Fantastic Four


                                          by

                            Mark Frost and Michael France
 

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





















                                                           Shooting Script
               



               FADE IN:

               CLOSE ON A MASSIVE STEEL HEAD

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

               EXT. STREET/VON DOOM INDUSTRIES TOWER - DAY

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

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

               Ben glances at Reed, who looks a little nervous.

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

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

               INT. VON DOOM INDUSTRIES TOWER - DAY

               They move past the statue, into the sprawling atrium.

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

                                   BEN
                         You'd never know it.

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

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

                                   BEN (CONT'D)
                         Jesus.  That too?

               They reach three stern RECEPTIONISTS.

                                   REED
                         Reed Richards and Ben Grimm to see --

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

                                   FEMALE RECEPTIONIST
                         Executive elevator, top floor.

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

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

               INT. VON DOOM INDUSTRIES TOWER - OFFICE - DAY

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

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

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

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

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

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

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

                                   SHADOWED FIGURE
                         Turn it off.  Please.

               The figure's DEEP VOICE pierces the darkness.

                                   REED
                         But I haven't fully explained my --

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

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

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

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

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

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

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

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

               Ben gets close to Reed, turning toward the door.

                                   BEN
                         I can't take this.

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

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

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

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

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

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

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

                                   SUE
                         Ben, it's been too long.

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

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

                                   SUE
                         Never better.

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

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

                                   REED
                         Not at all.

                                   SUE
                         Ancient history.

               Victor smiles, eyeing Sue.

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

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

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

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

                                   BEN
                         What about his first born?

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

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

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

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

                                   VICTOR (CONT'D)
                         Deal...?

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

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

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

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

                                   REED
                         Hilarious.

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

               INT. VICTOR'S OFFICE - MOMENTS LATER - DAY

               Director of Communications LEONARD enters, checking files.

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

                                   LEONARD
                         And if he's not...?

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

               INT. VON DOOM INDUSTRIES TOWER - ELEVATOR - MOMENTS LATER

               Reed and Ben step into the elevator.

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

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

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

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

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

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

               INT. VON DOOM INDUSTRIES STAIRCASE - CONTINUOUS

                                   SUE
                         You sure about this, Reed?

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

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

                                   SUE
                         I was talking about us.  Working
                         together.

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

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

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

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

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

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

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

                                   REED
                         I, uh, think I remember the number.

                                   SUE
                         It's been changed.

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

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

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

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

               EXT. LAKE LAUNCH FACILITY - DAY

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

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

               EXT. GANTRY OVERLOOK - DAY

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

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

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

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

                                   REED
                         Youthful high spirits.

               They walk toward the base of the scaffolding.

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

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

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

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

                                   BEN
                         Five times.

                                   REED
                         I had it at four.

                                   BEN
                         This makes five.

               INT. LAKE LAUNCH FACILITY LOCKER ROOM - NIGHT

               Reed and Ben unpack gear into lockers.  Suddenly --

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

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

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

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

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

                                   SUE
                         Victor did.

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

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

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

                                   REED
                         Wow.  Fantastic.

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

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

                                   SUE
                         Great minds think alike.

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

               Victor enters, wearing his custom-tailored flightsuit.

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

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

                                   LEONARD
                         They're ready for you, sir.

                                   VICTOR
                         Showtime.

               EXT. LAKE LAUNCH FACILITY - HALLS - NIGHT

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

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

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

                                   LEONARD
                         Then what is it?

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

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

                                   LEONARD
                         Harry Winston sends his regards.

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

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

               EXT. LAKE LAUNCH FACILITY - NIGHT

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

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

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

                                   BEN
                         Isn't that your speech?

                                   REED
                         He's made a few changes.

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

                                   REED
                         Victor's better at these things.

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

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

                                   BEN
                         I'll be watching over you.

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

               Ben looks at the little ENGAGEMENT RING on her finger.

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

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

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

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

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

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

               VICTOR ON STAGE

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

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

               Ben and Reed hear the speech.  Ben bristles.

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

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

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

               The red cloud of cosmic rays wash over the Earth.

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

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

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

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

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

               EXT. DEEP SPACE - SAME

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

               INT. SPACE STATION - COMMAND CENTER - SAME

               Victor and Sue lead the others into the command center.

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

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

               Reed is focused on THE EARTH.

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

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

                                   REED
                         Yes.  Yes it is.

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

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

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

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

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

               Victor glances at a camera mounted into the console.

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

                                   BEN
                         Is it safe?

                                   REED
                         The shields on the station should
                         protect us.

                                   BEN
                         Should?

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

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

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

               Victor keeps his eyes on Ben.

                                   VICTOR
                         So you still do all the heavy lifting?

               Victor gives a friendly smile, patting Reed.

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

               Reed doesn't defend himself.  Ben steps up.

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

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

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

                                   REED
                         Sure.

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

               INT. SPACE STATION - AIR LOCK - LATER

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

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

                                   BEN
                         'Course not.  Strictly business.

                                   JOHNNY
                         Yeah, well, his eyes say different.

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

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

                                   BEN
                         Put your tiny little mind at ease.

                                   JOHNNY
                         Don't you wander off, boy.

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

               INT. SPACE STATION - OBSERVATION DECK - SAME TIME

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

                                   VICTOR
                         Surprised I agreed to Reed's proposal?

                                   SUE
                         I understand the business reasons.

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

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

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

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

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

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

               INT. SPACE STATION - NEARBY CORRIDOR - SAME TIME

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

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

               INT. SPACE STATION - OBSERVATION DECK - SAME TIME

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

                                   VICTOR
                         You've been with me two years now.

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

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

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

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

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

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

                                   REED
                         The cloud is accelerating!

               Victor quickly puts the ring back in his pocket.

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

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

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

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

                                   REED
                         Ben's still out there --

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

               EXT. SPACE STATION - MOMENTS LATER

               Ben is carefully arranging SAMPLE BOXES OF PLANTS.

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

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

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

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

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

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

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

               INT. SPACE STATION - COMMAND CENTER - SAME TIME

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

                                   AUTOMATED VOICE
                         Event threshold in two minutes.

               INT. SPACE STATION - AIRLOCK DOOR - SAME TIME

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

                                   REED
                         Come on, Ben, come on...

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

               EXT. OUTER SPACE - MOMENTS LATER

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

               INT. SPACE STATION - AIRLOCK DOOR - SAME TIME

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

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

               Sue watches the monitor, also helpless.

                                   SUE
                         Johnny... Reed...

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

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

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

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

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

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

                                   SUE
                         What are you doing?

                                   VICTOR
                         Raising the shields.

                                   SUE
                         You can't leave them out there.

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

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

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

                                   SUE
                         I can try.

               With one final glare, she bolts from the room.

               INT. SPACE STATION - AIRLOCK DOOR - SAME TIME

               Reed bites his lip.  Thinks.  He decides.

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

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

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

               INT. SPACE STATION COMMAND CENTER - DAY

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

                                   AUTOMATED VOICE
                         Event threshold in thirty seconds.

               INT. SPACE STATION - CORRIDOR - SAME TIME

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

               EXT. SPACE STATION AIR LOCK - DAY

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

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

               INT. SPACE STATION AIR LOCK/COMMAND CENTER - DAY

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

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

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

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

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

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

               INT. SPACE STATION - AIR LOCK - SAME TIME

               Sue rounds a corner, sees Reed and Johnny.

                                   SUE
                         Johnny!  Reed!

                                   AUTOMATED VOICE
                         FIVE...FOOOOUUUR...

               SLOW MOTION: Everyone frozen in position as:

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

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

               EXT. SPACE STATION - DAY

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

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

               INT. SPACE STATION COMMAND CENTER - DAY

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

               INT. SPACE STATION AIR LOCK - DAY

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

                                   REED
                         He's not responsive --

                                   JOHNNY
                         Ben!  Ben!

               INT. VON DOOM COMPOUND HOSPITAL ROOM - DAY

               A BLACK SCREEN:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               EXT. VON DOOM COMPOUND - ESTABLISHING - DAY

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

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

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

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

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

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

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

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

                                   VICTOR
                         Accused by who?  My competitors?

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

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

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

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

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

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

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

               Reed mutes the television.

                                   REED
                         How's she doing?

                                   DOCTOR
                         Stable.  Vitals are strong.

               Reed takes the clipboard, looks for himself.

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

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

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

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

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

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

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

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

               INT. VON DOOM COMPOUND HOSPITAL ROOM - DAY

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

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

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

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

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

                                   NURSE
                         You know this is not a ski resort.

                                   JOHNNY
                         Not yet.

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

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

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

                                   NURSE
                         You are trouble.

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

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

                                   SEXY NURSE
                         You're hot!

                                   JOHNNY
                         So are you!

                                   SEXY NURSE
                         I mean, you feel a little feverish.

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

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

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

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

               EXT. VON DOOM COMPOUND HOSPITAL PATIO - DAY

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

                                   BEN
                         How long was I out?

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

                                   BEN
                         Solid.

               Ben can see Reed doesn't look too solid.

                                   BEN (CONT'D)
                         How you doing?

               Reed shakes his head, looking back at his screen.

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

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

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

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

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

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

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

                                   REED
                         Yeah, you and Debbie and perfect --

                                   BEN
                         Reed, I'm not talking about Debbie.

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

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

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

                                   REED
                         He's smart, powerful, successful --

                                   BEN
                         Well maybe you should date him.

               Reed looks at Ben, resigned.

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

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

                                   BEN
                         Do I have to do everything myself?

               INT. HELICOPTER/EXT. MOUNTAIN SUMMIT - DAY

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

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

                                   JOHNNY
                         Me like-y.

                                   SEXY NURSE
                         Stay right.  Left is trouble.

                                   JOHNNY
                         I though we went over this.

                                   SEXY NURSE
                         Last one down springs for room
                         service.

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

               He takes off after her and the chase is on:

               EXT. BLACK DIAMOND RUN - DAY

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

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

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

                                   SEXY NURSE
                         You're on fire!

                                   JOHNNY
                         Not this again --

                                   SEXY NURSE
                         No: You're ON FIRE!

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

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

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

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

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

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

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

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

                                   JOHNNY
                         Care to join me?

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

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

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

                                   VICTOR
                         How's the IPO?

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

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

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

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

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

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

                                   VICTOR
                         And that's a good thing?

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

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

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

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

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

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

               INT. VON DOOM COMPOUND DINING HALL - LATE AFTERNOON

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

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

                                   BEN
                         Wouldn't want to keep Vic waiting.

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

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

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

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

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

               INT. VON DOOM COMPOUND DINING HALL - EVENING

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

                                   BEN
                         Pardon me...

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

                                   REED
                         Are you alright?

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

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

                                   BEN (CONT'D)
                         Really bad shrimp.

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

                                   REED
                         Feeling better?

                                   SUE
                         Yes, thanks.

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

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

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

                                   REED
                         I'm really happy for you and Victor.

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

                                   SUE
                         You're happy for me and Victor.

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

                                   SUE
                         Which was?

                                   REED
                         Passion.

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

                                   REED (CONT'D)
                         For science.

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

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

                                   REED
                         What?  What did I say?

               She looks more disappointed than angry.

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

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

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

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

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

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

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

                                   SUE
                         What?  What do you mean you --

                                   REED
                         Sue...look at your hands.

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

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

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

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

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

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

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

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

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

               INT. VON DOOM COMPOUND - HALLWAY - EARLY EVENING

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

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

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

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

                                   JOHNNY
                         Now what is up with that?

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

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

                                   SUE
                         Apparently I can disappear.

                                   JOHNNY
                         Please tell me you go silent too. 

               Only one thing on Reed's mind --

                                   REED
                         We have to find Ben.

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

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

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

                                   SUE
                         Johnny.

               He does it again.  Flame on, flame off.

                                   SUE (CONT'D)
                         Stop it.

                                   JOHNNY
                         Okay, "mom."

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

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

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

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

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

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

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

                                   BEN
                         LEAVE ME ALONE!!!

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

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

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

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

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

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

                                   JOHNNY
                         Ewwwwwwww.  That is disgusting.

               They hear a tremendous SMASH from inside the room.

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

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

                                   REED
                         ...Ben?

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

                                   JOHNNY
                         What is that thing?

                                   SUE
                         I think that thing is Ben.

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

                                   VICTOR
                         What's going on?

                                   SUE
                         Victor, are you feeling alright?

               He considers, but never shows weakness.  He nods.

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

                                   REED
                         Ben did this.

                                   VICTOR
                         Ben did this?

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

                                   SUE
                         We need to find him.

               Victor redirects his attention to Sue.

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

                                   VICTOR
                             (cold)
                         Just find him.

               Victor strides off, leaving the others.

                                   JOHNNY
                         Anybody know where the big guy's
                         going?

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

                                   REED
                         He's going home.

               EXT. TRAIN YARD - NIGHT

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

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

               EXT. BIG & TALL SHOP - NIGHT

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

               INT. BIG & TALL SHOP - NIGHT

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

               EXT. PAY PHONE - NIGHT

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

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

                                   BEN
                         Hello, Operator?

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

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

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

               He blinks hard.  Sad, dark.

                                   BEN
                         I got a surprise for you too.

               EXT. BROOKLYN HOUSE - NIGHT

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

                                   DEBBIE
                         Ben?

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

                                   DEBBIE
                         Baby, you're scaring me.

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

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

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

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

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

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

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

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

                                   BEN
                         I love you, Deb.

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

               INT. VICTOR'S COMPOUND OFFICE - DAY

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

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

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

                                   VICTOR
                         Front page?

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

               Victor turns to Leonard, disappointed with him.

                                   VICTOR
                         Leonard.  Think bigger.

               EXT. BROOKLYN BRIDGE - DAY

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

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

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

                                   BEN (CONT'D)
                         Perfect.  Thanks.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               EXT. CAB ON HIGHWAY - DAY

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

               EXT. BROOKLYN BRIDGE - DAY

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

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

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

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

                                   COP
                         FREEZE!  PUT THE MAN AND THE SEAT
                         DOWN!

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

               EXT. BROOKLYN BRIDGE - APPROACH - DAY

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

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

                                   JOHNNY
                         Not even Ben deserves that.

               EXT. BROOKLYN BRIDGE - DAY

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

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

               EXT. BROOKLYN BRIDGE - GRIDLOCK - DAY

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

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

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

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

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

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

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

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

                                   BRIDGE COP #2
                         Nobody gets past this point.

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

                                   SUE
                         What?

                                   REED
                             (mutters)
                         We need to get past them.

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

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

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

                                   REED
                         Sue.  Your clothes.  Lose them.

                                   SUE
                         What...?
                             (realizes)
                         Oh.

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

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

                                   JOHNNY
                         This is wrong in so many ways.

                                   REED
                         You've been working out.

                                   SUE
                         Shut up.

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

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

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

                                   REED
                         Uh, Sue?

               She stops ranting.  Realizes she's gone invisible.

                                   SUE (INVISIBLE)
                         Oh.  Well then...

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

                                   JOHNNY
                         I'm gonna need serious therapy.

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

               EXT. BROOKLYN BRIDGE - DAY

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

               EXT. BROOKLYN BRIDGE - ACCIDENT - DAY

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

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

                                   BEN
                         What the --!

                                   REED
                         Ben.  Are you okay?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               EXT. BROOKLYN BRIDGE - DAY

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

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

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

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

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

               INT. VICTOR'S OFFICE - DAY

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

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

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

               EXT./INT. EMERGENCY HOLDING AREA - DAY

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

               INT. EMERGENCY HOLDING AREA - TENT - DAY

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

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

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

                                   CHIEF FIREMAN
                         Too late, son.

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

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

                                   JOHNNY
                         Nice.

               Johnny heads for the exit.

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

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

                                   JOHNNY
                         Okay.  Done thinking.

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

               EXT. EMERGENCY HOLDING AREA - PRESS FIELD - DAY

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

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

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

               Johnny does not hesitate.

                                   JOHNNY
                         That'd be me.

                                   CHIEF FIREMAN
                         No seriously.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   BEN
                         Be nice.

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

               EXT. BANK - DAY

               Establishing shot of a historic New York building.

               INT. BANK - CONFERENCE ROOM - CONTINUOUS

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

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

                                   VICTOR
                         Ned, you know I can turn this around.

               Ned motions to the paper, the picture of BEN.

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

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

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

                                   VICTOR
                             (pointed)
                         I really appreciate all your support.

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

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

               INT. BANK - HALLWAY - DAY

               Victor and Leonard stride out.  Victor is writhing.

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

               Leonard is thinking all business.

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

               Victor considers.  His mind races, eyes narrow.

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

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

               EXT. BAXTER BUILDING - DAY

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

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

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

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

                                   BEN
                         Uh...don't do drugs.

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

               INT. BAXTER BUILDING - LOBBY - DAY

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

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

               He motions to the flashing cameras outside.

                                   REED
                         I'm afraid so...

               He searches for the name.  Sue steps up.

                                   SUE
                         Jimmy.  Good to see you again.

               He smiles at Sue, then at Reed.

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

                                   REED
                         Any visitors while I was away?

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

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

                                   REED
                         We had a tough year.

                                   BEN
                         Yeah, nine years straight.

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

               INT. BAXTER BUILDING - ELEVATOR - DAY

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

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

                                   REED
                         Oh, it is.

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

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

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

                                   BEN
                         I'll take the stairs.

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

               INT. BAXTER BUILDING - ELEVATOR - DAY

               The elevator rises.  Reed roils with guilt.

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

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

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

               Happen to all of them.  Reed nods softly.

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

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

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

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

               DING!  The elevator stops.

               INT. BAXTER BUILDING - ATRIUM - MOMENTS LATER

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

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

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

                                   JOHNNY
                         This place is deluxe.  You got cable?

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

               EXT. BAXTER BUILDING - DAY

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

               INT. SUE'S ROOM - DAY

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

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

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

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

               She notices the scar on his head.

                                   SUE
                         Victor, your scar --

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               INT. BAXTER BUILDING - HALL - DAY

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

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

               Victor suddenly WHEELS on Reed.  Lights flicker.

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

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

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

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

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

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

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

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

                                   VICTOR
                         No problem, Ben.

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

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

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

               INT. BAXTER BUILDING - ELEVATOR - DAY

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

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

               INT. BAXTER BUILDING LABS - DAY

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

                                   BEN
                         You got a chisel round here?

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

               Ben looks to Sue for translation.

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

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

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

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

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

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

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

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

                                   REED
                         Okay, this might smart a little.

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

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

               INT. BAXTER BUILDING LABS - DAY

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

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

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

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

                                   REED
                         Back it down, Johnny!

                                   JOHNNY
                         I can go hotter!

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

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

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

                                   JOHNNY
                         Sweet.

                                   SUE
                         That's the temperature of the sun.

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

                                   JOHNNY
                         Gotcha.  Okay.  Supernova bad.

               Reed looks at the control panels.

                                   SUE
                         He cooked the equipment.

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

               INT. BAXTER BUILDING - LAB - DAY

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

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

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

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

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

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

               INT. BAXTER BUILDING - LAB - DAY

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

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

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

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

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

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

               INT. BAXTER BUILDING LAB - DAY

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

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

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

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

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

               He nods, rolls down his sleeves.

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

               She considers.  A little vulnerable.

                                   SUE
                         I've had some headaches.  Migraines.

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

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

                                   SUE
                         Excuse me?

               She is annoyed.  Reed is oblivious.

                                   REED
                         I'm saying, if you had a little more