we now see
      has been sitting beside him.
      
                          ROXANNE
                What is a hero? Well, there are
                many different kinds. There are
                those who hear a call, like the
                policeman or doctor, then there's
                the kind the public creates in
                their search for meaning and hope.
                Then, there are those who have the
                courage to change.
      
      DARK ALLEY - NIGHT
      
      A woman is being chased by two large thugs. They're gaining
      on her.
      
      She comes to a brick wall - a dead end.
      
      The thugs laugh.
      
                          THUG #1
                Hey, gimme that purse?
                                                             119.
      
      
      
                          MASTER MIND (O.S)
                I don't think it would go with your
                outfit.
      
      The thugs turn around to see Master Mind, standing with his
      arms folded across his chest.
      
                          THUG #2
                It's Master Mind!
      
      Thug #1 draws a knife.
      
                          THUG #1
                So? It's not like he has any
                superpowers.
      
      Thug #1 puts his fingers to his mouth and whistles.
      
      Suddenly two more Thugs appear behind Master Mind.
      
                           MASTER MIND
                I'm gonna give you a chance to
                surrender.
      
                          THUG #1
                Four against one. For a Master
                Mind, you're really bad at math.
      
      Master Mind throws a hand signal up in the air.
      
      Suddenly a giant robotic foot crashes down on the two men
      behind him.
      
      Thug #1 and Thug #2 drop their knives and raise their hands
      in the air.
      
      Master Mind looks up and waves.
      
                          MASTER MIND
                Way to take out those two goons,
                guys!
      
      We see Da Vinci and Plato at the wheel of a gigantic robot.
      
                          DA VINCI
                What two goons?
      
      The giant robot lifts its foot to check the bottom of it's
      sole. It KNOCKS OVER WATER TOWER in the process.
      
      The woman looks at Master Mind, horrified.
                                            120.
      
      
      
                          MASTER MIND
                    (apologetically)
                Sorry, we're new at this.
      
      

                                THE END