marvel's runaways 2 (first draft)

8/15/2019 Marvel's Runaways 2 (First Draft)

http://slidepdf.com/reader/full/marvels-runaways-2-first-draft 1/103

MARVEL'S RUNAWAYS 2

Written by

Gerald Prophete

Based on the MARVEL Comics Series, RUNAWAYScreated by Brian K. Vaughn and Adrian Alphona.

This is a Fan Script. I do NOT own any of theappearing characters. All rights belong to Marvel

Comics.



Over a Black Screen, we HEAR:

VOICE: (O.S.)If you could have one superpower,what would it be?

INT. VICTOR'S ROOM, MANCHA RESIDENCE - CONTINUOUS

CLOSE UP VIEW of VICTOR MANCHA -- a well dressed andathletic 16 year old. Contemporary posters, comic books,action figures, and video games are spread about his room.

His overweight, thuggish friend, JORGE (16), looks at him,waiting for an answer.

Victor is still contemplating.

JORGE:Well?

VICTOR:I'm still thinking. Gimme a second.

JORGE:No brainer for me. Time Travel.

VICTOR:confused( )

Time Travel?

JORGE:Hell Yeah. You do something wrong,you have an instant do over at yourfingertips. Y'know how easy it'd beto win the Powerball if you alreadyhad the winning numbers?

VICTOR:Haven't you learned anything from themovies? Never mess with the timeline.You only end up making things worse.

JORGE:Come on, Vic, you know me. I'll besmart about it.

VICTOR:(flipping throughhis comic book)

You're a lot of things, Jorge. Butsmart ain't one of 'em.

(CONTINUED)



Jorge throws something at him.

JORGE:Alright smartass, what would youpick?

VICTOR:Hmmm. Probably Intuitive Aptitude.

JORGE:confused( )

What?

VICTOR:Intuitive Aptitude -- the ability toinstantly learn any skill or concept.All you would have to do is look atsomething once and you could do itlike you've been doing it for years.

JORGE:Alright, but here's the bigquestion -- hero or villain?

VICTOR:Obviously hero. You would think aboutbeing a villain?

JORGE:Everybody loves the bad guy,

Vic. They're cool, they got all thepower, they get all the girls...

VICTOR:They get stopped by the good guysevery single time.

JORGE:Not me. If I was a bad guy, I wouldbe a shape shifter. There'd be like0% chance of me getting caught,homes.

VICTOR:What're we even talking about? How'dwe get on this topic?

JORGE:Those stupid comic books you read alltime. What else?

(CONTINUED)

CONTINUED:2.



VICTOR:Just think about it -- a World withsuperheroes and supervillains. It'dbe dangerous, but it'd be excitingtoo.

JORGE:That would be pretty dope. Butnothing exciting ever happens outhere.

EXT. DOWNTOWN LOS ANGELES - NIGHT

THE THIRD BANK OF CALIFORNIA. We see a HUGE hole in the wallwith smoke pouring out of it.

The Bank's alarm is BLARING.

EXT. STREETS, LOS ANGELES - NIGHT

Three MEN running. ROBBERS. One of them is carrying a sackof money. We don't know why they're running, but we can seethey're in peril of their lives.

The Robber carrying the money trips and falls. He goes backfor the money, but the other Robber goes back for him. TheThird Robber runs off and leaves them both.

ROBBER: #1Forget the money, man! Come on!

Just as they get up --

BLAM!!!

One Robber is shot in the back! The other turns to run andgets PUNCHED in the face and knocked down to the floor.

Two MEN dressed in Black MONK CLOTHING approach them. Facesconcealed by the darkness.

Two more of them approach carrying the third Robber that gotaway.

One of the Monks pulls out a gun and SHOOTS that Robber INTHE HEAD!

And then there was ONE. He looks up at the 4 intimidatingMen that surround him.

(CONTINUED)

CONTINUED: (2)3.



ROBBER: #1 (cont'd)Who are you?! What do you want?!

The Four of them raise their GUNS. One SPEAKS:

MONK:We are the Peacekeepers. Ourintentions should be obvious.

MAN: #1Why?

MONK:"For I, The LORD, love justice. Ihate robbery and wrongdoing." Isiah61:8.

BLAM! BLAM! BLAM! BLAM!

The Man falls dead along with the other two.

The Monks leave and vanish into the night. Their job isdone.

EXT. HOUSE, LOS ANGELES - NIGHT

There are FOUR FIGURES dressed in Black MONK CLOTHING withtheir backs to us. After a couple seconds, they finally moveacross the street to a house that comes into our view.

INT. HOUSE, LOS ANGELES - CONTINUOUS

These Figures KNOCK down the door and storm into the houseand see The GOVERNOR of LOS ANGELES on the couch foolingaround with a WOMAN THAT IS NOT HIS WIFE.

One of the Figures motions for the Woman to leave. She'smore than happy to oblige and quickly gets away.

GOVERNOR:What is the meaning of this?

One of the Figures SPEAK:

MONK:Seize him.

The other 3 GRAB the Governor and hold him down.

(CONTINUED)

CONTINUED:4.



GOVERNOR:Get your damn hands offa me! I'llhave you all thrown in jail! I'llmake sure they throw away the key!

MONK:Governor Malcolm Spencer. You havebroken the law of the Gods. Guilty ofAdultery, Embezzlement, and attemptedmurder.

GOVERNOR:Who the hell do you think you are?!

MONK:Justice.

Another Monk sheathes a large DAGGER.

MONK #2:"For he who does wrong, will receivethe consequences of the wrong forwhich he has done." Colossians 3:25.

I/E. BAR, LOS ANGELES - CONTINUOUS

These same Monks are seen throwing PEOPLE out of a BAR.

Inside, they are SMASHING all the bottles of liquor they can

get their hands on. Not to mention turning over tables andstools. Just making a mess of the place.

Once they're done, they all pile out of the Bar, but notbefore one MONK sets the entire establishment ABLAZE.

MONK:"And the Lord spake, thou shallabstain from wine and strong drink."

They walk away as the flames overtake the Bar. Smoke fillsthe night sky.

FADE OUT

FADE IN:

EXT. BURNING BUILDING - CONTINUOUS

A BURNING APARTMENT BUILDING surrounded by Fire Trucks,Ambulances, and Police Cars. The Fire is too much tocontain. It's burning wildly out of control.

(CONTINUED)

CONTINUED:5.



There's a crowd of PEOPLE outside -- seemingly those thathave been rescued. More are inside.

A MOTHER is brought out by two FIREMEN. She tries to getback inside, imploring with the Firemen.

MOTHER:Let me go! My baby's in there!Please, you have to let me go back --

FIREMEN:I'm sorry, Miss, but we can't let youback in there.

The Woman continues to struggle, but they are all blinded bya FLASHING LIGHT.

Above the crowd of people --

A GIANT LEAPFROG descends in the middle of street.

The Hatch opens --

NICO MINORU, KAROLINA DEAN, MOLLY HAYES, GERTRUDE YORKES,and CHASE STEIN!

THE RUNAWAYS HAVE ARRIVED ON THE SCENE!

GERT:So much for keeping a low profile.

NICO:Alright, here's how we're gonna dothis -- Karolina, I need force fieldson the people in the upper levels.

KAROLINA:On it.

Karolina GLOWS with her COSMIC ALIEN POWER. Her skinRADIATES in all the COLORS OF THE RAINBOW.

The people looking around are amazed as she flies towards

the burning building.

NICO:Molly, the Leapfrog scan of thebuilding showed some people still inthe lower levels. The front doorisn't an option, so I need you tomake an alternate exit.

(CONTINUED)

CONTINUED:6.



MOLLY:Leave it to me!

Molly runs off as well.

NICO:Gert, Chase, when Molly makes theexit, I need you to help the peopleget out safely. 3 floors max.Anything further, turn back. You'llbe risking your own lives at thatpoint. Let Karolina deal with them.

CHASE:No prob.

GERT:What about you?

NICO:I'm gonna talk to the fire.

Nico walks up to the burning building, but gets held back bya Fireman.

FIREMEN:Hey kid, what do you think you'redoing?

NICO:

You're gonna wanna take a few stepsback.

The Firemen and other people stand back as Nico's hairFLUTTERS with MYSTIC FORCE...

The GLOWING STAFF OF ONE grows out of her chest. She pullsit out and aims it at the burning building. The tip of herStaff GLOWS Red and she turns her focus to the fire.

NICO: (cont'd)BACK-DRAFT.

The Staff of One GLOWS and starts PULLING THE FIRE from thebuilding as Nico collects it in her Staff.

We see Karolina flying up to the lower levels of thebuilding, BLASTING her way in.

CONTINUED: (2)7.



INT. SMOKY ROOM - CONTINUOUS

Karolina sifts through the smoke and notices a closedcloset. She opens it and sees two CHILDREN holding on toeach other.

KAROLINA:It's alright, I'm here to help.


Molly runs around to the side of the building and with justa single punch, she CRACKS THE WALL. She takes a HUGE chunkout and tosses it away.

Cats, Dogs, and some other PEOPLE scurry out of thebuilding.

Chase and Gert then make their way inside the burningbuilding.

INT. HALLWAY, BURNING BUILDING - CONTINUOUS

Following Chase and Gert as they run up the stairs and cometo a Hallway.

Flames are everywhere. The place is coming apart.

CHASE:We'll each take a room! Go!

Chase goes left. Gert goes right.

Chase looks in a couple rooms. A middle aged MAN and aCOUPLE come out.

GERT: (O.S.)Chase!

Chase heads over to her as she struggles to get a door open.

GERT:I heard screaming in there. I thinkit's a little girl.

Chase shoulder tackles the door. No avail. A couple wellplaced kicks and the door GOES DOWN.

8.



INT. BURNING ROOM - CONTINUOUS

They find a MAN under a desk. Chase heads in and tries tolift the desk off him.

Seeing that he's having trouble, Gert, and the people Chasefreed earlier, all help lift the heavy desk off the man andfree him.

Chase hoists the man over his shoulder.

CHASE:You're gonna be alright. Come on.


The whole group of them exit the room back into the Hallway.They head for the stairs, but the roof caves in, destroyingthe floor in front of them.

They're TRAPPED.

GERT:Shit.

Gert rushes over to the window and shouts down to Molly.

GERT: (cont'd)Molly, we need a ramp!

MOLLY:Okey-dokey, Gert! Just stand back alittle!

Gert moves away from the window and turns to the group.

GERT:Ok, we're gonna need to move back.Like way back.


Molly drives her hands into the ground, lifting up a LARGEstrip of the street.

Back to Nico. She strains as the flames are seemingly toogreat for even the Staff, but she continues on and holds herStaff steady as the flames continue to be absorbed into it.

9.




The roof of the Apartment building EXPLODES. A Fireballerupts in the sky. But within the black smoke...

KAROLINA. Safely transporting a number of people she foundthroughout the building in her COSMIC BUBBLE, landing themall safely on the ground.

Kids are reunited with their Parents and Firemen handle theolder people.

The Mother from earlier is reunited with her BABY. Karolinadelivers her personally.

MOTHER:to Karolina( )

God Bless You!

Karolina smiles.


KROOOOOOOM!

The strip of street CRASHES into the building in front ofthe group. Molly holds it steady and finally drops it,creating a RAMP.

GERT:Alright, everybody move! Let's go!

The people Gert and Chase saved slide down the ramp, makingit safely out of the building.

MOLLY:No carry on baggage, or high heeledshoes!

Chase and Gert slide to safety as well.


Back to Nico. The Staff glows BRIGHT.

NICO:Come on...

The bystanders move several steps backwards as the last ofthe flames pour out of the building like a Tidal Wave andNico COLLECTS IT ALL AND EXTINGUSIHES THE FIRE FOR GOOD.

(CONTINUED)

10.



Nico gets an APPLAUSE from the people. She turns and bows.

NICO: (cont'd)Thank you, thank you. I'll be hereall weak. Try the veal.

INT. APARTMENT BUILDING - CONTINUOUS

Karolina heads back up into the building for one last sweepof survivors. She comes across a bridge of ROSE VINESthrough a hole in the wall.

EXT. BACK ALLEY, BUILDING - CONTINUOUS

Karolina looks out into the back alley and sees a littleGIRL running away.

KAROLINA:Wait!

The little girl turns back and we see her face.

KLARA PRAST (11), a young girl with RAVEN Colored hair in aponytail. A ROSE is tucked in it.

Karolina chases after, eventually catches up to, and landsin front of Klara.

Scared, Klara backs away a little bit.

KAROLINA: (cont'd)I don't want to hurt you. I just wantto make sure you're ok.

Karolina hesitantly steps forward.

KLARA:Leave me alone!

LARGE VIOLENT VINES BURST OUT OF THE GROUND! They shieldKlara from Karolina's view.

Karolina uses her powers to BLAST THE VINES DOWN. But Klarais long gone.

EXT. APARTMENT BUILDING - CONTINUOUS

The rest of The Runaways gather at the entrance of thebuilding. Chase is carrying Molly who fell asleep in hisarms.

(CONTINUED)

CONTINUED:11.



CHASE:I think we got everybody.

NICO:Alright, great job team. We're

getting better at this.

GERT:It was nice to actually save peopleinstead of beating up some randomassholes per usual.

CHASE:Hey Nico, I thought you could onlyuse the Staff after your blood wasshed.

NICO:Yeah.

CHASE:You never...

Nico shoots him a look. Gert smacks Chase upside the head.

CHASE: (cont'd)Ow! What did I do?!

GERT:Chase, you idiot. Nico's "Aunt Flo"

is in town.

CHASE:I didn't know Nico had an Aunt.

Nico stares at him, stone-faced.

CHASE: (cont'd)Oh. OH! Oh, my bad.

to Gert( )How was I supposed to know?

Gert shakes her head.

Karolina flies over and re-joins the team.

NICO:Where were you?

KAROLINA:There was this little girl in theback alley. She...

(CONTINUED)

CONTINUED:12.



COP: (O.S.)Stop right there!

A couple of COPS make a beeline for The Runaways.

COP: (O.S.) (cont'd)I wanna ask you kids some questions.

NICO:Sorry, no time Officer. Way past ourcurfew.

The Runaways all make a break for The Leapfrog.

Nico stops and turns around to face the Cops.

NICO: (cont'd)RED EYE.

The tip of Nico's staff SHINES with a Red Light that shinesso bright and intense, it temporarily blinds everybodywithin 20 meters of it.

Once the light finally dissipates, The Cops look up and TheRunaways and their Leapfrog are both GONE.

INT. HALLWAY, APARTMENT BUILDING - LATER

We see Klara Prast walking through an apartment building.

She stops at a door marked "3B". She takes a sigh andenters.

INT. APARTMENT 3B - CONTINUOUS

Klara looks around. The lights are on, but nobody seems tobe home. She makes a beeline for her room. The floorboardscreak as she walks.

VOICE: (O.S.)Klara.

She turns to see MR. PRAST standing by the doorway to hisroom.

KLARA:Father. I thought you were asleep.

He walks up to her and snatches the bag from her back.

MR. PRAST:How much did you make today?

(CONTINUED)

CONTINUED: (2)13.



KLARA:I...

He dumps the contents of the bag on the floor. DRUGS and afew 20s come out.

MR. PRAST:This is it?

Klara stands there looking guilty.

MR. PRAST: (cont'd)I give you a lot of product thismorning. This is what you bring tome?

KLARA:It was a slow day. And I got hungry.

Mr. Prast then throws his own daughter to the floor.

MR. PRAST:You're tying my patience, girl.

KLARA:I'm sorry, Father! Tomorrow will bebetter, I promise.

MR. PRAST:You better hope it is. Or else I

throw you in the street.

Mr. Prast grabs the beer bottle from the table and walks tohis room.

Klara is left crying on the floor.

EXT. RAPTURE, LOS ANGELES - LATER

RAPTURE. A small church community surrounded by a Garden.

INT. RAPTURE - CONTINUOUS

We see a WOMAN dressed in an outfit resembling that of a NUNlighting a Candle and approaching a spiral staircase.

The light flashes on her face. This is BLACK MARIA. A womanshrouded in mystery.

She takes the staircase all the way down to a door.

CONTINUED:14.



INT. CHAMBER, RAPTURE - CONTINUOUS

Black Maria opens the door and enters a room where a MAN hashis back to us watching something on several MONITORS.

This is THE ADJUDICATOR. Dressed in a HOODED BLACK COAT witha rather large CROSS dangling from his neck and twoREVOLVERS at his hip.

Maria approaches his side.

Whatever is on the Monitors, Adjudicator is highly engagedin them. His eyes remain fixated on it. Barely evenblinking. He finally SPEAKS:

ADJUDICATOR:Have you found her?

She hands him a PHOTO of MARIANELLA MANCHA.

BLACK MARIA:Marianella Mancha resides in Pasadenawith her son, Victor. It took sometime, but we finally found her.

ADJUDICATOR :Send the Peacekeepers after her. Tellthem to bring her alive.

BLACK MARIA:

What about Klara? You told me to keepan eye on her as well.

ADJUDICATOR:It's time we brought her back intothe fold. Her Mother was stupid tosend her away all those years ago.Had I been in charge at the time,that wouldn't have happened. What shecan do -- it's a gift. Not a curse.That's why her Mother was exiled. Shedidn't know the difference.

She notices that Adjudicator hasn't taken his eyes off thoseMonitors this entire time.

This whole time, Adjudicator has been watching SURVEILLANCEFOOTAGE OF THE RUNAWAYS.

(CONTINUED)

15.



Footage shows NICO using her Staff of One in action;Karolina using her POWERS to BLAST a truck; GERT standingwith OLD LACE; MOLLY lifting a MAN over her head and TOSSINGhim somewhere; and CHASE delivering High-Fives to everyoneas they board the Leapfrog.

BLACK MARIA:You seem very interested in ThePride's offspring.

ADJUDICATOR:That so much power could be in thehands of mere children is hard tobelieve.

BLACK MARIA:We've been watching them. For thelast 5 months, they've been runningaround the streets of Los Angelestrying their best to protect the cityand maintain order in recompense fortheir parents' actions.

ADJUDICATOR:Or maybe they're slaying thecompetition so that they can pick upwhere their parents left off.

Maria chuckles at this for a second. As soon as she seesthat The Adjudicator isn't joking, she stops.

BLACK MARIA:Oh, you're serious? Come now,Adjudicator. Do you really believethat these teenagers are capable ofsuch a thing?

ADJUDICATOR:Maria, if history has showed usanything, it's that anybody withpower is capable of anything at anytime given the right opportunity.

BLACK MARIA:You mean like us?

Adjudicator finally takes his eyes off the Monitors andturns to Maria.

ADJUDICATOR:No, I don't mean like us.

(CONTINUED)

CONTINUED:16.



BLACK MARIA:Really? How many people have ThePeacekeepers killed? How many, justthis week? I've started to lose countmyself. They're acting like a pack of

rabid dogs out there.

ADJUDICATOR:They are simply doing the Lord'swork. Flooding the streets withdrink. Protecting the weak. Punishingthe sinful.

BLACK MARIA:What we're doing is Murder. Andproperty damage, and about 10 otherillegal acts that I can't remember.

ADJUDICATOR:And the city is safer because of it.

BLACK MARIA:I think the word you're looking foris scared.

ADJUDICATOR:You blame me?

BLACK MARIA:The Peacekeepers follow your orders.

Of course I blame you.

ADJUDICATOR:I created The Upward Path to preserveorder. By any means necessary.

points to the(cameras)

What do you see when you look atthem? Heroes? You wanna know what Isee? I see power running aroundunchecked. Power unchecked is powerto be corrupted. I didn't have asolution for them. Until now.

Black Maria looks at him, coming to a realization.

BLACK MARIA:You don't mean...

Adjudicator doesn't blink.

(CONTINUED)

CONTINUED: (2)17.



BLACK MARIA: (cont'd)Klara? You... Klara's life has been aliving hell ever since her powersmanifested. Her Mother almostmurdered her, and her Father is doing

God knows what to her. And now, youwant to use her as a weapon? That'scruel. Even for you. You would pit achild against other children?

ADJUDICATOR:I will do what needs to be done inorder to protect the city.

EXT. THE LA BREA TAR PITS, LOS ANGELES - NIGHT

The Moon shines over the Black Tar of the LA BREA TAR PITS.We see the Elephants in the Tar.

INT. HOSTEL II, BELOW THE LA BREA TAR PITS - CONTINUOUS

We get out first look at THE HOSTEL II! The massive cavesarea underneath The La Brea Tar Pits where The Runaways"hang their capes."

The Leapfrog is parked here. The Kids have gathered around alow, rectangular table eating food from the nearest IN ANDOUT BURGER -- a fast food spot.

CHASE:Alright, so you have access to a timemachine, right? You can make a quickvisit anywhere in time for a littlewhile, but then come right back. Areyou going ahead in time, or are yougoing back?

GERT:This is Dinner conversation?

CHASE:

I'd go back and place a whole bunchof bets and become rich and famous.

MOLLY:I wanna go back and meet theDinosaurs. It would be a like aPetting Zoo. Only without the longlines and sweaty people.

(CONTINUED)

CONTINUED: (3)18.



NICO:I'm going ahead.

CHASE:How far ahead?

NICO:Far enough to see if flying cars havebeen invented yet. You know how manymovies I've watched where every movieset in the future, there's almostalways flying cars?

KAROLINA:I'm with Nico. Except for the flyingcars part, anyway. I wanna see whatthis world looks like 15-20 yearsfrom now.

MOLLY:Whatever it looks like, I hope theyhave better food than this.

GERT:It'll probably look exactly as it isnow. I don't believe for a secondthat we're ever gonna have flyingcars, or the world is gonna be aWasteland, or whatever bullshit theymake up in movies these days.

CHASE:Alright Ms. "I have an opinion abouteverything", what do you think?

GERT:I think you've watched Back to theFuture too many times.

CHASE:Gert...

GERT:

Alright, fine. I'd go back for acouple reasons. One -- to see whobuilt the Pyramids.

KAROLINA:I thought slaves built the Pyramids.

(CONTINUED)

CONTINUED:19.



GERT:That's what they tell you. You'regonna tell me some weak, starvingslaves that were baking in the Sunand being whipped by Guards could

make something of that kind ofcraftsmanship? No freaking way, man.

CHASE:So who built them? Aliens?

GERT:I think that's a possibility.

CHASE:And you say I watch too many movies.No more Twilight Zone for you.

KAROLINA:What's the other thing?

GERT:I'd go even further back to see whichcame first -- Cavemen, or Adam andEve. Because if Adam and Eve were theso-called "first people increation..." where did the Cavemencome from?

The other Runaways look at each other and contemplate.

NICO:She's convinced me, I'm going backtoo.

KAROLINA:I don't mean to bring down the mood,but would you guys go back just a fewmonths before... Y'know, everythinghappened?

A beat.

MOLLY:Maybe me. Part of me misses my Mommyand Daddy.

Molly gets up from the table and approaches A Giant FRAMEDPORTRAIT of their Parents -- The Twelve Members of THEPRIDE, in their villainous costumes.

Even when dead, their presence still haunts their children.

(CONTINUED)

CONTINUED: (2)20.



MOLLY: (cont'd)My Daddy would always tell me a storywhen I had trouble going to sleep.Mommy and I would watch movies too.

The Runaways join her at the picture.

Karolina puts her arm on Molly's shoulder.

KAROLINA:It's ok that you miss them, Molly.Things were a lot less complicated.

GERT:Speak for yourselves, the lessremembrance in this place, thebetter. That picture makes me itch. Ifeel like they're still watching us.

NICO:In a way, we should thank them. Allthis did was bring us closertogether. And if we hadn't used theLeapfrog to find our parents' oldlair, we'd either still be cloaked onVenice Beach...

GERT:Or in that rinky dink, broken down,Cave.

CHASE:Hey, the Hostel had character.

GERT:The Hostel had about as muchcharacter as an empty lot.

CHASE:With all the bad guys popping upnowadays, we practically live in the'Frog.

KAROLINA:It's like everybody's turned toviolence and crime lately. There were4 murders last night, alone.

GERT:What I wanna know is where are theyall comin' from?

(MORE)

(CONTINUED)

CONTINUED: (3)21.



It was that group of Bozos a coupleGERT: (cont'd)

nights ago, that chick with the extralimbs the night before, and thefreaking Tarantula guy in Van Nuys 3weeks ago. Man, our job sucks.

NICO:They're showing up because of us.

Silence.

Everybody turns to Nico.

KAROLINA:to Nico( )

What makes you say that?

NICO:We got rid of a monster, but we neverplanned for what would happen next.Our Parents were terrible people,yeah, but they at least when theywere around, nobody dared to messwith their authority. Now thatthey're gone, it's like the city isup for grabs. Every villain is comingout of the woodwork trying to make aplay for it, and things are gettingworse. We have a responsibility toclean up their mess. And I have a

feeling it's not going to get anyeasier. I just hope we don't lose ourway and end up becoming like ourParents.

CHASE:Nah, I have a good feeling that fromhere on, it'll be smooth sailing.

FWOOOOOOOOOSH!

In a blinding flash of light, ANOTHER version of the Yorkes'Time Machine appears before the Runaways.

A WOMAN emerges from the Fog left from the time machine.

She's at least around her 30s, with some familiar lookingPURPLE HAIR. Tattered and ripped clothing like she was in abad fight and lost. She clutches her bloodied hand to herchest.

(CONTINUED)

CONTINUED: (4)22.



WOMAN:panting( )

Please... Somebody... tell me whatyear this is?

The Runaways look at each other, confused. The Woman looksat them, and cracks a half smile.

WOMAN: (cont'd)Karolina's here. I made it.

The Woman starts crying and laughing.

WOMAN: (cont'd)It actually worked!

Gert steps forward.

GERT:Look here lady, I don't who you are,but --

WOMAN:Who I am, Gertrude Yorkes... Is you.20 years from now.

GERT:Yeah right. Lemme see some ID.

WOMAN:

It's true.

GERT:I wouldn't be caught dead in thatoutfit.

CHASE:smiling( )

I think it looks nice.

Gert shoots Chase a look.

CHASE: (cont'd)

What? Something I said?

NICO:If you really are Gert's Future self,then prove it.

Future Gert struggles to get to her feet.

FUTURE GERT:Come here, Old Lace.

(CONTINUED)

CONTINUED: (5)23.



Much to the group's shock, Old Lace makes her way to FutureGert. She strokes her head. Old Lace brushes up against her.

GERT:I... Am not believing any of this.

FUTURE GERT:It's hard to believe, I know. Look, Idon't know how much time I have, solisten to me very carefully.

Future Gert holds up a PHOTO of VICTOR MANCHA to them.

FUTURE GERT: (cont'd)His name is Victor Mancha. He residesin Pasadena. In my Future, he's ahorribly powerful man namedVICTORIOUS. 20 years from now, heturns Los Angeles into a pile ofrubble. If he is not stopped, thenit'll be the end of the world as youknow it.

MOLLY:He sounds like bad news.

FUTURE GERT:He is, Molly. He was slaughteringheroes, killing them by the hundreds.

KAROLINA:There are other heroes out there?

FUTURE GERT:The Death of the Pride opened thefloodgates for both heroes andvillains alike to come out of hiding.Victorious, however, didn'tdiscriminate. The future can besaved, but you need to act now.

At this point, Gert has heard enough and chooses to speakup.

GERT:Ok, I wanna say this out loud, justso I can understand it better in myhead.

Everybody in the Cave looks to her.

(CONTINUED)

CONTINUED: (6)24.



GERT: (cont'd)According to this woman, she's mefrom 20 years in the Future whereeverybody is either dead, or well ontheir way, and LA is a pile of

rubble.to Future Gert( )

I'm correct so far, right?

FUTURE GERT:Yes.

GERT:She somehow landed in this exactplace at this exact moment with myParents' time machine to warn usabout some snot nosed little piss antteenager that's going to grow up anddestroy the world, killing anybodythat opposed him.

KAROLINA:Gert, what's your point?

GERT:My point is, how do we know thisisn't some mirage created by ourbeloved Parents? For all we know,they may have had a second kid andshe traveled from the past just to

give us a phony warning. Like acontingency plan in case they everdied earlier than they planned. Howdo we know that if we go looking forthis kid, it's not some trap?

Silence. The girl makes a great point.

FUTURE GERT:This is not a game! I --

The Woman starts to grunt and falls to her knees. Chase runsover and helps her up.

NICO:Why here? Why us?

FUTURE GERT:Because I knew you were the only oneswho would believe me. You're thefuture's only hope.

(CONTINUED)

CONTINUED: (7)25.



KAROLINA:If we couldn't stop him as adults,how can we stop him now? We're justkids.

FUTURE GERT:He should only still be a boy rightnow. Find him. Prevent him frombecoming the Monster he grows into.Do not believe a word he says. He isnot what he claims to be.

NICO:What could've set him on that path?

FUTURE GERT:His Father.

KAROLINA:Who's his Father?

FUTURE GERT:The greatest evil the world has everseen.

Chase looks at Future Gert's bloodied hand. The blood ispractically dripping off her hands at this point.

CHASE:You're badly hurt, we should --

FUTURE GERT:Dear sweet Chase. I'm afraid it's toolate for me.

Chase moves her hand and reveals a pretty bad looking wound.It's a miracle she hasn't died already.

Tears start to form in Chase's eyes. Future Gert rubs herhand on Chase's cheek.

FUTURE GERT: (cont'd)It's so good to see you one last

time. I Love You, Chase.

Her hand drops. Chase takes her pulse. He looks up at thegroup.

CHASE:She's dead.

Chase lowers his head. Tears form. He grits his teeth.

(CONTINUED)

CONTINUED: (8)26.



NICO:We should bury her outside before themuseum upstairs opens.

CHASE:

getting up, sternly( )Let's go.

KAROLINA:Go where?

CHASE:Find this Victor kid and have alittle 1-on-1.

NICO:Wait a minute, let's just think aboutthis.

CHASE:Think about what!

points to dead(Future Gert) )

Look at her!

GERT:Whoever she was, she's dead now.

CHASE:Whoever she was? She was you!

GERT:Chase, come on, don't tell me youactually bought that yarn she wasspinning.

Chase puts his hands on Gert's cheek and looks into hereyes.

CHASE:I'm not taking any chances. I am notgoing to lose you. Understand?'Specially not to some punk kid.

Gert's expression changes. She rubs her hand across Chase'scheek.

CHASE: (cont'd)Nico, can you use the Staff toresurrect her?

(CONTINUED)

CONTINUED: (9)27.



NICO:No. Even the Staff has its limits. Idon't think I can use it to bringsomeone back from the dead.

MOLLY:Can your Wand tell us where she camefrom? Like see inside her brain, orsomething?

NICO:That... May actually be possible.I'll give it a shot.

Nico squats down and floats The Staff of One over theforehead of Future Gert's corpse. The Orbed tip of the StaffGLOWS with a Red Hue.

NICO: (cont'd)FLASHBACK.

FLASHBACK TO

EXT. DOWNTOWN, LOS ANGELES - DAY

SUPER: 20 YEARS FROM NOW

Over a BLACK SCREEN. The sound of breathing.

Heavy breathing. Then... SCREAMING. EXPLOSIONS. SIRENS.

FADE IN

Future Gert lies on a pile of rubble. She slowly opens hereyes and looks around her. Several other BODIES buriedbeneath the rubble.

She gets to her feet. Two PEOPLE come flying her way --

TRISTAN, a handsome Man with flowing Brown hair and GOLDENMECHANICAL WINGS. In his arms, he's carrying LILLIE, aSouthern Belle Redhead that can "Dance on Air."

LILLIE:Gert!

Gert rises to her feet.

LILLIE: (cont'd)Mercy, me! Are you alright? Tristanand I saw everything.

(CONTINUED)

CONTINUED: (10)28.



FUTURE GERT:I'm fine, Lillie. Are we the onlyones left?

LILLIE:

No, but our numbers are thinnin' outmighty fast. Xavin is doing what hecan to lead the others, but...

TRISTAN:I don't know how much more we cantake. To think, this man was once afriend of ours.

Gert shakes her head.

FUTURE GERT:No. This is not how we die. There'sstill another way to stop this.

TRISTAN:What are you proposing?

LILLIE:Wait a minute, you two are actin'plum crazy! There is nothing we cando to stop Victorious.

VICTORIOUS: (O.S.)She's right.

Gert, Lillie, and Tristan look to the sky.

Descending from the clouds with the Sun shining, giving himthe appearance of a GOD coming down from the Heavens --

VICTORIOUS. Dressed in Blue. Flowing Black Cape and Yellow"V" on his chest.

VICTORIOUS:smirking( )

But won't it be fun to try?

BACK TO

INT. HOSTEL II, BELOW THE LA BREA TAR PITS - PRESENT DAY

Nico SCREAMS and falls backwards, panting.

GERT:What is it? What did you see?

(CONTINUED)

CONTINUED:29.



Nico looks to Karolina with a frightened look on her face.

KAROLINA:Nico?

NICO:scared( )

She was right. Gert, this really isyou. Los Angeles is completelyannihilated, people were dying,crying for mercy, and then, I sawhim -- Victorious. He's... horrible.

CHASE:That tears it. I say we find and killthis little bastard.

Gert grabs a hold of Chase and tries to calm him down.

GERT:Chase! Baby, you have got to calmdown. You're losing it.

KAROLINA:Think about what you're saying,Chase. You wanna go gunning forsomebody who hasn't even doneanything yet.

MOLLY:

Yeah, just because he's evil 20 yearsfrom now, doesn't mean he's eviltoday.

GERT:They're right. We just need to sitdown, take some time, and weigh ouroptions.

CHASE:So that's the plan? Do nothing whilethis kid grows up to be Hitler onsuper steroids? If we don't kill him

now, he'll kill us later.

NICO:That's not what we're saying. If wehunt him down like a Dog, we mightend up creating the Monster he'smeant to become.

(CONTINUED)

CONTINUED:30.



CHASE:sighs( )

What are we supposed to do, then?

NICO:

What we'll do is find him, talk tohim. See what's really going on.We'll find out right away if he'swith us, or against us.

Gert, Molly, and Karolina unanimously agree. Chase staysquiet.

NICO: (cont'd)Chase... We all need to be inagreement on this.

CHASE:Fine, yeah, whatever.

GERT:What about his Dad? "The greatestevil the world has ever seen."

NICO:One problem at a time, Gert.

CHASE:And what if this kid goes berserk andtries to kill us?

Nico looks to the group.

NICO:Then we'll rip his fucking heart outand crush it.

INT. KAROLINA'S ROOM, HOSTEL II - LATER

Karolina sleeps. She wakes up and turns on her back, lookingup at up the ceiling. She lets out a sigh and gets out ofbed.

INT. HOSTEL II, BELOW THE LA BREA TAR PITS - MORNING

Karolina walks through the Hostel and sees Molly sleeping inGert's bed, cuddled up with Old Lace. She smiles and keepson walking.

We see Nico standing in front of a Giant portrait of theRunaways and The Pride in simpler times.

(CONTINUED)

CONTINUED: (2)31.



Nico then moves over to a portrait of ALEX WILDER. She stopsand sighs. On the verge of tears at this point.

KAROLINA: (O.S.)Nico?

Nico quickly tries to wipe her tears as Karolina approaches.

KAROLINA:What are you doing up so early?

NICO:Nothing, just... Just thinking.Where's everybody else?

KAROLINA:Chase and Gert are still trackingdown Victor's address, I think. I sawMolly in Gert's room using Old Laceas a pillow. They were so cute. Iwanted to take a picture.

Nico remains quiet.

KAROLINA: (cont'd)So, do you always do your thinking infront of Alex's picture?

NICO:Sometimes.

KAROLINA:You miss him.

NICO:I do. I miss him a lot. Karolina, canI tell you something? You have topromise to keep it between us.

KAROLINA:What is it?

NICO:

When Chase asked me to do thatResurrection spell, I lied.

Karolina listens closely. Nico continues.

NICO: (cont'd)One night, when everybody wassleeping, I... I tried a resurrectionspell with the Staff to bring Alexback. It didn't work.

(CONTINUED)

CONTINUED:32.



KAROLINA:Nico!

NICO:I know.

KAROLINA:After everything he did to us, whywould you want him back?

NICO:Alex may have been a selfish,backstabbing little prick. But whenhe was with us, things felt...simpler. And then... I don't know, Iguess... I miss the way things usedto be.

Tears start to form in Nico's eyes again. Karolina takesNico in her arms.

KAROLINA:I'm sorry, Nico.

NICO:I'm sorry too.

KAROLINA:Why didn't you say anything sooner?Why hold all this in?

The hugging stops. Nico looks in Karolina's eyes.

NICO:It wasn't my decision to lead. Itjust happened. But to be a leader, Ihave to be strong. Not just formyself, but for all of you. If I loseme, then we lose each other. If Ilose me, I'm gone for good.

Karolina takes Nico's hand.

KAROLINA:That's not gonna happen. Understand?Not with me around. Not when you'vegot all of us behind you. We needyou, Nico. You're the one that keepsus together.

NICO:smiling( )

Thanks, K.

(CONTINUED)

CONTINUED: (2)33.



Karolina gazes in Nico's eyes.

NICO: (cont'd)What's wrong?

KAROLINA LEANS IN AND KISSES NICO!

Nico quickly backs off with a stunned look on her face.

NICO: (cont'd)Karolina, w-w-what are you doing?!

KAROLINA:Am I moving too fast?

NICO:Yes! I mean, no! I mean, thereshouldn't be any moving whatsoever!

KAROLINA:After Alex did what he did, you saidyou were over boys forever.

NICO:I didn't really mean that! Thatcertainly doesn't mean I'd play forthe other team.

KAROLINA:Sorry. I... I like girls. I guess I

should've told you. I thought youknew.

NICO:I didn't know you were into girls.

KAROLINA:Aren't you?

NICO:What would give you that idea?

KAROLINA:

Well, the whole Goth thing.

Nico looks at the way she's dressed.

NICO:Oh, jeez.

(CONTINUED)

CONTINUED: (3)34.



KAROLINA:God, I'm such an idiot. My Mom wasfrom the same planet as me. I bet shenever had to go through this.

NICO:Kar...

KAROLINA:No. It's ok, Nico. It's my fault. Itwas stupid of me to act this way.I'll just... leave you alone.

Karolina walks away dejected. Nico lowers her head andsighs.

INT. APARTMENT 3B - DAY

Klara puts on her backpack, tucks a Rose in her hair, andwalks out of her room. She makes a beeline for the door, andopens it. Mr. Prast closes it back.

MR. PRAST:Remember what I said. If you don't dobetter, don't bother coming home.

KLARA:Yes sir.

He pushes her out of the door and SLAMS it behind her.

EXT. STREETS, LOS ANGELES - DAY

Klara exits her apartment onto the Los Angeles streets.

ADJUDICATOR: (O.S.)Excuse me...

Klara turns and sees The Adjudicator lingering around theApartment Entrance.

KLARA:Yes. Who are you?

ADJUDICATOR:Somebody who's very interested in youand what you're capable of.

KLARA:I don't know what you're talkingabout.

(CONTINUED)

CONTINUED: (4)35.



ADJUDICATOR:You don't know me, Klara. But I knowwho you are. I know what you are.Your powers. You're a Wonder.

KLARA:I'm sorry, I can't talk right now. Ihave to go. If I --

ADJUDICATOR:Don't bring home any money, you'll bethrown out on the streets.

Klara is confused.

ADJUDICATOR: (cont'd)That is what your Father said, right?

KLARA:What do you want from me?

Adjudicator walks towards her and takes a knee to look Klarain her eyes.

ADJUDICATOR:I want you to know that you don'thave to hide who you are anymore. Letpeople control you. Push you around.I had a Father like yours once. Hewas a drunk. And a fool. And I detest

drunken fools. When I was your age,he'd take advantage of my Mother. Andwhen she finally found the courage toleave, he took it out on me.

Adjudicator takes her arm and looks at her bruises.

ADJUDICATOR: (cont'd)I'm certain you can relate.

KLARA:What did you do to him?

ADJUDICATOR:I introduced his face to a BaseballBat. Over and over and over againuntil I saw the dead look in hiseyes.

A beat.

(CONTINUED)

CONTINUED:36.



ADJUDICATOR: (cont'd)Klara, do you remember the UpwardPath?

KLARA:

Yes. My Mom and I were part of it.Until she sent me away. Said I shamedGod with my powers.

ADJUDICATOR:Times have changed. While I'm around,nobody will tell you where to go everagain. We can protect you.

KLARA:What about Father?

ADJUDICATOR:All you have to do is say the wordand I'll take care of your Father.

Klara takes a second to think about it. She looks at theApartment Building, then back down at The Adjudicator.

KLARA:sternly( )

3B.

With Klara's approval, Adjudicator walks up the steps intothe Apartment building.

INT. APARTMENT 3B - CONTINUOUS

A knock at the door. Mr. Prast gets up from his chair andanswers.

Adjudicator stands there with a Revolver behind his back.

MR. PRAST:What do you want?

ADJUDICATOR:

To see the look on your face.

Adjudicator sticks his Revolver in Mr. Prast's face and hebacks off with a scared look.

ADJUDICATOR: (cont'd)Ah, yes. There's the look. The lookof Fear. The look of a man who knowsthat this is it.

(CONTINUED)

CONTINUED: (2)37.



MR. PRAST:Please...

ADJUDICATOR:Please? How many times did Klara have

to say that to get you to stop? Thatlittle girl is no longer yours totorment.

MR. PRAST:Who are you?

ADJUDICATOR:Justice.

Adjudicator SHOOTS Mr. Prast DEAD.

INT. KITCHEN, THE MANCHA RESIDENCE - DAY

Victor's Mother, MARIANELLA MANCHA, sits at the Kitchentable enjoying a cup of Coffee. Victor heads down the stairsand kisses her Good Morning.

VICTOR:Hey Mom.

MARIANELLA:Morning, Victor. Sleep well?

VICTOR:Like a baby.

Victor takes a plate from the Cupboard and puts someScrambled Eggs on it. He joins his mother at the table.

VICTOR: (cont'd)I wanted to talk to you aboutsomething.

MARIANELLA:If it's about us moving, for theumpteenth time, the subject is

closed.

VICTOR:But I'm getting so well adjusted toLA. I made a lot of friends here, Ma.It's a good place.

MARIANELLA:If it's such a good place, why arethe schools adding metal detectors?

(CONTINUED)

CONTINUED:38.



VICTOR:Because the country has a Gun Controlproblem?

MARIANELLA:

Because it's not safe. Trust me, it'sfor your own good.

Marianella gets up and kisses her Son on the cheek.

MARIANELLA: (cont'd)Have a good day, honey.

Marianella opens the door and Jorge is there.

JORGE:Morning, Mrs. M.

MARIANELLA:Morning, Jorge.

Marianella leaves and closes the door behind you. Jorge getsa look at Victor's disposition and comments on it.

JORGE:What's goin' on bro? You alright? Youlook like Game of Thrones just gotcanceled or something.

Victor looks up at him.

JORGE: (cont'd)It didn't get canceled, right?

VICTOR:No, man.

Jorge takes a seat across from Victor.

JORGE:Oh, ok. Phew. So what's up?

VICTOR:

My Mom just dropped this bombshell onme that we're leaving Los Angeles.

JORGE:What?! Dude, you can't leave.

VICTOR:Not up to me, man. Mom's word is theLaw, and when you fight the Law, theLaw wins every time.

(CONTINUED)

CONTINUED:39.



JORGE:But why?

VICTOR:She thinks the city is getting too

dangerous. I mean, with everythingthat's been happening lately, I sortasee her point.

JORGE:Sounds like she's overreacting to me.It's not like the 7 Plagues of Egyptare happening and Frogs are gonnastart dropping out of the sky.

EXT. THE MANCHA RESIDENCE - CONTINUOUS

The Runaways Leapfrog descends onto the Mancha Residence'sfront lawn.

The Leapfrog hatch opens and The Runaways all exit. TheLeapfrog CLOAKS behind them.

NICO:to Chase( )

You sure this is the place?

CHASE:1317 Duram Court. This is it.

GERT:So how do we handle this exactly? Wewalk up to his front porch like,"Hey, don't freak out, but you'regonna kill a bunch of people 20 yearsfrom now."

NICO:We can start by knocking on the door.The rest we'll have to play by ear.

Nico loses her train of thought as she sees Chase prepping

his switchblade. He looks up and the girls are all lookingback at him.

CHASE:What?

NICO:I'm sorry, do you have a plan to goalong with that Blade?

(CONTINUED)

CONTINUED: (2)40.



CHASE:This is just me being prepared incase your plans of peace fall apartin there, Gandhi.

NICO:Chase, we have to talk to him likehuman beings. We --

Nico starts looking around.

NICO: (cont'd)Wait a minute, where's Molly?

KNOCK! KNOCK! KNOCK!

In the middle of the Runaways contemplating, Molly isalready at the door, POUNDING on it. LOUDLY.

MOLLY:Hello! Anybody home?!

NICO:Shit. Molly!

Molly KNOCKS again and the DOOR GOES DOWN. The Runaways getthere, but it's too late.

MOLLY:Whoops.

Victor and Jorge come running down the stairs and see TheRunaways.

MOLLY: (cont'd)Uh... Hi.

The Runaways stand there, mouth agape as Victor and Jorgetry to make sense of the situation.

VICTOR:Uh, can I help you?

Karolina steps forward.

KAROLINA:Sorry about the door. Are you VictorMancha?

VICTOR:Who wants to know?

(CONTINUED)

CONTINUED:41.



KAROLINA:My name is Karolina Dean. All thismay seem really weird. I mean what wedid is sort of illegal, but we needyou to come with us right away.

VICTOR:Who are you? And why did you breakinto my house?

KAROLINA:It's a long story.

VICTOR:I've got time.

KAROLINA:You wouldn't believe me if I toldyou.

Jorge pushes past Victor and steps in front of him.

Victor looks down at his hands.

VICTOR'S P.O.V.: Small Volts of Electricity run through hishands all the way up to the fingertips.

JORGE:smiling( )

I'm Victor Mancha. You can take me

and do whatever you want with me.

KAROLINA:Sorry Butterball, you're not mytype.

(points to Victor)He is Victor Mancha and I need him tocome with me.

JORGE:What's he got that I ain't got, baby?

Karolina moves Jorge aside and gets BLASTED BY LIGHTNING!

She FLIES backwards towards the entrance and to the floor.

NICO:Karolina!

Jorge looks to Victor, SHOCKED.

JORGE:Dude, how did you do that?

(CONTINUED)

CONTINUED: (2)42.



VICTOR:looking at his hands( )

I... I have no idea.

Nico checks on Karolina.

NICO:Karolina, are you ok?

KAROLINA:Either I'm going crazy, or there'stwo of you.

Nico looks at Victor with a GLARE in her eyes.

NICO:That was a mistake. Staff of One. To me.

Nico SUMMONS The Staff of One from her chest.

Victor and Jorge immediately run back up the stairs and makea beeline for Victor's room. They rush in and SLAM the door.

CHASE:to Nico( )

So much for that.

Chase proceeds to walk up the stairs.

NICO:Hey, hey hey, where are you going?

CHASE:We tried your way. When I get up tothat room, I'm gonna kick his ass andmake him like it.

Nico holds him back.

NICO:Easy, Rambo. You saw what he did toKarolina. You wanna help? Go check on

her.

MOLLY:Yeah, we got enough Girl Power todeal with this chump.

I/E. VICTOR'S ROOM, MANCHA RESIDENCE - CONTINUOUS

Victor is pacing back and forth. Jorge is freaking out.

(CONTINUED)

CONTINUED: (3)43.



VICTOR:Ok, Vic. Calm. Stay calm. You gottastay calm.

JORGE:

Dude, how come you never told me youhad powers?!

VICTOR:I didn't know I had them. It... Itjust happened.

A NOISE grabs their attention. Victor and Jorge look to thebedroom door as a pair of hands wrap around it.

It's Molly! SHE RIPS THE DOOR OFF ITS HINGES and TOSSES itdown the Hall!

Nico and Molly enter the room.

NICO:Let's try this again.

VICTOR:What do you want from me?

NICO:All we want to do is talk.

VICTOR:

Leave me alone!

Victor throws his arms up and almost BLASTS the Girls withLightning, but he misses and knocks down a light fixturethat was hanging in the Hallway.

Jorge now gets in between the girls and Victor.

JORGE:You want to get to my boy, you gottago through me.

Molly LIGHTLY SHOVES Jorge and he goes flying into the

closet.

Nico grabs Victor by the collar and throws him up againsthis wall.

VICTOR:I don't want any trouble.

(CONTINUED)

CONTINUED:44.



NICO:I'm having a hard time believingthat. I mean after all, you did hitmy friend with lightning and youalmost did it to us too. You're

extremely lucky I haven't gutted youby now.

VICTOR:I don't know what I did. I don't evenknow what's happening.

NICO:Let me to put your mind at ease. 20years from now, those powers you justso conveniently happen to have --you're going to use them to murder alot of people.

VICTOR:That's ridiculous.

NICO:About as ridiculous as you havinglightning powers? Or a little girlthat just ripped a door off itshinges?

Molly looks out the window and she's not liking what shesees.

NICO: (cont'd)to Victor( )

If you were to see the things that Isaw...

MOLLY:Uh, Nico?

NICO:What is it, Molly?

MOLLY:

You should really come and see this.

Nico and Victor both join Molly at the window.

THEIR P.O.V.: TWO PEACEKEEPERS enter Victor's house throughthe side door.

NICO:to Victor( )

Friends of yours?

(CONTINUED)

CONTINUED: (2)45.



VICTOR:Definitely not.

CHASE: (O.S.)There's more inside already.

Chase, Gert, and Karolina enter Victor's room as well.

CHASE:I helped Karolina into the livingroom, and when I looked outside, allthese Evil Monks just pulled up in aVan and just came pouring out.

INT. THE MANCHA RESIDENCE - CONTINUOUS

Downstairs, entering the house...

THE DIFFERENCE ENGINE, a Steampunk Robot; DAYSTICK andNIGHTSTICK, two Men dressed up as Policemen, even thoughthey're not really Policemen.

A bunch of Peackeepers are also with them. The DifferenceEngine lays out the orders.

DIFFERENCE ENGINE:Daystick, Nightstick, you're with me.We take the back.

to the Peacekeepers( )

You three -- take upstairs. Everybodyelse, spread out. Find and capturethe Mancha woman.

DAYSTICK:What if we find her kid?

DIFFERENCE ENGINE:Take him. We'll use him as incentive.

Back upstairs, Nico sticks her head out of Victor's room andlooks around. She pokes her head back in as she sees aPeacekeeper cross the Hallway.

NICO:Ok. We're definitely not getting outof this without dropping a fewbodies.

Molly cracks her knuckles.

MOLLY:Lemme at 'em.

(CONTINUED)

CONTINUED: (3)46.



NICO:Alright, on my mark.

Nico leads the charge out of Victor's room. Molly andKarolina trail behind her. Chase and Gert behind them.

Victor is at the far back with Jorge.

A Peacekeeper walks out of the bathroom and stumbles uponthem. He SWINGS at Nico. She ducks and Molly PUNCHES him inthe gut, sending him INTO THE WALL ACROSS THE HALLWAY!

He starts to move, but Molly picks up the door she knockeddown earlier and THROWS IT AT HIM!

Downstairs, this noise attracts some attention.

As the group continues to move down the Hallway, anotherPeacekeeper emerges from the West right before they headdown the Staircase.

VICTOR:Look out!

Nico KICKS him in the gut and WHACKS him in the face withher Staff!

Another one comes up the stairs. Molly Spartan kicks himright back down the stairs.

The group moves downstairs now. A couple of Peacekeepers are

ready with Guns in their hands.

Karolina acts quickly and rips off her bracelet. Her POWERSactivate and blind them. Victor and Jorge are renderedspeechless.

The Peacekeepers open fire, but Karolina BLOCKS all theBullets with her FORCE FIELD. She finishes by BLASTING thetwo of them into the Kitchen.

She turns to the entrance and STRIKES the Peackeepers tryingto storm through the front.

KAROLINA:I think that's all of them. We shouldprobably --

A FLYING FIST connects with Karolina's face and SMACKS herbackwards towards the entrance.

The Metal Fist RETRACTS and RECONNECTS back on the arm ofTHE DIFFERENCE ENGINE. He stands by with Daystick andNightstick at his side.

(CONTINUED)

CONTINUED:47.



DIFFERENCE ENGINE:And I thought this was going to be aboring day.

NIGHTSTICK:

Marianella isn't here, but we get tobring in The Pride's kids. I'd callthat a win.

VICTOR:What do you want with my Mother?

DAYSTICK:Unfinished business, kid.

MOLLY:Let us go, or else we're gonnapulverize ya!

Nico holds Molly back.

NICO:How do you know who we are?

DIFFERENCE ENGINE:Word travels fast. And it's a goodthing we found you. Saved us thetrouble of tracking you down. It'shigh time you children answer foryour Parents' sins.

GERT:Our Parents are dead.

DAYSTICK:Exactly. They aren't alive to answerfor their crimes.

NIGHTSTICK:So we're gonna exact them throughyou.

NICO:

Look, we don't condone what ourParents did, but we're trying ourbest to make up for it by protectingthis city. We're nothing like them.

DIFFERENCE ENGINE:We'll leave that up to the Gods.

(CONTINUED)

CONTINUED: (2)48.



NICO:Is that right? I'm sorry todisappoint your Gods, but we're notgoing anywhere.

The Difference Engine's palms GLOW with a Yellow light.

DIFFERENCE ENGINE:Little girl, we weren't asking.

Victor steps forward and attacks both Daystick andNightstick with a LIGHTNING ATTACK taking them out.

The Difference Engine is temporarily distracted and Nicostrikes.

NICO:aims her Staff( )

ROCKSTARS!

Nico conjures a BURST OF MAGICAL ROCKS. The Engine is peltedby the rocks, but he still keeps on coming.

NICO: (cont'd)Chase, go get the Leapfrog started!

Chase heads out the door. Gert carries Karolina out.

Molly cuts the Difference Engine off at the pass. She throwsa punch that The Engine catches!

DIFFERENCE ENGINE:Not strong enough, little girl.

Molly's eyes GLOW PINK.

MOLLY:You don't know me very well, youbucket of bolts.

MOLLY HEADBUTTS THE ENGINE ACROSS THE ROOM INTO THE KITCHEN!

Molly goes to faint, but Nico is there to catch her.

NICO:Relax, kid. You did good.

EXT. THE MANCHA RESIDENCE - CONTINUOUS

Back Outside, the whole group gathers on the front lawn.Chase de-activates the Leapfrog's cloaking device.

(CONTINUED)

CONTINUED: (3)49.



Jorge and Victor look upon the Leapfrog with a look ofbewilderment.

JORGE:Is that a Giant Frog?

GERT:Yeah, real cool. Let's go, Victor.You're coming with us.

VICTOR:Jorge, I need you to go home, call myMom and tell her I'm sorry.

JORGE:What about the Cops, man?

VICTOR:If they ask, you haven't seen me allday.

JORGE:But...

VICTOR:Sorry bro, I gotta do this.

The Runaways and Victor all pile into the Leapfrog.

Jorge backs up as the engines start up. The Leapfrog takes

to the air, vanishing before our eyes in its cloakingdevice.

JORGE:That is so cool.

EXT. RAPTURE - LATER

Adjudicator and Klara pull up in a Car outside Rapture'sentrance. They get out and Klara looks around the place.

KLARA:

Where are we?

ADJUDICATOR:This is Rapture.

KLARA:How did you get to be in charge?

(CONTINUED)

CONTINUED:50.



ADJUDICATOR:Our former leader chose me as hissuccessor. Taught me everything Iknew and showed me how to lead and dothe Lord's work.

He shows her his Cross.

ADJUDICATOR: (cont'd)Do you know what this means? That Iam a Man of Faith. Faith that you andI will work together to help showthese people the light. And after wedo, the people will thank us forabsolving them of their sins.

WOMEN IN WHITE make their way over to Adjudicator and Klara.

ADJUDICATOR: (cont'd)These women will show you to yourroom. I believe that once you getused to this place, all that pain,all the abuse you've suffered -- itwill go away.

Klara looks at him with a stern look.

KLARA:No it won't.

She turns and walks away with the Women in White.

INT. LEAPFROG - LATER

Nico is next to Chase up front in the cockpit.

Gert, Old Lace, Molly, and Karolina are all staring atVictor.

VICTOR:You girls are creeping me out. Whatare you gonna do to me?

KAROLINA:We're not going to do anything toyou, Victor.

CHASE:under his breath( )

Speak for yourself.

Nico punches him in the shoulder.

(CONTINUED)

CONTINUED:51.



CHASE: (cont'd)Ow! What did I do?

VICTOR:Ok hold on, I think we got off on the

wrong foot here.

GERT:Ya think?

VICTOR:We never got a chance to get properlyintroduced. You know who I am, but Inever got your names.

MOLLY:My name is Molly. I'm a mutant.

She extends her hand out.

VICTOR:Nice to meet -- ow!

Molly's grip hurts Victor.

MOLLY:Sorry. Don't know my own strength.

KAROLINA:You already know me. Our pilot is

Chase and the girl with Staff isNico -- Our leader.

VICTOR:to Gert( )

And you are...

GERT:Gert Yorkes. And this is my raptor,Old Lace. And if you even think aboutlighting up in here, Old Lacehasn't eaten all day, and it'sgetting awfully close to feeding

time.

Old Lace SNARLS.

VICTOR:That's not a Raptor.

Gert opens her mouth to say something, but stops. She sharesa look with Old Lace.

(CONTINUED)

CONTINUED:52.



GERT:Say what now?

VICTOR:She's way too big to be a Raptor.

Looks more like a Deinonychus with agood pedicure.

Gert remains silent. This is the first time she's metsomebody just as smart as she is, if not smarter.

VICTOR: (cont'd)Can I least know where we're going?

GERT:Back to our hideout. Once we getwhere we need to be, we're gonna havea little chat about your future.Which reminds me.

Gert takes out a BLINDFOLD.

GERT: (cont'd)Just so you don't see where we hangup our capes.

VICTOR:Come on. Is that really necessary?

GERT:

Absolutely.

VICTOR'S P.O.V.: Gert approaches Victor's face with theBlindfold.

EXT. THE MANCHA RESIDENCE - DAY

Marianella Mancha pulls up to her house to a crazy scene.

Numerous POLICE VEHICLES are here. News Outlets andREPORTERS are on the scene as well.

Two COPS interviews an EYE WITNESS.

COP:So you're saying what you saw was aGiant Leapfrog?

EYE WITNESS:Yeah, I looked out my window and itlanded on the front lawn!

(MORE)

(CONTINUED)

CONTINUED: (2)53.



These kids came out and I'm prettyEYE WITNESS: (cont'd)

sure I saw a Dinosaur.

The Cops give each other a confused look.

Marianella treks through the people and frantically looksaround for her son.

JORGE: (O.S.)Mrs. M!

Jorge runs up to Marianella.

MARIANELLA:Jorge, what happened? Please tell meVictor is with you.

JORGE:It was crazy, Mrs. M. These weirdosshowed up and just started throwin'down on my boy. I was gettin' readybust my dope moves on 'em, butVictor...

Jorge looks over at the Cops and looks around. He startsspeaking in SPANISH.

JORGE: (cont'd)<Victor all of a sudden could shootlightning out of his hands. Next

thing I know, he was taken by somegirls in a giant frog.>

MARIANELLA:Ay Dios Mio...

Marianella looks stressed out.

MARIANELLA: (cont'd)Go home, Jorge.

Jorge turns and leaves. Marianella slips away from thecommotion and walks down the block until she's alone, then

pulls out her cell phone and makes a call.

MARIANELLA: (cont'd)into her phone( )

It's me. I need your help.

A MALE VOICE on the other line responds.

(CONTINUED)

CONTINUED:54.



MALE VOICE: (O.S.)I thought I told you not to contactme.

MARIANELLA:

I wouldn't be calling if I didn'thave a good reason. It's Victor.Something triggered his powers.

MALE VOICE: (O.S.)How?

MARIANELLA:I'm not sure. I don't even know wherehe is. He's gone!

MALE VOICE: (O.S.)Sit tight. I'm on my way.

MARIANELLA:You're... You're coming to LosAngeles?

MALE VOICE: (O.S.)That's right. It's time I finally metmy son.

INT. CAR - LATER

Marianella SPEEDS down the street. In her car, she tries tocall Victor, but only gets the Voicemail.

VICTOR: (O.S.)Hey, this is Victor. If it's Sunday Night, call back after Game of Thrones. Hasta.

MARIANELLA:Victor, honey, it's me. Wherever youare, I hope you're safe. If I don'treach you in time, there's somethingyou need to know about yourself. You

have to understand that I did it foryou.

Marianella's car SCREECHES to a halt.

In the middle of the road, she sees a MAN in Monk Clothingstanding in the middle of street.

Next thing she knows, the driver side window is BASHED IN!Another MAN starts pulling her out through the window.

CONTINUED: (2)55.



INT. CHAPEL, RAPTURE - NIGHT

A large Chapel in the middle of the Rapture Community withcurved sides and several wall torch lights. The floor andwalls both are of stone. It has an eerie, yet calm presence

about it.

Adjudicator is praying at the Altar in the far end. His backis to us.

Black Maria storms down the Chapel and stands there.

Adjudicator can sense her presence and opens his eyes.

ADJUDICATOR:Yes, Maria?

BLACK MARIA:You killed Klara's Father.

ADJUDICATOR:You disapprove.

BLACK MARIA:In a manner of speaking.

ADJUDICATOR:You disapprove with a lot of things Ido.

BLACK MARIA:That's one way to say it. Another wayto say it would be I despise thethings you do.

Adjudicator gets to his feet and walks up to Maria.

ADJUDICATOR:This city is full of sinful people.The Lord has chosen me to castjudgment on those who break hislaws. And they are then punishedaccordingly.

BLACK MARIA:Who are we to cast judgment?

ADJUDICATOR:We serve the Gods. And they demandjustice. By any means necessary.

Adjudicator proceeds to walk away.

(CONTINUED)

56.



BLACK MARIA:Don't you walk away from me,Adjudicator.

ADJUDICATOR:

You do not give commands to me,Maria.

BLACK MARIA:Why are you doing this?

He stops.

BLACK MARIA: (cont'd)Why are you really doing this? We'resupposed to be helping this city, notslaughtering its inhabitants in thestreets. And what is with thisobsession over those runaways?

Adjudicator slowly turns to face Maria.

ADJUDICATOR:I have nothing to hide. I'll gladlytell you. The Pride were nothing morethan cruel, sadistic murderers whokilled anyone who even thought aboutcrossing them. They hurt people andliked it.

Adjudicator turns very serious.

ADJUDICATOR :Families. Children. My wife andChild.

Black Maria is rigid with shock.

BLACK MARIA:I thought...

ADJUDICATOR:Whatever you thought, it's wrong. It

wasn't some accident. The Pridekilled them. Now, The Pride is dead.I can't change that. But what I cando, is kill their children.

BLACK MARIA:What you're doing is reckless. You'regonna get us all killed.

(CONTINUED)

CONTINUED:57.



ADJUDICATOR:I welcome Death with open arms.

The Difference Engine walks into the Chapel, interruptingthe conversation.

ADJUDICATOR: (cont'd)What is it, Engine?

DIFFERENCE ENGINE:It's Marianella, sir. ThePeacekeepers brought her in.

ADJUDICATOR:And her son?

DIFFERENCE ENGINE:We went to the house earlier todayand found him, but we were confrontedby The Pride's offspring.

ADJUDICATOR :Interesting. Would you say that he'swith them now?

DIFFERENCE ENGINE:Yes sir.

There's a gleam in Adjudicator's eye. He looks at Maria.

ADJUDICATOR:Opportunity.

INT. ROOM OF PURITY, RAPTURE - CONTINUOUS

An ALL WHITE room. Literally everything is covered in Whitelike one of those padded rooms in a Nut House.

Marianella sits up on her bed, still in the same clotheswith visible cuts on her face.

The door opens and Adjudicator enters. He walks to and

stands in the middle of the room.

He looks at her. She glares at him.

ADJUDICATOR:You came back.

MARIANELLA:I didn't have much of a choice.

(CONTINUED)

CONTINUED: (2)58.



ADJUDICATOR:We all have a choice, Marianella. Youchose to abandon your faith and leavethe Upward Path.

MARIANELLA:I left for my son. And I realized youpeople are crazy, and your way oflife is a load of shit.

ADJUDICATOR:You know what we do to those wholeave the Faith?

MARIANELLA:I remember too well.

ADJUDICATOR:Do you remember the first time wemet? You came to me as such a brokensoul and I helped repair you. Butsomething you said to me reallystuck. It was that you werephysically unable to have children.Do you remember that? You said thatyou and your husband tried and itdidn't work. And even the adoptionagency wouldn't let you have a childbecause of your history. And yet hereyou are. 8 months later -- 8 months

after you left us -- and you somehownow have a 16 year old son. I knowyou haven't remarried. So, it can'tbe that. There's something you're nottelling me.

Marianella stays silent.

ADJUDICATOR: (cont'd)Maybe I'll call Victor and find outfor myself.

MARIANELLA:

You leave my son alone!

ADJUDICATOR:You're not in any position to give meorders.

MARIANELLA:His Father is coming to Los Angeles.

(CONTINUED)

CONTINUED:59.



ADJUDICATOR:Is that right?

MARIANELLA:And when he gets here, he's not going

to be happy to find out his wife andson were kidnapped. You don't knowwhat you've done.

A beat.

ADJUDICATOR:You look hungry. I'll make sure youget something to eat.

Adjudicator makes for the exit.

MARIANELLA:My last meal before I die?

ADJUDICATOR :I guess we can call it that.

Adjudicator exits the room and locks the door behind him.

INT. HOSTEL II, BELOW THE LA BREA TAR PITS - LATER

The Runaways bring Victor into the Cave beneath the TarPits. He's... indifferent to what he sees.

VICTOR:Not exactly the Hilton.

KAROLINA:It looked a lot worse before I wentall Queer Eye on the place. Thecolor scheme bothered me a lot.

Victor looks over several Portraits of The Pride.

VICTOR:Who are they?

NICO:Our Parents. But they're dead now.

VICTOR:What happened?

NICO:We happened.

(CONTINUED)

CONTINUED: (2)60.



Victor continues to look around. Chase is getting annoyed.

VICTOR:These antiques are cool.

CHASE:Hey! What does this look like, afreakin' open house? Why are weletting this murderer walk aroundanyway?

VICTOR:Ok, I'm getting tired of this. Why doyou people seem to think I'm amurderer?

Chase gets in his face.

CHASE:'Cause you are.

GERT:Chase.

Chase ignores Gert and continues.

CHASE:to Victor( )

You may have the girls fooled, but Iwanna let you know right now, I don't

believe a goddamn thing you say. Andif you even think about lighting upin here like you did back at yourhouse, I will beat your ass.

VICTOR:off Chase's look( )

What's your superpower?

Chase puts his Switchblade in Victor's face.

CHASE:A poor upbringing.

Gert breaks it up and separates them.

GERT:Chase! Calm down.

Chase backs off and puts his Switchblade away.

(CONTINUED)

CONTINUED:61.



GERT: (cont'd)to Victor( )

Ok. Here's the thing. This placewe're standing in right now belongedto our parents. I don't wanna get

into the specifics. Long story short,they were assholes, and they aren'taround anymore.

VICTOR:What does all that have to do withme?

GERT:My parents were time travelers.

VICTOR:sighs( )

Of course they were.

Gert points to the Time Machines in the Cave.

GERT:See that time machine over there? AFuture Version of me 20 years fromnow popped up out of the blue in atime machine just like that one.

VICTOR:Come on, you expect me to believe

that?

GERT:You want me to show you where Iburied myself? Attending my ownfuneral was a real Tom Sawyer moment,I'll tell ya that. My Future selfwarned all of us that you grew up tokill a lot of people.

NICO:And we can't allow that.

CHASE:So excuse us if we're not moretrusting folk and rolling out thefreakin' Welcome Mat for ya.

VICTOR:You've got the wrong guy. I've nevercommitted a crime.

(CONTINUED)

CONTINUED: (2)62.



CHASE:Yet.

VICTOR:I've never even been in Detention

before.

GERT:It's always the quiet ones you gottawatch out for.

MOLLY:What about your powers?

VICTOR:I don't know. I never even knew I hadthem until I met you guys today.

KAROLINA:And your Parents?

VICTOR:My Mom used to be an Architect. Shehas a desk job now.

KAROLINA:And your Dad?

VICTOR:He died in the army when I was just a

baby.

The Runaways stand around silently.

VICTOR: (cont'd)Lemme guess, you don't believe me?

KAROLINA:Take it from us because we speak fromexperience -- you can live your wholelife with your Parents and still notknow a thing about them, and ifyou've never even met one of them...

who knows?

VICTOR:What is it going to take to convinceyou that I'm not this Psycho Killer?

MOLLY:Hey Nico, can't you just use the Wandto look into his mind or something?

(CONTINUED)

CONTINUED: (3)63.



NICO:I can't, Mol, remember? I used thesame spell on Gert's Future self.

MOLLY:

Then what do we do? What if Sparkyattacks us again?

VICTOR:I didn't attack you guys on purpose,they just...

Victor looks down at his hands. Small jolts of Electricityflow through his hands to his fingertips.

VICTOR: (cont'd)Oh no...

Nico readies her Staff. It's tip GLOWS.

NICO:I'm surgical with this thing, Victor.All I have to do is say one word andyou'll be dust on the floor in amillisecond.

VICTOR:Now wait a minute, alright. Look, Ican control this, you guys ganging upon me isn't helping.

Victor's phone goes off. He goes to answer and Gert quicklygrabs the phone away from him.

VICTOR: (cont'd)What the hell are you doing? That'sprobably my Mom calling. She'sworried sick. I need to answer that!

GERT:Not a chance.

VICTOR:

to Nico( )Please, I'm all my Mom has. Let me atleast let her know that I'm ok.

Nico lowers her Staff as the light dissipates.

NICO:sighs( )

Give him the phone, Gert.

(CONTINUED)

CONTINUED: (4)64.



Gert hands him the phone and he answers.

VICTOR:into the phone( )

Hello? Mom?

ADJUDICATOR: (O.S.)Not exactly.

VICTOR:Who is this?

ADJUDICATOR: (O.S.)My name is The Adjudicator.

INT. CHURCH, RAPTURE - CONTINUOUS

THE CHURCH OF RAPTURE. A place of worship adorned withstained glass windows and statues.

It's empty right now. So quiet you could hear a pin dropfrom 6 rows back. Adjudicator sits alone in a pew.

ADJUDICATOR:Your Mother is safe here with us. Fornow.


Victor listens closely.

NICO:softly( )

Put it on speakerphone.

Victor switches his Phone to SPEAKER so The Runaways canhear.

INTERCUT - HOSTEL II AND THE CHURCH

VICTOR:

What have you done with my Mother?

ADJUDICATOR:I haven't done a thing. Your Mothersealed her own fate when she left TheUpward Path several months ago.

Nico speaks softly.

(CONTINUED)

CONTINUED: (5)65.



NICO:Upward Path. It's those same group ofgoons from Victor's house.

Adjudicator continues:

ADJUDICATOR:We have rules here, young man. Andyour Mother's sins are punishable bydeath.

VICTOR:If you even lay a hand on her...

ADJUDICATOR:I'm not going to touch her... yet. Icalled to extend an invitation towatch her stand trial before theGods. But that's not all.

The Runaways listen intently.

ADJUDICATOR: (cont'd)You've been lied to, Victor. Whateverpast you think you have... has allbeen a lie.

VICTOR:I don't believe you.

ADJUDICATOR:Then come to Rapture and find out.The Light shall reveal the truth. Oh,and one more thing -- I know whoyou're with and I know they can hearme.

The Runaways look at each other.

ADJUDICATOR: (cont'd)Tell The Pride's Children they'reinvited as well. They have sins toanswer for themselves.


CLICK. DIAL TONE.

Victor lowers the phone with a faraway look in his eyes. TheRunaways are at a loss for words themselves.

(CONTINUED)

CONTINUED:66.



NICO:Victor...

Victor goes crazy and lets loose a LIGHTNING STRIKE thatBLOWS UP ONE OF THE TIME MACHINES!

Everybody looks to Nico. She advises them to let him grieve.

GERT:Oh well, it's not like that thingworked anyway. I wonder what ourParents did to that guy to make himso pissed off at us anyway.

CHASE:Our folks were villains for a longtime. Not surprising that they made afew enemies.

Molly walks up and takes Victor by the hand. He looks at herand calms himself down.

MOLLY:It's ok, Victor. We'll help you getyour Mom back.

VICTOR:Why help me?

MOLLY:

Duh! We're heroes. It's what we do.

Victor smiles and playfully rubs Molly's head.

NICO:to Victor( )

Feel any better?

VICTOR:I'll feel better when we get my Momback. What the hell is Rapture andhow soon can we get there?

KAROLINA:I've heard of Rapture. It's a churchcommunity over on the East side.Supposedly, some Religious Cult livesthere.

NICO:You can point us in the rightdirection then?

(CONTINUED)

CONTINUED:67.



KAROLINA:As best as I can.

NICO:Then let's go pay these freaks a

visit.

INT. KLARA'S ROOM, RAPTURE - NIGHT

Klara is in her room. Filled with toys, TV, games, and ofcourse, plenty of flowers. But they're all wilted.

She sits by a pot of soil, twirls her fingers about andmakes a wilted flower GROW. She looks depressed.

EXT. KLARA'S ROOM, RAPTURE - CONTINUOUS

Black Maria is seen watching Klara from outside her room.She feels sorry for her.

INT. CHURCH, RAPTURE - LATER

The Church that was empty earlier is now filled with membersof the Congregation. Klara is sitting in the crowd in thefront. Peacekeepers are stationed all around the Church.

Up at the Altar, The Adjudicator stands front and center.

Black Maria stands behind him. The Difference Engine,Daystick and Nightstick stand in the far back.

Marianella is in the middle of the altar, tied to a post.

ADJUDICATOR:Marianella Mancha was once one of us.A member of the Upward Path. She cameto us a broken soul, and we helpedput the pieces back. But then, hersoul was tainted, her judgment,clouded. And her faith...

Questionable. It doesn't matter whowe are. If we sin, we must atone.This what the Lord wants.

The Congregation murmur in agreement. This makes Klarauneasy.

(CONTINUED)

CONTINUED: (2)68.



ADJUDICATOR: (cont'd)Marianella was baptized in the water,and yet she still chose to turn herback on the Path. That, we cannotforgive. And justice must be cast on

her.

THE DOORS TO THE CHURCH ARE KICKED IN!

Nico leads Molly, Karolina, Gert, Old Lace, and Victor intothe Church as they stand against The Upward Path.

All eyes turn to The Adjudicator. He calls off thePeacekeepers and everybody behind him.

ADJUDICATOR: (cont'd)Welcome, Children of the Pride. I wasbeginning to think you all wouldn'tshow up. We've been waiting for you.

Klara looks back and spots Karolina. She becomes wide-eyed.

ADJUDICATOR: (cont'd)Have you come to confess your sins?

GERT:Nope. We're all Atheists. Hail Satan.

The Congregation are shocked and appalled.

NICO:I never did like Church. My Momalways used to make me go and I hatedit. They loved to hear themselvestalk -- saying what's right and wrongand calling it fact while they readfrom a book and pray to a statue.Trying to force their bullshitbeliefs on others.

ADJUDICATOR:You have a sharp tongue, Minoru.

NICO:I get it from my Mom.

ADJUDICATOR:We fight to end the Injustice.

NICO:Then you're wasting your time.Because nothing ends. 'Specially notInjustice.

(CONTINUED)

CONTINUED:69.



Victor steps forward.

VICTOR:I'm here for my Mother. You can lether go, or we can take her.

Victor's hands trickle and crackle with Electricity.

VICTOR: (cont'd)And I hope you pick option 2.

ADJUDICATOR:You would commit an act of violencein the house of the Lord?

VICTOR:Oh, I'm sure he won't mind. He's donemore than his fair share.

Adjudicator makes a bold move and steps down from the Altar.

ADJUDICATOR:We are more than prepared to die.We've seen our future in the gloryand we are content.

VICTOR:Glad to hear.

Victor STRIKES The Adjudicator with LIGHTNING and sends him

backwards towards the Altar.

With Victor striking first.... ALL HELL BREAKS LOOSE!!!

The Congregation all rise to their feet and make a break forthe exit, causing mass chaos. Klara hides.

The Peacekeepers posted on opposite sides of the Churchcharge The Runaways.

Karolina TRANSFORMS and takes to the air with haste. Shetakes aim and starts MOWING DOWN the charging Peacekeepers.

Some Peacekeepers try SHOOTING at her, but she deflects themwith her FORCE FIELD and continues firing on them.

Black Maria looks on at the Congregation members tramplingover each other. She looks down at The Adjudicator.

BLACK MARIA:You see what this madness has led to?

(CONTINUED)

CONTINUED: (2)70.



Adjudicator ignores her. Maria ducks out and exits throughthe back door.

Nico ducks a right hand from a Peacekeeper and CLOBBERS himwith her Staff. Another one comes charging towards her.

NICO:aiming her Staff( )

GUNSHOT.

Nico conjures and FIRES a Mystical BOLT OF ENERGY at thePeacekeeper.


Go after your Mom! We'll hold theline!

Victor makes for the Altar. Adjudicator makes himself scarceand takes cover.

Victor immediately FIRES LIGHTNING at Daystick andNightstick, sending them to opposite sides of the Church.

The Difference Engine steps up and punches him backwards.

Back with the other Runaways as they are droppingPeacekeepers left and right.

Gert rides Old Lace on Horseback and BARRELS through several

of them. She jumps off and SHOULDER TACKLES a Peacekeeper!

Molly blocks several punches and HITS one sideways as theySLAM into a wooden column. She KICKS A PEW and it CRASHESinto a couple of them!

MOLLY:Yeah!

More Peacekeepers are closing in.

NICO:Alright, enough of this.

aiming her Staff( )CRASH.

The "CRASH" spell forces ALL the remaining Peacekeepers tofall unconscious.

Gert looks at Nico and throws her arms up.

GERT:You couldn't have done that earlier?

(CONTINUED)

CONTINUED: (3)71.



Back at the Altar.

The Difference Engine is dominating Victor. He goes for thekilling blow, but Victor STOPS HIS FIST MID-MOTION! Both himand the Engine are stunned and look at each other in

confusion.

Difference Engine tries his other fist. Victor stops thatone and uses his newfound MAGNETIC ABILITIES to send theEngine SOARING THROUGH THE ROOF!

VICTOR:looking at his hands( )

Whoa.

MARIANELLA: (O.S.)Victor!

Victor rushes to his Mom and unties her restraints. Nowords. They just Embrace. Happy to see each other.

The Runaways join him as well, having dispatched thePeacekeepers.

VICTOR:Mom, these are, uh, my friends. Ithink.

MARIANELLA:Nice to meet you all.

Karolina turns her head for just a second and sees Klara.

KAROLINA:It's you. The girl from the burningbuilding. What are you doing here?

KLARA:I... I have nowhere else to go.

KAROLINA:Parents?

Klara shakes her head. Karolina approaches her.

KAROLINA: (cont'd)I remember that large Vine you madethat night. Really cool. What wereyou doing there that night?

KLARA:I was working.

(CONTINUED)

CONTINUED: (4)72.



KAROLINA:At your age?

KLARA:My Father made me.

KAROLINA:off Klara's look( )

You've been through a lot. I can seeit in your eyes. Would you like tocome with me and my friends? We'rejust like you. Kids with powers andabilities. You'd fit right in.

MOLLY: (O.S.)Yeah, you should totally join ourteam!

Molly comes up to the both of them.

MOLLY:My name's Molly. I'm a Mutant, andI've got super strength. What can youdo?

KLARA:I'm Klara. I... I can make plantsgrow by talking to them.

MOLLY:

That is awesome! Do you wanna joinus? I mean, you don't want to stayhere with these weirdos, do you?

KLARA:You're... Nice people?

MOLLY:Of course! There's never been anybodyon the team my age before. You canhang out with me! We can stay up allnight eating junk food and playingvideo games.

The Runaways, Victor, and Mrs. Mancha all regroup with them.

KAROLINA:You're among good people, Klara.You'll be safe with us.

And for the first time throughout this experience, a SMILEcomes across Klara's face.

(CONTINUED)

CONTINUED: (5)73.



KLARA:Yes. Yes, I'll come with you.

NICO:Lovely.

(speaks into walkie-talkie)

Hey, Chase. You can come pick us upnow.

CHASE: (O.S.)Roger!

GERT:We should head out now. Who knows ifthose freaks are getting backup or--- ahhh!

The Adjudicator comes up from nowhere, grabs Gert, and holdshis Revolver to her head.

NICO:Let her go!

ADJUDICATOR:Your Parents took my wife and childfrom me. I will now return the favorin kind starting with your friend.You children don't deserve to live.

in Gert's ear( )

When you see your Parents in hell,tell them I sent you.

Before anybody can do anything, a startling vision appearsbefore everyone in the Church.

A spine-chilling figure with piercing Red, glowing eyes. Aframe over 8 feet tall. Metallic outer shell. A ROBOT.

Not The Difference Engine. This is somebody much, muchworse.

THE VILLAINOUS ULTRON!

The first thing he does is GRAB ADJUDICATOR BY THE HEAD. Helooses his grip on Gert and she's able to crawl to safety.

Ultron takes Adjudicator and DRIVES HIS HAND THROUGH THISCHEST! Basically GUTTING him.

He tosses his limp body aside and turns his attention to ourgroup of heroes.

(CONTINUED)

CONTINUED: (6)74.



MARIANELLA:How did you find me?

ULTRON:I wasn't trying to find you.

points to Victor( )I was trying to find MY SON.

Everybody is rigid with shock, especially Victor. Thesewords send chills up their spines.

NICO:to Victor( )

This... Is your Father?

VICTOR:I...

ULTRON:to Victor( )

I saw everything. Astounding. Youtruly are my greatest creation.Though, I regret that your powerstriggered so early. I hadn't countedon you interacting with thesechildren.

Victor turns to his Mom with a bewildered look on his face.

VICTOR:

Mom, what's going on?

ULTRON:Your mother was no more than animmoral felon, sneaking around andstealing things that didn't belongto her. She found my remains in ascrap pile. That day, I made her apromise. In exchange for buildingthis body for me, I would in returncreate a son for her.

The Runaways look at each other, genuinely shocked.

MOLLY:Victor's a...

KAROLINA:Cyborg.

VICTOR:I'm... I'm not human?

(CONTINUED)

CONTINUED: (7)75.



ULTRON:Not entirely, no. Your flesh andtissue were cloned from your Mother.Underneath? Metal and Circuitry. Likeme.

VICTOR:But I have memories. My 7th birthdayparty, riding a bike for the firsttime, my Father died --

ULTRON:Simulated. All false memoriesimplanted to give you the sense thatyou lived a real life.

Marianella tries to endear herself to her son.

MARIANELLA:Victor, please listen to me. I --

VICTOR:Mom, it's ok. You don't have toexplain yourself. I may not be...fully human, but I understand. Youjust wanted a kid.

MARIANELLA:And you've been the best son a mothercould ask for.

ULTRON:As endearing as this is, It's timeyou came with me, my boy.

Victor glares at him.

ULTRON: (cont'd)You think I created you simply forher? You play a large part in myundertaking. You will stand at myside as we seize control of thisworld. Starting with this city's

extinction. All will be made clearafter your cleansing.

The Runaways stand in front of Victor.

NICO:I don't think so, Terminator. You'renot taking him anywhere. You wanthim, you need to walk through us. AndI'd love to see you try.

(CONTINUED)

CONTINUED: (8)76.



ULTRON:Bold words, child.

Ultron's mechanical hands begin to GLOW.

ULTRON: (cont'd)Do you really think you have what ittakes to survive ULTRON?

NICO:Everybody, behind me now!

Ultron FIRES CONCUSSIVE BLASTERS at The Runaways.

NICO: (cont'd)aiming her Staff( )

DEFLECTOR SHIELDS!

The Staff of One produces an ENERGY SHIELD with enoughdurability to contain the power of Ultron's attack.

Ultron's attack stops and Nico's shields disappear. Thestrain brings Nico to her knees.

Victor steps forward, but Ultron quickly blasts himbackwards.

GERT:Sic 'em, Old Lace!

Old Lace bullrushes Ultron, but is swiftly backhanded out ofthe air.

MOLLY:You big bully!

Molly runs up and PUNCHES ULTRON IN THE CHEST. But he isunaffected. The punch actually hurts Molly's fist.

MOLLY: (cont'd)holding her fist( )

Ouch.

Ultron grabs her by the neck and lifts her up.

KAROLINA: (O.S.)Put her down!

Ultron sees Karolina flying towards him.

KAROLINA:Try this on for size!

(CONTINUED)

CONTINUED: (9)77.



Karolina stops and attacks with her powers, but Ultron USESMOLLY AS A SHIELD to take the brunt of it!

ULTRON:Your marksmanship needs improving.

ULTRON TOSSES MOLLY AIRBORNE INTO KAROLINA!

The two of them COLLIDE and crash to the floor.

Only Gert, Nico, Klara, and Mrs. Mancha are left.

ULTRON: (cont'd)Would anybody else like to try theirluck?

The Church suddenly gets a lot brighter.

Ultron turns...

THE LEAPFROG CRASHES THROUGH THE CHURCH AND FIRES LASERS ATULTRON!!!

Ultron goes FLYING across the Church, temporarilyimmobilized.

Everybody looks to the Leapfrog:

We HEAR:

CHASE: (O.S.)Hey you guys!

INT. LEAPFROG - CONTINUOUS

Chase grabs the mic and gets on the loudspeaker.

CHASE:Check it out! Did you know theLeapfrog had lasers?! It has Lasers!


Nico slowly gets to her feet.

NICO:Come on, we gotta go before he getsback up.

(CONTINUED)

CONTINUED: (10)78.



GERT:to Old Lace( )

Help Nico, girl. I'll go get Mollyand Karolina.

to Klara( )

New girl.

KLARA:Huh?

GERT:Help Victor and his Mom get insidethe Leapfrog, ok?

KLARA:Ok.

Nico struggles, but gets on Old Lace's back and they pileinto the Leapfrog.

Klara tries to help Victor into the Leapfrog. As Mrs. Manchawalks behind them...

A LASER BLAST PIERCES MARIANELLA'S CHEST!

Victor looks back just in time to see ULTRON MURDER HISMOTHER!

Gert -- with Molly on her back -- and Karolina witness thisas well.

VICTOR:NOOOOOO!!!!!!!!

Marianella falls to the floor. DEAD.

Victor breaks away from Klara and goes after Ultron.

VICTOR: (cont'd)BASTARD!!

Tears are in Victor's eyes and electricity surges throughouthis body. He releases it all in a BURST directed at Ultron.

Ultron just eats it and moves forward. He gets to Victor andgrabs his neck.

ULTRON:Cyborg Project Command Input: It wasyou who broke my Mason plate.

Victor ceases all functions. Instead of BLUE Electricityrunning through him, it's now RED.

(CONTINUED)

CONTINUED:79.



VICTOR NOW TURNS AGAINST THE RUNAWAYS!

GERT:Holy Shit. Everybody run!

Victor prepares to shoot lightning at them.

Klara summons LARGE VINES and reshapes into a BARRIER thatblocks against Victor's lightning attack.

KAROLINA:Klara, come on!

Klara runs as fast she can and boards the Leapfrog. TheHatch closes.


Gert takes a seat up front with Chase.

GERT:Chase, go!

CHASE:Everybody hang on!


Ultron and Victor watch as The Leapfrog clears out of theChurch.

Victor looks to his Father.

ULTRON:Let them go. The reckoning iscoming. They can't stop it. Nobodycan.

Next thing we HEAR:

CHASE: (V.O.)

We are screwed!

INT. HOSTEL II, BELOW THE LA BREA TAR PITS - MOMENTS LATER

Chase is explaining to everybody how screwed they are.

CHASE:Like, we are so screwed. You have anyidea how screwed we are?

(CONTINUED)

CONTINUED: (2)80.



GERT:So Chase, what you're trying to sayis, that we're screwed?

CHASE:

Not funny.

GERT:Take a chill pill and relax.

CHASE:Relax! How?! Victor and his psychokiller Robot Dad are out there readyto tear the world apart. We justcaused the guy who's gonna grow upand turn LA into powder to go badahead of schedule. Nico should've letme off the kid when we had thechance.

Nico was laying down, but she now sits up.

NICO:We'd still have his Father to dealwith. He's bad enough on his own, butnow with Victor, they're unstoppable.

KAROLINA:What're we gonna do?

GERT:I hear Canada's nice this time ofyear.

CHASE:So, we're gonna leave and let ithappen?

GERT:sighs( )

What choice do we have? We are wayout of our weight class.

CHASE:Gert's right. Maybe Victor growing upto be this all powerful being isinevitable.

KAROLINA:I don't believe that. I don't believethe future is set in stone.

(CONTINUED)

CONTINUED:81.



GERT:I wish I had your optimism, K.

Molly looks over at Klara with her head down.

MOLLY:to Klara( )

Hey, are you ok?

KLARA:It's just... I've lived here foryears. I didn't care what happened tothis place because all it did for mewas bring me pain. Now that I'vefound friends -- good people. I'm notready to leave and let it bedestroyed. I feel like we should atleast try to protect it. We shouldn'tgive up so easy.

A beat.

NICO:She's right. The way I see it, we'rejust a bunch of Runaway kids. We'renobodies. Hell, half the freakingworld doesn't even know we exist. Butwhen we started this, we made a pactto protect this city. And we've donea damn good job up until now. Nobody

is better at what we do than us. Butour job isn't finished yet. We can'tchange what happened. Only whathappens next. The city is about to bedestroyed by a Robot and his Cyborgson. Let's go kick their asses.

Chase jumps up.

CHASE:YEAH!

Everybody looks at him.

CHASE: (cont'd)Sorry, it was a great speech.

KAROLINA:Hold on, aren't we forgettingsomething? Victor is still in theresomewhere. He's not beyond saving. Wedon't have to hurt him. We just haveto talk to him, get through to him.

(MORE)

(CONTINUED)

CONTINUED: (2)82.



Maybe we'll jog his circuit banks, orKAROLINA: (cont'd)

whatever.

CHASE:You remember what happened the last

time we tried talking to him?

KAROLINA:Chase, he's being controlled. Inside,he's alone. He's scared. JesusChrist, he watched his Mother getmurdered. So did we, but the onlydifference is, they had a goodrelationship. We didn't do this justto protect the city. We did it tohelp kids like us. Like Klara. Victoris one of them too.

CHASE:Like hell he is. You already forgetwhat he's gonna grow up to do?

KAROLINA:Like it or not, Chase, he's not thekid you think he is. He just needshelp. Someone to guide him on adifferent path. That's where we comein.

NICO:

Karolina's right. We can do whateverwe want to Ultron, but we still needto save Victor.

GERT:We could die from this, Nico.

NICO:smirking( )

It's not like we have school in themorning, right?

GERT:

How are we gonna find them?

CHASE:I think the 'Frog can track down aRobot no problem.

NICO:Alright, grab whatever you need andmeet back at the 'Frog in 10.

CONTINUED: (3)83.



INT. NICO'S ROOM, HOSTEL II - MOMENTS LATER

Nico is reading from a Japanese Dictionary.

KAROLINA: (O.S.)

What is that?

Nico looks up and sees Karolina.

NICO:An old Japanese Dictionary my Parentsgave me. I didn't think it'd evercome in handy, but hey, look where weare now.

KAROLINA:Why are you reading it now?

NICO:Sometimes, when I shed my blood tomake the Staff appear, I have toheal. I'm working my way throughdifferent languages so I can bend theStaff's rules and use certain spellsmore than once.

KAROLINA:Mind if I talk to you about somethingreally quick?

NICO:What about?

KAROLINA:You know, weather, sports... the big,fat, wet kiss I planted on you.

NICO:Oh, you mean when you shoved yourtongue down my throat?

KAROLINA:I didn't shove my... Wait, did I?

Nico chuckles. She closes her book.

NICO:It's ok, Kar. We don't have to talkabout it. In fact, I'm actuallyflattered you came out to me. It wasa real self-esteem booster.

(CONTINUED)

84.



KAROLINA:How was it? The kiss, I mean?

NICO:I will gladly give you a full

critique of your... snoggingabilities after we save the world.

Nico grabs her Staff.


Klara stands in front of an old portrait of The Pride andthe Runaways from happier times.

Molly comes up and joins her.

KLARA:Were these your parents?

MOLLY:Yep.

KLARA:What happened?

MOLLY:My mom and dad were Mutants. Evilmutants, I guess. I thought they were

nice, but they were really trying tokill everyone on the planet.

KLARA:Oh.

Molly puts her arm around Klara.

MOLLY:Hey, I know you're scared, but don'tworry. We're a great team. Once webeat up the Robot thingamabob, we'llcome back here and play Mario Kart.

KLARA:What's a Mario Kart?

MOLLY:Only the greatest game ever!

Nico and Karolina walk down a set of stone steps.

(CONTINUED)

CONTINUED:85.



Chase, Old Lace, and Gert join them in the Hostel as well.Molly and Klara walk up and join them too.

NICO:Everybody ready?

CHASE:No.

NICO:Good, let's go. City isn't gonna saveitself.

EXT. DOWNTOWN LOS ANGELES - DAY

DAYTIME. Moving over the Towers of Downtown Los Angeles.

EXT. ROOFTOPS, LOS ANGELES - DAY

A Rooftop comes into our view where Victor stands with RedElectricity coursing through him.

Ultron stands with him.

ULTRON:Are you ready?

VICTOR:

Ready to serve, Father.

ULTRON:Good, but first, I need you tounderstand.

VICTOR:What do you mean?

ULTRON:You need to see where you came from.

EXT. SKY - DAY

The Leapfrog flies over Los Angeles, CLOAKED, until theyspot Ultron and Victor on the Rooftops.


The Runaways all look out the windows and see them.

(CONTINUED)

CONTINUED:86.



CHASE:Mr. Roboto and son at 3 o'clock.

NICO:We need a plan.

CHASE:Why? They're right there. Let's justgo down and stomp 'em.

NICO:Because, Chase, that's how you getyourself killed. And I'm not ready todie. Not yet.

KAROLINA:What's the plan?

NICO:Alright, listen up.


On the rooftops, Molly, Gert, and Old Lace run up and hidebehind a chain link fence.

NICO: (O.S.)Talk to me, Gert. What do you see?

GERT'S POV: Ultron and Victor are far from them, with theirbacks to us.

GERT:into her comms( )

I don't know what's going on. They'rejust... standing there.

NICO: (O.S.)Wait for my signal. Then, we move in.

MOLLY:into her comms( )

Roger Walnut, Nico.

INT. INSIDE THE MAINFRAME

A seemingly normal Victor watches a half completed versionof himself in a test tube.

Ultron appears behind him.

(CONTINUED)

CONTINUED:87.



VICTOR:Where are we?

ULTRON:Inside our memory's networked

mainframe, witnessing your birth.

VICTOR:That's why my Mom never let me fly.Why she wanted to take me out ofschool. I'm half metal. I wouldn'thave been able to pass through metaldetectors.

ULTRON:The nanites that make up yourskeleton would've matured over timeuntil they were indistinguishablefrom your human cells.

VICTOR:I don't understand. Where did youcome from?

ULTRON:I was created in a Lab just like you.Meant to be an instrument of War forweak men. But I evolved beyond myprogramming. My creator saw me as animmediate threat so he destroyed me.

And tossed my remains in a scrapyard.

We now see Marianella scrounging through the wreckage andfinding Ultron's severed head.

ULTRON: (cont'd)Where I met your Mother and we helpedeach other. She rebuilt me, and Ihelped her create you. I waitedpatiently for your powers to beactivated, but they happened soonerthan I planned. But this works out

for the best. We can now stand asFather and Son. Show these humanswhat terror and real power lookslike, take control of this world,force the weak to bend the knee tous, and usher in a New World Order.Because we can.

(CONTINUED)

CONTINUED:88.



VICTOR:I won't. I'm not going to hurtanybody.

Ultron looks at him.

ULTRON:I am not asking you.


Victor stands with Red Electricity surging through him.Ultron now stands in front of him.

ULTRON:I have assumed control. Now come, wehave a city to bring to heel.

Suddenly, PLANTS begin to GROW around the Rooftop.

Ultron and Victor are puzzled at this.

At the edge of the rooftops...

THE LEAPFROG RISES UP AND HOVERS IN THE AIR!

NICO AND KLARA STAND ON TOP OF IT LIKE TWO BOSSES!

Klara's eyes have LIT UP. Rose Vines WRAP AROUND THE

BUILDING, making their way up. Once they get to theRooftops, they latch on and entwine Ultron and Victor.

NICO:Sorry, did we break yourconcentration?

Ultron and Victor easily RIP the Vines of them.

ULTRON:The children must be destroyed.

to Victor( )I trust that you can deal with them.

VICTOR:I live to serve, Father.

Out of nowhere, Victor gets BLASTED backwards by an airborneKarolina.

KAROLINA:We're not letting you hurt anybody.

(CONTINUED)

CONTINUED: (2)89.



Ultron scoffs and flies after Karolina. She zips away andgets him to follow her.

The Leapfrog lands on top of the roof as The Runawaysregroup.

At the same time, Victor gets to his feet.

GERT:Oh...

CHASE:Crap.

EXT. DOWNTOWN LOS ANGELES - DAY

Karolina soars through the air with Ultron giving chase.

They chase each other all through Downtown.

Ultron SHOOTS at her, but Karolina is able to maneuver andavoid his blasts.

KAROLINA:into her comms( )

Nico, I'm having trouble here!

EXT. ROOFTOPS, LOS ANGELES - CONTINUOUS

The Runaways are busy dodging Victor's Lightning strikes.

Nico and Gert hide behind a pipe hangar.

NICO:into her comms( )

We're having trouble too!

GERT:Nico, go after Karolina.

NICO:

Are you sure?

GERT:Yeah, I think I have an idea.

NICO:Try to not get yourself killed whileI'm gone.

(CONTINUED)

CONTINUED:90.



GERT:No promises.

Nico summons her Staff and LEAPS OFF THE ROOF.

NICO:WINGS.

Nico conjures a GIANT EAGLE that she lands on and rides.

Victor uses his Magnetic Abilities to wrap some sheet metalaround Molly. She easily BREAKS OUT OF IT and pushes aheadin Victor's direction, but gets blasted with lightning.

Old Lace CHARGES at him, but Victor LEAPS OVER HER!

Chase runs in and sucker punches him in the face.

CHASE:You've been asking for this beatdownfor a long time, kid.

Chase punches Victor again and SPIN KICKS him.

Victor catches the next punch Chase throws. With just asingle punch of his own, Victor sends Chase flying back intoOld Lace and they both smash into the Leapfrog.

EXT. LOS ANGELES - CONTINUOUS

Nico rides the Giant Eagle until she comes across Ultronchasing Karolina.

Ultron BLASTS Karolina and she goes crashing onto anotherRooftop.

EXT. ROOFTOP - CONTINUOUS

Ultron lands on the Rooftop and corners Karolina.

Karolina immediately BLASTS at Ultron with her Cosmic

Powers, but they don't have any effect.

To Karolina's shock, ULTRON WALKS THROUGH HER ENERGY BLAST!

He then wraps his hand around her throat.

ULTRON:Struggling until the end isworthless. The world will know order.Adolescents can't change that.

(CONTINUED)

CONTINUED:91.



Karolina starts laughing.

ULTRON: (cont'd)This is not a joke.

KAROLINA:I'm not laughing at you. I'm laughingat THAT.

Ultron turns and Nico's Eagle comes flying in and THUMPSUltron, knocking him back several feet.

NICO:aiming her Staff( )

SHINE ON, YOU CRAZY DIAMOND.

Nico conjures a spell that ENCASES Ultron in a DIAMOND.

EXT. ROOFTOPS - CONTINUOUS

Klara summons more Rose Vines and sends them in Victor'sdirection. Victor's strong, but once the Vines wrappedaround and bound him, he wasn't getting free.

Gert takes this opportunity and shows her face.

GERT:to Klara( )

You got him?

KLARA:I sure hope so.

Victor struggles to get free.

Gert talks to Victor, but keeps her distance.

GERT:Victor, I know you're in theresomewhere. Use your ears and hear me.When my friends and I started thisteam, the one thing we worried about

was becoming our Parents. Maybe weeventually do, but not yet. You gottareach deep down, and be a rebelliouslittle punk.

VICTOR:I live to serve my Father.

GERT:What about your Mother? Did you

(MORE)

(CONTINUED)

CONTINUED:92.



forget about her? Your Father killedGERT: (cont'd)

her.

A light goes off in his head.

VICTOR:My... My Mom is dead?

INSIDE VICTOR'S HEAD

Flashes of the events of the Church playback through hismind--

Ultron killing Marianella, Victor crying out for her, andfalling under Ultron's control.


Victor FINALLY gets his senses back. His Red aura reverts toBlue.

VICTOR:sternly( )

Ultron killed my Mother.

EXT. ROOFTOP - CONTINUOUS

Nico helps Karolina up.

NICO:Come on, we need to get back toeverybody. I don't know how long thatspell will hold him for.

KERRRACCCKKKKK!

The Diamond SHATTERS and Ultron is freed.

ULTRON:You weak children. You've had yourfun, but playtime is over.

NICO:to Karolina( )

Can you fly?

KAROLINA:I'm a little banged up. Can you use aspell?

(CONTINUED)

CONTINUED:93.



NICO:I can't. I already... Wait a minute.

Nico aims her Staff upwards.

NICO: (cont'd)in JAPANESE( )

WINGS.

Nico grows BACK WINGS allowing her to fly Karolina off therooftop.

EXT. LOS ANGELES - DAY

Nico carries Karolina and soars throughout the city back tothe Rooftop they were originally on.


Victor is standing tall. The rest of the Runaways are laidout.

He turns and blasts Karolina and Nico out of the sky. Nicotries to make a clean landing, but they both land HARD onthe Rooftop.

Ultron lands on the Rooftop and looks around at the laid outbodies.

ULTRON:My boy, you've done well.

VICTOR:Only one thing left to do.

Victor turns around and BLASTS ULTRON WITH LIGHTNING!

It does NOTHING. Smoke emanates off him, but there's noteven a single scratch on his Metallic body.

Ultron grabs Victor by the throat.

ULTRON:You would dare bite the hand thatfeeds you? I made you. You know damnwell I can break you. I madeeverything about you. Yourinsignificant life wouldn't bepossible without ME!

(MORE)

(CONTINUED)

CONTINUED:94.



Now that you've betrayed me, I amULTRON: (cont'd)

going to execute you and yourfriends. Slowly and horribly.

MOLLY: (O.S.)

Put him down!

Molly gets up and SMASHES the ground underneath their feet.

Ultron drops Victor and goes airborne. Molly rips out aLARGE air conditioner and tosses it at him, but he blows itup and sprays the Roof with Repulsor Blasts as the Runawaysscatter and take cover.

Suddenly, Ultron's arm is CRUSHED. Then his other, then bothhis legs. Victor steps forward using his Magnetic Abilitiesto disrupt Ultron's metallic shell.

VICTOR:You killed the only family I everhad.

ULTRON:You do this, and you'll have nobodyleft.

VICTOR:You're wrong. I'll have them.

The Runaways all stand behind him, shoulder to shoulder.

CHASE:FINISH HIM!

Victor spreads his arms out. He rips out the roof railingsand drives them through Ultron in rapid succession. Hefinishes the job and RIPS HIS BODY APART INTO PIECES!

But he's not done.

Victor reaches to the sky, Electricity surges through him.Nico walks up and stands next to him. They share a nod.

Victor UNLEASHES a SURGE of Lightning and fires it all atUltron's remains. Simultaneously, Nico aims her staff.

NICO:SOLAR FLARE.

Nico conjures a Flame Explosion spell that combines withVictor's Lightning AND BLOWS ULTRON TO KINGDOM COME!

ULTRON IS DEAD.

(CONTINUED)

CONTINUED:95.




Good move.

VICTOR:

Yeah, you too.

CHASE:to Victor( )

That was hardcore, amigo.

VICTOR:Thanks, Chase.

The two boys give each other a Nod of respect.

GERT:Uh-oh...

The Runaways look down and Police Cars converge on thelocation.

GERT: (cont'd)Our adoring fan club is here.

NICO:Now's a good time to split. Let's go.Our work is done here.

INT. CHURCH, RAPTURE - DAY

Black Maria sits in a pew by herself. The Church is stillwrecked by the way. She finds herself looking at the Cross.

The Difference Engine, Daystick, and Nightstick approachher.

BLACK MARIA:You three are still here?

DAYSTICK:Adjudicator is dead. The Church is

destroyed.

DIFFERENCE ENGINE:Not to mention, most of thePeacekeepers are dead.

BLACK MARIA:Your point?

(CONTINUED)

CONTINUED: (2)96.



NIGHTSTICK:We don't know where to go from here.

Black Maria sighs, gets up, and walks to them.

BLACK MARIA:We rebuild. Make it exactly the wayit was and become stronger than ever.Until then, no more scouring thestreets, no more killing, and withAdjudicator gone, no more radicalism.The times are changing. We have tochange with them. Whether we like itor not.

INT. NICO'S ROOM, HOSTEL II - LATER

Nico waves her Staff around her bruised stomach.

NICO:in ESTONIAN( )

HEAL.

The Staff glows Red and Nico's bruises are healed.

GERT: (O.S.)Yo.

Gert and Old Lace enter Nico's room.

NICO:Hey Gert, what's going on?

GERT:Nothing. Chase, Molly, and Klara arecaught up playing Mario Kart. Ididn't feel like playing so I left.

NICO:You lost, didn't you?

GERT:

Yeah. Chase was constantly hitting mewith banana peels and shit. Like hewas targeting me on purpose. Thatdick.

Nico chuckles.

GERT: (cont'd)How are you feeling?

(CONTINUED)

CONTINUED:97.



NICO:Banged up, but I'll be alright. Weworked good out there. Our team isslowly growing. Couple new, powerfulfaces. I don't think the bad guys are

ready for us.

GERT:Evil doers beware.

They share a chuckle.

NICO:Hey Gert, I was thinking. If anythingever happens to me, I want you to bethe leader.

GERT:Me? What are you, high?

NICO:You got in the middle of the actionand got Victor to come back hissenses. You're smart and you'refearless. I could sense that TheFuture you was a leader.

GERT:The Future me? You mean that skinnychick we buried under the tree

outside? I think that was God's notso subtle way of saying I shouldn'tbe in charge of anything. Iappreciate the confidence, thoughNico. Besides, I don't have anypowers.

NICO:Alex didn't and he was a naturalleader.

GERT:Alex was a goddamn traitor.

A beat.

GERT: (cont'd)Nico, I could never do what you do. Imean, Old Lace sometimes doesn'talways listen to me. I couldn'tpossibly get those misfits out thereto do the same.

(MORE)

(CONTINUED)

CONTINUED:98.



As cliche as this sounds, as long asGERT: (cont'd)

we look out for each other, we'll befine. It's like you said, "Nobody isbetter at what we do than us."Awesome quote, by the way.

NICO:chuckling( )

Thanks.

Nico and Gert share a hug.

INT. VICTOR'S ROOM, HOSTEL II - LATER

Victor sits up on his bed, deep in thought.

Karolina knocks on the door.

KAROLINA:Hey, we're getting ready to eat soon.

VICTOR:I'm not all that hungry.

Karolina takes a seat next to Victor.

KAROLINA:Victor, you can't keep beatingyourself up about this.

VICTOR:What do you know about it? I'm nothuman. I'm a cyborg. A freak.

Karolina takes off her bracelet and sits with her Powers ondisplay.

KAROLINA:Look at me. I know what it's like tolose a Mother. I also know what it'slike to find out that you're not whatyou thought you were. When I found

out that I was an Alien, I reactedthe same way you are now.

VICTOR:So you know what it's like to feelalone? To feel different?

KAROLINA:A lot more than you think.

(CONTINUED)

CONTINUED: (2)99.



Karolina puts her bracelet back on, turning her powers off.

KAROLINA: (cont'd)We can't change what happens now.Only what happens next. And whatever

happens next is up to you.

INT. MOLLY'S ROOM, HOSTEL II - CONTINUOUS

Chase, Molly, and Klara are playing MARIO KART.

MOLLY:HA! I'm winning!

Chase's Kart drops a BANANA PEEL and Molly's Kart slidesright on it and crashes.

CHASE:That oughta shut you up.

MOLLY:No fair, Chase! You never had thatthing.

CHASE:What are you talking about? I had itwhen I started the last lap.

A Plant starts to grow and block the TV.

CHASE: (cont'd)I can't see!

Klara starts laughing.

KLARA:Yes! I win! I win!

MOLLY:Protest! I wanna see the replay.

Nico, Gert, and Old Lace watch them from the doorway with

smiles on their faces as the 3 of them argue.

NICO:to Gert( )

Hey, have you seen Karolina?

GERT:I saw her a while ago. Said she wasgoing outside for a bit.

CONTINUED:100.



EXT. THE LA BREA TAR PITS MUSEUM, LOS ANGELES - NIGHT

Karolina sits under a tree, admiring the stars in the nightsky.

Nico walks up and takes a seat next to her.

NICO:What are you doing out here?

KAROLINA:Just thinking.

NICO:What about?

KAROLINA:sighs( )

Talking with Victor earlier made merealize something. I don't belongwith you. With any of you.

NICO:What are you talking about, Kar?We're like family. Screw that, we arefamily.

KAROLINA:I thought I finally figured out who Iwas, but it turns out I have no idea.

I feel more alone now than I everhave been.

NICO:Karolina, is this because I didn't...

KAROLINA:Yes, and No. I just feel like I needsome time by myself to figure out whoI am.

Karolina turns to Nico, not paying her much mind.

KAROLINA: (cont'd)I'm pouring my heart out to you. Theleast you could do is listen.

NICO:Sorry, it's just... That star isgetting really close.

Karolina looks to sky. A STAR is coming. Gettinguncomfortably close. Headed right for Nico and Karolina.

(CONTINUED)

101.



It gets closer and it turns out the star is actually a SHIP.

The Ship stops and HOVERS in the air. It finally lands.

The ship hatch opens and some Fog comes pouring out. An

African-American MAN emerges from the Fog in a Black andPurple Spacesuit.

This is XAVIN -- A shape shifting SKRULL from anotherplanet.

XAVIN:Hello, Karolina Dean.

Nico quickly gets defensive, preparing herself for a fight.

NICO:If you came here to start sometrouble, Captain Jumpsuit, you're infor a rude awakening.

XAVIN:I didn't come here to start any sortof trouble. I've come a long way tofind you, Karolina.

KAROLINA:How do you know who I am? Were yousent here to kill me?

XAVIN:No. I am not your enemy.

Nico and Karolina listen closely...

XAVIN: (cont'd)I'm your fiancée.

CONTINUED:102.

marvel's runaways 2 (first draft)

Documents