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

START CREDITS. 

We are surrounded in DARKNESS. The sky, the Moon, the Earth itself, 
all GONE.

All we see is - -

SPACE

The stars GLEAM brightly in this night.

There is a sound of supreme silence, almost the sound of the void 
itself.

But the void is opened by a man's voice.

It's dark, raspy. As we close in on EARTH. 
		
		MAN (V.O.)(CONT'D)
	First, there was darkness. Then came the 
	Shadows. They were a race with unparalleled 
	might. They could move without being seen and 
	wielded enough power in their veins to bring an 
	entire world to its' knees. But, they were dying, 
	you see. Their population suffered when their 
	home planet suddenly met its destruction. Only a 
	handful of them managed to escape. Using 
	technologies far greater than anything most 
	worlds had ever seen, they traveled, searching 
	for a way to extend their own mortal souls.

We begin to pass through clouds at a downward trajectory; the 
Earth's atmosphere.
		
		MAN (V.O.) 
	They discovered a small blue world, our world. 
	The entire planet was overwhelmed by these few 
	beings alone. They quickly made waste to our 
	world with their unstoppable powers.

We come down upon the Earth, reaching the firm base of the ground, 
peering up to see the numerous incredible buildings that have been 
RAVAGED and DESTROYED by TIME and NEEDLESS DESTRUCTION.

The world is filled with DARKNESS, it is a rare occurrence that light ever 
manages to pierce through the BLACK CLOUDS that float overhead, 
the clouds caused by the utter destruction of the Earth itself.
		
		MAN (V.O.) (CONT'D)
	This used to be New York City, the last remaining 
	city. Now it is simply called Hope. I am MICHAEL, 
	one of only a few survivors of our planet's 
	destruction.

We see Michael for the first time; he is a black man wearing a RAGGED 
black trench coat, concealing a strange type of black body armor that 
straps over the shoulders. It looks to be a material and technology 
never before seen by this world, conforming to his chest perfectly, 
showing his strength. 
		
		MICHAEL (MAN)(V.O.)(CONT'D)
	I have spent my life trying to master their 
	abilities, their powers. I have been successful in 
	my attempt to be like them but I have no hope in 
	defeating them alone. But...there is to be 
	another.

SUPERIMPOSE-THE SHADOWS
			
			CUT TO:

EXT. APT. # 1313 - SETH'S APT - NIGHT

We come upon the door first, eyeing the exact number that is placed 
on it.
			
			CUT TO:

INT. APT. # 1313 - SETH'S APT - SAME

We see SETH, young and powerful looking, SPRAWLED out onto his 
bed, face down. There is an increasing calm as we wait for him to 
awaken.

Suddenly, images of his dream FLASH across our eyes. Images that 
can strike fear in the bravest of hearts. 

We see the original ruination of Earth, the darkness FLOWING over the 
clouds, buildings crumbling to the ground, fire covering the surface of 
the Earth, turning it into a desert. The WIPING OUT of modern Earth.

And we see two FIGURES, two MEN, both ENORMOUS, the one on the 
forefront slightly smaller. But they are only SHADOWS, they are 
walking through the fires that they themselves have cast down upon 
the Earth. Completely oblivious to its searing pain. 

Then, we see Seth, in a fight for his life. Someone behind him is struck 
with a force we have never seen before, an INVISIBLE FORCE and 
BLOOD FLOWS from the wound.

And the two figures once again, they close on the camera, their eyes 
GLOWING with FIRE. They inch up to the camera, right in our faces, 
and SMILE.

Suddenly, Seth JUMPS up from the bed, as if being startled by 
something, sweat DRIPPING from his face.

In a few moments he has calmed, he goes to wipe the sweat from his 
forehead and brushes his hand through his hair.

Unwittingly he smears blood over his forehead. Not a lot, but enough 
to make him aware of it.

He looks down at his hands and sees that they are covered in drying 
blood.

He jumps back, aghast by what he has uncovered on his hands.

He turns and runs into the bathroom hallway, but his feet lose their 
footing and they fly up as his head flies down.

He hits the ground hard and we see what made him fall; the floor is 
covered in blood.

He spins around, off of his back and onto his stomach and we look 
through his eyes and see her.

SETH'S POV

Under the bed, a woman, DEAD. We cannot see how she died. She is 
wearing the same strange black body armor that Michael was shown 
with earlier.

BACK TO SCENE

He gets up quickly, goes to the sink FRANTICALLY and washes his 
blood-smeared body.

He THROWS off his clothes and runs for the closet.

He opens it and instantly we see - -

SETH'S POV

There are numerous pairs of the same black body armor hanging in the 
closet, along with several pairs of black boots and gloves.

BACK TO SCENE

He grabs a pair of the boots, a body armor, and the trench coat that is 
hanging.

He walks off-
			
			CUT TO:

He has placed on all the clothes and is lacing up the boots.

Then, suddenly, the phone JUMPS to life, ringing, BLARING loudly, 
startling Seth.

He jumps up, answers it.
		
		SETH
	Hello?
		
		MICHAEL (V.O.)
	They're coming for you.
		
		SETH
	Who?
		
		MICHAEL (V.O.)
	Get out while you can.
		
		SETH
	What?! What's going on?!
		
		MICHAEL (V.O.)
	Hurry.

-Click-
		
		SETH
	Hello?! Tell me what's going on!

But it's too late, he knows he has already hung up and he puts the 
phone down.
		
		SETH
	Damn!

He runs out the door, grabbing the trench coat off of the bed as he 
leaves.

As he exits the elevator dings at the far end of the hallway, arriving to 
its' destination. Seth takes off down the end of the hallway, heading 
for the stairs.

He just manages to enter through the door before the elevator doors 
open.

Three men exit the elevator, just barely missing spotting Seth, all 
three wearing the same black clothes we already know too well.

But one of them, the man to the rear of the other two, seems 
different. He is bigger, STRONGER, his clothes look more specialized, a 
greater technology than the ones we have already seen. He appears 
to be of higher authority than the other two.

They make their way to room 1313, upon entering they look around, 
searching.
		
		BIG MAN(FLINN)
	Where is he?
		
		SOLDIER 1
	I don't know Flinn.

See the soldier who made the comment, and suddenly the man who a 
split-second ago was several ft. away, Flinn, is now right on top of the 
soldier, with his fist CLUTCHED around his THROAT.
		
		FLINN
	What was that?
		
		SOLDIER 1
	(Coughing)
	Lt. Flinn, sir.

He releases his vice grip around the man's throat, DEEP RED PRINTS 
show the extreme force that he was clutching with a moment ago.
		
		FLINN
	That's better. Now find him!
		
		SOLDIERS 1 & 2
	Yes sir.

One of the soldiers runs out immediately, the other stays, awaiting 
further orders.
		
		FLINN
	And clean her up.

He points to the bed without looking. 
		
		SOLDIER 2
	Who sir?
		
		FLINN
	The woman under the bed.

The soldier peers underneath the bed, as Flinn walks away. 
		
		SOLDIER 2
	But how did he. . . ?
			
			CUT TO:

INT. STAIRWELL

The stairwell is one that WINDS downward in a square pattern. Seth 
peers over the edge and he sees that there are 100 floors between 
him and the ground.

Suddenly the stairwell BURSTS with light, Seth looks up. There's Flinn 
standing in the doorway with his back to the light, casting his 
incredible shadow over Seth.

He takes off, giving chase. Seth bolts down the stairwell trying to exit 
his grasp, but he is too fast, inhumanly fast. 

Seth takes a daring move and leaps over the rails' edge, using his arm 
as a brace.

His body HURTLES to the ground at an incredible speed. The camera 
peers under Seth, showing his extreme descent. The world spins on its 
axis, coinciding with the movements of Seth. His long overcoat flying 
through the air above his head, as if trying to escape. 

He comes down hard, his feet crashing into the concrete below. It 
EXPLODES from the force, the moment he hits he takes off once again.

We look up and see Flinn SOMERSAULT over the railing. Keeping his 
body straight, he points his legs to the sky, falling fast headfirst.

He hurtles to the ground much faster than Seth did, obviously an 
expert at what he's doing. Staircases WHIP by Flinn, one after the 
other, showing his speed. 

At the last possible moment he SPINS his body and throws his feet 
downward, his black boots hit with an INCREDIBLE FORCE. The ground 
EXPLODES a second time, a greater force this time, debris and large 
chunks of concrete FLY up over his head.

He hits the ground and takes off with that incredible speed we caught 
a glimpse of before, his body BLURS from it.

SLOW MO

Seth turns in mid-run to face the quickly approaching force head on. As 
soon as he has shifted 180 degrees he is met with a powerful fist 
driven into his chest at full speed from Flinn.

BACK TO SCENE

Seth flies, HURTLES backwards, CRASHING through a steel-reinforced 
wall a few feet behind him. He SKIDS several feet once he hits the cold 
dirt floor after his flight.

EXT. APARTMENT COMPLEX-NIGHT

He rolls over onto his stomach, coughing up drops of blood.

Flinn steps through the doorway he has made, dusting off his hands.

Suddenly, the other two soldiers appear from almost nowhere.
		
		FLINN
	Take care of him.

As the two figures approach, Seth catches a final glimpse of Flinn 
between their two bodies.

His body turns completely dark, becoming a living shadow. Then his 
entire being, his entire makeup EXPLODES, and pieces of himself FLY 
out into all different directions, disappearing. 

One of the soldiers instantly charges once he has gone. Seth, still on 
the ground, his eyes - -

TURN COMPLETELY WHITE

He JUMPS up from his all fours position, SPINNING upwards and 
sideways, his body parallel to the ground in a horizontal spin, a move 
impossible to any man, bringing his fist along with him. But his fist - -

-GLOWING WITH A STRANGE CLEAR ENERGY THAT SEEMS TO FLOW OFF 
OF IT-

It smashes the soldier in the jaw, still in full sprint, perfect timing. His 
body lifts off the ground a few feet and CORKSCREWS before hitting 
the ground, unconscious.

Seth's feet hit the ground awkwardly but he manages to hold his 
footing. 

He charges towards the other soldier, the energy in his fist 
disappearing.

The soldier side steps Seth, who goes flying towards the concrete 
wall. He crashes into it with his fist, the wall CRUMBLES down.

The soldier swings wildly at him, Seth ducks it and comes up spinning a 
kick around into the side of his face. His body FLIES forward, his head 
CRASHING through the nearby wall.

There is a moment of calm as the dust settles, then Seth suddenly 
seems faint, his eyes begin to roll back. He passes out onto the 
ground.
			
			DISSOLVE TO:

INT. SHADOW HQ-SENATE HOUSE-NIGHT

This is not the type of office that you would find in any company or 
industry. It is not the typical corner office with a wooden desk and 
leather chair. No, it is DARKER, suitable for a more PRIMITIVE race.

It looks as though it has been destroyed and then rebuilt with a 
needless care.

There is a type of podium in the center and around it at 180 degrees 
there are stadium style seats to hold the "Senate."

There is an extreme cluttering noise about the House. They are all 
discussing, ARGUING, over something.

Each one of them is wearing the same unique clothing, in fact, all 
Shadows wear this clothing style, it is how we can tell them apart from 
the rest of the humans, although few of them are still alive. 

There is a Shadow standing at the makeshift podium, KEANE, the 
Senator, their political leader. 
		
		KEANE
	Quiet.

But the roar continues.

He continues again, raising his voice. 
		
		KEANE
	Everyone please! Be quiet!

It continues, LOUDER.

The Senator looks over to a Shadow sitting in a chair, completely 
shrouded in darkness, hiding his face, and identity. He is STEPHEN, 
young, yet powerful. 
		
		STEPHEN
	(Whisper)
	Shh.

The eruption ceases instantly.
		
		KEANE
	What are we to do?

A lone Shadow stands up amongst the crowd.
		
		SHADOW #1
	Get rid of him!
		
		KEANE
	We can't just rid ourselves of him. We must deal 
	with him as the threat he is. 
		
		SHADOW #2
	Kill him then!
		
		SHADOW #3
	They can't kill him!

Stephen takes great offense to that remark. 
		
		STEPHEN
	I can't kill him?

He leans forward to reveal his face, DARK and SINISTER looking. 

The shadow who spoke poorly of his superior officer suddenly begins 
to TREMBLE as a look of pain comes across him. 

His body BUBBLES up and EXPLODES in a surge of darkness and 
shadows scattering the room. 

Everyone looks on in terror-There is silence among the rest of the 
crowd. 
		
		STEPHEN
	I must teach him a lesson first. 
			
			DISSOLVE TO:

INT.  STREET-NIGHT

Seth slowly pats his eyes open, waking from his slumber. He lifts his 
head from the dirt, now smeared on his face, and tries to gather what 
happened. 

He looks around, still sitting on the ground, seeing the shadow with 
his head buried into a wall, one laying prone and limp on the ground. 

He uses his hand to brace himself as he gets up, as he does he cries 
out in pain. He looks at his hand, the same one used in the fight, and 
sees that just about every bone has been broken, it trembles in pain. 

As he clutches his hand several large spotlights encircle him, 
searching, panning the ground for him. 

He looks up, unable to see what is shining them down on him, blinded 
by the light. 

He takes off, running down a deserted alleyway. He comes across a 
huge manhole, leading to the sewers below. 

He bends down and with his one good arm and tries to lift it. It budges 
slightly but not near enough to remove it. 

The spotlights surround him. They're getting closer. 

He tries again, this time bending with his knees and REALLY trying, but 
it still doesn't budge. 

The spotlights find him, drawing him out of the darkness and into the 
bright light. He looks up, shielding his eyes. 
		
		HELICOP 1
	You down there, freeze!

Seth tries at the manhole again. Nothing moves. 
		
		HELICOP 2
	Freeze right now or we will open fire!

He tries one more time. Still nothing.
		
		HELICOP 1
	That's it. 

Bullets begin to RAIN down on him, always just narrowly missing him. 

As he tries to dodge with his body he keeps his hand on the manhole 
cover. 

ANGLE- His arm BULGES with a strange kind of strength, coming from 
beneath his skin, coming from his veins, his arm EXPLODING with 
might. 

He lifts his arm, still attached to the manhole cover, to block his head 
and the manhole cover FLIES into the air as high as the eye could see 
at a speed no one could have imagined. 

Seth shoots his eyes up, trying to follow the hurtling metal disk. 

The gunfire stops. 

Suddenly, the chopper flying above EXPLODES at its center, a hole 
ripping into its hull just before. 

A few feet from Seth the cover CRASHES into the cement, ripping it to 
shreds. 

The chopper continues to blow and flame as Seth looks at the cover. 

He hears another explosion and looks up to see the chopper 
HURTLING toward the ground, right above his head. 

He dives feet first into the manhole, the chopper SMACKING the 
ground just a moment after. 

INT.  SEWER SYSTEM

Debris and flaming wreckage shoot down through the hole. Seth dives 
to the side, into the murky, disgusting sewer water to evade it all. 

After it settles for a moment, he lifts his head from the liquid and 
stares up to the ceiling, now cracking from the impact. 

The weight shifts above and the ceiling comes down a single inch, Seth 
sees what may soon transpire and runs down the remainder of the 
corridor, splashing up water as he does. He reaches the end of the 
tunnel and takes a turn, off screen. 

The camera stays perched in its spot, eyeing where Seth left. It pans 
to the right and we see Michael standing in the middle of the corridor, 
also eyeing where Seth just left, Seth oblivious to him after just being 
only five feet from each other.  

The weight from above shifts once again, ready to give completely. 
Michael turns to walk back down the way he came. 

ANGLE- Michael's hand shining brightly at his side, a strange type of 
energy POURING off of it as if it were gas or heat. The energies travel 
up the path of his arm and disappear into his body. 

As he walks away his eyes GLOW and FLASH with the same type of 
energy. The weight above shifts once again, but not the same way as 
it had before, now it shifts UPWARD, once again becoming the level 
surface it once was. The enormous cracks caused by the crash 
SHIMMER and repair themselves miraculously. 

Michael walks away. 
			
			CUT TO:

INT.  SHADOW HQ-STEPHEN'S OFFICE-NIGHT

Open on Stephen in an obvious and extreme rage after another 
shadow having given him some information. 
		
		STEPHEN
	WHAT!!??

He pounds his steel desk with his fists as he storms up from his chair. 
It CRUMBLES. 
		
		SHADOW
	(Terrified)
	They were un-unable to capture him. S-Sir. 

Stephen steps over the rubble and grabs him by the shirt, lifting him a 
full arm's length above his head. 
		
		STEPHEN
	Find him and KILL him! Or I will find you and do 
	just the same. 

He throws his arm outward and LAUNCHES the man a full thirty feet 
across the room, head first, his hair blazing past his face in a blurring 
speed, crashing through a bookcase before finally coming in contact 
with the ground. 
		
		STEPHEN
	Now get the Hell out of my office before you 
	make me angry!

He scurries to regain his composure and leaves as quickly as he can. 

Stephen sits back down in his chair and puts his fist under his chin, 
thinking. 
			
			CUT TO:

INT.  SEWER SYSTEM

We come back to Seth, still searching in the sewers, who has now 
finally come upon a resting point. 

He takes the few short steps out of the water and finds an 
underground suburb. Completely trashed and dilapidated, where only 
the dying and homeless live. 

INT.   SUBURB

He wanders, searching. He's not exactly sure what it is that he is 
searching for, he only knows that whatever it is it's in here.  
		
		SETH
	(To Himself)
	What is this place?

A small boy, maybe twelve years old, replies. Ragged looking, dirty, 
utterly helpless to what is going on around him. 
		
		BOY(O.S)
	This is Hell. 

Seth hears the boy, CHAD, and spins around to answer him. 
		
		SETH
	What?
		
		CHAD(BOY)
	They call that city up there Hope. Well, if that's 
	Hope, then this is Hell. 
		
		SETH
	... Optimistic... 
	(BEAT)
	Who are you anyway?
		
		CHAD
	Name's Chad. 
		
		SETH
	From your speech I take it you live in this place. 
		
		CHAD
	If you could call it living. 'Round here everyone's 
	always hungry. So hungry we actually die from it. 
	Everyone's always scrambling for any food they 
	can find. The little kid's always pushed to the 
	back of the line. By the time I actually get up to 
	the front there's nothing left. This morning I ate a 
	rat. I was starving so bad I didn't even have time 
	to kill it. And we're always so cold you can find 
	fingers and toes lying around that have fallen off 
	on any given day, some of us live on those.  
	Some life huh?
		
		SETH
	And your parents? Where are they?
		
		CHAD
	Dead. The winter's here are so bad. They gave 
	up every blanket they had so I could make it 
	through. Even if it meant they wouldn't. 
		
		SETH
	And you've survived? All alone? With no place to 
	live and no food?
		
		CHAD
	What can I say, people here watch out for their 
	own. 
		
		SETH
	Like who?
		
		CHAD
	Well everyone here does. 
		
		SETH
	Show me.
			
			CUT TO:

INT.   CHADS NEIGHBORHOOD-NIGHT

Chad and Seth walk side by side through this incredibly destroyed part 
of the underground city. 

Hobos and the sick and poor are surrounded by cardboard boxes and 
tattered rags for clothing. 

Lots of them crowd around a single flame in a metal trash container for 
warmth, holding out their hands, trying to suck in the heat. 
		
		SETH
	What the hell happened here?
		
		CHAD
	There's not much left up there anymore. Ever 
	since those things came... it's all turned to shit. 
		
		SETH
	What are they?
		
		CHAD
	Can't say really. I've never even actually seen 
	one. They don't come down here much. Too good 
	for us I guess. 
		
		SETH
	And they did all this? Trashed this whole city?
		
		CHAD
	Hmppf, city? Where have you been pal? This is 
	how the whole planet is. 
		
		SETH
	What? The entire planet? But how could they 
	have done this?
		
		CHAD
	I knew a guy that fought 'em once. When we 
	found him his neck was broken, his insides were 
	bleeding real bad. We could tell 'cuz his gut was 
	swellin' up like a balloon. He says they ain't 
	human. Told me that they move like darkness.  
		
		SETH
	Like darkness? What did he mean?
		
		CHAD
	Can't tell ya. He died. Right as he was tryin' to 
	tell me what they were. 
	(Beat)
	So what's your story?
		
		SETH
	(Still lost in thought)
	What?
		
		CHAD
	You've been askin' me all these questions like 
	you don't already know what's been goin' on on 
	the entire planet and I still don't know a damn 
	thing about you. 
		
		SETH
	Well what do you want to know?
		
		CHAD
	Who are you? What are you doin' here?
		
		SETH
	I don't know. I don't remember anything. I'm - I 
	don't know. They're after me. 
		
		CHAD
	They're after YOU? The Shadows?
		
		SETH
	Is that what you call them?
		
		CHAD
	If they're after you you must'a pissed 'em off 
	somethin' awful. What'd you do anyway?
		
		SETH
	I have no idea. 
		
		CHAD
	Maybe it's 'cuz you stole their wardrobe. 

Chad continues walking, not noticing that Seth stopped to think about 
the comment. He looks down at his clothes and smirks, finally realizing 
that he does resemble them. 

But as he enjoys a moment of peace a single image PIERCES his skull, 
DRIVING into his mind. Pain shoots across his face, and he holds his 
head in agony. 

- The woman found dead under the bed. 

- Dying. Being slaughtered. 
		
		SETH
	No...

Seth falls to his knees, still holding his head. 
		
		SETH
	...That woman. 

The POUNDING in his head gets even stronger, his real memories 
trying to come to the surface. 

He collapses even further and falls on his face before Chad finally 
stops, realizing Seth is no longer beside him. 

He sees him lying prone on the floor, his face in a puddle and runs to 
him. 
		
		CHAD
	Hey! Hey pal, come on, don't puss out so soon!
			
			WHITE DISSOLVE:

INT.   HOLDING ROOM

SETH'S POV

His eyes opening, the slits of them open and close as he is trying 
desperately to come out of his sleep. The blurred vision slowly coming 
back into focus. 

BACK TO VIEW

Seth is laying down on a metal table and Chad and one other 
unknown person, dubbed CHAD'S FRIEND, stand around watching Seth 
lay down. 

Seth groans and starts to sit up but IS SUDDENLY RESTRAINED. He 
looks down and finds his body covered in several metal chains pinning 
him to the table. 

He struggles to get free, still not sure what is happening, the chains 
rattle. 
		
		SETH
	Chad what are you doing?! Get me the Hell out 
	of this thing!
		
		CHAD
	Stop squirming or you'll hurt yourself. 
		
		SETH
	Why am I in this thing?!
		
		CHAD
	Oh come on, we couldn't let you of all people just 
	wander around our neighborhood. 
		
		SETH
	Why? What do you think I am?
		
		CHAD
	Just look at you. Your clothes. Your hand. You're 
	one of them. A Shadow. 
		
		SETH
	What are you talking about? Get me out of this 
	thing!
		
		CHAD
	All we have to do is a little tiny operation just to 
	make sure that you're safe for us around here. 

Chad's friend comes back into the picture with a very large surgical 
saw and drill combination. 

Seth, of course, freaks out. 
		
		SETH
	No!

His arm muscles TENSE. Triceps and biceps BULGING with strength and 
POWER. Veins peering through layers of skin show his struggle. In an 
instant the chains SNAP off, breaking one after the other. 

He stands to his feet, pulling off the last of the chains. 
		
		SETH
	I am not what you say I am! I am not one of 
	those THINGS out there! I have to go. I think I've 
	put you all in danger. I have to go. Now. 

He heads for the door and slams it open, exiting through it as quick as 
he could. 
			
			CUT TO:

INT.   TUNNEL-NIGHT

Seth runs down it, water splashing under his boots as he does so. 

Chad and his friend follow him down. 
		
		CHAD
	No! Seth! Not that way! It's dangerous!

But Seth still continues on, without caution. 

He takes a turn and finds himself in an area where all of the water 
recedes to, a pool in the center flooding high with water and trash. 

He runs easily through the shallow end of it, water continually 
splashing. 

From somewhere underneath the surface of the water we can see 
Seth struggling to run away as the water gets deeper and deeper, 
now waist high. 

The water RIPPLES, the sound and the vibrations echoing throughout 
the water. 

Somewhere in the darkness of the murky water a GOLDEN EYE POPS 
open. Seth finds a huge rot-iron door and struggles to free the lock. 

He shakes it furiously, the vibrations stirring the creature below even 
more. 

Seth BANGS on the door with his fist, finally the monster awakens. 

It JUMPS to its full upright position, water EXPLODING into the air, 
falling onto Seth, alerting him to its presence. 

He turns around and faces it face to face. The creature standing at 
twice Seth's size. Ugly and a dark rotting color. With enormous teeth 
and claws and arms that stretch out to a distance larger than the 
normal arm/body ratio of any other creature. 

BEAT

The creature makes the first move, SHOOTING out its arm at an 
incredible speed towards Seth. 

SLOW MO

Water splashes into the air from the sudden movement. 

Amazingly Seth manages to take one step to the side just in the nick 
of time. The huge claws of the creature pass just in front of Seth's 
nose. 

BACK TO SCENE

Its other huge hand WHIPS around and wraps itself around Seth's 
entire torso. His body is lifted entirely out of the water. The monster 
pulls Seth in closer to its face, it groWls at him mockingly. 

Its grip TIGHTENS. An echoing CRUNCHING sound is heard, even over 
Seth's deafening screams of AGONY. It continues to SQUEEZE even 
harder. 

Seth's screams stop and his eyes roll back into his head. He passes 
out quickly, unconscious. 

The thing lifts Seth over his head and DRIVES him into the ground, 
passing first through the water. An EXPLOSION of fluid as he SMACKS 
the waters surface. 

It smashes him again and again. Beneath the water we can actually 
see Seth colliding with the concrete below. 

The creature quickly loses interest in its lifeless playtoy and tosses 
Seth across the area into the concrete wall many feet away. 

His limp body CRASHES into it, SNAPPING relentlessly from the impact. 

After his body falls into the water and sinks to the bottom as the 
creature watches. 

BEAT

Nothing moves, everyone, including the monster, thinks that Seth has 
already met his end. Calm. Silence. 

But suddenly Seth LEAPS from under the water, behind the creature, 
onto his back and wraps his arms around its throat. Its neck 
CRUNCHES as Seth squeezes tighter and tighter, but it quickly reaches 
back with its enormously long arms and pulls him off, hurtling him to 
the water once again in the area immeaditely in front of him. 

Following that it opens its mouth as wide as possible and follows after 
Seth, looking for an easy feed. 

After its head enters the water there is an enormous CRUNCH sound. 
Nothing moves for the next two instants. 

Then the creature seems to suddenly RISE from the water, as if 
levitating from its stomach. 

Once it completely emerges from the water we notice a fist under, 
rather buried into, its stomach. 

It continues to rise higher and higher as Seth makes his way to his 
feet once again. Holding the enormous monster over his head with 
only a single arm. Water floods off of his clothing as he extends his 
knees to his full upright position. His eyes BLAZING WHITE. 

He shifts the weight once, and then again, on his arm and the monster 
that was so devastating before FLIES through the same brick wall that 
Seth went into, like a ragdoll. 

Seth stands for a moment staring at the creature that just threatened 
his life, almost admiring his work, but not in such a cocky manner. 

Seth spins in a half circle to leave and immeaditely he is stopped, nose 
to nose, with Michael, Seth's eyes still blazing white. 

They stare at each other for a moment, finally coming in contact with 
one another. Quickly the white DISSOLVES out of Seth's eyes. His 
knees go limp, and he collapses into Michael's waiting arms, Seth 
holding his ribs moments before he passes out again. 
			
			FADE TO BLACK:

Suddenly, a myriad of images BURST into view, FLASHING with 
incredible light and an awkwardly distorted soundtrack. Images of 
whites and reds blasting through our eyes. 

Seth jumps into plain sight, his arms swinging in ANGER. Hitting, 
punching, for all he's worth. Not seeing the victim but seeing blood 
TRAIL off of his fist after the strike. 

He screams in anger, venting his incredible rage. A woman falls to the 
ground, the same woman he found under his bed earlier. He chases 
down after her, hitting harder and harder, incredibly enough not 
stopping. He leans up, his face distorted with HATE, blood DRIPPING 
from his hands. 
			
			CUT TO:

INT.   RESISTANCE HIDEOUT-SETH'S QUARTERS

All of a sudden we LAUNCH out of the dream, seeing Seth lying in a 
bed not his own. He shoots out of his dream, sitting up hurriedly, 
sweat dripping from his brow. He pants and faces away from the door 
we can see in his room. Open, Michael leaning against the frame. Seth 
speaks out, never once laying eyes on him but somehow knowing of 
his presence. 
		
		SETH
	What am I?
		
		MICHAEL
	Well, that's a very difficult question, seeing as 
	how you already know the answer. 
		
		SETH
	Am I one of them?
		
		MICHAEL
	And just what are THEY, do you think?
		
		SETH
	Killers?
		
		MICHAEL
	Most of them, yes. But not you. 
		
		SETH
	And what about you?
		
		MICHAEL
	Compared to them I'm nothing. Me, and another 
	select few do what we can to stop them. But we 
	can only do so much. That's why we need you.
		
		SETH
	Why me? I'm not strong. Not like them. 
		
		MICHAEL
	Not yet. 
	(Beat)
	A few years ago there was a man, imbued with 
	an incredible force that this planet has never 
	seen, nor will again. He was... A Shadow. He 
	revolted because he realized their deceit and 
	evil. He learned he was playing for the wrong 
	team. He challenged their might and actually 
	won. Now no one knows where he's gone. I 
	spend my life searching for him now. He is our 
	only hope. 
		
		SETH
	Is that what you think I am?
		
		MICHAEL
	That's what I'm trying to find out. 
	(Beat)
	Get your clothes on and come to the roof when 
	you're ready. I don't want to rush you but it's 
	urgent you meet me there, before the day is 
	done. 
		
		SETH
	Why? 
		
		MICHAEL
	It's time you find out who you are. 

Michael leaves, shutting the rot iron door behind him. 
			
			FADE TO:

INT.      ROOF/ CHAPEL-NIGHT

On the roof sits a chapel, covering every square inch of it. The roof 
destroyed, hundreds of rows of chairs missing or toppled. Walls 
removed and crumbled to the ground. More of the sky can be seen 
than the walls that were supposed to protect the people inside from 
it. 

Michael stands on the edge, one foot teetering over the ledge as he 
kneels, looking over, his coat SWAYING in the wind. 

Seth walks through the door, taking in his surroundings instantly. 
Michael turns and faces him. Seth grabs his arms and rubs them, 
steam coming out of his mouth from the extreme cold at this altitude. 
		
		MICHAEL
	Cold?
		
		SETH
	Extremely. 
		
		MICHAEL
	We ARE over two hundred stories up. 

He peers over the edge, clouds are all that can be seen. An incredible 
height not yet known by this world. 

He looks at Seth, still freezing.
		
		SETH
	What are we doing up here?
		
		MICHAEL
	Environment training. 
	(Beat)
	Take off your coat. 
		
		SETH
	What?!
		
		MICHAEL
	Go on, take it off. 
		
		SETH
	I'll freeze to death. 
		
		MICHAEL
	If you don't take it off, then I'LL kill you. 

Seth looks puzzled, bewildered. 
		
		MICHAEL
	There's no use in even trying if you don't trust 
	me. 

Seth stares for a moment, and slips off his coat, now only wearing a 
black tanktop tee. He holds his coat in the air, showing it to Michael, 
somewhat mockingly. 

Seth begins to shake from the cold. Shivering madly. 
		
		MICHAEL
	It's not that cold. 
		
		SETH
	How can you say that? How can you honestly say 
	that you aren't freezing to death right now?

Michael stands firm and stares at Seth for a second. He takes off his 
leather floor length coat and throws it over the edge of the building. 
Still not done he slides his black tanktop tee off and throws it over as 
well. 
		
		MICHAEL
	If we train like this now you will become much 
	more powerful in the long run.  
		
		SETH
	Yeah. Or I'll die first. 
		
		MICHAEL
	If you think you're cold, then you're body thinks 
	you're cold. 
		
		SETH
	What are you talking about?
		
		MICHAEL
	This entire planet holds nothing on you. You are 
	more powerful than it will ever be. All you have to 
	do is overcome your insecurities and disbeliefs 
	about it. If you are what I hope you are then 
	that chill you feel should be nothing but a tickle 
	to you. You just have to find your strength 
	again. 

Seth takes in a deep breath and stands up straight. Uncovers his arms 
and tries not to think about the weather. 

Michael walks up to him, inching in close. 
		
		MICHAEL
	And ditch this. 

He taps with his knuckles against the body armor resting on Seth's 
chest. The metal clangs. 
		
		SETH
	Why?
		
		MICHAEL
	Just do it and you'll see. 

Seth presses the clip on the shoulder strap and it unbuckles. He pulls 
on it, sliding it off his body and holding it in one hand. 
		
		MICHAEL
	Get rid of it. 

Seth tosses it aside. It flies through the air and lands on the concrete 
of the roof. But when it lands something happens unexpectedly. The 
ground beneath it CRUMBLES and CRACKS, SHATTERING from an 
extreme weight that was unanticipated by all. Michael smiles. Seth is 
shocked. 
		
		SETH
	What the Hell?
		
		MICHAEL
	You didn't think that was just for protection did 
	you? As strong and as tough as you were? As 
	you are?
		
		SETH
	What is it for?
		
		MICHAEL
	If you train with that, day and night, eat, sleep, 
	live with that on your shoulders just think of how 
	much stronger you will become. You might not 
	have felt it when you were wearing it but, trust 
	me, you will be much stronger and faster than 
	you ever have imagined. 
		
		SETH
	How much was it?
		
		MICHAEL
	Five hundred. 
		
		SETH
	Pounds?
		
		MICHAEL
	Does that trouble you? Does this news boggle 
	you? Are you even able to comprehend how truly 
	powerful you are? The soldier you were would 
	have had ten times that much on without a 
	thought. And it's because your mind was 
	unaware that made it so simple. You were 
	completely oblivious to its weight until I showed 
	you what it really was. Five minutes ago you 
	were shivering so bad I could feel the roof 
	shaking. And now you barely seem to notice it. 
	Your mind is your greatest weapon here. Not 
	your body. 
	(Beat)
	Now let me tell you about your powers. 
			
			CUT TO:

INT.    SHADOW HQ-SENATE HOUSE

Another meeting of the Council. 
		
		SENATOR KEANE
	Where is Seth now?
		
		INFORMANT
	No one seems to know, Senator. 
		
		SENATOR KEANE
	How is it that the greatest threat to our race 
	can't even be found on our own planet?
		
		SHADOW
	He has fallen off our scanners. Perhaps he has 
	gone under the city. 
		
		SHADOW IN CROWD
	Why are you after him to begin with?
		
		STEPHEN
	He killed two of my best elite. And left their 
	corpses to rot in a roach motel. 
		
		SHADOW IN CROWD 2
	What was their reason for attacking?
		
		STEPHEN
	Seth is unloyal to his own blood. He must be 
	eliminated. 
		
		SHADOW IN CROWD 2
	What's happened to him? Why hasn't he 
	attacked us himself?
		
		SENATOR KEANE
	The sudden loss of his strength and will is still 
	under investigation at the moment. We suspect 
	the illness fell upon him during the fight at the 
	hotel. 
		
		STEPHEN
	It doesn't matter how or why he has lost his 
	powers. What is important is that they are 
	indeed gone. The time to strike him and kill him is 
	now! If the creature we dispatched to retrieve 
	him is any indication his powers are slowly 
	coming back to him. We must not let him reach 
	his full potential again. Or risk the destruction of 
	our race. Now what are you all waiting for? Go 
	out there and find him at once!

The crowd scatters in a mad rush, quickly emptying. When it is clear 
the senator approaches Stephen. 
		
		SENATOR KEANE
	His powers are growing more hastily than we 
	anticipated. 
		
		STEPHEN
	Hmm, I know. I must find him and kill him soon. 
	Before his memories start to come back.  
		
		SENATOR KEANE
	And what if they come back completely?
		
		STEPHEN
	I plucked his memory core myself. There is no 
	way that they will ever come back completely. 
		
		SENATOR KEANE
	What if they do?
		
		STEPHEN
	They won't!
		
		SENATOR KEANE
	And the real reason for their attack?
		
		STEPHEN
	He threatened to reveal our plot to the public. 
		
		SENATOR KEANE
	And what do we do in the meantime?
		
		STEPHEN
	Deploy Flinn for immediate retrieval, now. 
		
		SENATOR KEANE
	And what if Flinn fails?
		
		STEPHEN
	Then I will go after him myself. 
		
		SENATOR KEANE
	And if you fail?

Stephen passes an eye to the Senator. 
		
		STEPHEN
	If I fail? And where did I give you any implication 
	that he was or ever will be as powerful as I am?!
		
		SENATOR KEANE
	It's just that all the warriors we have sent out so 
	far have failed miserably. They say he has 
	become even stronger than before. 
		
		STEPHEN
	They are a bunch of weak, pathetic, low class, 
	fools who do not know their mothers teat from 
	my fist. 
		
		SENATOR KEANE
	I see. 
		
		STEPHEN
	I will deal with him because I am the strongest 
	warrior this universe has ever seen. 
	(Beat)
	Senator could you come closer for a moment?

Of course he obeys. 

Stephen thrusts his palm onto the forehead of the Senator. We can 
hear the faint sound of electricity coursing from somewhere. A look of 
pain comes across the face of the Senator, who falls to his knees in 
front of Stephen. 
		
		STEPHEN
	The next time that you see Seth  tell him what it 
	feels like when I scramble the electrical impulses 
	inside of his brain. Sending a shock through 
	every pitiful, soft, weak cell of brain tissue when 
	they collide together like lightning. 

His head begins to shake violently, smoke coming subtly from his ears. 
		
		STEPHEN
	Tell him how it feels when you can smell you're 
	own living tissue searing from the heat, melting 
	down inside your skull. Getting hotter and hotter 
	and hotter until - 

Something pops. 
		
		STEPHEN
	Well. I guess I'll just have to tell him myself. 

He lets go of his head and his limp body falls to the floor. 
		
		STEPHEN
	I'm running this show now. 
			
			CUT TO:

INT.   ROOF/CHAPEL-NIGHT

Starting where they left off. 
		
		SETH
	Powers?
		
		MICHAEL
	You've experienced them yourself before. A 
	sudden surge of power, an incredible feat you 
	know you did but can't remember when it was 
	over. 
		
		SETH
	How?
		
		MICHAEL
	It's all controlled by energy. And not just these 
	special abilities of yours, ones that make you a 
	cut above any normal human, no, energy controls 
	everything. The sun, the moon, the entire planet 
	is filled with energy. Every single lifeform has it 
	and so do you. But it's all about controlling that 
	energy. Using it to your advantage. 
		
		SETH
	Show me. 
		
		MICHAEL
	Now you're just getting ahead of yourself. 
	(beat)
	Everything I teach you in this church will be basic. 
	Every incredible thing you could do before I will 
	leave up to you to teach yourself. But when the 
	time comes you had better be prepared. 
		
		SETH
	What gives you the implication that I am what 
	you say I am?
		
		MICHAEL
	You have to be. There is no one left. No more 
	time to search. No more time to prepare. There 
	have been many reports that the Shadows are 
	up to something. Something big. You are our last 
	hope. 
		
		SETH
	Then we better get to work. 
		
		MICHAEL
	Right. Now I told you everything is about energy. 
	Controlled by it. But the key, the thing that sets 
	us apart, is harnessing that energy. 
		
		SETH
	But how is it even possible?
		
		MICHAEL
	It is far too technical to explain now. I myself 
	barely know the specifics. 
		
		SETH
	Well, then, how do I do it?
		
		MICHAEL
	Clench your fist. 
		
		SETH
	What?
		
		MICHAEL
	Just do it. 

He does. 
		
		MICHAEL
	You feel that?
		
		SETH
	What?
		
		MICHAEL
	That feeling inside your arm. Like goosebumps in 
	your bloodstream. Like a tickle in your skin. 
		
		SETH
	A little. 
		
		MICHAEL
	Up until now you've been using your abilities as a 
	defense. Deploying them out of reflex. Your body 
	is still in defense mode. That tickle you feel is 
	your powers emerging as part of that defense. It 
	just seems to build up during a battle. It's almost 
	like adrenaline. But you can control it, it just 
	takes practice. 
		
		SETH
	But I have all the practice I'll ever need, right? I 
	mean, if I'm this guy you say I am. 
		
		MICHAEL
	Absolutely correct. You're beginning to 
	understand. 
	(Beat)
	Now we have to test it. 
		
		SETH
	Alright alright. Hold on a sec teach. 
		
		MICHAEL
	You're first challenge will be to beat me in a 
	fight. 
		
		SETH
	What?
		
		MICHAEL
	You better get your guard up.
		
		SETH
	Wait, Michael. I don't think that this is such a 
	good id- 

Suddenly Michael jumps after him, rushing at him with a flurry of 
punches. 

Michael, of course, dominates the fight from the early goings. Seth 
constantly finds himself taking steps backward and through this 
section of the fight can only muster blocks of Michaels punches and no 
offense. 

But, easily enough, Michael lands a kick to Seth's thigh and he falls to 
his knees. 
		
		MICHAEL
	The energy your body takes in is like the food 
	you eat to give you life. This energy makes you 
	faster, makes your muscles stronger, and makes 
	your mind sharper. The more you have of it, the 
	more powerful you are. 
		
		SETH
	How do I get it?
		
		MICHAEL
	It's what enters your lungs when you take a 
	breath. It's what courses through you when you 
	eat a food made of nature. What your heart 
	pumps, and what your brain thinks. It's all 
	around you. It's everywhere. I can't tell you how 
	to get a hold on this energy, that part, like 
	others, will be left up to you. 
	(Beat)
	Now you still have yet to beat me. 

Seth HOPS from on his knees directly into a standing position and for 
the first time begins an offensive attack on Michael. A few punches 
aimed for the head and kicks aimed low, but nothing connects as 
Michael gingerly blocks and dodges every blow. 

Michael throws a punch to the ribs and Seth goes down again. 
		
		MICHAEL
	Come on, find your energy. It courses through 
	your blood. I know you must feel it already, 
	pumping down from inside of you like some new 
	kind of blood coming from your heart. Now push 
	it out and fucking hit me in the face as hard as 
	you can.  

Seth rolls forward, his leg extended in the end. Michael catches it 
simply and throws it upwards. Seth flips end over end, landing on his 
feet with ease. 

He attacks Michael again, throwing punches and kicks, slightly faster 
than before. Michael having just a little trouble blocking the blows. 

Now Michael on the offensive, but Seth does his job and blocks his 
onslaught now. They stalemate and pause. 
		
		MICHAEL
	Good. But you're still not there. I can sense your 
	energy but you still haven't been able to release 
	it fully. Maybe a little danger will do the trick. 
		
		SETH
	What?

Michael rushes at Seth, hard. Blasting punches and kicks, each with 
incredible force behind them. 

SLOW MO

Michael swings his arm in a furious punch. Seth crosses his arms at the 
forearm and blocks the punch with the spot where the two meet. 

BACK TO SCENE

Seth is rocked back slightly, his feet SLIDING on the dusty concrete. 
The building shakes subtly. The remaining traces of the blow can now 
be seen in the dust. BILLOWING backwards behind Seth, they travel 
still, undaunted, along the ground of the roof, as if the wind were 
blowing, caused by the sheer power of their blows. 

Michael throws a kick at Seth's side who narrowly blocks it with his 
arm. The same force can be seen in the dust. It travels farther and 
strikes a wall in the distance a few feet away. It crumbles from the 
mere shockwave.

A few more punches and kicks, each blocked by Seth. 

We can spot Michael take in an extra breath, as if stalling. 

Then out of nowhere comes Seth in a rage. The same incredibly 
powerful blows coming at Michael. The same shockwave of force 
trailing behind him after the blow is struck. Only now somehow, even 
more powerful and even faster than Michael's. 

They get faster still. Seth lands a powerful kick to Michaels leg. It 
buckles at the knee throwing him off balance. He swings around with 
his other leg, aiming for the face. 

ANGLE

Michaels eyes narrow. Seth's foot stops just an inch from his face. 

His entire leg then seems to be out of his control. Seth takes two 
steps back and his leg is placed down strangely by some strange 
unseen telekinetic force. 

Michael stands up, sweating. 
		
		SETH
	I'm sorry. I guess I got carried away a little. My 
	emotions got away from me there for a sec. 
		
		MICHAEL
	Why are you apologizing? You did exactly what I 
	asked you. You embraced you're emotions, 
	thereby embracing the energy in your heart. I 
	know now that that's where yours is stored. 
	Most people's are stored in their bodies but not 
	yours. Yours seems much more potent this way. 
		
		SETH
	I don't understand. 
		
		MICHAEL
	Well, neither do I really. 
	(Beat)
	Now, come on. Let's take a break. I'll take you to 
	meet the rest of us. 
		
		SETH
	The rest of who?
		
		MICHAEL
	The resistance. 
			
			CUT TO:

INT.    RESISTANCE HIDEOUT

Michael pulling up the metal cellar-like door, leading to his hideout. The 
hinges ROAR with rust and it SLAMS against the wall to rest. Michael 
walks down the steep steps followed shortly by Seth. 

Inside there is one large room that branches out into several small 
bedrooms. The hideout is incredibly old and worn, yet, lined with 
remnants of incredible new technology, also very worn throughout the 
times. 

There are a few new faces hanging about, men and women alike. 
		
		MICHAEL
	Seth, these are the few others that join in the 
	cause to fight the Shadows that I was telling you 
	about earlier. A band of humans that have 
	survived time and the Shadows' destruction of it. 
	A group we simply call The Resistance. 

Seth looks around and nods at them. 

Michael points to a dark haired man, who must pull himself away from 
the computer screen to greet Seth. 
		
		MICHAEL
	That is PETE. Also commonly known around these 
	parts as the computer whiz, for obvious 
	reasons. 

Seth greets with a nod. 

Michael now turns his attention to a younger, more athletic, blonde 
man. 
		
		MICHAEL
	Over there is WILLIAM. Not quite the geek, not 
	quite the jock. 
		
		WILL
	Call me Will. 

Michael points now to a young brunette. 
		
		MICHAEL
	Over there's KELLIE. 
		
		KELLIE
	Hiya. 

Another middle aged, dark haired, man. 
		
		MICHAEL
	There's THOMAS. Tom as the natives call him. 

A beautiful blonde woman. 
		
		MICHAEL
	And last but not least, LISA. 

Seth and Lisa exchange a strange glance at each other, somewhat 
eyeing one another. As if, somehow, they have already met. Lisa 
lowers her head trying not to look. 
		
		MICHAEL
	Oh, and I believe you've already met Chad. 

Chad walks down the steps behind them. 
		
		MICHAEL
	He's sort of our undercover man. Doing 
	reconnaissance for us since the enemy knows 
	most of us. 
		
		CHAD
	Sorry about tryin' to labotimize you back there. 
		
		SETH
	No harm done. 
		
		MICHAEL
	Now that you know the crew, let me show you 
	the ship, so to speak. 
			
			CUT TO:

INT.    TRAINING ROOM

A wide open area with an incredible arch for a doorway. The inside 
more closely resembles the outside world, as it was. 

A lush garden filling the room, lining the walls, decorating the floor. But 
still leaving an incredible space to fight in. 
		
		MICHAEL
	This, Seth, is our training room. Just about 
	anything can be done in this room. It's wired 
	down to the core with the best technology. If you 
	need a sparring partner, turn on the hologram. If 
	you want to work out digitize some half ton 
	weights over there. I hope this room is to your 
	liking since you will be spending quite a bit of 
	time here. 

Seth looks around still amazed. 

The scenery that is the garden TWITCHES, a glitch passing through the 
system. Even the garden is a spawn of the technology. 
		
		SETH
	It even smells real. But it's not?
		
		MICHAEL
	Real enough. 
	(beat)
	Pluck one. 

Seth looks bewildered, not believing that it's even possible to do so. 

He cautiously walks over to one of the flowers and reaches out for it 
with his hand. To his astonishment he actually clutches the rose in his 
hand. 

He plucks it from its roots and puts it up to his nose, smelling it. 

He looks back up to Michael, smiling a little bit. 

Suddenly, the rose jumps to life, its red petals spawning teeth and lips 
in an instant and biting down onto Seth's hand before he even 
realizes. 

He drops it and it wilts away into nothingness. 
		
		SETH
	That damn thing bit me. 
		
		MICHAEL
	A key rule to remember here is that nothing here 
	is as it seems. Trust nothing. Not even your 
	instincts. They can be manipulated here just like 
	anything else. 
		
		SETH
	And what about you?
		
		MICHAEL
	What about me?
		
		SETH
	Can you be trusted?
		
		MICHAEL
	Every man is entitled his own opinion. 
		
		SETH
	What is that supposed to mean?
		
		MICHAEL
	Trust is in the eye of the beholder.  
		
		SETH
	And if I don't?
		
		MICHAEL
	Don't what?
		
		SETH
	Trust you.
		
		MICHAEL
	Well then you'll die. Very hastily. 
		
		SETH
	Well then I guess I trust you. 
		
		MICHAEL
	A wise decision indeed. 
		
		SETH
	What's next on the agenda?
		
		MICHAEL
	Sleep. It's been a long day. We can finish up 
	tomorrow. Come on. I'll show you to your room. 
			
			CUT TO:

INT.    SETH'S ROOM

The door swinging open, squeaking madly as every other door here 
does. 

The same room he awoke to earlier. 
		
		MICHAEL
	Now get some rest. Tomorrow's going to be 
	another long day. 
			
			CUT TO:

INT.    RESISTANCE HIDEOUT-MAIN AREA

Michael sitting down next to a metal table sipping coffee with Lisa.

Seth steps in through his door in the middle of their conversation, 
unbeknownst to them. 
		
		LISA
	But how do you know it's him?
		
		MICHAEL
	I just know. 
		
		LISA
	How can you be so sure?
		
		MICHAEL
	You have to trust me. You don't know the things 
	I've seen him do. 
		
		LISA
	That's exactly the same thing you said to me last 
	time. 
		
		MICHAEL
	I'm positive it's him. 
		
		LISA
	You said that too. 
		
		MICHAEL
	This isn't last time Lis. I just- 
		
		SETH
	Last time?

They both turn their attention to the door, somewhat embarrassed 
they didn't see that he was there, eavesdropping. 
		
		MICHAEL
	Oh, Seth. I didn't hear you come in. 
		
		SETH
	What last time?
		
		MICHAEL
	Oh... Come with me, Seth. There is something 
	now we need to discuss. 
			
			CUT TO:

INT.    ROOF/CHAPEL-NIGHT

Michael and Seth sitting on one of the church benches, facing each 
other. 
		
		MICHAEL
	Long ago I believed that I had found you. That I 
	found the person that would lead our world back 
	to freedom.
		
		SETH
	What happened?
		
		MICHAEL
	I sent him into battle, thinking he would win with 
	ease. Instead, when he entered the fight, he 
	was killed, killed mercilessly. 
		
		SETH
	How could you not tell me this?
		
		MICHAEL
	Seth, believe me I wanted to. But this 
	information comes at great risk. I had to be sure 
	you were willing to be a part of this, otherwise, I 
	feared it would frighten you away. 
		
		SETH
	Of course it would frighten me away. You're 
	training me to do the exact same thing as the 
	last guy. What if I'm not him? What if you send 
	me in there to fight and they tear me apart? 
	What then?
		
		MICHAEL
	There is no way to make you believe me but you 
	are him. 
		
		SETH
	How do you know?
		
		MICHAEL
	Faith. You really are Earth's last dying hope. 
	There is no one left to take your place. If you 
	can't do this no one will. The world will be 
	destroyed. 
		
		SETH
	That's what you're placing my life in? Faith? Faith 
	in what?
		
		MICHAEL
	Your life and the life of the entire planet is in 
	fate's hands now. If I have chosen wisely then 
	you are who I think you are. If I chose poorly 
	then we are all doomed. 
		
		SETH
	To hell with fate. My destiny is in my own hands. 
	I'm the one that has to fight. I'm the one that 
	has to win. And if you can't have faith in me, then 
	to hell with you too. 

Seth quickly leaves. 

Michael, still alone. 
		
		MICHAEL
	At last, one of them has understood. 
			
			CUT TO:

INT.    RESISTANCE HIDEOUT-MAIN AREA

Seth comes in from the staircase and goes to his room. 

INT.    RESISTANCE HIDEOUT-SETH'S ROOM

He goes in and bangs his open hand on the steel wall. It cracks. 

Seth sits on the edge of the bed with his head in his hands, taking 
everything in. 

Lisa strolls in and leans against the doorway. 
		
		LISA
	So I take it he told you. 
		
		SETH
	Huh? Oh, yeah. Yeah he did. Told me everything. 

Lisa sits next to Seth on the bed. 
		
		LISA
	It's always difficult to know your fate before it 
	happens. 
		
		SETH
	He tell you the same thing?
		
		LISA
	Me? No. He never suspected me to be the one he 
	sought after so relentlessly. 
		
		SETH
	Then why are you still here?
		
		LISA
	I didn't like my fate being in someone else's 
	hands either. 

He glares into her eyes, getting the feeling of having known her before 
again. 
		
		SETH
	You know, what is it about you that makes me 
	think of - 

Suddenly a screeching noise pierces Seth's skull. He clutches his head 
in pain. He rolls off the bed still clutching his cranium. 
		
		LISA
	Seth! Seth, what is it?
		
		SETH
	...Remembering...
		
		LISA
	What? What are you talking abo- Michael!

Michael suddenly bolts through the door at the top of the staircase. 

Seth's pain leaves him as he comes running down the stairs. 

He releases the vice from his head just as Michael is about to enter 
the room. 

As soon as he walks past the archway to the room Seth jumps back to 
a full upright position, standing nose to nose with Michael. 
		
		MICHAEL
	What is it?
		
		SETH
	I've remembered. 
			
			CUT TO:

INT.    TRAINING ROOM
		
		MICHAEL
	Remembered what?
		
		SETH
	My training. 
		
		MICHAEL
	Well, it's a wonder you had time to forget it. I 
	just taught it to you - 
		
		SETH
	No. Not from you. The first time.
		
		MICHAEL
	The first time?
		
		SETH
	My Shadow training. 
		
		MICHAEL
	Ohh. What have you remembered?
		
		SETH
	Stage one. 
		
		MICHAEL
	What is stage one?
		
		SETH
	Controlling the energy. 
		
		MICHAEL
	This provokes a demonstration. 
		
		SETH
	If you say so. 

Seth stands up firm, straight as a board, his back arching slightly. 

Suddenly, the wind in the room seems to pick up. Strange since there 
are no windows. The wind flowing in a spiral, around Seth. 

All of a sudden he ERUPTS in energy. It flows off of his entire being like 
heat, like waves. 

The flowers and plants around him billow backwards from the intense 
energy coming out of Seth. A few are uprooted and fly against the 
wall. 

Then his hands suddenly seem to glow, the only word to explain it. 
		
		MICHAEL
	Impressive. But enough of the light show. Let's 
	see what you can really do now that you've 
	harnessed your power. 

They each say nothing more, but stand firm instead. Positioning their 
bodies into their fighting stances. 
		
		MICHAEL
	Go!

They each in the same instant DART forward with incredible speed. 
Now neither of them holding back. 

They each throw a punch with their right arm. They collide in the 
center, their arms outstretched, muscles bulging like never before. 

They fold their arms, coming in close to one another, staring each 
other down. The white returned to Seth's eyes. The intensity in 
Michael's. 

They push off, somersaulting backwards. 

They give each other a look as if impressed by each other. 

They rush at each other again, this time meeting with a fury of fists 
and kicks. 

They each, through their own unique styles, out-do one another, 
blocking and kicking and punching and missing, in an intense dance. 

Seth oversteps and flares by Michael's head with a punch, but not 
connecting. Michael sees it and easily lands a kick to his abdomen. 

Seth stunned, Michael spins around and kicks him in the back of the 
head. 

Seth's face HURLS towards the ground. He catches himself at the last 
possible moment using his hands to brace himself. His legs still having 
the momentum swing to a point above his head. He uses this and, 
pushing himself up with his arms, flips forward onto his feet, and spins 
to face Michael, waiting. 

They rush at each other again. 

Seth takes a sharp turn away from Michael, taking one step and 
leaping onto a wall nearby, spinning his body and trying to land a high 
roundhouse kick on Michael's head. 

But he narrowly ducks it and lands a straight kick into the gut of Seth. 
He is floored backwards, landing in the plants. 

Seth kicks his legs up and somersaulting once, landing on his feet after 
executing the martial arts technique with an extra flip.

His hands glow bright as he charges Michael again. 

He punches. Michael ducks. Seth goes for the gut. Michael sidesteps. 
Seth kicks straight ahead of him. Michael catches it in his hands and 
spins it, Seth now facing away on one foot. He rolls forward out of the 
hold. 

Seth angers. Charging Michael, now showing incredible speed, even 
more so than before. 

Suddenly coming at him with a FLURRY of kicks never before seen. His 
leg blurring with the haste. 

Michael doing everything within his power to block the kicks with his 
hands. A look of astonishment on his face. Suddenly a boot finds its 
way to his face. He flies back, amidst the flowers. 

He sits up, blood trickling from his lips. 

He gets to his feet, wiping the blood from his lips. He stands calmly at 
first, then erupts in the same power as Seth. 

Now Michael charges Seth. Throwing punches and kicks with a fury 
greater than seen from him before. Trying to land contact with 
incredible speed, just narrowly blocked by Seth. 

ANGLE-Michael's face. The white fading into his own eyes. The fury 
becomes even greater. His kicks and punches starting to make 
contact, even though of Seth's desperate attempts to block. 

A punch flies across Seth's jaw, he spins a quarter turn. Mike kicks low, 
kicking out the legs from Seth. SLOW MO. Seth in the air, falling. An 
elbow comes down on his chest, speeding his descent. Before he hits 
the ground a kick buries into his back, throwing him back into the air, 
about twenty feet. Blood coming from his mouth. 

Mike leaps up impossibly, spinning in the air, an amazing roundhouse 
kick to the face of Seth. 

He FLIES out of view, crashing into the wall, destroying it. On the 
ground. Nearing unconscioussness, the energy fades away. 

Michael coming back down to the ground, the energy leaves him as 
well.
		
		MICHAEL
	You've learned much Seth. But it wasn't good 
	enough. 

He goes over to where Seth's broken body lies. He picks him up and 
throws his over his shoulder. 

He walks out of the room. Lisa, leaning against the doorway, having 
watched the fight. 
		
		LISA
	Is killing him part of his training?
		
		MICHAEL
	I had to show him. 
		
		LISA
	Show him what?

He continues to walk without ever answering. 
			
			CUT TO:

INT.    SETH'S ROOM

Michael throws down Seth's limp body face first onto his bed. 
		
		MICHAEL
	He'll be fine in the morning. 
		
		LISA
	Let's hope. 
			
			CUT TO:

INT.     COMPUTER ROOM-NIGHT

The room is circular with one large flat screen on the wall, conforming 
to its curves. 

Pete is sitting down in the beat up old chair in front of it, watching 
some kind of surveillance video. 

Lisa walks in behind him, almost unnoticed. 
		
		LISA(O.S.)
	What is it?
		
		PETE
	Shadows. They're up to somethin'. I just know it. 
		
		LISA
	That him?
		
		PETE
	Yup. Man in charge himself. You don't seem him 
	too often. 
		
		LISA
	Yeah. Not unless something bad's about to 
	happen. 
		
		PETE
	My thoughts exactly. 
		
		LISA
	What are they saying?
		
		PETE
	Who knows. Audio's been out for a week. 
		
		LISA
	What broke it?
		
		PETE
	Oh it's not broken. Whatever's wrong with it it's 
	their doing. They're sayin' somethin' they don't 
	want us to hear. 
		
		LISA
	So you can't fix it then?
		
		PETE
	Well it's not that I can't, it's just too dangerous. 
		
		LISA
	Too dangerous?
		
		PETE
	Yeah. I know that the problem with the audio is 
	on their end. But there ain't no way anyone's 
	going to get me down there to try and fix it. 
		
		LISA
	Right. 
		
		PETE
	I'm trying to bypass it through the old security 
	cameras in the building. But who knows if those 
	are any better. 
		
		LISA
	They were probably taken out with the first 
	wave. 
		
		PETE
	Right. 

Lisa stays looking over his shoulder, staring at the two Shadows on 
the monitor talk. 
		
		PETE
	Look, this is gonna take a while. Maybe you 
	should go get some rest. 
		
		LISA
	Alright, I can see when I'm not wanted. 
		
		PETE
	Sorry, but I need to concentrate. 
		
		LISA
	I understand. 'Night. 
		
		PETE
	G'Night. 

Will jumps in to the room. 
		
		WILL
	That went well. 
		
		PETE
	Shut up. 
			
			CUT TO:

INT.     RESISTANCE HIDEOUT-MESS HALL

Will, Kellie, Pete, and Tom, along with Michael sit down to eat. 
		
		TOM
	So Michael, I heard about your slug fest with the 
	kid. 
		
		MICHAEL
	And how did you come by this knowledge?
		
		TOM
	I heard it through the grapevine. 
		
		MICHAEL
	I guess I'll be getting wine from Lisa from now on 
	then. 
		
		KELLIE
	What happened? 
		
		MICHAEL
	He had learned so much so drastically from that 
	one memory. But I still had to teach him there 
	was more to learn. 
		
		PETE
	You didn't have to kick his ass. 
		
		WILL
	Yeah he did. If the kid thought he was already 
	better than the best then there would be no 
	more drive for him to learn. 
		
		MICHAEL
	Exactly. And if he did that, he would die very 
	quickly. 
	(beat)
	Now if you'll all excuse me, I am very tired. 
			
			CUT TO:

INT.    RESISTANCE HIDEOUT-MICHAELS ROOM

Michael sitting on the edge of his bed, struggling to re-align his jaw. 

He lifts up his shirt at the side and notices for the first time an 
enormous and hideous bruise around the ribs. He touches it with his 
free hand and squints from the pain. 

Lisa chiming in, unnoticed.
		
		LISA
	They're broken aren't they?
		
		MICHAEL
	Five of them. 
		
		LISA
	What happened back there?
		
		MICHAEL
	(sigh)
	I got carried away I guess. Honestly, I didn't 
	expect that power. That first punch he landed, I 
	don't know how I kept from being knocked out. 
		
		LISA
	That doesn't explain why you went nuts. 
		
		MICHAEL
	You don't know how close he came to beating 
	me. I had to give it my all. I had to win that fight. 
		
		LISA
	Why? Why did you have to win? Why couldn't 
	you let him have his moment?
		
		MICHAEL
	I have to keep the drive in him. If he thinks he 
	knows it all already... He has to learn much more 
	before he has a chance against them. 
	(beat)
	Now if you'll excuse me, I really am very tired. 
		
		LISA
	Sleep well. 

He plops down onto his bed and a jump of pain exits his mouth as he 
lands on his broken ribs. He rolls over to the other side. 
			
			CUT TO:

INT.     SETH'S ROOM

Seth is still sprawled out onto the bed face down, with Lisa sitting in a 
chair very quietly against the wall adjacent to the door, watching him. 

Seth suddenly sparks life, rolling over to his back, groaning as he 
does. 
		
		LISA
	I hope you're all right Seth. You have to be. 
	Because if you're not... 
	(Beat)
	Get well soon kid. 

She leaves and shuts the rot iron door. Seth shifts in his bed again.
			
			CUT TO:

INT.     RESISTANCE HIDEOUT-MORNING-STILL DARK-MESS HALL
		
		PETE
	So how's the kid doin'?
		
		LISA
	Hard to say really. 
		
		WILL
	He's been asleep for days. 
		
		KELLIE
	What? You mean he hasn't woken up yet? Well is 
	he alright? Is he even alive?
		
		MICHAEL (O.S.)
	Yes, he's fine. 
		
		TOM
	How is he?
		
		MICHAEL
	Well, he's pretty banged up. 
		
		LISA
	Concussion. 3 broken ribs. Strained back. Bruised 
	ego. 
		
		PETE
	You sure seem to be spending a lot of time with 
	him. 
		
		LISA
	Just watching out for one of our own. You would 
	do good to follow my example once in a while. 
		
		PETE
	If I were doing what you were doing people 
	would start to talk.
		
		LISA
	What is that supposed to mean?
		
		PETE
	I see how you look at him. I see how you are 
	around him. 
		
		LISA
	I don't think I want to talk about this anymore-
		
		PETE
	No, come on, spill the beans here. We wanna 
	know. 
		
		LISA
	I don't-
		
		PETE
	Come on-
		
		MICHAEL
	Shut up. Both of you. We do not need to be 
	fighting with one another. Not now. 
		
		TOM
	Well Michael, he did a pretty good number on you 
	back there too. 
		
		KELLIE
	How quickly do you think he'll be back?
		
		MICHAEL
	That's hard to say. He was pretty- 
		
		SETH (O.S.)
	Sooner than you think. 

Seth walks in to their conversation, holding his ribs. 
			
			DISSOLVE TO:

INT.     REJUVENATION ROOM

Michael is leading Seth, still limping, to the as yet unexplored room. 

The room is dark, with all kinds of wires and cables cluttering the floor, 
so many they have become the floor, and a single large oval shaped 
pod sits in the center of the room. 
		
		MICHAEL
	This is our rejuvenation chamber. 
		
		SETH
	Rejuvenation?
		
		MICHAEL
	The injuries you sustained in our battle will never 
	completely heal on their own accord, and 
	especially not in the time given to us. That's what 
	this is for. 

Michael motions to the pod in the center. 
		
		SETH
	What is it?
		
		MICHAEL
	This is our one and only life pod. Able to 
	rejuventate and invigorate all those who step 
	inside from any ailment in mere hours. This is 
	where you will be spending the next day. I'm not 
	certain if that will completely heal you, but it is all 
	the spare time we have. 

Michael presses a button on the machine and the oval shaped clear 
door opens, a thick strange fluid spilling out. 
		
		SETH
	What is that?
		
		MICHAEL
	The chamber is filled with Shadow DNA. The heart 
	of its healing capabilities lies in your own blood. 
	We are merely heightening that ability. 
		
		SETH
	Then this only works for me?
		
		MICHAEL
	That's correct. Now get inside, time is still of the 
	essence here. 

Seth nods and walks towards the machine. 

He steps inside and Michael places a breathing apparatus over his 
mouth to help him breathe under the fluid. 

The chamber fills with the strange liquid as Seth watches on. 

SETH'S POV

Looking at Michael, who can only stare back in wonderment. 

BACK TO SCENE
			
			DISSOLVE TO:

INT.     COMPUTER ROOM

Pete still working on the audio for the cameras.

Tom, Will, and Kellie enter. 
		
		TOM
	How's it comin' Petey?
		
		PETE
	If it's coming at all. 
		
		WILL
	Ah. 
		
		KELLIE
	So how long you been at it?
		
		PETE
	Going on seven hours. 
		
		WILL
	Youch. 
		
		PETE
	Yeah. No kiddin'. 
		
		TOM
	Anything working yet?
		
		PETE
	I got the audio working on a couple of the old 
	surveillance cameras but not any of the 
	important ones. I got bathroom, roof, and 
	basement hallway. 
		
		KELLIE
	All the best ones. 
		
		PETE
	It doesn't matter. They're so deteriorated I can't 
	understand anything anyway. 
		
		WILL
	Great.
		
		PETE
	How's the kid doin'?
		
		TOM
	He's still in there. I wonder what it's like in that 
	thing. 
		
		KELLIE
	I sure as Hell don't. Claustrophobic. 
		
		WILL
	When's he getting out?
		
		MICHAEL(O.S.)
	Right now. 

They all look to the back of the room and find Michael staring back at 
them. 
		
		MICHAEL(CONT'D)
	Will, Tom, come on. We don't know what he's 
	going to be like once he gets out of that thing. 
	You may need to carry him. 
		
		WILL
	I thought you had all the kinks worked out. 
		
		TOM
	Yeah. In VR.
		
		WILL
	Alright then. Lead the way. 
			
			CUT TO:

INT.     REJUVENATION ROOM

Michael presses the release button and the door opens just as it did 
before. 

The liquid spills out of it onto the drains in the floor, and Seth falls out, 
exhausted. 

He chokes and coughs as the breathing mask comes off and he 
reenters the world. Being born again. 

Will and Tom pick him up, one holding each arm, and drag him away. 
			
			DISSOLVE TO:

INT.     TRAINING ROOM

Everyone else is asleep so they must whisper. 

Lisa is typing sentences hastily into a wall mounted computer screen 
that seems to come out of the wall. 
		
		SETH
	What are you doing?

She jumps a little bit, but does her best to play it off. 
		
		LISA
	Jesus, kid. You scared me. You know, you really 
	shouldn't sneak up on people like that. You could 
	get hurt. 

He looks at the screen, seeing how hastily she is typing. 
		
		SETH
	Sorry. 
		
		LISA
	So how was it?
		
		SETH
	What?
		
		LISA
	The pod thing. No one else has ever been in it.
		
		SETH
	It was strange. I could feel that stuff all around 
	me. It was like it was alive. I could feel it just 
	picking at my wounds, healing them. And even 
	though I was exhausted I felt more powerful 
	somehow. Like I was born again.  

She stares back at him, wanting more. 
		
		SETH(CONT'D)
	What are you working on?
		
		LISA
	Training room program. You two fucked it up 
	pretty bad with your little scuffle earlier. 
		
		SETH
	Sorry 'bout that. 
		
		LISA
	I may have to re-design the entire program. 
	What would you think to a beach program?
		
		SETH
	I hate the beach. 
		
		LISA
	I know. 
		
		SETH
	What?
		
		LISA
	Nothing. 
		
		SETH
	I wouldn't exactly call what we did a scuffle 
	though. 

Seth holds his ribs. 
		
		LISA
	No kidding. 
	(beat)
	So how are you holding up?
		
		SETH
	Well, my back and chest are both pretty sore, but 
	my neck is what's really- 
		
		LISA
	I mean with all this. With what you're going 
	through. Learning the truth. 
		
		SETH
	I don't know. I-It makes me miss the life I never 
	had. 
		
		LISA
	It's not too late. 
		
		SETH
	For what?
		
		LISA
	The life you never had. The life you always 
	wanted. 
		
		SETH
	What is it you want?
		
		LISA
	I want...
		
		SETH
	Yeah?
		
		LISA
	The life I had made for myself. My family. 
		
		SETH
	What happened to them?
		
		LISA
	They were ... lost. Before the war. 
		
		SETH
	Lost?
		
		LISA
	I'm exhausted, I think I'll go to bed.

She turns and he watches her leave. 

He turns his attention to the screen. 

Two push-screen buttons are displayed. BEACH PROGRAM and GARDEN 
PROGRAM. 

Seth reaches up and clicks the button for BEACH. 

The room behind him morphs and transforms into a beautiful beach, 
with lush roaring waves. 

He walks away with a hint of a smile on his face. 
			
			CUT TO:

INT.     SETH'S ROOM

Seth crashed out in his bed again. Not necessarily asleep this time, 
only resting. Coaxing his wounds. 

Michael bursts in without knocking. 
		
		MICHAEL
	I know you're not asleep, so get up. We're going 
	back to the roof while the training program is 
	being repaired. You're training is yet to be 
	completed. 

Michael leaves without waiting for an answer, shutting the rot iron 
door behind him. 

Seth's eyes pop open as he does so. 
			
			CUT TO:

INT.     ROOF/CHAPEL-NIGHT

Michael and Seth engaged in their training again. Not fighting, talking; 
teaching; learning. 
		
		MICHAEL
	All you have to do is remember to visualize what 
	it is you're trying to do. Find that tickle, that 
	power in your body and push it out in a surge. 

Michael picks up a bottle off of the ground. 
		
		MICHAEL
	Here. We'll use this. Now go!

He throws it into the air. 

Seth's eyes light up again. He THROWS out his arm and an open hand 
and a beautiful trail of light can be seen trailing his arm and JUMPING 
out of his palm in an instant. The bottle EXPLODES. 
		
		MICHAEL
	Good. You're learning quickly. An excellent trait 
	for someone in your position. 
		
		SETH
	Wow. 
		
		MICHAEL
	Indeed. But use this power wisely. It not only 
	uses energy it uses YOUR energy. So beware. Be 
	cautious. 
		
		SETH
	So this is only to be used in the gravest of 
	instances?
		
		MICHAEL
	Correct. Now I understand you haven't exactly 
	mastered any of this yet but we have to move 
	on. Like I said, we have very little time. 
		
		SETH
	What's next?
		
		MICHAEL
	There is a whole other aspect to your powers 
	that can be extremely dangerous. Not to others 
	necessarily but to yourself. 
		
		SETH
	What is it?
		
		MICHAEL
	Flight.
			
			CUT TO:

INT.    RESISTANCE HIDEOUT-KNOCK ON THE IRON DOOR LEADING 
OUTSIDE

Pete hears it easily, for it was loud and booming, and goes to answer 
it. 

He forgets his training and opens it without looking to see who it is. 

He reaches for the door handle. The door opens and there is Flinn, 
standing in the doorway, smile cocked halfway across his face. 
			
			CUT TO:

INT.    ROOF/CHAPEL-NIGHT

Picking up their conversation where it was left off. 
		
		SETH
	Flight? Like in the air? 
		
		MICHAEL
	The very same. This promotes a demonstration. 

Michael takes off running down the short rooftop and jumps from it. 
Not getting very far before falling out of sight. 
		
		SETH
	Michael!

Seth runs to the edge of the roof and peers over. Expecting the 
worst. 

But Michael suddenly floats up, arms crossed, coat flailing in the wind. 
		
		SETH
	But how?
		
		MICHAEL
	To us nothing is impossible. 

Michael flies back down, touching the roof. 
		
		MICHAEL
	Once again, this is all controlled by the energies 
	around us. And the energy in you. The air you 
	travel through provides you with a space to do it 
	in and you do the rest. 
		
		SETH
	The rest?
		
		MICHAEL
	Ok, let's give it a test run. Do exactly what you 
	did before. Just find the energy and push it 
	through your feet. 

Seth starts but is quickly interrupted. 
		
		MICHAEL
	Wait. Before you do anything, do not blast out 
	this energy. Between the sole of those boots 
	and this roof you would just blow off your feet. 
	You have to push the energy out. Use the air 
	already surrounding you as a base. 
		
		SETH
	I'm glad you were so quick to tell me about the 
	whole blowing off my feet thing. 
		
		MICHAEL
	Shut up and jump. 
		
		SETH
	What? Wait, hang on. I can't even do this yet 
	and you're already making me jump?
		
		MICHAEL
	You have to be put in a stressful situation for any 
	of this to work. Hence the jumping. 
		
		SETH
	Alright, but it's my funeral. 

Seth begins to run, quickly reaching the edge of the roof, where 
Michael is standing, when suddenly - 
		
		CHAD
	Seth!

Seth plants his feet as if putting on the brakes just before he was 
about to hit the edge of the roof. His body off balance still he teeters 
over the edge, struggling to gain his balance. 
		
		CHAD
	Seth, you gotta help. Something  has happened 
	downstairs. 
		
		MICHAEL
	You wanna handle this one or should I?

Seth still teetering over the edge is quickly pulled back to balance by 
Michael who grabs his shirt without even so much as looking. 
		
		SETH
	Let's both go. You could get into some trouble. 
		
		MICHAEL
	Don't get cocky kid. You've only just begun the 
	fight here. 
			
			CUT TO:

INT.   STAIRS

Walking down the stairs. 
		
		SETH
	Chad. What is it? What's going on?
		
		CHAD
	I don't know how- I don't know how it 
	happened! 
		
		SETH
	What? What is it?

They reach the bottom of the stairs and Michael can now see through 
the entrance-way door to the destruction inside. 
		
		MICHAEL
	No. 

The door itself, once huge and impassable, now stands frail, falling off 
the hinges with a dent of a fist buried into it. 

Seth sees what has happened now too. 
		
		SETH
	Oh God. 

INT.    RESISTANCE HIDEOUT

Seth walks in to see Michael kneeling over Tom's body, face up, blood 
coming out from fresh wounds. 

Michael puts two fingers to his neck, feeling for a pulse. 

He gets up quickly, not giving Seth any indication of if he is alive or 
dead. 

Seth walks over to his broken body, and also checks for a pulse. 

He quickly jerks his hand away after just touching the skin on his 
neck. 
		
		SETH
	He's cold. How is he cold? I just saw him twenty 
	minutes ago?!

No one answers Seth's desperate plea. 

Michael walks over to Will, now leaning against a wall, head sagged, 
blood from his mouth. 

Michael touches his chest for a moment. He pulls his hand away after 
and closes Will's eyes, putting him to rest. 

He gets up, now starting to get choked up. 
		
		MICHAEL
	Seth! Check her!

Seth looks to where he pointed and sees Kellie, her body broken like 
the others. 

Seth puts his hand on her neck. After a moment he looks to Chad and 
shakes his head, no. 

Chad breaks down in tears. 

Michael is kneeling over Pete's body now. Tears burst from his eyes. 
		
		MICHAEL
	Damn it! No!

He puts both his hands on his chest. 

The incredible energy flows from his chest down into his arms and out 
through his fingers, into Pete's chest. A makeshift defibrulator. 

Pete's body rocks upwards from the impulse coursing through his 
body. 

He doesn't awaken. 

Michael does it again, and, again, nothing happens. 

He rubs his hands together, puts them back on his chest and delivers 
the most powerful shock yet. 

Pete's body lifts from the ground at the chest, back arching. 

He finally opens his eyes, coughing up blood. 
		
		PETE
	(coughing)
	Michael?!
		
		MICHAEL
	What happened?
		
		PETE
	(coughing)
	It was Flinn. He surprised us. 
		
		SETH
	Flinn...
		
		PETE
	(coughing)
	I-I'm sorry... Michael. I didn't check ... the door. 
		
		MICHAEL
	No, no, don't be sorry.
		
		PETE
	(choking)
	I-I let you down. 
		
		MICHAEL
	No. None of you could ever let me down. 
		
		PETE
	(coughing)
	He-He took Lisa with him. He said she was... all 
	he needed. None of us could ... stand up to him. 
	Not...even together. 
		
		MICHAEL
	Shh. Don't talk. Save your energy. 
		
		PETE
	(coughing)
	No, it-it won't matter...anyway.
		
		MICHAEL
	No. No, you're gonna be fine. You're gonna make 
	it. 
		
		PETE
	(coughing)
	No, no I won't. Just do one thing...Get him 
	Michael. Don't let him get ... the kid. 
		
		MICHAEL
	He won't. Don't worr-

But Pete can last no longer. A final breath exits his lungs and the rest 
of him goes limp. 

Michael stands still, holding him. 
		
		SETH
	Michael...?

Michael still doesn't move a muscle. 
		
		SETH
	Michael?
		
		MICHAEL
	Let's go. 

He puts the body down gently and stands up. A look of determination 
on his face. 
		
		SETH
	What? Where?
		
		MICHAEL
	To carry out his last wish. 
			
			CUT TO:

INT.    STAIRS

Going up the stairs. 
		
		MICHAEL
	Just remember Seth, use every bit of energy you 
	can find. You'll be needing it. We can always 
	recharge you later. 
		
		SETH
	Right. 
		
		CHAD
	And what do I do?
		
		MICHAEL
	Don't get in the way. You'll be dead before we 
	can find you. 

Chad stops in his tracks on the stairs. 
			
			CUT TO:

INT.    SUBURB

The entire underground city is being trashed. Fires have broken out. 
Women and children scream and run for their lives. The men can be 
seen fighting but stand no chance against these warriors. 

The door to the staircase swings open. A few white doves take to the 
sky. 
		
		MICHAEL
	Do what I've taught you and you might live. If 
	you get in trouble don't be a hero. Just yell, I can 
	be there quicker than you think. 

In the city an entire squad of military middle class Shadows can be 
seen. 20 or more. Destroying the city. 
		
		SHADOW COMMANDER
	There they are! 
		
		SETH
	What do you want with me?
		
		SHADOW COMMANDER
	Your head on a silver platter. 
		
		MICHAEL
	You can't have him. 
		
		SHADOW COMMANDER
	Michael? Finally found another prodigy have you?
		
		MICHAEL
	Do what you can. I'll take care of the rest. 
		
		SETH
	Leave him to me. 
		
		MICHAEL
	No! He is upper class. Much too powerful for you 
	in your state. I'll deal with him. You try and stay 
	alive. 

They begin to swarm. Michael turns and walks away from Seth. 
		
		SETH
	If you have so much faith why do you keep 
	questioning my abilities? 

Seth gets the nerve and joins in the fray. The fight begins. 

An incredibly fast paced battle ensues. Time slowing just to be able to 
pick up their motions. Michael doing well, Seth still struggling but 
managing. 

The shadow strikes first, coming with a hard fist across Seth's face. He 
falls to one knee, holding his jaw. His eyes light up again. His fists 
clench, a spark of light in each of them. 

He fires up to his feet, leading with his fist. Catching the first victim 
square in the face. He flies through the air and lands through a wall 
yards away. 

At this point everything breaks down. Four or more surround Seth at 
any given time in the fight. Each with incredible, lightning quick speed. 

Suddenly a block-fest begins. The four of them attacking at once. Seth 
does his best to block punch after punch and kick after kick. Their 
blows and swings becoming blurred in their speed. Seth's eyes are 
focused, looking around at them all in a single instant, waiting for his 
moment to break the cycle of punch and block. 

Out of nowhere it happens. Seth lets go and punches to his front, at 
the same time kicking behind him. Seeing the impact crush his face, 
drive into his abdomen. Two bodies fly in opposite directions. 

The next two line up side by side. Seth drives his fist full force into the 
right's chest. He bends down in pain. Seth spins a half turn and 
DRIVES his elbow into the back of his neck. 

He goes to fall limp on the floor but Seth holds him. Swings him around 
just as the other begins a roundhouse kick, he instead ends up 
catching his comrade in the face, sending him down. 

Seth swings with his left foot and catches him in the side, he bends 
from the pain awkwardly. Seth swings his right fist down onto the 
lowered head of the warrior, driving his face down hard. His head 
smacking the concrete unforgivingly. 

Suddenly someone jumps Seth from behind. Drop kicking him square in 
the back. Seth staggers, holding his back. He turns and fends off a 
double dose of punches as two attack simultaneously. He is unable to 
fend off their speed and catches two fists to the face. 

He turns and runs for the nearest wall, a fire escape slightly above his 
head. He runs for the wall, the two of them closely behind. He runs up 
the wall, backflipping when he gets to a certain height. Slipping 
through a rung in the fire escape ladder with ease, ending up behind 
the two of them. Seth still clinging to the bottom of the raised ladder, 
swings down and catches them both with feet to the back of the head. 
One foot each. Their heads slamming into the brick wall, crushing it. 

Seth drops down from the ladder, turns to face another oncoming foe 
and gets kicked across the face. Once again in the stomach. And finally 
another across his back, driving him down to the floor. Seth looks up 
from the dirt and sees the shadows legs. He grabs a hold of them and 
throws them as he gets up in a hurry. He does a full circle in the air 
and finally comes down on his stomach. 

Before the body settles three incredibly fast fighters jump up to Seth. 
He instinctively grabs the nearest object. A trash can lid in each hand. 
They throw down lefts and rights at Seth at an even more incredible 
speed than the others. But Seth, using the lids, somehow manages to 
catch each one of them. Hear the clanging of the metal. For a split 
second they stop. Seth sees the trash can lids, completely demolished, 
only the handles remaining. 

He throws the handles as a distraction before somersaulting over and 
twisting in the air, directly above them. Somehow catching two of them 
with kicks to the back before landing on the ground and rolling 
forwards, away from them. The third Shadow is left standing and 
comes after Seth who is still facing the opposite direction. But before 
the shadow can attack Seth jumps and spins catching an incredible 
kick to the face of the soldier who spins three times before hitting the 
ground. 

Another horde of shadows run after Seth who takes off in the opposite 
direction. 

Cut to Michael who is still fighting his own battle. 

Michael, using his own powers at a maximum level, seems to have 
more soldiers on him than did Seth. 

One runs to him, Michael throws a fist and the shadow goes soaring. 
His face immeaditely crushed from the impact. Another runs up behind 
Michael, who fires his elbow behind him catching it square in the face. 
His body drops down from the impact but is carried on as a result of 
his own momentum. 

ANGLE on Michael's face, his body still engaged in battle, his face looks 
unfocused. He knows something is missing, still hidden from this 
battle. Then he suddenly remembers-the Commander. Who has 
suddenly leaped into the air just above him. Michael disposes of the 
shadows surrounding him with two quick punches, their bodies 
disappearing from sight just as the commander enters it. 

They exchange a quick glance before exploding at each other. Michael 
kicks, caught by the shin of the cmdr. The cmdr. punches, caught by 
the forearm of Michael. Michael fires a punch but he dodges and 
Michael is left in an uncompromising position off balance. He looks as 
though he's going to strike Michaels face but Michael manages to spot 
it and avoid the contact. 

Michael jumps straight up and fires a kick, aiming for his head but it is 
blocked as well. Dropping down he manages to land a punch in the 
abdomen and kicks over the back of his head into the commanders 
face. Michael then gets rocked by a blow to the face and another one, 
more powerful, to the chest. The commander tries again, lunging at 
Michael with his glowing fist, but Michael sidesteps it. He trips up, 
totally off balance. Michael comes through with a sweep to the back of 
his off balance knees, his body suspended in air and time for an 
instant. Michael spins around, his leg already high in the air and strikes 
his chest even before his body can hit the ground. Instead his body 
SLAMS the ground, cracking the concrete. 

Michael holds out his open hand at the commander, who lies on the 
ground. He reaches back but suddenly a spark of light appears in 
Michaels hand. It grows bigger and more powerful. The commander 
screams and suddenly is engulfed in horrendous energy that rips his 
body apart. Leaving only ashes after just moments. 
		
		MICHAEL
	Seth?! How you doing?!
		
		SETH
	All done here.

He drops the body of a fallen soldier from his grasp. 

As seemingly their conversation wants to continue over their triumph it 
is suddenly interrupted. Flinn unexpectedly drops out from the top of 
the picture.

Landing between the two he SWATS at Seth who flies backwards and 
crashes hard through a brick wall and lays there motionless. 

Michael hears it and spins but Flinn is already there and grabs Michael 
by the throat with his enormous hand, lifting him high. 
		
		MICHAEL
	(choking)
	Flinn?!
		
		FLINN
	Yes. It's been a while hasn't it friend?

Flinn lifts Michael high into the air by the throat. 
		
		MICHAEL
	What do you want from me now?
		
		FLINN
	Oh, not this time Michael. This time you're not the 
	center of attention.

Michael looks to Seth, knowing who he is talking about. 
		
		FLINN(CONT'D)
	Yes. You're not the only one who knows what he 
	is. 
		
		MICHAEL
	No! You can't have him!

Michael kicks hard into Flinn's groin, releasing the vice from his throat. 
Michael then suddenly explodes in light, energy surrounding him, he 
spins and swings his foot across the tall face of Flinn. The energy 
leaves his body, he struggles to take in breath, having put all his 
energy into the single blow. 

Flinn's head is cocked to the side, momentum from the blow placing it 
there. He brings it back and eyes Michael, who can't believe that the 
blow wasn't powerful enough. 

Flinn looks at Seth who is still lying in the pool of rubble and bricks. 
		
		FLINN
	I'll worry about him later. I have a personal score 
	to settle with you first. 

Michael throws the first blow into Flinn's gut. But it collides and is 
stopped hastily, producing no effect at all. Flinn cocks a smile. Michael 
holds his hand in agony. 

Flinn swats at Michael like he did Seth and he goes flying into a 
dumpster, rocking it back. He picks him up by the throat again and 
hurls him across the street into a huge set of steps. 

Michael gets to his feet as quickly as his body will let him and throws 
his entire body at Flinn, leading with his feet. Flinn merely dodges and 
launches a boot into the stomach of Michael, who goes flying back the 
direction he came, never once touching ground. 

Flinn casually walks over to Michael who is bloody and hurting from the 
attacks. He drives his foot into the prone Michaels chest. He cries out 
in extreme pain. Again he drives the boot down hard, deeper this time. 
But Flinn continues to drive it, deeper and deeper. Michael passes out 
after being squished.

Suddenly a baseball of energy strikes Flinn in the back, surprising him, 
leaving a small trail of smoke. 

ANGLE on Seth who has risen and now stands like a tired pitcher does 
after firing a fastball. 
		
		FLINN
	Little bug. I'll crush you next. 

Flinn turns his attention back to Michael, still unconscious. 

Seth draws both his hands back, drawing them together at the wrists, 
taking in a horde of energy quickly. And finally fires that at Flinn. 

This time Flinn defiantly feels it. He rocks forward from the impact and 
holding his back. 
		
		FLINN
	Getting better. Keep trying. 

Seth holds both hands over his head and energy starts to fill his fists. 
Lightning cracking from out of nowhere. Seth's eyes fading to pure 
white. 

Flinn sees what's going on now, taking his attention away from 
Michael, who is now beginning to awaken. 

Seth finally throws the enormous energy at lightning quick speed. At 
the same time Flinn's eyes widen and he crosses his arms in front of 
his chest to try and block it. 

Michael, seeing what is transpiring in front of him, pours energy into 
his open fists and hastily fires an energy stream at Flinn just as Seth 
did. 

The two of them luckily strike Flinn together at the same moment from 
different angles. Flinn is thrown back far and hard, not expecting them 
both to fire like that. 

The two steams cross paths and explode, lighting up the night. Before 
the explosion concludes Seth has already started running towards 
Michael, who is now beginning to get up just as Flinn is. Seth grabs 
Michael in his arms and takes off running, running up the steps back to 
the roof. 
			
			CUT TO:

INT.    ROOF-NIGHT

He keeps running after coming to the roof. Michael sees what Seth is 
planning. 

Seth takes Michael by the shirt and HURLS him with all his might, 
aiming for the rooftop of the other building, some several hundred feet 
away. 

Seth watches as Michael's near limp body flies through the air but 
doesn't even come close to making it to the roof. Instead he crashes 
through the side of the building, safely, but not unhurt. 

Seth hears a footstep behind him.

SLOW MO

Suddenly a giant fist comes crashing down, aiming for Seth. 

Seth manages to sidestep once, without even getting a chance to look 
at his foe. He only sees the fist, flying down with great force just 
inches in front of his nose, crashing down into the concrete barrier at 
the end of the roof. Destroying it. 

BACK TO SCENE

Seth kicks, almost blindly. It lands in the gut of Flinn. But it doesn't 
hinder its stance. Like an immovable object. 

He grabs Seth's foot and uses it to throw him into the brick wall 
nearby. 

It crumbles to the ground, Seth in pain. An electrical cable JUMPING 
with power nearby. 

He walks over menacingly to Seth and grabs him by the ankle. 

He DRAGS Seth across the roof towards the edge. 

He lifts him easily above his head, showing his great power, hanging 
him over the edge of the roof. 
		
		FLINN
	Can you fly pigeon?

Just as Flinn speaks the words Seth comes back to life, awakening his 
power. 

He spins his entire body forward, breaking the hold, and uses his 
other foot to plow into the face of Flinn.

He staggers back as Seth lands and teeters over the edge of the roof, 
facing away from Flinn. 

Flinn gets his bearings back quickly, and lunges at Seth with both 
arms. 

Seth knows instinctively and somersaults backwards. Flinn missing his 
grasp on Seth by an instant. 

Seth rushes at Flinn, suddenly alive with incredible confidence. 

Seth lunges with powerful punches and body blows, all quite easily 
blocked by Flinn. 

Flinn throws his arms outward, never making contact with Seth, but 
the force of it, almost as if the wind were doing it, causes Seth to 
hurtle backwards, crashing into another wall, water spilling out of a 
broken pipe, flooding the roof.

Now Flinn rushes at Seth, whose eyes are now filled with power. 

Seth uses his body and trips Flinn, who then crashes head first into 
the same brick wall. 

Seth gets up quickly and takes off, running across the roof at great 
speed. 

He passes by the live electrical cable and picks it up, still in full sprint. 

Flinn is up now and takes off after Seth with an even more incredible 
speed. 

SLOW MO

Flinn catches up quickly, both almost to the edge. 

Flinn reaches out with his hands to grab at Seth, just an inch away as 
he reaches the edge. 

He tosses the cable down, into the water filled roof. 

Just before it touches the floor, Seth leaps from the roof, flying through 
the air, sparks at his feet. 

Flinn is caught before he can jump, electricity coursing through him. 

BACK TO SCENE

Seth flying through the air still, heading for the same hole Michael 
made earlier. 

Flinn falls down, unconscious after the electric current leaves his body. 

Seth crashes through the side of the building, rolling once when he 
hits the ground.  

INT.    BUILDING

Seth struggles to get back his composure. 
		
		MICHAEL
	You alright?
		
		SETH
	Not really. Just give me a minute. Pull myself 
	together. 

He sits down on the floor. 
		
		SETH
	Who the Hell was that back there?
		
		MICHAEL
	Oh him? That was Flinn. Stephen's second in 
	command.
		
		SETH
	Stephen?
		
		MICHAEL
	The shadow knight. The leader over all shadows. 
	The strongest of them all. 
		
		SETH
	He was only the second in command? But his 
	power. I mean, you couldn't even touch him. How 
	are we gonna stop him?
		
		MICHAEL
	You did.
		
		SETH
	No. I just pissed him off. We were lucky. Besides, 
	you blasted him too. 
		
		MICHAEL
	I missed him. You got him. 
		
		SETH
	No. No, you helped me. 
		
		MICHAEL
	All this and you still can't believe. 
		
		SETH
	I am not what you say I am. I want my life back. 
		
		MICHAEL
	You no longer have a life. None that you can 
	remember anyway. 

BEAT
		
		SETH
	What now?
			
			CUT TO:

INT.    SHADOW HQ-STEPHENS OFFICE

Flinn enters the door and greets Stephen sitting at his desk. 
		
		STEPHEN
	Ah, Flinn. I trust you have retrieved the rogue. 
		
		FLINN
	Sir. There is some bad news. 
		
		STEPHEN
	Flinn. Tell me you captured him. 
		
		FLINN
	His power was greater than anticipated. He 
	proved to be superior to your specifications. 
		
		STEPHEN
	Superior? He doesn't even have any memories of 
	ever having any powers! Through his memory 
	loss he has also lost his strength. 
		
		FLINN
	Yes sir, I understand the plan we discussed. 
		
		STEPHEN
	I rid him myself of those so that he would be 
	unable to stand up to you and you let this 
	happen?!
		
		FLINN
	They are returning sir. 
		
		STEPHEN
	Then we must act quickly. If he grows too 
	powerful it will be much more difficult for us to 
	defeat him. 
		
		FLINN
	But still not impossible. 
		
		STEPHEN
	And Michael?
		
		FLINN
	Alive. 
		
		STEPHEN
	And how is it you were unable to kill the both of 
	them?
		
		FLINN
	Seth was helping Michael. They attacked 
	together. Even with an entire squad they were 
	too powerful. 
		
		STEPHEN
	Go back out there and find them! And this time 
	make sure you finish the job. 
		
		FLINN
	Yes sir. 
		
		STEPHEN
	Now rid yourself from my office before I rid you 
	from this Earth. 
			
			CUT TO:

INT.    BUILDING
		
		MICHAEL
	We have to get her back. 
		
		SETH
	How?
		
		MICHAEL
	I know where they're keeping her. 
			
			CUT TO:

INT.    RESISTANCE HIDEOUT

They are in the control room, standing in front of a computer screen. 
Michael touches a button on the screen. An image of the building that 
the Shadows use for their council meetings appears, in picture perfect 
images.  
		
		MICHAEL
	There. It's their headquarters. Their fortress. 

He points to the tall building, black, that has been ravaged by age and 
destruction. 
		
		MICHAEL
	That is where they would take her. I'm sure of it.
		
		SETH
	How do we get in?
		
		MICHAEL
	WE aren't going in. I am. 
		
		SETH
	Why? If Lisa's in there we gotta go get her, 
	right? I can help you. 
		
		MICHAEL
	That is a building controlled, owned, operated, 
	solely by the Shadows. We will not be running in 
	there like a couple of blind fools. 
		
		SETH
	Then I'll go by myself. 
		
		MICHAEL
	You will not be going in at all! It is far too 
	dangerous. 
		
		SETH
	Why don't you have any faith in me?! I am the 
	chosen one. But if you don't have any faith in me 
	what's the point?! 
		
		MICHAEL
	I have faith in you! But...faith can be misleading. 
	It can cloud your judgment. 
		
		SETH
	What? What are you talking about? Why are you 
	so afraid of that building?!
		
		MICHAEL
	...It is not the first time that I will have gone into 
	that building. 
		
		SETH
	What?
		
		MICHAEL
	They were right. All of them were right. The 
	mistake I made before I will not make again. 
		
		SETH
	What? What are you talking about Michael?
		
		MICHAEL
	(sighs)
	The person I thought you were originally was 
	sent in there. By me. 
		
		SETH
	The last Shadow you trained to be the hero?
		
		MICHAEL
	The very same. I trained him. Sent him in there to 
	fight. Even in close to the same circumstances. 
	Except he came in after me instead of Lisa. 
	(beat)
	He perished quite quickly. 
		
		SETH
	What does any of this have to do with me? I am 
	not him! I AM the one! And I AM going to rescue 
	her. 
		
		MICHAEL
	Let me finish. 
	(Beat)
	You see, it has quite a bit to do with you actually. 
	I followed the bloodline perfectly. I thought that I 
	had made no errors in judgment. But when I sent 
	him in...
		
		SETH
	Who are you talking about? What bloodline?
		
		MICHAEL
	Yours. He was your father. 
		
		SETH
	My...Father?
		
		MICHAEL
	You're own father was sent into death because 
	of me. Because of what I believed he was when 
	he wasn't. 
		
		SETH
	But this changes nothing. You said it yourself: 
	You followed the bloodline exactly. 
		
		MICHAEL
	True. I'd believed I had. I also believed, however, 
	that you're father was the chosen one. Who 
	knows what else I could be mistaken about. 
		
		SETH
	But I am not him. I CAN win. 
		
		MICHAEL
	I can't send you in there. Not until I know for 
	sure what you are. 
		
		SETH
	You don't have to send anyone because I'm 
	going in there whether you like it or not. 
		
		MICHAEL
	NO! I won't let you. 
		
		SETH
	Won't let me? How are you going to stop me?
		
		MICHAEL
	I could stop you. 
		
		SETH
	So you're just not going to let me in there? Let 
	Lisa die? After all this, after all the training, the 
	preparation?
		
		MICHAEL
	I have to. 
		
		SETH
	Michael, you know I'm right. If I do not go in 
	there Lisa is going to die and you know it. They 
	will kill her to get to me. To you. Now you can 
	either sit here and watch on your screen. Or, you 
	can come with me and find out for yourself what I 
	already know. 

BEAT
		
		MICHAEL
	Fine. But we go prepared. 
			
			CUT TO:

INT.    SHADOW HEADQUARTERS-STEPHENS QUARTERS

Lisa is bound to a chair, arms behind it, tied. 

Stephen looming over her. 
		
		STEPHEN
	You can stop your struggles. They're not coming 
	you know. They will never come. 
		
		LISA
	Yes they will. They will come for me. 
		
		STEPHEN
	You DO remember what happened last time? 

Lisa, of course, does remember. The look on her face expresses it. 
		
		STEPHEN
	He'd come through the front gates. Guns blazing 
	like a madman possessed. But he'd die. Quite 
	hastily I might add. 

Stephen pulls up a chair and sits directly in front of her. 
		
		STEPHEN
	The man is no fool. He wouldn't risk his life for 
	some pathetic damsel like yourself.
		
		LISA
	Then why are you keeping me here?
		
		STEPHEN
	You are an important player in this game. 
	Whether you like it or not. 
		
		LISA
	How?
		
		STEPHEN
	You're bait. 
		
		LISA
	I thought you said he wouldn't show?
		
		STEPHEN
	True. But I said that he wouldn't risk his life for 
	yours. But he would risk Michael's. And that is 
	who I am after. 
		
		LISA
	Why Michael?
		
		STEPHEN
	Why not? He's the one pulling men off the 
	streets. Telling them this dream about becoming 
	some kind of hero. It's pitiful. He sends them to 
	their deaths. It's not my fault that I'm it. 
		
		LISA
	You're a disgrace to your own race. 
		
		STEPHEN
	My race was the best thing that ever happened 
	to this Godforsaken planet. 
		
		LISA
	Don't fool yourself. You were dying and took over 
	the first thing you saw. 
		
		STEPHEN
	That is not exactly true. You see, the real reason 
	Earth was seized by us is that we just wanted it. 
	It was once a beautiful, rich place. 
		
		LISA
	Yeah, until you sucked up all of its resources. 
		
		STEPHEN
	Why else do you think we came here? It is what 
	the Shadows as a race do. There are hundreds 
	of other planets around the universe just like this 
	one. We control them and sell them like slaves. 
	Yours we wanted for ourself. And, now that we 
	are through with it, we are going to sell it to a 
	race even more destructive than ours. 
		
		LISA
	What will they do with it?
		
		STEPHEN
	Destroy it. Target practice. It's quite fun. I'm 
	going to watch it myself. Well not fun for 
	you...But anyway, enough chat. Have a nice life. 
	All two hours of it. 

Stephen gets up and leaves. 
			
			CUT TO:

INT.     RESISTANCE HIDEOUT-SHEET BEING PULLED FROM A SURFACE

A sheet is drastically pulled to reveal two enormous swords, gleaming 
brightly in the pale lights. 

Slender like a ninja's. Yet long like a powerful warrior's. At least eight 
feet at the blade. Curved on the edge for an even more sleek look. 
		
		MICHAEL
	The blades of the Shadow kings. Forged by the 
	best blacksmiths in the galaxy. Stolen by your 
	father. We use these to even the odds tonight. 
	Strong enough to pierce through their armor and 
	into their souls. And light enough to throw into 
	the wind like dust. 
		
		SETH
	Then we're going?
		
		MICHAEL
	Positively. 
		
		SETH
	What's our plan of action?
		
		MICHAEL
	The front door will, of course, be the most heavily 
	guarded. But if I know Stephen he will be 
	expecting us. And expecting us to take the less 
	obvious route: the back door. Either way they 
	are both too heavily guarded for either of us. 
	What do you propose?
		
		SETH
	I say we divide 'em. I go in the front. You take 
	the back. Any way is risky at best. This is the 
	wisest of the choices however. 
		
		MICHAEL
	Then we do it your way. May our feet be swift. 
		
		SETH
	And our blades swifter.
		
		MICHAEL
	Now let's get moving. 

They turn and walk toward our eyes. 

SLOW MO

Their coats swaying in the wind as they walk. The two heroes have 
emerged, walking to their destiny. 

BACK TO SCENE

He holds up the incredible sword. The light GLEAMS off it. Suddenly 
transforming into-

INT.     SHADOW HEADQUARTERS-STEPHENS QUARTERS

The light shining high and bright in Stephen's office. 
		
		STEPHEN
	Your friends are on their way. 
		
		LISA
	How do you know?
		
		STEPHEN
	Oh, I know Michael even better than you do 
	dear. And when he comes he'll die. Followed by 
	you. Saving his new little bitch, Seth, for last so 
	he can watch you die. And finally realize there is 
	no chosen one. 
		
		LISA
	You don't know what you're getting yourself 
	into. 
		
		STEPHEN
	Oh I think that I do. I will enjoy watching you die. 
	So long, for now. I have business to attend. 

He leaves. 
			
			CUT TO:

INT.     SHADOW HQ-FRONT ENTRANCE

Shadows, groups of them, suddenly pour out from the staircases on 
either side of the room. 

Their pattering feet eventually stopping directly in front of the entrance 
door. Lined up in straight formation, side by side, almost endless, 
three rows long. 

They stand and wait. 

Suddenly there is a SLICING sound, like metal tearing into itself. The 
door suddenly shows a hint of a line in it, a small wound, that seems 
to begin to SHINE. The line itself diagonal, stretching across the door. 

Another one coming from the other direction, crossing paths with the 
first one. 

They stand and wait. 

And suddenly the door explodes in on itself, billowing out onto the 
soldiers, knocking a few of them down. 

The dust in the doorway clears and in it remains Seth, hand stretched 
forward, the energy retracting back into his arm after the energy blast 
he has just made. The sword stretched far outwards at his side. 

He quickly charges in. Time slows as he strikes two soldiers in the 
same instant with a slicing blow to their stomachs. 

Two more get sliced through with one swift piercing charge. He shrugs 
them off his sword. No other Shadow moves. 
			
			CUT TO:

INT.     SHADOW HQ-REAR ENTRANCE

The door again. Still standing firm. 

Michael merely has to rush at the door, sword leading the way, to 
break it down and surprise the guards. 

Three fly to the floor from the pieces of the door itself. Three others fall 
prey to his blade. 

An incredibly fast and furious, yet short, battle ensues. Michael 
swinging his blade from left to right. Up and down. Bodies flying 
through the air. Crashing through walls. It is over as quickly as it 
began. 

Michael rushes past the remaining guards, not caring if they get in his 
way or not. He merely brushes them aside using only his sword. 
			
			CUT TO:

INT.     FRONT ENTRANCE

Seth does just the same. 

Suddenly the screen PARTS into a split, line down the center. On the 
left: Seth and his battle against the warriors. On the right: Michael and 
his. 

As they run to meet each other again they are both ambushed in much 
the same way. 

The fight that follows remains as a single battle. One fluid set of 
movements to make one fight. Not two separate ones joined by the 
line in the center. 

The fight shows their incredible likeness. They make the same moves, 
the same strategies, both in the same instants, almost as if it were 
the same fight occurring in two different areas. 

Michael is attacked by a powerful Shadow. As is Seth. Michael leaps to 
the left, throwing him off the screen with the opponent still remaining 
in it. On Seth's side he leaps to the right throwing the opponent off 
the screen. 

And suddenly the two separate fights become one truly. Seth's sword 
trailing off the right side of the screen to become Michael's sword. The 
movements so exact and precise that no one can tell that it is actually 
two separate fights at the same time. 

They take off again, running to find each other. Their eyes stare each 
other down on their prospective sides. 

And suddenly the vertical line in the center disappears and the screen 
becomes normal again. 

INT.     SHADOW HQ-MAIN AREA

They run from either side and finally meet at the center. Now the 
Shadow forces surround them on either side. Their backs to each 
other, they stand ready to fight. 

The Shadows, as seemingly they always do, make the first move. 

He charges at Seth. With a flick of his wrist the blade of his sword flies 
upward, catching the Shadow along the way, his body hurls up and 
collides with the ceiling.

Before he even begins to fall Seth is spinning and as the Shadow 
comes back down to the level he catches him in the chest with a 
spinning roundhouse kick. 

He falls to the floor and explodes in Shadow, scattering across the 
room. A Shaodw's death. 

Michael charges now, much more ferocious in his attacks, knowing the 
importance of them. 

Throwing Shadows around using his sword left and right. Bodies flying 
through the air, crashing through walls. Their bodies all exploding into 
darkness after the attacks. 

Seth joining the furious assault now. Throwing around his fists and his 
feet now more in the now enclosed area due to the number of 
opponents. 

One finally attacks, matching Seth's martial arts abilities. They 
exchange an incredible series of punches and blocks at unGodly 
speeds. 

Seth's sword is kicked from his hand, it spirals around on the floor. 

He is rushed again but leaps greatly into the air and spiraling once 
after somersaulting to come down facing the back of his opponent. 

He kicks at the back of his knee, which causes them to buckle. He 
spins with his foot and wraps his leg in a vice around his neck. He 
clenches even harder. There is a snap. He releases the vice and rolls 
for his sword, picking it up along the way, and finally landing on his 
feet. 

There is even more incredibly intense fighting. 

Now only a few scattered Shadow forces stand, afraid, backing up 
slightly as they face two foes with long swords and mighty abilities. 

Just as they seem ready to run dozens more Shadows come pounding 
down the stairs. 

Seth and Michael let out a sigh of annoyance. 

They all charge at once this time, not letting their forces be divided and 
singled out. 

Before they can make contact Seth launches his sword outward, 
straight with the blade leading the way towards the crowd of rushing 
soldiers. 

It plows through five bodies, each impaled upon the long blade, before 
it crashes into a wall. The blade digs in and stays, hooked to the wall, 
the bodies just dangle a moment before exploding into black. 

Michael shouts to Seth across the room. 
		
		MICHAEL
	Get out of here! Now!
		
		SETH
	But what about you!?
		
		MICHAEL
	I'll be fine! Go find Lisa!
		
		SETH
	But-!
		
		MICHAEL
	Damn it, get the fuck out of here, now!

Seth takes off, plowing through foot soldiers as he makes his way for 
the staircase. Along the way he finds his sword, impaled alone on the 
wall. He retrieves it and darts up the stairs. 
			
			CUT TO:

INT.     STAIRWELL

Seth charging up the stairs and suddenly halts near a door leading 
into the next floor. He looks up, looks down, searching for Lisa. 
		
		SETH
	Where? Where is she? I don't...

Suddenly his sentence is cut off, his attention transfixes upon the door 
to the floor just above him. 

He races up another floor of stairs, taking four sometimes five steps at 
a time, and crashes through the door, using his shoulder to break it 
down. 

INT.     52ND FLOOR-SHADOW HQ

He barges into the place to find an incredibly enormous single room 
that also happens to be incredibly deserted. 
		
		SETH
	Damn it!

He turns and begins to charge out but suddenly stops, pauses, turns, 
and runs at top speed toward the far wall. He leaps towards it, 
seemingly not going to stop. He collides with the wall.  

SLOW MO

He comes crashing through the other side of the wall, a barrier to 
shield the existence of the rest of the floor. 

Chunks of concrete and giant debris fall all around him as he lands 
directly in front of Lisa, still bound to her chair. 

BACK TO SCENE

He rushes to untie her, but behind him, unknown to either of them, a 
deep, dark shadow begins to FLOW into a single mass, coming from 
every cranny behind the wall. 

The darkness slowly begins to take shape and RISE from the floor. The 
shape is enormous, big and muscular like a well built man. 

It suddenly fills with color. The shape becomes Flinn. 

Meanwhile Seth removes the piece of cloth stuffed in Lisa's mouth. She 
now notices Flinn behind Seth and gasps. 
		
		LISA
	Seth!

Seth hears her cry quickly and spins around, just narrowly evading a 
huge right hand from Flinn that crashes into the floor just beside Lisa's 
chair. 

Seth jumps back and stands ready to fight. 
		
		FLINN
	You know, you really impressed me with what 
	you did back there on that roof. I didn't really 
	think you had the balls to do it. I like that about 
	you. 
		
		SETH
	I've got plenty of other surprises in store for 
	you. 
		
		FLINN
	Spunky too. I mean, just to be able to even have 
	the will to run right after I beat the life out of all 
	of your friends. 
		
		SETH
	You'll be next. 
		
		FLINN
	It's funny how you can be so ready to die. Well, 
	since you don't like small talk let's just get down 
	to business. 

Suddenly Flinn FLIES forward, lurching towards Seth. But Seth LEAPS 
to his right, avoiding the blow. The fist crashes into the floor, a hole 
forms with a view to the floor below. Lisa's chair leans from the 
sudden support loss. 

The moment he lands Seth changes direction and heads back for Flinn. 
A right fist flies across his massive cheek, his head shoots to one side. 

But his body remains firmly planted, almost completely unaffected by 
the blow. 

Seth looks up at him, terrified by his strength. 

Flinn swats at Seth, who goes flying through the makeshift wall that 
tried to hide Lisa. The concrete flies as Seth spins and finally hits the 
floor. 

Flinn follows closely after, crashing through what is left of the wall. 

Seth, still on the ground, kicks Flinn with each foot, using his arm as a 
brace to hold himself up, Flinn staggers back. 

Seth hastily gets to his feet, loads his legs, and leaps through the 
ceiling, leading with his fists. He crashes through several more ceilings 
before finally coming onto the rooftop. 

INT.     ROOFTOP

Seth looks down on Flinn as he looks back up at him, a slight smirk on 
his face. 

Flinn quickly leaps up to great heights just as Seth did. 

The roof EXPLODES where Flinn comes crashing through, Seth has to 
shield his eyes from oncoming debris. Flinn stands ready to fight as 
Seth spins the sword in his hand. 

They stand staring one another down, their eyes locked in the 
moment. A gust of wind fumbles a pebble on the ground. The sound 
sets them off, they bound towards each other at the same instant. 

Seth leads with his enormous sword. Flinn just barely manages to 
sidestep and dodge the fatal blow. As he does Seth spins and slices at 
Flinn's back. 

His coat is almost torn apart and it makes a huge slice in the back of 
his body armor. 

Flinn staggers forward, hurt by the cut between his shoulder blades, 
he grabs for it but can't reach it. 
		
		FLINN
	Aggh! Yeah. Real fair. 
		
		SETH
	You would have it any other way?
		
		FLINN
	Touche. 

Flinn suddenly evaporates and reappears just as quickly right in front 
of Seth. Before he can even blink the sword is gone from his hand and 
now points straight at his face, courtesy of Flinn. 
		
		FLINN
	But you might want to consider the possibility of 
	someone using this against you. 

He throws the sword into the air. It lands many feet away and sticks 
firmly, blade down, into the concrete. 
		
		SETH
	Fine. We do it your way. 
		
		FLINN
	You would have it any other way?

They each throw a punch at the same exact instant, their forearms 
colliding in unison blocks, they stare each other down again. 

An incredible flurry of punches follows shortly thereafter. 

Flinn finally connects with a hard punch to Seth's ribs, who cringes in 
pain. Another punch lands on his chest, he falls to his knees. 

Flinn lets a kick loose, aiming for the side of his head, but Seth blocks 
it. Flinn counters the block with a swift kick to the stomach. Seth 
buckles over in pain. 

Flinn, seeing his agony, places his foot on the side of the head of Seth 
and pushes, his head rocketing for the concrete, embedding his head 
into it. 
		
		FLINN
	You're pretty good at runnin'. Not so good at 
	fightin'.

Seth struggles to pick his head up from the concrete. He does, shaking 
off the small pieces of debris from his hair. 

He struggles to get to his feet as Flinn watches on. Seth bleeding from 
the mouth, holding his ribs, his knees shaking, stands up straight. 
		
		SETH
	You're pretty strong. Especially for some second 
	rate soldier. 
		
		FLINN
	What?!

He charges at Seth again but, with a wave of his hand, Flinn is 
stopped. His eyes widen as his body betrays him and sends him to the 
ground headed for the other direction. 

The energy building inside Seth as Flinn looks on from the ground. 

The small hints of light flowing through his veins Seth's muscles seem 
to suddenly bulge with strength, ripping into much larger and more 
powerful tools. Now Seth seems to be on the same strength level as 
Flinn. 
		
		FLINN
	You come prepared. 
	(closes his fists)
	But how much?

He throws his hand outward, releasing a small ball of energy from it. 

SLOW MO

Seth turns his head to avoid the contact, the ball passing just by his 
cheek. 

A building collapses behind him. Seth turns to face Flinn again, a spec 
of blood on his cheek. 

BACK TO SCENE

A small bit of light appears in Flinn's hand. Seth takes off running and 
leaps, doing a cartwheel without his hands, as gymnasts would call it: 
an aerial. 

Suddenly, the light explodes from Flinn's hands heading straight for 
Seth, energy balls, a dozen of them. 

They fly by his legs and torso just barely missing him due to his 
acrobatic actions. 

The moment he lands he heads for Flinn. Dodging from left to right as 
the balls land at his feet, exploding on contact. 

One final ball comes extremely close to making contact just before 
Seth lands a firm right hand across Flinn's face, sending him flying 
across the roof. 

He lands and continues going, his body scraping across the roof, until 
he reaches the edge and has to grab on in order to not fall off. He 
gets back up slowly, cocky. 
		
		FLINN
	I'll give credit where it's due. But how good are 
	you-

Suddenly, he phases out again, turning into darkness itself, becoming 
a shadow upon the roof. 

His form spreads out, widening. The figure emerges, takes shape. But 
now there are five of him. Each identical. 
		
		FLINN
	-against five-

Disappears into the roof again. He comes back up, now there are twice 
as many. 
		
		FLINN
	-or ten-

Disappears again, comes back up as twenty. 
		
		FLINN
	-or twenty-

Disappears a final time, he comes back up this time right in Seth's face, 
only a single form now. 
		
		FLINN
	-Or even just one?

He fires a hard right fist, flooring Seth. 
		
		FLINN
	You know, it's time I quit playing around. 

He stretches out his arms, his fists open, his hands very close 
together. The light beginning to flow through his veins with extreme 
brightness. 

Seth knows what is coming and takes off running. 

SLOW MO

Seth taking just a few running steps, before the power leaps from 
Flinn's palms towards Seth in a massive cylinder of energy. 

Seth runs and dives to the ground, the force just passing over his 
head. 

BACK TO SCENE
		
		FLINN
	Maybe a little bigger this time? So you can't run 
	away like some damn pussy. I mean come on, 
	you're one of us. You're our own blood. And look 
	at you. Look at you! You don't deserve your 
	heritage.  

His veins ignite with light, the energy slowly gathering in his hands. 
Seth's eyes widen. The energy bursts out and comes straight for him. 

SLOW MO

Seth puts out his hands, energy just barely managing to build slightly 
in them just before the blast hits him. 

BACK TO SCENE

There is a huge explosion on the roof, not of fire, or of smoke, only 
light. 

Flinn looks on with a smile on his face, breathing heavy. 

Seth is still falling backwards, the blast rocketing him high and far. He 
lands on the ground with a thud, almost motionless. 

He moans and slightly stirs. 

Flinn's eyes widen now, not able to believe he is actually still alive. 
		
		FLINN
	I figured that would have done you in. You are 
	more resourceful than I thought. It doesn't really 
	matter much anymore though. 

He raises his hands above his head, gathering power one final time, 
sparks flying in different directions from the massive shape of light 
forming in his hands. 

Seth, still on the ground, opens his eyes, seeing what is transpiring.  

FLINN'S POV

The lightning and energy crackling in front of his eyes, distorting his 
vision of Seth, lying prone on the floor.

BACK

He puts his hands out in front of him, and reels back his arms ready to 
throw. 

FLINN'S POV

Seth still prone on the ground. There is a sound of air and Seth 
suddenly is GONE. 

BACK

Seth reappears again, even before Flinn can notice, just as Flinn's 
hands are directly out in front of him. 

Seth grabs them and SLAMS them together, the energy colliding with 
itself. 

There is another explosion of light, Seth and Flinn both are BLOWN 
back. 

There is a moment of calm as the dust begins to settle. 

The roof stirs, rocks falling, sounding like it's ready to collapse on 
itself. 

Seth suddenly steps through the fog, clutching his arm, broken and 
bleeding, his right leg dragging limply at his side, his face bloody, near 
death. 

He limps over to Flinn's broken body, somehow even more destroyed 
than his own. 

Flinn, trying to speak, but blood filling his lungs, his death imminent, it 
becomes hard to talk. 
		
		FLINN
	...can't believe...it. ...you are...him. 
		
		SETH
	Tell me where Stephen is. 
		
		FLINN
	...I hate him... I...always have... I only followed 
	him because...because he would kill me...if I 
	didn't...
		
		SETH
	Where is he?
		
		FLINN
	...don't...get outta here...  Run...kid.

He expires with his last breath. 

Seth runs from the rooftop as fast as his leg will let him, and jumps 
back down through the hole in the roof made earlier. 

INT.    52ND FLOOR-SHADOW HQ

Seth enters to find Lisa standing, waiting. 

He walks up to her. They exchange a look and appear as though they 
are going to speak but, suddenly, the entire building begins to shake. 

Seth grabs Lisa by the hand and they bolt for the door. 
			
			CUT TO:

INT.    STAIRWELL

They come into the stairwell, the entire place still shaking like crazy, 
looking as though it's about to cave in on itself. Dust falling from 
newfound cracks in the foundation, the walls vibrating. 

There is a huge cracking sound, breaking. Seth looks up and sees that 
the ceiling is beginning to falter, ready to give in. 

He grabs Lisa in his arms and somersaults over the railing, just like 
Flinn did at the beginning. Just as he leaps the roof gives way, 
collapsing, CHASING them. 

Lisa screams as they PLUMMET all those stories, flights of staircases 
WHIPPING by them, Seth completely focused. 

At the last second he TWISTS, landing firmly with his feet on the 
ground. The roof, now a roof no longer, right above them. 

INT.     SHADOW HQ-MAIN AREA

He takes off as soon as he lands, heading for the door. 

As he runs he passes by many shadow bodies and Michael's sword. 
But he does not unfocus from the task at hand. 

The rubble that's collapsing from above is ready to touch the top of his 
head just as they reach the front of the door. 

SLOW MO

They BLAST through the doorway just as everything comes down 
around them, dust and rubble encompassing them. 

BACK TO SCENE

BEAT

EXT.    SHADOW HQ RUBBLE

All is calm and silent as the dust begins to settle. They are both 
covered in rubble, they do not move. 

BEAT

Finally Seth stirs, a piece of rock falling off his back. A few more pieces 
begin to fall. 

Now it can be seen that Seth is stooped over Lisa, on all fours, 
protecting her from the building collapse. 

He rolls over in pain, but she remains almost unharmed. She checks his 
injuries. 

Suddenly we hear CLAPPING, slow, repetitive, coming from some 
unseen force. 
		
		STEPHEN(O.S.)
	Bravo. Bra-fucking-vo. 

Lisa looks around, puzzled by the lack of visual. 

Suddenly Stephen steps through the dust, still clapping, looking fresh 
and clean as always. 
		
		LISA
	Stephen!
		
		STEPHEN
	Well duh. Who else would bring down his own 
	home. 
		
		SETH
	You brought it down? Why?
		
		STEPHEN
	Well, to crush you of course. But, just as always, 
	you prove to be slightly more resourceful than I 
	thought. 

As he is walking along the rubble he sees Flinn's body amidst it all. He 
kicks the hand extended out. 
		
		STEPHEN
	Pitiful. 
		
		SETH
	What more could you possibly want from us?
		
		STEPHEN
	Exactly the same as I wanted from you before: 
	For you to die you little shit. 
		
		SETH
	No. I won't let you. 

Seth struggles to get to his feet, he finally does, pain on his face. 
		
		STEPHEN
	Oh really?
		
		SETH
	Yes.
		
		STEPHEN
	I have no doubt you would put up one hell of a 
	fight, especially after seeing what you did to poor 
	old Flinn back there. If you were in good health 
	that is. And by the looks of things you aren't in 
	good health at all. How are you even standing?
		
		SETH
	I am the chosen Shadow, that's how. 
		
		STEPHEN
	You know, I am getting real sick and fucking tired 
	of hearing all this crap about the chosen 
	Shadow. If anyone I'M the chosen Shadow. I'm 
	the one with the royal bloodline and the 
	possibility of becoming this fairytale you speak of. 
	Me. Not you. 
		
		SETH
	You're wrong. I know that now. 
		
		STEPHEN
	Chosen one or not no one could beat me in your 
	present state. 
		
		LISA
	Seth, he's right. You can't win this. Let's get out 
	of here! Now! 

Seth shoots his head to the direction Lisa screamed. His eyes widen 
instantly, he screams an obscenity just as he grabs Lisa again and 
takes off running, instantly disappearing from sight with his incredible 
speed, leaving only a cloud of dust behind him. And Stephen who 
stands still, perplexed. 

Stephen exhales, quite surprised by his actions. 
		
		STEPHEN
	Kids. 

And with the single word he takes off after them, using an even more 
incredible speed than they did. 

ON THE MOVE THROUGH TOWN

Seth has Lisa by the hand again, almost dragging her behind him from 
the speed without knowing. He sees that she is in distress and cups 
her in his arms as he continues to run at these great speeds. 

They are running so fast that they are the only things that are actually 
in focus, the buildings and the town itself WHIZZING by so incredibly 
fast they actually BLUR. 

Seth takes a glance behind him and sees Michael come into view, 
waving gingerly. 

Seth takes a move and LEAPS, leaps incredibly high, onto the rooftop 
of one of the smaller buildings in hopes of losing Stephen in the 
confusion. He takes another glance back- Stephen has followed. 

He continues with his plan anyway-Running now along the rooftops, 
jumping incredibly from one to the other in amazing feat after amazing 
feat. 

Stephen tracks them with no problem at all. 

Down the horizon the image has become clear, not cluttered with all 
the buildings and the rest of the town, only open space to roam on-
Which also means no more buildings to pounce off of. 
		
		LISA
	Seth! We're running outta road!
		
		SETH
	I know!
		
		LISA
	Ohhhh! I hope you're not planning to do what I 
	think you are!
		
		SETH
	Well, we sure are gonna try!

He hits the last of the buildings, finally reaching the final rooftop. 

He takes one great final leap off the edge, the only thing separating 
him from the ground being a few thousand feet. A cloud of dust erupts 
from the rooftop as he leaps, straightening his body in the air. 

He begins to plummet towards the Earth, still with his body straight. 
And suddenly his feet light up inside his boots, releasing the energy. 

His body shoots upward, gaining altitude, gaining speed as well. 

Lisa screams and hides her eyes but quickly relaxes as she sees that 
he actually IS FLYING. They both smile-but Seth suddenly remembers, 
ditches the smile and looks behind him. 

Stephen leaping off the edge already in flight as well. Seth cries out in 
anger. 

The energy suddenly BLASTS from beneath Stephen's boots and he 
quickly gains incredible speed. 
		
		LISA
	SETH!

Seth does all he can to pick up the slack, he focuses further and blasts 
out the energy from his toes. He picks up incredible speed, Stephen 
fades into the disappearing horizon. 
		
		SETH
	He'll never catch up with us now. 

And suddenly he's there, directly in front of them, with his arms 
crossed as though he were waiting, just floating there patiently. 
		
		STEPHEN
	Hi guys. 

Seth does all he can to put on the brakes and keep from hitting 
Stephen going who knows how fast. 
		
		SETH
	Shit!

He turns around instantly and takes off down the other direction, 
heading back for town. Stephen waits for a few more seconds again 
before finally giving chase. 

INT.    ROOF/CHAPEL-NIGHT

Seth lands with ease onto his old stomping grounds and motions for 
Lisa to go over to the corner and hide. 

Stephen lands shortly there-after. 
		
		STEPHEN
	Ready now?
		
		LISA
	Seth. You can't beat him. 
		
		SETH
	What do you want me to do then? Give up?
		
		LISA
	You certainly don't have any hope of beating 
	him. 
		
		SETH
	I know. But I have to try. There isn't anyone left. 
		
		MICHAEL(O.S.)
	There is one left. 

Michael suddenly steps from the Shadows, and stands next to Seth, 
who's about ready to collapse. 
		
		STEPHEN
	Oh, for fuck's sake. You again? I'm gettin' real 
	tired of you showin' up like this. You didn't help 
	last time, what makes you think you will this 
	time?
		
		MICHAEL
	This isn't last time. 
		
		STEPHEN
	No, but it sure will end like it. 

Michael charges, he tries a clothesline-like move with his fist, which 
Stephen easily ducks. 

Stephen spins back with an elbow to the back of the head, Michael 
staggers. He throws two kicks easily blocked by Stephen. He spins 
around underneath with his other leg to go for a trip but Stephen does 
a backflip before it can make contact. 

He lands and kicks him in the mouth, hard. Michael is hurt. 

He kicks again, this time in the stomach. He is reeled backwards. 

A kick to the knee causes them to buckle, he sits prone on his knees. 
Stephen side kicks him in the back of the head. He goes down with 
force into the dirt ground, struggling to breathe. Stephen turns and 
talks to Seth, rather at him. 
		
		STEPHEN
	You followed under that piece of trash? If he's 
	the teacher, how good could you possibly be? 

Michael gets his bearings back and rushes at Stephen again. 

Somehow he knows he is coming and raises his hand, palm out. 

Michael is stopped by the hand, placed right on his stomach. 

BEAT
		
		STEPHEN
	Who's gonna save YOU?

A blast suddenly erupts from his hand. Extreme light in the air. 
Extreme pain on his face. The blast pierces all the way through his 
stomach, shooting out through his back. 

Michael's body hurtles backwards, landing at the feet of Seth and 
Lisa. 
		
		SETH
	Michael!

He rushes to his side and supports his head, blood still coming from 
wounds from his own face. 
		
		MICHAEL
	Damn it. I screwed up. 
		
		SETH
	No. You did fine. 
		
		MICHAEL
	I actually thought I could hurt him. What a fool. 

Pain rushes through his body. 
		
		SETH
	Quit talking. 
		
		MICHAEL
	No. Listen, you have to fight him. 
		
		SETH
	But I-I can't even...
		
		MICHAEL
	You have to win. 
		
		SETH
	I can't. 
		
		MICHAEL
	Shut up. He doesn't know yet what you're 
	capable. Not like I do. 
		
		SETH
	But you taught me. If you can't win how could I 
	possibly...?
		
		MICHAEL
	I only made you remember. You knew how to 
	fight before I found you. Finish him off for me. 
	And for the rest of us. 
		
		SETH
	You can help me. All you have to do is...
		
		MICHAEL
	No. Just...to quote a friend...get him...for me. And 
	for the rest. 

Michael's final breath leaves him as he speaks the words. Lisa breaks 
out in tears behind him. Seth lowers his head onto his chest, sobbing 
as well. 
		
		STEPHEN
	Oops. Looks like we've had a little accident. Well, 
	it was only a matter of time really. 
		
		SETH
	Shut up. 
		
		STEPHEN
	Are you crying? And you call yourself a Shadow. 
		
		SETH
	You talk too much. Shut up. 

Seth lifts his head. Tears in his eyes but anger on his face, his brow 
coming to a point at the area above the center of his nose. 

He gently puts down Michael's head onto the dirt, and stands up with 
ease. Lightning in his eyes, his fists clenched. 

Sparks of electricity suddenly begin to shoot off of him. The air around 
him growing thick and wavy, like gas. His fists filled with a light coming 
from within. 
		
		LISA
	Seth?

Seth's eyes narrow. His back suddenly arching from an amazing 
unseen force inside of him. His muscles tighten and flex, suddenly alive 
with new power. 

Energy and light rush through his body, suddenly the energy SHOOTS 
out of him, suddenly becoming a flowing aura around him. 

The ground beneath him CRACKS and BREAKS, he falls deeper into the 
ground, the support from Earth itself giving way. 

Pieces of rubble and debris start to slowly rise from the ground. Every 
piece floating suddenly explodes. 

His hair rises on its ends, as if trying to escape from his power. 

Stephen's eyes widen in terror, unable to believe what he's seeing. 

Somehow his strength has returned, and now a new anger boils inside 
of him. 

He sums up enough courage to speak. 
		
		STEPHEN
	Come on then. 

Seth charges with unbelievable speed. The light encompassing him 
now trailing behind, trying to catch up. 

He lands a hard right punch to the jaw of Stephen, who flies 
backwards. Seth takes off as well, actually getting ahead of Stephen. 
When they meet Seth launches a devastating knee into the back of 
the oncoming Stephen. His body snaps from impact, in extreme pain. 

He lands on the ground clutching his ribs, blood from his mouth. 
		
		STEPHEN
	Alright. Resourceful to the end. Which is very very 
	soon. 

Darkness suddenly erupts from his own body, much the same way 
Seth did earlier, except his being darkness, not light. 

Stephen now charges Seth, a kick landing in his gut with incredible 
force. 

SLOW MO

Spit flying from Seth's mouth, pain on it afterwards. 

BACK TO SCENE

He flies backwards to the ground, landing amidst the rubble. 

He clutches two large pieces of debris, his fingers CLAWING into them 
enough for him to get a firm hold. 

He gets up quickly 

SLOW MO

He punches with his right, still clutching the rock. It lands across the 
face of Stephen, crumbling it into dust. 

He punches with the right. Same results. 

BACK TO SCENE

Stephen staggers back, blood coming from all different places on his 
face. 

Seth takes advantage of his opportunity. He rushes and releases a 
myriad of blows to the stomach at an awesome speed, selecting 
different parts of his upper body and face randomly. 

Finally a jumping roundhouse kick to the face sends Stephen flying into 
the rubble. 

He kicks his legs out above his head, flipping to get to his feet. He 
charges at seth. 

He punches for the head, but Seth dodges. Seth kicks, but Stephen 
blocks it. Another kick by Seth sending Stephen into the rubble pile. 

Seth comes shortly after. He stands above Stephen and begins to 
punch furiously into his chest again. 

SLOW MO

Punch after punch into the stomach. The ground beneath him begins 
to crumble from the repeated force. Tears flow from Seth's eyes, still 
fighting on anger. 

BACK TO SCENE

Stephen becomes aware again. He throws his hands outward, a small 
ball of power forcing its way out. 

It connects with Seth in the chest. His assault is immeaditely halted 
and he goes flying through the air. 

He lands hard, his shirt burned through, his chest scorched, his face in 
pain. 
		
		STEPHEN
	Too easy. You're a fucking piece of cattle, you 
	know that? Raised and ripened by the cowboy 
	only to be sent to the slaughter just like his 
	ancestors before him. 

The anger fills Seth again, he gets up quickly and charges at Stephen, 
who is already waiting with his arm extended, energy on the palm, 
facing Seth. 

Before Seth realizes he is face to face with Stephens palm, the energy 
is released. The blast going directly into his face. He flies backwards 
again, his face smoking. 
		
		STEPHEN
	Childish heroics. 

Seth in pain on the ground. 
		
		STEPHEN
	Get up. I'm ready to finish this. 

Seth, almost instinctively, gets up at his words. 

Stephen puts his hands together at the wrists, palms still facing 
towards Seth, who sees what he's planning. A spark of energy 
appears in both. 
		
		STEPHEN
	You don't back down from this one. No running 
	now. It ends here. Dodge this and it will be 
	redirected to the very core of this planet. An 
	incredible explosion will take place, consequently 
	destroying the entire planet. 
		
		SETH
	You wouldn't. 
		
		STEPHEN
	Why not? We were going to do it anyway. Target 
	practice. 

The spark shimmers and begins to grow. 
		
		STEPHEN
	What's it gonna be? Your life? Or your planet? 
	Choose quickly. 

It grows even more, colliding with itself to form one massive shape. 

Seth spreads his feet, plants them firmly. Places his hands together 
the same as Stephen, sparks growing in each. 

ANGLE

Stephen's face. A smile cocking across his lips on one side. 

ANGLE

Seth's face. The extreme focus on his charred face. 

They both cry out in the same instant. The blasts leaving their hands 
the same way. 

The blasts are now streams, no longer just a single ball. They COLLIDE 
at the center, equal distance apart, exploding in power. Light on one 
side, darkness on the other. 

The center shifts going closer to Seth, losing the battle. But it begins 
to force its way back as Seth struggles on, sweat dripping from his 
face, a scream from his mouth. 

It closes in on Stephen, who looks surprised but forces it back to the 
very center, pushing every ounce of energy though his own two 
hands. 

ANGLE

On Stephen's face as he pushes with his entire being, moving in on 
Seth. 

Seth's stream shortens, losing the struggle again. 

ANGLE

Seth's face in pain, his arms closer to his body, struggling even just to 
keep them extended. 

The center of blasts grows, filling with darkness and light. It closes in 
on Seth even more, his own stream only a few inches out from his 
hands. The energy begins to spill over onto Seth, ready to overtake 
him. 
		
		STEPHEN
	ONLY CATTLE! IT ENDS RIGHT NOW!

He pushes with his might again, this time it is too much for Seth to 
handle, his own light stream disappears and the darkness 
encompasses him. 

It continues POUNDING on him, his clothes RIPPING to shreds, a 
scream of agony as he is being RIPPED APART by this power. He 
pushes it out one final time, an enormous ball rushing through the 
interior of the stream, quickly colliding with Seth, EXPLODING instantly. 

Finally Stephen shuts it off. Seth still stands, completely OBLITERATED, 
he falls limply to the floor. Lisa rushes to his side. She tries to comfort 
him. 
		
		LISA
	Not you too. You can't die. You can't. 
		
		SETH
	Don't think...I have much...of a choice. 

Stephen begins to casually stroll away. He sits on a piece of rubble 
and watches the two, waiting for Seth to finally expire, thinking he has 
won. 
		
		LISA
	No you can't. There's one more thing. 
		
		SETH
	One more what?
		
		LISA
	There is still a memory you haven't found. Michael 
	waited. He tried to make it come naturally. 
		
		SETH
	What...is it?
		
		LISA
	The greatest one of all. 
		
		SETH
	Tell...me.
		
		LISA
	I'm the reason you left the Shadow command. 
	They wouldn't allow it, they hated you being with 
	a human, they thought it made you weak. So you 
	revolted. They revolted back, tagging you a 
	traitor. But you fought them and you won. And 
	your power continued to grow until no one could 
	hurt you. I'm the reason for your true power. I 
	love you. And you love me. 

Suddenly, images flash into his minds eye. He sees Lisa and him 
kissing. A confrontation with Stephen about their affair. Seth battling 
them like he never has before. 

In the real world, his breathing becomes steady, he clams down. 
		
		LISA
	Seth?

But he doesn't answer.
		
		LISA
	Seth?!

His eyes suddenly pop open, complete calm on his face. 

She understands, he has come back. 
		
		LISA
	Now get the fuck up. 

He sits up at her command, and gets to his feet. 

Stephen finally sees what has happened and charges at Seth, 
throwing blow after blow. 

But Seth seemingly PHASES out, becoming a true shadow, but not 
quite, a shadow filled with light. Stephen swings and punches as fast 
as he can, but every time he does he merely PASSES THROUGH Seth. 
He has become a complete shadow now, in every sense of the word. 

He throws a single punch at Stephen who HURTLES backwards an 
incredible distance before CRASHING into the rubble. 

He gets up quickly, places his palms together at the wrists again, 
energy building in them quickly. He fires a massive energy without 
warning. 

Seth waits. He does not move. 

He waits as the energy stream passes through the air coming closer to 
him at alarming speeds, but still he WAITS. 

Until it is only a foot away. He THROWS his arms back, energy already 
building in them, and then forward at an unGodly speed and fires his 
own blast. 

At first Stephen's looks like it has already begun to overtake him. He 
laughs like a madman, joyous at the sight. 

But Seth, almost without effort, pushes the energy farther, incredibly 
close to Stephen now. He has a face of pain and worry. 

He struggles as hard as he can to push it out again, almost overtaking 
Seth again. 

Seth cocks his head, looks at the energy in front of him, and lowers 
one of his arms. 

Stephen gasps. 

WIDE SHOT

Seth standing up straight with his single arm holding all that energy in 
place. 

Stephen completely leaning into the blast, knees shaking, struggling to 
try and win. 

BACK TO SCENE
		
		SETH
	YOU'RE RIGHT. IT ENDS NOW!

And with one final PUSH of the energy, the center FLIES toward 
Stephen faster than any time prior, and overtakes him completely. 

His own dark figure almost DISAPPEARING in the light. His clothes 
being TORN APART, his face stretching from the force. He screams in 
AGONY.

STEPHEN'S POV

Seth, still with only one arm raised, the incredible strength FLOWING in 
bursts from out of his palms, straight towards us, taking slow, CALM, 
steps, one foot in front of the other, pushing the energy on us even 
more. 

He takes one last step and gives one last push with one last scream 
before Stephen is completely RIPPED APART and disappears into the 
light. 

As soon as he does Seth shuts off the blast. He has won at last. 

The dust begins to settle and Lisa rushes towards Seth, throwing her 
arms around him. 

They embrace and he pushes her away to speak. 
		
		SETH
	Thank you for reminding me of my greatest 
	memory. 
		
		LISA
	I wanted to tell you for so long. 
			
			DISSOLVE TO:

INT.     NEW HOPE-DAY

The image is several months later. Seth has a hard hat on and is 
directing a construction crew, which are repairing the buildings and the 
town. It's finally day again. 

In front of the one where Seth stands is a memorial with the graves 
and headstones of Kellie, Will, and the others. Michael's being the 
biggest and best, front and center. 

The construction crew roars just behind it, but somehow Lisa's voice 
can be heard over it. 
		
		LISA(O.S.)
	(shouting)
	Seth! 
		
		SETH
	(shouting over crew)
	Yeah?

Lisa rushes to his side, looking full of life and happy. But most 
noticeably her stomach poking out extremely far, several months 
pregnant. 

She holds in her hand what looks to be design specs. 

They can no longer be heard talking but Lisa soon smiles and they kiss 
warmly. Seth then leans down and kisses her stomach. They hug each 
other again. 

One final look at the tombstone on Michael, reading the inscription: 
EARTH'S GREATEST HERO.
			
			FADE TO BLACK:

THE END

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