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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