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EXT. TROPICAL BEACH - DAY

A palm tree casts a shadow over the empty pristine sand. The
sun shines down on the aqua waves as they reach the shore.
This is paradise.

TITLE : YOU SHOULD BE HERE.

The screen abruptly SHIFTS into a computer desktop screen.
The beach was a screen saver on a laptop where fingers fly
across a keyboard --

INT. OFFICE CUBICLE - NIGHT

Not a scrap of paper out of place. Dark except for a small
desk lamp where WALLACE DUNN (30's), sits hunched over the
laptop, punching in commands. He's fast -- methodical.

A menu pops up on the screen -- UNDERCOVER OPERATIVES. He
types in a password -- ACCESS DENIED. A few taps later --
ACCESS GRANTED. He smiles. No sweat.

He slides in a DVD and data begins burning onto the disk.
It's only now that he breaks his concentration to glance
around him. Everyone's gone home -- or so he thinks.

INT. COUNTERINTELLIGENCE - FBI OFFICE - NIGHT

A pair of well worn Wingtips sit propped up on a cluttered
desk. NICK REEVE(40's) leans back in his chair sleeping, his
crumpled suit gathered around him.

TOM REEVE(30's), confident and dressed crisply weaves through
the desks -- grins when he sees Nick. He picks up a book,
raises it high -- BAM!

Nick wakes with a start -- barely catches himself from
falling.

TOM
Sleeping on the job? What will I
tell Mom?

NICK
You won't be able to say anything
with a mouthful of broken teeth. Got
me, you little prick? What time is
it?
(checks his watch)
Oh shit, Haley's gonna kill me.

TOM
Pull it together. Your tip was
right.

Nick wipes away the drowsiness.

NICK
He's back?

TOM
In right now. Deckland's got a line
on him.

Nick springs out of his chair and follows Tom.

INT. CYBER INVESTIGATIONS - FBI OFFICE - NIGHT

Nick and Tom briskly enter a room full of expensive network
equipment. Watching his monitor closely is DECKLAND, a
computer geek surrounded by empty RED BULL cans.

DECKLAND
My trace packet finally got him.
The mole's back and he's diggin'
deep.

NICK
What's on the menu tonight?

DECKLAND
Undercover operatives. Downloaded
the whole list.

TOM
What workstation?

DECKLAND
Looks like...Wallace Dunn. Two
floors down -- damn he's fast. He's
almost done.

NICK
Dunn...Dunn...Jesus, I think he's
helped us out a few times. Remember?
That Faulkland thing, the --

TOM
Smuggling ring -- yeah I remember
that.

Nick pulls out his cell phone, dials -- then curses under his
breath.

NICK
I don't have a signal.

DECKLAND
Yeah, there's dead spots all over the
building.

TOM
C'mon, let's take him.

NICK
No, I wanna see who this asshole is
selling to.

They follow Nick out. Deckland pops open another can.

DECKLAND
You're welcome fellas.

INT. OFFICE CUBICLE - NIGHT

Dunn grabs the finished DVD, snaps up his FBI badge and
clicks off the lamp.

EXT. FBI BUILDING - NIGHT

Dunn walks through the glass entrance doors into the dense
metropolis outside. Nick and Tom follow behind, keeping
their distance.

EXT. STREETS/SUBWAY - NIGHT

Dunn quickens his pace and heads down into the subway
tunnels, Nick and Tom still on his tail.

INT. SUBWAY - NIGHT

As Dunn steps into a waiting car, he turns back. Nick pushes
Tom back against the wall until Dunn looks the other way.
They quickly step onto another car.

EXT. PUBLIC AQUARIUM - NIGHT

As Dunn disappears into the entrance, Nick and Tom hang back.
Tom pulls out his cell phone.

NICK
Not yet.

TOM
We need to call in more agents.

NICK
Give him a little time. We don't
know what he's been up to. You call
in the calvary and we may never know.
Let's just take a look. Listen to
your older brother on this one.

TOM
He gets away -- it's on you.

INT. PUBLIC AQUARIUM - NIGHT

A maze, floor to ceiling fifteen foot glass walls with exotic
marine life on either side. In the late hour, only a few
stragglers remain.

Nick leads Tom inside, flashing his badge at the customers
and employees, pointing them to get out.

A quick peek around the corner reveals Dunn standing near a
group of men - dressed to the nines. He motions Tom to
circle around. He sneaks up to get closer.

In a small cul-de-sac, Dunn talks to MARKSON in low murmurs.
Behind Markson is QUILL, steel-eyed and cold. Several other
suited associates are nearby.

As Dunn hands the DVD over, Nick notices --

NICK
No money...

TOM -- heads down the side corridor, has a good angle -- his
CELL PHONE suddenly rings the COPS theme.

In an instant the tranquility of the aquarium turns into a
war zone. Quill pushes Markson back as he and the others
draw their weapons. They're pistols, but they're modified.

NICK -- takes cover as bullets spray around him. He returns
fire when he gets the chance.

Bullets ZING back and forth -- striking the massive tanks,
causing hairline fractures to run like spiderwebs over the
glass.

TOM -- dives behind a wall -- winces when several bullets
pass right through just above him.

TOM
Jesus Christ -- what kind of bullets -

A low RUMBLE fills the cavernous maze. The gunfire ceases.
Everyone looks to the walls.

The pressure becomes too much. The walls BURST inwards
sending a tidal wave of glass and water into the room.
Instantly they all stand in waist deep water.

NICK -- uses the advantage -- downs one Suit with a single
shot. Presses forward, firing at more of them.

TOM -- tackles a Suit and lays into him with a flurry of
punches -- then freezes when a SHARK FIN passes by.

Now it's really a clusterfuck. Not only are shots fired, but
the marine life is hungry.

A Suit tries to run as the jaws of a shark take him down into
the water.

Another Suit drops his gun -- he searches for it under the
water as a MORAY EEL catches him right in the face.

The water turns dark with blood as the fish strike at
anything that moves.

The gunfire has all but stopped -- the lights are dim and the
maze is eerily quiet.

MARKSON tries to escape through a back door, but Nick tackles
him and fastens his arm to a post.

MARKSON
HEY! The sharks!

NICK
Dealin' with me later is gonna be a
lot worse.

TOM -- searches through the failing emergency lighting --
takes a surprise punch from Dunn and drops his gun.

QUILL -- grimaces at the chaos, expertly climbs up a pole and
disappears through the dropped ceiling as Nick fires at him.

NICK -- makes his way back through the maze -- hears
commotion nearby. Tries to sneak up on it.

DUNN (O.S.)
NICK!! IF YOU EVER WANT TO SEE YOUR
BROTHER ALIVE AGAIN, COME OUT! SHOW
YOURSELF!

Reluctantly, Nick steps out to see Tom kneeling at Dunn's
feet, gun planted firmly on top of his head.

NICK
Dunn put it down.

DUNN
Stop pretending you're in control
here. I'd say that this has been a
fucking life altering day. So it's
time for change. And since you've
changed my life, I'm going to change
yours.

NICK
You try anything, you're dead half a
second later.

DUNN
I think not. Unlike you, I can
count.

He fires point blank into Tom's head. Nick SCREAMS, pulling
his trigger -- CLICK. He's empty. He leaps out of the way
as Dunn fires at him.

Dunn quickly pushes out the exit and is gone.

Sirens start to BLARE and the water is all but drained out of
the building as Nick cradles Tom's lifeless body in his arms.

EXT. CEMETERY - DAY

Mist swirls around the dark clothed mourners. As the Priest
performs the eulogy, Nick glances over at Tom's WIFE, SON and
DAUGHTER, fighting back his tears.

Next to Nick is HALEY REEVE (12). KATE REEVE (late 30's)
stands somber behind him, watching - as Haley offers a
sympathetic hand to her father. He desperately squeezes it.

EXT. CEMETERY - LATER

As the crowd disperses, Haley starts to walk ahead, but Nick
stops her.

NICK
Haley, wait. Thanks for coming. I'm
sorry I missed your recital.

HALEY
Don't worry about it.

She turns and continues to the car. Nick turns back to Kate.

NICK
She took that well.

KATE
She should, she's used to it.

NICK
I'll make it up to her. We'll go
somewhere this weekend.

KATE
It's going to take more than a
weekend. She's been through a lot.

NICK
And I haven't?

KATE
Don't turn it around.

Kate notices the wedding band on Nick's finger.

KATE
C'mon Nick, take it off. It makes me
feel bad.

NICK
(twirling the band)
It used to bring me good luck. Don't
feel bad, it was my fault, remember?

KATE
Nick...

RYERSON (30's) clean cut, by the book, walks over to Nick.

RYERSON
Nick Reeve? I apologize if I'm
interrupting --

KATE
No, I was just leaving. Goodbye
Nick. I'm very sorry about Tom.

Nick watches her leave, then turns to Ryerson.

NICK
Who the hell are you?

RYERSON
I'm sorry. Andrew Ryerson -- I've
been assigned to your unit.

NICK
Jesus, Tom's barely in the ground and
they've already replaced him?

RYERSON
I'm not here for that. I'm here to
catch the son of a bitch that
murdered him. Thought you might want
to know about the progress.

Ryerson follows Nick to his car.

NICK
I heard Markson wasn't talking.

RYERSON
Nothing yet. Hasn't even requested a
lawyer.

Ryerson hands Nick a piece of paper with a symbol on it.

RYERSON
Ever seen that before?

Nick looks at the page, but can't place the insignia.

RYERSON
It's the symbol for the Brotherhood
of Equus. Markson has it tattooed on
his inner arm. Their business is
intelligence. They have sleepers in
almost every government of every
major country in the world. Their
loyalties lie only with money and
power.

NICK
So Dunn was a sleeper?

RYERSON
We're finding out quite a bit about
him, once we knew what to look for.
Graduated top of his class at MIT --
spent his early days designing
weapons for a company that contracted
with the military. Nick, this guy is
a certified genius. He shouldn't
have been doing grunt work down in
the IT department, he should have
been running it. And even that
might've been too low for him.

NICK
I'll be in tomorrow. I'll see what
Markson will give up. Do me a favor
will ya? Don't clear out Tom's desk
just yet.

RYERSON
Haven't touched a thing.

Nick nods his thanks.

RYERSON
I'm not very good at this kind of
thing -- but I'm sorry for your loss.

INT. DUNN'S WORKSHOP - NIGHT

A vast underground that Dunn has set up as a large work area.
It's detailed wall to wall with hi-tech equipment.

A surgical table site in the corner with dark red dots
splattered on it.

Dunn is in front of a large flat screen scrolling the
internet. He brings up a news story that details an elusive
hacker known only as JESTER who had shut down the stock
exchange for a day.

When he hears noise behind him, he shuts off the monitor.
Turns to face Quill.

QUILL
That exchange could have
gone...better.

DUNN
I underestimated my co-workers.

QUILL
Or maybe you got sloppy.

DUNN
Sloppy? It was a simple
miscalculation.

QUILL
I'd call my men getting eaten by fish
a pretty fucking major
MISCALCULATION!

Dunn's tone gets considerably colder.

DUNN
Don't forget who designs the toys for
your little arsenal.

QUILL
I'm just wondering what your place is
within the Brotherhood, now that your
cover is blown. -- If it were my
call, you'd be dead.

DUNN
That's why it's not your call.

QUILL
And what about Markson? You know
they'll be asking about him.

A thin smile spreads across Dunn's lips.

DUNN
It's been taken care of.

INT. COUNTERINTELLIGENCE - FBI OFFICE - DAY

When Nick walks into the main office, he's immediately
greeted by fellow agents. Handshakes, condolences and
supportive pats on the back.

As he passes by Tom's empty desk, he sighs -- looks to
Ryerson.

NICK
I'll get that cleaned up today.

RYERSON
Don't worry about it.

INT. MAIN FOYER - FBI BUILDING - DAY

Agents wait in a security line to scan their badges. Near
the front is AGENT BERKLEY. He scratches the back of his
neck -- wipes a bead of sweat from his face.

He looks relieved when his badge scans.

INT. COUNTERINTELLIGENCE - FBI OFFICE - DAY

Nick sits at his desk -- looks at the mounds of folders, but
does nothing.

RYERSON
A little overwhelming, isn't it?

NICK
Christ, I don't know where to start.

RYERSON
Dunn's home computer had been wiped
clean, but Deckland found some cached
web pages that he could recover.

NICK
Ya lost me at wiped clean.

RYERSON
Dunn's been researching hackers --
one in particular. Jester. Pretty
big player in the computer world.

NICK
I guess it's a start.

INT. HOLDING CELL CHECK IN -- FBI OFFICE - DAY

Berkley walks to the Guard's desk -- checks his sidearm and
signs in.

BERKLEY
Here to see Markson.

HOLDING CELL GUARD
Okay, you're clear. -- You see that
game last night?

BERKLEY
Missed it. Had a late night.

The Guard buzzes Berkley through the door -- doesn't pick up
on Berkley's nervousness.

INT. HOLDING CELL - FBI OFFICE - DAY

Berkley walks in, shuts the door behind him. He locks eyes
with Markson -- his face full of indecision and fear.
Markson doesn't know what to make of it.

In a flash, Berkley reaches behind him, whips a gun out of
his belt. Aims it square at Markson's head.

MARKSON
What the hell are you doing? You
can't -- GUARD!! GUARD!!

BERKLEY
I'm sorry.

He FIRES. The back of Markson's head splatters onto the
wall.

Berkley lowers the gun, hand shaking. He talks like there's
someone else in the room.

BERKLEY
It's done. Now let me go. Let me
go, PLEASE!

A faint BEEP suddenly freaks him out.

BERKLEY
No please, wait! God, don't, I -- I
I DID WHAT YOU WANTED!

Another BEEP -- louder this time from the back of his head.
He scratches into his scalp near the base of his neck --

A quick gooey BLAST and his head EXPLODES in a mixture of
skull, blood and smoke. His lifeless body sinks to the floor.

INT. HALLWAY/HOLDING CELL - LATER

Nick and Ryerson weave past the agents lingering outside the
holding room. They get to the door, look inside --

NICK
Ah Christ, what happened?

FARRIS, the medical examiner, extracts a small piece of
circuitry from a bloody mess next to Berkley's body.

FARRIS
Whatever it was, this seems to be the
cause of it. Judging from the scene,
I'd say it was attached to his head.
Gonna take me a while. There's
pieces all over the place.

NICK
Ya think? What the hell was Berkley
doin'?

Curious, Ryerson gets in closer to the piece Farris holds.

RYERSON
May I?
(inspects it closer)
Look at this here. I think this
might have been a remote trigger.
(before Nick can ask)
Four years in the Navy. Electronics
technician.

FARRIS
Yeah...yeah, I think you're right.
Damn, now I really want to find the
rest of it. Whatever it is -- it's
something I've never seen before.

RYERSON
(to Nick)
Now who do we know that's good with
technology?

INT. DUNN'S APARTMENT - DAY

The front door swings open. Nick and Ryerson duck under the
police tape and enter a modest studio apartment. Clean and
sterile, just like Dunn's desk.

RYERSON
The lab scanned this place from top
to bottom. No fingerprints at all.

NICK
If he's as smart as you say, it
doesn't surprise me. But we have one
advantage --

He looks under the desk -- pulls out a piece of paper.

NICK
He left in a hurry.

His eyes scan over the paper. Some kind of article.

RYERSON
You find something?

NICK
Maybe. An article. Jester again.

Nick hands it off to Ryerson, who quickly reads over it.

NICK
We need to find someone who knows
about this crap.

RYERSON
This talks about some kind of device.
Something Jester created. Cerberus.
Mean anything to you?

NICK
Greek mythology isn't it? A three
headed dog that guarded the
underworld.
(off Ryerson's impressed
stare)
I did pay attention in college.
Besides, I liked that stuff. Cool
monsters.

Nick's eyes go to a small laboratory setup in the corner.

NICK
Huh. What would a computer geek want
with petri dishes?

EXT. TECHNO CLUB - NIGHT

A multi-level behemoth of steel and glass, bathed in shades
of green laser lights. The club is hot -- jammed full of
people.

Nick and Ryerson flash their badges and head inside.

INT. TECHNO CLUB - NIGHT

Inside, the club is even more impressive. A nightclub for
non-dancers. Filled with booze, video games, loud music and
computer technology that melds into one synthesized mix.

A bouncer points Nick and Ryerson to the VIP lounge -- on the
top level with large glass block windows that overlook the
entire club.

INT. VIP LOUNGE - TECHNO CLUB - NIGHT

Expensive suits and revealing dresses socialize in the dark,
"Matrix" like decor. Nick and Ryerson are ushered past the
velvet rope to a private booth.

CORKY BALLARD (Hugh Hefner with thick glasses), sits with
several buxom plastic women. Nick and Ryerson show their
identification --

CORKY
Now there's a badge I haven't seen in
a while.

RYERSON
We just have a few questions.

CORKY
You know, that's what the last agent
said to me before I was arrested.

NICK
Relax man, it's not about you.

CORKY
Well then ask away. I love talking
about other people.

NICK
Jester. Heard of him?

CORKY
Of course I have.

They wait for more, but Corky just stares back.

NICK
You know him?

CORKY
Now you're just wasting my time.
He's like frickin' Elvis. You know
he's out there somewhere, but the
myth is bigger than the man. He's
everywhere and nowhere.

NICK
That was informative.

CORKY
Look in goon speak, he's done what no
hacker can ever do for long. Stay
under the radar. Sooner or later a
hacker has to blow their wad. That's
how I was caught.

RYERSON
You seem proud of it.

CORKY
Hell yeah I am. At the time I was
the only hacker ever to hack the U.N.
When I changed their meeting agenda
to include declaring David Hasselhoff
an international threat, I wanted
everyone to know who the mastermind
was. But Jester isn't like that.

NICK
You ever hear of something called
Cerberus?

CORKY
Nah. Been out of the loop for a
while.
(grabs the two girls)
Got my hands full these days. You
think you're gonna catch him?

NICK
Is this person as smart as you?

CORKY
Smarter. Much smarter. Drinks on
me. Get some of that starch out of
your shirts.

He stands and leads the giggling girls out of the lounge.

INT. NICK'S APARTMENT - DAY

Messy with leftover food and dirty clothes in clumps on the
floor. Pictures of Haley are on a shelf opposite a wall full
of MC Escher's illusion drawings.

A loud BUZZING wakes Nick from a deep sleep on the couch.
After he shakes off the late night he presses the intercom.

NICK
Yeah?

KATE
(from buzzer)
Nick? It's me.

NICK
Uh...
(looking at his mess)
come on up.

He buzzes her in and does an impromptu cleanup of the
apartment. Clothes in the closet -- takeout bags under the
sink.

He opens the door and Kate walks in -- notices Nick's
disheveled appearance.

KATE
Geez, how late were you out?

NICK
Hello to you too. I'm assuming you
didn't come here to make me
breakfast?

KATE
Haley's getting her braces today. I
need the child support check.

Nick searches around the apartment.

NICK
Damn, did I forget again?

He grabs his checkbook under a stack of stuff.

NICK
Sorry about that. Thought I mailed
it.

KATE
I never could figure out if they
pushed you too hard, or you pushed
yourself.

NICK
Is Haley with you?

KATE
She's in the car.

Nick looks puzzled -- then realizes why.

KATE
She's twelve and she's hurt. What
did you expect?

He takes out bread to put in the toaster, but throws it on
the counter in disgust.

NICK
I was all ready to go -- had her
recital written out on my calendar.
And...it just always goes so wrong.

KATE
I know you're trying. But she only
sees the end result. Just be
thankful she still loves you enough
to be hurt. You're a good father,
but you're better at your job.
You've got to switch that around.

Nick's cell phone RINGS. She sighs, taking her check.

KATE
Take care of yourself Nick.

She heads out the door -- leaves Nick with a ringing phone.

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INT. CYBER INVESTIGATIONS - FBI OFFICE - DAY

Deckland gets to Nick's desk and shows him a small device, no
bigger than a quarter with a small connecter at the end.

DECKLAND
See this? It's the future.

NICK
Unless it cures hangovers, I'm not
interested.

DECKLAND
It's a hard drive. You know those
little drives you can plug in and
take around with you? Well this one
can hold all the data from every
computer in the building.

Nick picks it up -- looks it over curiously.

NICK
You're shittin' me.

DECKLAND
Be careful with that. Borrowed it
from a college buddy working at Cal
Tech. It's a prototype -- and it
doesn't quite work yet. It uses
bacteria to --

NICK
You're shittin' me.

DECKLAND
Quit saying that! You sound like my
grandmother. Yes, bacteria. Studies
have been going on for years.
There's a certain kind of bacteria --
Deinococcus -- it's genomes are very
adaptable for storage. It's
resistant to extreme temperatures and
even radiation. But after a matter
of time, it mutates. That's the
problem.

NICK
What does this have to do with Dunn?

DECKLAND
I think he might have solved it. He
worked on it while he was at MIT.

NICK
Are you telling me he could be
walking around with a copy of every
damn thing in the FBI databases?

DECKLAND
If it works...

NICK
Oh this just keeps gettin' better.

Ryerson hurries over to Deckland's desk.

RYERSON
Might've caught a break on this
Jester guy. We sent word to our
jailbird hackers and got a call this
morning from a guy named Carl Kieren.

DECKLAND
Yeah -- designed custom systems for
the 'good fellas'.

RYERSON
Well, seems we made him an offer that
he couldn't refuse. He used to build
for Jester. We've traced the account
back to a PO Box, and there's a
package waiting.

Nick follows Ryerson out of the department, but he turns back
to Deckland.

NICK
Hey Deck. Impressive stuff.

And they're gone. Deckland pops open another energy drink --
mumbling under his breath.

INT. FBI SEDAN - OUTSIDE POST OFFICE - DAY

Nick pops Tic-Tacs, two at a time. He offers one to Ryerson,
who refuses.

NICK
First stakeout?
(off Ryerson's nod)
You're kiddin' me. How long you been
with the Bureau?

RYERSON
Eight years.

NICK
What department were you in?

RYERSON
Fraud.

NICK
Holy shit.

RYERSON
What?

NICK
You're a pencil pusher.

RYERSON
Now why do you go and say something
like that?

NICK
Well? How many credit scammers did
you bust with bombs and Ak-47's?

RYERSON
That's not even a fair question.

He uses a light pen to access his PDA. Nick's attention is
drawn to the beeps it makes.

NICK
What's that you're playing?

RYERSON
I'm checking my credit score. We're
buying a house.

Now Nick's interest perks up. He leans over to check it out.

NICK
You can do that?

RYERSON
The city's blanketed in wireless
networks. Some are secure, but most
aren't. I just scan around, look for
an open network and I'm on the net.
(Nick's real close now)
You know, those Tic-Tacs ain't
helpin'.

Nick scoots back over to his seat. He watches as a young
woman, with dark uneasy eyes enters the post office. This is
ALISON MCCORMACK (ALI).

She heads for the PO Box, opens it and takes out the package.

NICK
It's a woman -- Jester's a woman.

EXT. POST OFFICE - DAY

Nick gets out and walks towards Alison like he's just going
to pass her by. When he gets close --

NICK
Hey Jester.

ALI
I'm sorry?

NICK
Either you're Jester, or you've just
committed mail fraud.

With that, Ali immediately drops the package and takes off
down the side alley.

NICK
Here we go...

ALI -- weaves through back passageways, Nick hot on her
heels.

RYERSON -- quickly gets in the driver's seat of the Sedan and
takes off down the street to cut her off.

EXT./INT. BRICK APARTMENT BUILDING - DAY

Ali realizes she can't outrun Nick on the sidewalk. She
darts inside the four story building.

FOYER -- Footsteps POUND on the stairs above Nick. He runs
as fast as his he can up the metal staircase.

STAIRWELL -- Three stories up, Ali looks down -- sees Nick
running up after her. She ducks into a hallway.

FOURTH STORY -- Nick quickly climbs out a window onto a
rickety metal fire escape. He looks around, sees nothing.

Then to his surprise, Ali climbs out on the fire escape below
him. He quietly sneak down after her, but she spots him.

Ali rushes down the stairs with Nick thundering down behind
her.

He quickly makes a bold move and vaults over the side,
dropping down a flight and grabbing on to the railing.

The force of his fall pulls the bolts from the fire escape --
making it unstable.

He leaps over the railing -- blocks Ali's path.

ALI
Are you out of your mind?

The fire escape landing lurches, hanging by a single bolt.

NICK
Oh shit. Please no.

Like emptying a trash can, the landing tips over, spilling
both of them.

With a nasty SPLAT, they land in a dumpster, heaping full of
rotten trash.

Ali emerges, gagging from the repulsive smell. She tries to
climb out, but looks at her wrist. Handcuffed.

She sits down in the trash, defeated. Ryerson peeks over the
edge at the mess.

RYERSON
I'll take a cab back.

EXT. STREET - DAY

As Nick leads Ali to the Sedan --

Dunn watches from a car parked further up the street.

INT. INTERROGATION ROOM - FBI OFFICE - DAY

Nick walks in freshly changed. Ali's clothes are still
soaked with garbage juice.

NICK
A change of clothes are on the way.

ALI
I'm gonna smell like fish for a week.

Nick tosses a file folder on the table and sits down.

NICK
You didn't have to run.

ALI
You didn't have to chase me.

Nick has to laugh at that one.

NICK
...Let's talk about Jester.
(thumbs through the
folder)
Name, Alison McCormack. Spent a few
semesters at MIT I see. Very
interesting. Over fifty hacks that
made national news. Fairly
impressive resume considering you've
been a ghost most of your life. You
target mostly government and big
business.

ALI
If you're trying to hire me, I'm
retired. Now, if you don't mind, I'd
like to call my lawyer.

NICK
It's not what you think.

He pushes a picture of Dunn over to her.

NICK
Know him?

ALI
No.

NICK
Well he knows you. And he's looking
for you. His name's Wallace Dunn and
he's bad news. Seems rather
interested in something you invented.
Cerberus.

ALI
Look Agent --

NICK
Reeve.

ALI
Reeve, that was some myth a group of
girl-challenged geeks thought up. I
don't know why they attached it to
me, but all of a sudden it brought
down a lot more attention than I ever
wanted. Look, Cerberus -- doesn't
exist.

NICK
C'mon. You're considered the best in
the business -- a legend. They say
Cerberus is some kind of hacking
tool. Is that just a crazy
coincidence?

ALI
Yeah, it is! I don't know why I've
been singled out. Maybe to do what's
just happened. I've been flushed out
into the open.

NICK
Either way, if Dunn thinks it's real,
then I think it's real. And you're
not going anywhere until I get my
answers.

Ali slumps down in her chair -- powerless.

INT. NICK'S APARTMENT - NIGHT

Nick's fast asleep in his bed. A THUMP wakes him up. He
kicks off the covers, grabs a bat.

LIVING ROOM: Nick rounds the corner -- bat ready. Looks to
the window by the fire escape -- feels a breeze.

KITCHEN: Nick hears a noise in the hall closet. He raises
the bat, prepared to strike --

He flings the door open -- sees a mouse on the floor. Nick
quickly scoops it up by the tail.

NICK
Thought I told you to stay out.

He dumps it out the open window. Turns the corner --

A DARK FIGURE jumps out from the shadows -- Nick's face is
slammed by a quick STRIKE! His world FADES TO BLACK.

NICK'S POV -- WHITE BLUR

Faint images blur in and out of focus. Some kind of
workbench, computers.

CLOSE ON NICK'S EYES

He squints and softly MOANS as he comes to. Tries to raise
his head, but can't. He can't move at all in fact.

INT. DUNN'S WORKSHOP - NIGHT

A BRIGHT LIGHT clicks on above him. As he adjusts to the
harshness, the rest of his surroundings become clear.

He's completely restrained on a stainless steel surgical
table. He struggles, but no use.

A MAN in scrubs and a surgical mask walks over. Removes the
mask to reveal a wide smile. It's Dunn.

DUNN
I can honestly say I'm surprised. I
never expected to see you so soon.

NICK
What the hell are you doing -

DUNN
Once again, you've changed the game.
I'm simply making my play.

NICK
Are you out of your fucking mind?

DUNN
They say, whomever they are, that all
geniuses are a little insane. I'd
like to think that's true. Ergo...
I'm about to give you a job -- make
you an employee of my new enterprise.

NICK
Let me tell you something right off
the bat, your PR department sucks.

DUNN
Einstein had a wonderful sense of
humor too. I think you'll find this
most amusing.

He rolls up a small table full of surgical tools. Nick's not
laughing.

Dunn uses a clamp to tightly fasten Nick's head into a cut
out hole in the table. With one smooth motion, he flips the
table upside down --

NICK
Jesus Christ! Dunn! Whatever it is
you're thinking about doing...

DUNN
Relax Mr. Reeve. My bedside manners
go only so far with squirmy patients.
You're going to work for me whether
you like it or not.

With that, he takes a scalpel, positions it at the base of
Nick's head near the neck.

Nick struggles wildly, but can't move a muscle. He can only
wait for whatever's coming.

Dunn sticks the scalpel into Nick's head. Blood runs around
his face, down his cheeks and pools at the floor. Nick
SCREAMS in pain. The cutting continues -- more blood runs
down. It's excruciating.

NICK
Oh God!

DUNN
You're doing great. Almost there...

Dunn peels back a flap of bloody skin. He opens a small
black case and takes out what looks to be some sort of
microchip.

He presses a small button on the side of the device, small
clamps pop out. He presses the chip inside Nick's head
causing him to WAIL OUT. It snaps into place.

Dunn swings a large magnifier over and uses pocket tools to
fasten the clamps into various nerve endings.

Once he's done he begins suturing the skin back into place.
The pain's so intense, Nick passes out.

DUNN
Hope it was as much fun for you, as
it was for me.

He finishes his work.

INT. COUNTERINTELLIGENCE - FBI OFFICE - DAY

Ryerson checks his watch, paces around the office. Stops a
passing Agent.

RYERSON
Anyone seen Nick this morning?

The Agent shakes his head. AGENT PRICHARD, the supervisor
walks over to Ryerson.

PRICHARD
Still no sign of him?

RYERSON
No, and the clock's ticking. We're
going to have to let her go.

PRICHARD
That's all changed now. I got off
the phone with some guy at the NSA.
Vance, I think his name was.

RYERSON
What's that got to do with us?

PRICHARD
Seems the NSA's been looking for Ms.
McCormack for some time. No one's
supposed to talk to her until he gets
here. Make sure Nick understands
that.

RYERSON
You gotta be kidding me. They can't
just --

He give Ryerson a look, leaving him stewing in frustration.

INT. DUNN'S WORKSHOP - DAY

Nick slowly wakes up, but finds he's now strapped to a chair.
He moves his head -- grimaces. Dunn checks the back of
Nick's head.

DUNN
Not a bad job for someone who never
went to Med school. Amazing what you
can learn online these days.

NICK
What'd you do to me...

DUNN
Congratulations Nick. You are now
linked to the city's entire wireless
network. A human access point if you
will. The chip I've just implanted
in your head broadcasts a wireless
signal. As long as it connects to
the network, you're in the clear.
Lose the signal and the bomb inside
the chip explodes -- along with your
head.

NICK
Berkley...

Dunn shows Nick a plugged in Wireless Access Point (WAP).

DUNN
Now look I'm not all that bad. If
you were to be so unfortunate as to
lose the signal, for instance in a
place like this --

He unplugs the WAP -- Nick immediately SCREAMS as electricity
passes through his head. Dunn waits a moment enjoying it --
then plugs it back in. Nick relaxes, the pain is gone.

DUNN
If you re-establish the connection
within two minutes, you're fine.

He takes a small credit card sized device from his pocket.
It has five bars of strength lit up -- much like a cell
phone.

DUNN
This will be your best friend for a
while. It detects wireless networks
in the area. Five bars of strength,
you're in good shape. Just don't
lose them all, I think you know why.

NICK
Fuck you.

DUNN
Oh, one more thing before you go. A
little contingency plan.

He opens his laptop -- punches in a password and opens a
program.

DUNN
Each chip has a specific code
embedded in its firmware. I punch in
the code -- and you're terminated.
So if you don't want to work for me,
we'll end it right now. What's it
going to be?

Nick pauses --

NICK
What is it I'm supposed to do for
you?

DUNN
It's very simple. Get Alison
McCormack out of FBI custody. You'll
receive further instructions later.

NICK
I can't break her out. Have you
forgotten I'm a goddamned agent!

DUNN
Trust me, the irony in that isn't
lost on me.

NICK
I know about Cerberus -- it doesn't
exist.

DUNN
(cold)
If that's true -- then you've nothing
to live for.

EXT. PENTHOUSE TERRACE - DAY

On a patio table the pieces of Quill's gun lay out, organized
and sparkling clean. Quill sips a cup of coffee as he cleans
the last piece.

TATE, one of Quill's men steps out on the terrace -- pours
himself a cup of coffee.

TATE
Heard the news? Markson's dead --
Damn this coffee sucks. How many
scoops is this?

As Quill reassembles his gun --

QUILL
I understand the agent's head
mysteriously 'blew up' just after he
shot Markson.

TATE
Weird shit, huh?

QUILL
I think Wallace Dunn hasn't been very
honest about what he's been up to.
That explosion reeks of his design
and frankly, I'm a little pissed that
he didn't feel the need to tell us
about it. Find out what he's up to.
And Tate --

Tate's coffee mug suddenly SHATTERS as Quill fires from his
now assembled silenced gun. Coffee sprays all over Tate's
clothes.

QUILL
Don't drink my fucking coffee again.

EXT. ALLEY/CITY STREET - DAY

Rain drips down the dank brick walls of a filthy alley.

Nick wakes with a start -- stumbles to his feet. He's wet,
dirty and woozy. He takes a step -- has to catch himself on
the wall.

He puts a hand to the back of his head -- feels the stitches.
It wasn't a dream.

The rain intensifies as he steps out of the alley into a
crowded street -- full of vendors and shops.

He ducks under an awning, getting out of the rain, when he
jerks back his head in pain. He feels in his pocket -- pulls
out the Wireless Network Detector (WND). It's at zero bars.

With no choice he steps back into the rain. One bar returns
to the WND.

He crosses an intersection -- the painful surge hits him
again. He limps across the street and the pain finally
stops. It takes his breath away.

Nick leans heavily against a wall -- tries to calm himself.

NICK
I'm a dead man.

He forces himself to keep walking.

EXT. KATE'S APARTMENT - DAY

A quaint building in a good area of town. Nick walks up the
entrance steps -- he still looks like hell. He presses the
buzzer -- waits. Then presses it again.

HALEY
(from intercom)
Who is it?

NICK
Haley, it's Nic -- Dad. Please
honey, I need to talk to you.

A moment of silence -- then finally the door buzzer rings.
Nick hurries in, out of the rain.

INT. HALLWAY/KATE'S APARTMENT - DAY

Nick watches the WND closely as he walks down the hall. Only
two bars. Not much.

Haley greets him at the door -- doesn't look happy to see
him, but surprised at his appearance.

HALEY
If Mom comes homes and sees that
you've been out all night drinking -

NICK
Haley honey, I'm not drunk.

She lets him inside the apartment. It's neat and organized --
the polar opposite of Nick's.

HALEY
Then what happened to you?

NICK
It's hard to explain. I just had to
see you.

HALEY
Dad, you're acting really weird.

NICK
I know I've been messing a lot of
stuff up lately -- I'm sorry for
that. I'm not trying to be a
deadbeat Dad.

Haley hands him a towel.

HALEY
Since when did you feel like you
needed to confess?

NICK
Haley, I'm trying -- I don't know
what to say.

HALEY
You're just acting really strange.

NICK
It's been a strange morning.

Haley has backed a little from Nick. He takes a step toward
her, but the WND goes down to one bar. He stops -- palms it.

NICK
I wish I could tell you -- I will
soon. But I had to come by and tell
you I was sorry.

HALEY
Okay...well, you've done that.

Nick nods. He understands. He heads for the door.

NICK
I love you. That part hasn't
changed.

He goes out the front door. Only then do Haley's eyes fill
with tears.

INT. MAIN FOYER - FBI BUILDING - DAY

A long line waits to be scanned through security. PAUL VANCE
(40's) walks through the main doors. Self-confident,
arrogant.

He bypasses the line and cuts right in front of the first
person.

SECURITY GUARD
Sir, you're going to have to wait.

VANCE
Sorry, but I just don't have the
time.

He flashes an NSA badge. An angry AGENT IN LINE steps out
sideways from his position.

AGENT IN LINE
Hey buddy, why don't you wait your
turn like everybody else?

The Security Guard reluctantly lets him through. Vance turns
back to the Agent in Line as he walks --

VANCE
I do apologize, but I'm much more
important than you.

Without a beat, he heads down the main hallway.

INT. COUNTERINTELLIGENCE - FBI OFFICE - DAY

Vance hits the room like a hurricane. Heads straight for
Prichard.

VANCE
You look like the man in charge.

PRICHARD
I'm Agent Prichard.

VANCE
I'm sure you are. Paul Vance, NSA.
Now do I have to suck your dick, or
do I get to see my prisoner?

PRICHARD
She's back in the interrogation room.

VANCE
Excellent. Hey, I think I saw a
coffee machine back there. Could I
get one with a truckload of sugar?
Thanks.

He heads back to the interrogation rooms. Prichard stands
there dazed.

INT. INTERROGATION ROOM - FBI OFFICE - DAY

Vance enters smoothly, flashes a broad smile when he sees
Ali. Her face falls when she sees him.

VANCE
You don't look happy to see me.
After all we've been through
together?

ALI
I thought --

VANCE
You thought wrong. Now before I get
the paperwork ready to have you
turned over to my custody, I wanted
to come in here and tell you
personally about the shitty future
you're about to have.

ALI
You're still mad.

VANCE
Oh, I'm way past mad. In ten minutes
your day is going from bad, to worse.

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INT. COUNTERINTELLIGENCE - FBI OFFICE - DAY

Nick walks in -- dressed and cleaned up, but he still doesn't
look good. Ryerson spots him -- hurries over.

RYERSON
Nick, where the hell have you been?
Things have gone crazy around here.

NICK
You're tellin' me.

Nearby a cell phone rings and the WND FLICKERS. Nick curses
under his breath -- walks away. Ryerson follows. Nick
conceals the WND in his palm.

As they turn a corner -- Nick loses the signal. He doubles
over in pain.

RYERSON
Are you all right?

Nick takes another turn -- finds the signal again.

NICK
I'm fine. I sometimes get these
migraines...

RYERSON
We're running out of time. The NSA
wants McCormack and apparently their
interest in her overrides ours.
They've already sent an agent to pick
her up.

NICK
What?

RYERSON
He's here now. Some prick named
Vance.

Ryerson gets flagged down by another agent.

RYERSON
Let's at least get in there and see
what she knows.

As Ryerson walks away, Nick thinks quickly -- then hurries
over to an empty desk. Picks up the phone and quickly dials.

VANCE -- walks with Prichard sipping his coffee.

VANCE
God, your coffee's worse than ours. --
Got those papers ready?

PRICHARD
In my office.

The PA clicks on overhead.

OPERATOR
(over PA)
Agent Vance, please call 7461. Agent
Vance, 7461.

PRICHARD
You can take it on the back wall.

Vance quickly breaks away -- heads for the phone.

NICK -- walks past Vance -- just one row over.

INT. INTERROGATION ROOM - FBI OFFICE - DAY

Nick quickly slips inside -- heads straight for Ali. Without
a word he unfastens her from the chair.

ALI
What are you doing?

NICK
I'm getting you out of here.

ALI
You're letting me go?

Ali stands up, but before she takes a step -- Nick handcuffs
her hands in front of her.

NICK
Not quite. Just keep your head down
and don't make a sound.

He opens the door -- peeks outside, then leads her out.

INT. COUNTERINTELLIGENCE - FBI OFFICE - DAY

Vance picks up the wall phone, impatient.

VANCE
This is Vance.

He only hears a recorded voice.

PLEASANT WOMAN
Please stay on the line for an
important message about the new
Platinum Card with zero percent
interest for twelve months. You may
already be qualified...

Vance slams the phone down and hurries back toward the
interrogation rooms.

INT. INTERROGATION ROOM - FBI OFFICE - DAY

Vance practically breaks down the door. One glance inside at
the empty room and he knows he's been had.

VANCE
Bitch did it again.

INT. CYBER INVESTIGATIONS - FBI OFFICE - DAY

Nick leads Ali through. She keeps her head to the floor,
occasionally raising her eyes for direction. They pass the
main server room -- Deckland pops out.

DECKLAND
Hey Nick, that MIT professor got back
to me. Dunn and Alison McCormack
were in the same research lab for a
while.

NICK
That's great Deckland.

DECKLAND
Hey wait -- isn't that --

But Nick's already gone before he can finish.

INT. COUNTERINTELLIGENCE - FBI OFFICE - DAY

Vance double-times it with Prichard toward the elevators.
Agents are on alert.

VANCE
You run a real tight ship Prichard.

PRICHARD
The building's being locked down now.
She won't get far on her own.

VANCE
What if she's not on her own?

Ryerson takes the hint and ducks down another hallway at full
speed.

INT. STAIRWELL - FBI BUILDING - DAY

Nick and Ali thunder down the stairs as quickly as they can.
Then they both hear commotion below. Nick peers over the
edge -- sees scores of agents climbing up.

He stops Ali at the next door they come to and pushes her
through.

INT. OFFICES - FBI BUILDING - DAY

Nick and Ali navigate through a maze of cubicles, trying to
keep out of sight.

NICK
That was a quicker response then I
expected. That Vance guy must really
have it in for you. What'd you do to
piss him off?

ALI
Long story. I wanna know why you're
trying to bust me out.

NICK
Long story.

As they empty into a long corridor Nick pulls her back
another direction.

INT. SECURITY CENTER - FBI BUILDING - DAY

Ryerson watches in disbelief at a surveillance monitor that
shows Nick getting Ali out.

RYERSON
I'll be damned. This day just got
real crazy.
(pulls out his radio)
Sir? Agent Reeve is the agent
escorting Ms. McCormack out.

INT. ELEVATOR - FBI BUILDING - DAY

Prichard listens to Ryerson in disbelief.

PRICHARD
Nick? Are you sure?

RYERSON
(over radio)
Sir, I'm just tellin' ya what my own
eyeballs are tellin' me. They're on
the fourth floor.

Prichard clicks the radio back on his belt -- confused and
angry.

VANCE
It's never the ones you expect.

PRICHARD
It doesn't make any sense -- doesn't
make any goddamned sense.

INT. MAZE OF CORRIDORS/OFFICES - FBI BUILDING - DAY

Nick and Ali force their way through the everyday traffic of
the office. When an Agent spots them at the far end -- Nick
yanks Ali down another corridor.

It's a game of cat and mouse and they're trapped in a cage.
Nick pulls Ali into an empty office just as the Agent rounds
the corner.

They flatten themselves against the wall until he passes by,
then rush out the other way.

Nick's radio crackles to life.

RYERSON
(over radio)
Subjects are on the fourth floor --
repeat, the fourth floor.

NICK
Shit, they're boxing us in.

He pulls her down another corridor -- a quick sharp PAIN
sends Nick scurrying back to where there was a signal.

ALI
What is wrong with you?

NICK
It's -- it's this -- ah hell, I don't
even understand it.

He kicks open a locked corner office and closes the door
behind them.

INT. OFFICES - FBI BUILDING - DAY

Vance and Prichard march down the aisles of cubicles while
Agents search each one.

PRICHARD
We've got the stairwell and elevator
covered. They're here -- somewhere.

INT./EXT. CORNER OFFICE - FBI BUILDING - DAY

Nick wipes sweat from his forehead -- his eyes wander to the
window.

A large Window Cleaning Platform sits outside. The WASHER
calmly runs the Squeegee down the glass.

He jumps as the window pane next to him explodes out in a
shower of glass. An office chair SPLASHES into the large
pond four stories down.

Nick and Ali leap onto the cleaning platform. It shakes
under their weight. The Washer smartly leaps through the
window and into the building.

Nick lowers the platform down. It moves at a snail's pace.

He draws his sidearm -- takes careful aim at the pulley
assembly at the top of the roof. He fires three times before
the bullet finds the mark.

ALI
What are you doing?

NICK
Making this an express.

ANGLE ON WINDOW CLEANER PULLEY SYSTEM ON ROOF

The weight difference of the one cable strains the mechanism
holding the pulley system together. Finally, the brake
holding the cable SNAPS!

Like a runaway train, the cable lets out the slack.

The cleaner drops down the side of the building like an
anchor. Nick and Ali hang on for dear life.

The ground gets closer by the second. Their screams mix with
the rushing wind.

The cleaner CRASHES into the pond spilling them into the
water.

VANCE AND PRICHARD -- enter the corner office, see the
bewildered Washer and the shattered window. They race over
and stick their heads out -- see Nick and Ali below.

Nick drags Ali back out of the pond. He spots a PRISSY GIRL
getting out of a Lime Green VW bug. He moves the Prissy Girl
away from the car -- takes her keys.

NICK
I'm sorry, official business.

Agents pour out of the building and Ali slides in the
passenger seat. Nick's about to get in, when --

PRISSY GIRL
HELP! CARJACKER!!

She unloads PEPPER SPRAY into Nick's face. He covers his
head and gets inside the car, peels away.

PRISSY GIRL
ASSHOLE!

INT. VW BUG - NIGHT

Tears stream down Nick's face as he struggles to stay on the
right side of the street.

NICK
God, this stuff really does burn.

ALI
Well what did you expect? Can you
see?

NICK
Kind of...

Ali shrieks and pulls the steering wheel over hard to avoid
an oncoming car. She glances at the side mirror. Flashing
lights.

ALI
They're already behind us.

EXT. CITY STREETS - NIGHT

Nick swerves the VW Bug between cars, -- dodges oncoming
traffic. Horns BLARE as he slides through a busy red light,
narrowly avoids a crash.

A team of government sedans and SUVs roar up on their tail,
each trying to pass and cut them off.

The VW sails over the crest of a hill. At the base is a
massive accident, cars piled up everywhere and ambulances
blocking the road.

VANCE -- sits in the passenger seat of one of the SUV's. He
grabs the radio. Ryerson looks at him, annoyed.

VANCE
Cut him off!

The team of cars slows at the top of the hill, but Nick keeps
going.

RYERSON
Is he...accelerating?

PUNK MUSIC blasts on the stereo.

NICK
Turn this shit off! I can't
concentrate.

Nick spots an exit and zooms forward. The panicked medical
workers wave for him to slow down --

Just before the traffic jam, Nick pulls a hard left into an
alley.

EXT. STORE PARKING LOT - CONTINUOUS

Nick squeals out of the alley and into a parking lot of a
crowded grocery store. He's actually having a hard time
seeing.

NICK
OK, Ali, I think I may need your --

Ali finally finds the off button on the stereo, when --

ALI
OH MY GOD!

An OLD MAN, wheeling a long line of shopping carts back
toward the store jumps out of the way. Nick PLOWS the VW
right through the middle of them all.

Shredded metal and wheels fly everywhere. Nick speeds out
the exit leaving the Old Man standing in the middle of a junk
yard.

OLD MAN
Well, GOD Damn.

Nick turns another corner and heads down a straightaway.

NICK
I think we lost 'em.

Then he sees -- a swell of police cars heading straight for
them. In the rear view mirror the lights of the FBI cars are
getting closer. He's blocked in.

A little further down the street Nick spots a skyscraper
whose entire ground floor is made of glass walls.

NICK
Hang on to somethin'.

He races down the street like he's going to ram the police
barricade. At the last minute --

Nick pulls the VW hard to the right, down a few steps. He
heads straight for the skyscraper. With a final burst of
speed, Nick CRASHES through the glass wall.

INT. SKYSCRAPER GROUND FLOOR - CONTINUOUS

The shattered glass slides off the VW as it hurtles across
the polished marble floor -- A security guard leaps out of
the way --

Nick heads for the opposite end of the building, then without
warning -- He loses the wireless signal! His body tenses as
the surge goes through him.

Ali takes the wheel and the VW glances off a wall, taking a
chunk of it out.

As they reach the other end of the building, his body
suddenly relaxes.

ALI
Are you okay?!

NICK
Yeah, I think --

Another Glass Wall!

EXT. CITY STREETS - CONTINUOUS

The VW crashes out of the building onto another set of stairs
and bounces down back on the street, near a highway on ramp.

Nick pulls it over, barrelling down a concrete embankment.

He quickly drives the car under the ramp, cloaking it in
darkness. Out of breath, they wait in silence.

The squad of FBI cars speeds around the corner, lead by
Ryerson. He sees the shattered glass, then looks to the
highway.

RYERSON
(into radio)
Get a chopper on the highway. Block
all on and off ramps.

He leads the squad onto the entrance ramp -- the sirens drown
out.

INT. HOTEL ROOM - NIGHT

Run down and twenty years out of date on the decor. A
perfect hiding place. Ali sits slumped on one of the filthy
beds, one hand handcuffed to the radiator.

Nick lets himself in with a bag of fast food. He tosses her
a burger -- she bites into it like a ravenous animal.

ALI
You know I'm not your prisoner
anymore. Uncuff me, will ya?

NICK
You have no idea how important it is
that you don't run again.

ALI
It's Dunn, isn't it? You're working
for him.

NICK
In a way, yeah.

Nick's cell phone rings -- makes him jump. He starts to
answer, but gets worried. He hands it to Ali.

NICK
Please Alison.

Ali reluctantly takes it.

ALI
It's Ali. Only my father called me
that.
(answers the phone)
Hello?

DUNN
(over phone)
What a surprise. Is this the
legendary Jester?

INTERCUT WITH DUNN IN HIS WORKSHOP

ALI
What do you want?

DUNN
Cerberus of course. It's my
understanding that there is no
computer system in the world safe
from it.

ALI
I don't know where you get your
information, but Cerberus doesn't
exist. It never did.

Nick suddenly convulses like he's in the electric chair. He
drops to the floor.

DUNN
Ms. McCormack, Nick would appreciate
it if you didn't lie to me. For in a
moment he will cease to exist unless
you stop treating me like a
dilettante and start treating this
matter with the respect it deserves!

ALI
PLEASE STOP IT! CERBERUS ISN'T
REAL...!

DUNN
Then my need for him is finished.

A loud BEEP comes from the back of Nick's head. Ali freaks --
she's torn. Finally --

ALI
ALL RIGHT! Just stop it! I'll give
it to you!

The BEEPING stops and Nick passes out.

DUNN
You have one hour to deliver it --

ALI
I can't. I can't get it until
tomorrow.

DUNN
You had better be telling the truth
or your fate will be far worse than
his. Tomorrow. Noon.

The phone goes dead. Ali takes a deep breath -- looks down
at Nick, out cold and sweaty from the intense pain. Then she
sees --

The handcuff key -- within her reach.

EXT. HIGHWAY ENTRANCE RAMP - NIGHT

Police flashers light the area like Cirque De Solei. Vance
and Ryerson inspect the VW Bug. Ryerson shines his
flashlight on the steering wheel.

RYERSON
Check this out.

Vance looks over to the dashboard. "DUNN" is carved into it --
appears to be from a pocketknife.

VANCE
What does it mean?

RYERSON
It's a case we were working.
McCormack was a part of it.

VANCE
Tell me why I should care.

RYERSON
Maybe Nick wasn't acting on his own.

VANCE
All I care about is getting one
Alison McCormack in my custody.
Anything else is just an
inconvenience.

RYERSON
Maybe backtracking will help with
that.

VANCE
Hey, it's your show ace.

Ryerson notes the sarcasm.

INT. HOTEL ROOM - NIGHT

Nick comes to. He sees his handcuffs lying on the floor and
Ali gone. -- But then the bathroom door opens. Ali walks out
of the bathroom, just showered. She sits next to Nick --
puts a washcloth on his head.

NICK
Your handcuffs -- you're still here?
What happened?

ALI
I found out the truth. Just because
I broke a law... or two in my life
doesn't mean I want your death on my
conscience. Now turn over, I want to
get a look at this thing he put in
your head.

Nick slowly rolls over -- every muscle hurts. Ali directs a
desk lamp to Nick's head and studies the incision.

ALI
I'm going to take a couple of
stitches out to get a better look.

NICK
You're kiddin', right? Hold on a...

She goes in, carefully uses scissors to gently cut some of
the stitches away.

NICK
(feeling the scissors)
What's the use -- I can't convince
him Cerberus isn't real.

ALI
Oh. It's real alright.

Snip.

NICK
Ah! -- What? You lied about it?

ALI
Of course I did. I don't want
Cerberus to get into anyone's hands,
especially his.

NICK
What's so -- ow! -- dangerous about
it?

ALI
Sorry, almost there. Imagine being
able to get into any computer system
in the world. No limits. For a
college kid, he might break into
banks and steal extra cash for booze.
In a Trekkie's hands, he might find
out the truth behind Area 51 and
whether aliens live among us. But in
a terrorist's hands...or even worse,
Dunn's, the information it could get
for them would be --

NICK
Catastrophic. OK, I get the picture.

Ali finishes removing the stitches and carefully peels back
the skin to reveal the chip. She stifles a gasp.

ALI
I didn't invent Cerberus to destroy
the world, I was trying to help it.
I realize that the government needs
to keep secrets, I do. But there's a
lot of secrets kept that if they ever
got out, it would open a lot of eyes
in this country. We've grown too
comfortable trusting our government
with our lives. We need to stop
looking the other way before we
crumble from the inside out. My
father was a general -- Harold
McCormack --

NICK
Scary Harry? I remember that sort
of. It was on TV a few years ago.

ALI
That's right. He was charged with
conspiracy. They set him up when he
was about to expose an oil scandal
that made a lot of people a lot of
money they had no right getting. I
thought Cerberus could save him...

NICK
It didn't?

ALI
They had erased every trace of it by
the time I had built it.

NICK
What happened to your father?

ALI
Sentenced to twenty-five years. He
died a month later.

NICK
I'm sorry.

ALI
After that I realized what Cerberus
could do in the wrong hands.

NICK
But you told Dunn you'd give it to
him.

ALI
I was buying time...
(sees the issue)
Nick -- this chip --

NICK
Give it to me straight doc. I'm
fucked aren't I?

ALI
For lack of a better word...yes.
It's got a trip. If I try to remove
it, it'll go off. The only way to
get it out is to deactivate it first.

NICK
Great. That shouldn't be too hard.

Ali doesn't utter a word.

NICK
Right, Ali?

ALI
I remember Dunn. How quiet he was.
Always studying people. -- He wants
Cerberus for a reason Nick. He's got
something planned.

NICK
And it seems if I want to live, I
don't have much of a choice other
than to give it to him. I need your
help.

ALI
I'll help you. But I want to live
too, and not in the shadows anymore.
I want my record cleaned and any
outstanding charges dropped.

Nick sits up -- puts a bandage on the head wound.

NICK
I don't think I can promise that.
There's things you've done to some
pretty pissed off powerful people you
just might have to answer for.

ALI
It's not all black and white you
know. Sometimes there's very good
reasons for breaking the rules.

NICK
Like closing down the Stock Exchange
for a day?

ALI
You have to see the bigger picture.
Jesus, you broke about every law in
the book today.

NICK
And did what I had to do to save my
life. It's a little different.

ALI
Is it? What's more important? Doing
something you believe in -- something
that's right -- or saving your own
ass?

She walks into the bathroom and slams the door. But it's got
Nick thinking.

INT. NICK'S APARTMENT - DAY

Stagnant and quiet as Ryerson and Vance search the apartment
with flashlights. Vance notices the drab decor.

VANCE
Is this Agent Reeve really this
boring, or is he redecorating?

RYERSON
You know as much as I do. I just met
the guy.

Ryerson looks to the window near the fire escape as the wind
sneaks through the curtains.

RYERSON
Window by the fire escape is open.

He spots something -- kneels to the floor. Blood drops.

RYERSON
I've got blood.

VANCE
So what does that mean? Could be
anything. A bloody nose -- cut
finger.

RYERSON
It's fresh.

Ryerson's phone rings.

RYERSON
Ryerson.

After listening he looks to Vance.

RYERSON
We got 'em. They're at Briarwood
Mall.

VANCE
Are they picking out curtains?

They hurry out of the apartment.

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INT. BRIARWOOD MALL - DAY

A dense tourist mall, three stories of every store
imaginable.

Nick and Ali blend with the crowd walking through.

NICK
So what made Vance so determined to
bust your ass?

ALI
He lead the NSA case against me. I
was able to dodge him, but then he
started making stuff up to flush me
out. So I tapped in, adjusted his
credit debt to three hundred thousand
and subscribed him to every porn site
on the web. I was surprised to find
out he was still with the NSA.

NICK
No wonder he wants to kill you.

ALI
Never mess with a hacker. One way or
another, you'll go down.

INT. LOCKERS - BRIARWOOD MALL - DAY

Ali steps up to the lockers -- inserts a key into one. She
takes out a small black case.

NICK
You're kidding me. You hid it in a
locker in a mall?

ALI
It's public, plenty of exits and as
long as I come in once in a while and
insert money, they don't care.

Nick laughs, glances behind them -- whips back around. Grabs
her arm urgently. Their faces come close, cozy.

NICK
They know we're here.

On the upper level, an Agent scans the lower level. Nick
leads her out of the locker area.

INT. BRIARWOOD MALL - DAY

Nick leads Ali back and forth between the shoppers -- tries
to stay concealed. Ali stops him by a mall directory. She
searches quickly -- then pulls him the other direction.

NICK
We can't go that way.

ALI
Trust me. Please. I can get us out
of here.

He studies her face -- then follows.

INT. UPPER LEVEL - BRIARWOOD MALL - DAY

Ryerson and Vance hurry past the people. Vance takes the
steps down -- Ryerson keeps going.

INT. COMPUTER STORE - BRIARWOOD MALL - DAY

A large bank of demo computers line both walls with people
checking their e-mail and playing games.

Ali hurries to a workstation and opens the case -- takes out
a small electronic box with a connector that plugs right into
the computer.

NICK
Whatever you're doing, hurry!

ALI
I'll show you what Cerberus can
really do.

She plugs Cerberus in. Immediately the box WHIRS to life
flashing an LED. A screen pops up on the monitor full of
commands.

Ali picks the command: SCAN FOR PORTS. In seconds a list
springs up and Ali selects : MALL SECURITY.

Cerberus instantly breaks through the network security with a
big ACCESS GRANTED.

NICK
You're inside the mall's computer
system?

ALI
Yep. They're about to close early
for the day.

She punches in a few commands, then -- POP -- the lights in
the entire mall go out. All except Ali's computer.

The mall goes into a panic -- customers running out of the
mall in hordes.

ALI
Wait!!

Ali grabs a Personal Digital Assistant (PDA) from the shelf.
In seconds it's open -- she inserts Cerberus and she clicks
away at it with the light pen.

NICK
What are you doing now?

ALI
Syncing up with the mall's system.
Done. Let's go.

They run out of the store.

INT. BRIARWOOD MALL - DAY

The mall is in pandemonium. Customers rush to the exits like
it's a fire. Some are looting stores left and right.

VANCE -- spots the two just ahead of them. Gives chase.

INT. GARAGE ELEVATORS - BRIARWOOD MALL - DAY

Ali approaches the elevator -- a few clicks on the PDA and
the doors open. She's about to step inside when she hears a
CLICK --

Vance stands right behind her, hammer on his sidearm pulled
back.

VANCE
Do you know how long I've waited for
this moment?

NICK (O.S.)
You're gonna have to keep waiting.

Nick steps out of the shadows -- behind Vance -- gun to
Vance's head. Vance gives up his gun with a pissed GRUNT.

Nick pushes him forward and all three enter the elevator.

INT. ELEVATOR - BRIARWOOD MALL - DAY

Annoying elevator music fills the tight space making a tense
situation worse.

NICK
I'm sorry about this.

ALI
I'm not.

She flicks Vance's ear -- HARD.

NICK
Hey!
(to Vance)
This isn't what it looks like --

VANCE
I don't give two shits what it looks
like. Turn her over to my custody
and you can do whatever the hell you
want. Rob a bank, eat sushi -- I
don't care.

NICK
Sorry, but I need her a little more
than you do right now.

VANCE
Do you even know her? Know what kind
of person she is? You picked the
wrong one to trust.

Ali knees Vance in the back. He falls to his knees.

ALI
Shut your mouth!

NICK
Ali, let me handle this!

Vance notices the black case Ali holds.

VANCE
Nick, whatever wire got crossed in
your head -- if you turn Ms.
McCormack over to me, I can wipe this
day clean off the calendar. Like it
never happened.

The elevator reaches the lower parking garage. Nick keeps
his gun trained on Vance as he and Ali slide out the door.

NICK
Thanks for the offer Agent Vance, but
my options are limited.

VANCE
I don't think you have any options
left. You're playin' a game that's
gonna get you killed.

NICK
Now that's the first thing we can
agree on.

Just before the doors close, Ali blows Vance a kiss. It
infuriates him. A few taps on the PDA and the elevator rises
again -- but stops in between floors.

ALI
That oughta keep him out of the way
for a bit. You know Nick, he was
lying -- about me, he was lying.

Nick walks along the parked cars, looking for an unlocked
door.

NICK
Don't do it Ali, I can't take the
mindfuck thing right now. Tell me I
can trust you. A hundred percent to
see this through. Can I trust you?

Ali taps in a quick series of commands on the PDA and the
door to a Mercedes next to Nick unlocks.

ALI
Yes.

NICK
Then the rest doesn't matter. I
heard enough of the 'he said, she
said' BS when I was married.

They get into the Mercedes and Nick starts to hot-wire it.

NICK
You can't start it, can you?

EXT. ANTIQUE STORE - DAY

Tate waits outside as Quill gets out of his souped up black
SUV.

QUILL
You said it was urgent.

TATE
Dunn's up to something all right. I
think he's going free agent.

QUILL
Free agent? How would he do that?
He's no good undercover.

TATE
Cerberus.

QUILL
Cerberus. -- Thought the Brotherhood
looked into that. It was a myth.

TATE
Dunn's the one who researched it.
It's real and he's found the one who
designed it. Hacker named Alison
McCormack.

QUILL
Have you told them yet?

TATE
I was waiting on your call.

QUILL
Don't tell them anything. Not yet.
Dunn's already figured out a way to
get to her.

TATE
So what do we do?

QUILL
Get to her first.

INT. ANTIQUE STORE - DAY

Quill walks through the maze of dust and old furniture until
he comes to a wall with what looks like an alarm keypad. He
punches in a code and the wall slides open.

Inside is every kind of firearm known to man. Quill takes
down a modified Desert Eagle.

QUILL
Assemble the team. Find her.

INT. MERCEDES - NICK DRIVING - DAY

Nick drives through traffic, always keeping an eye on the
WND. Ali is buried in the PDA. Nick's cell phone rings. He
hands it off to Ali. She hesitates -- then answers it.

INTERCUT WITH DUNN

DUNN
Is Nick still afraid of the phone?

ALI
No, just reacting to some design
flaws in his new hardware.

DUNN
Flaws? An amusing way to get a rise
out of me. I trust you have what I
want?

ALI
I have it.

Ali suddenly frowns at the PDA. She then gets excited and
taps furiously on it.

DUNN
Bring it to me at the Norton
Industrial Park.

ALI
No. Too private.

DUNN
I don't think you're in a position to
negotiate.

ALI
I think I am. Anything happens to
Nick -- I destroy Cerberus and
disappear.

DUNN
Maybe I'll just tell Nick to kill you
and bring it to me.

ALI
But you're not talking to him.
You're talking to me. We do this my
way or not at all. Techno Club, VIP
lounge -- ten sharp.

She snaps the phone shut.

NICK
Ali, could you be bit more cordial to
the man who holds my life in his
laptop?

ALI
I think we have a card to play.

NICK
The suspense is killing me.

ALI
Dunn's connection to your chip is
done by a simple VPN connection.
Hard to hack -- impossible to locate
on the network. But if I could get
within range of the computer Dunn
uses to control it, I might be able
to tap into the same VPN pipe and
deactivate the chip.

NICK
You lost me at Dunn's connection.

ALI
I just need a direct connection.
He'll have a laptop with him tonight
at the club. He'll want to show you
he's in control. His laptop
broadcasts a wireless signal. If I
can get close --

NICK
That's why the club. Plenty of room
to blend in. Are you sure you can do
this?

ALI
...Pretty sure.

NICK
He's gonna blow the chip whether or
not he gets it -- that much I know.
But if Cerberus gets in his hands,
there'll be no security left in the
world. He can crumble governments
from the inside out. If it comes
down to it Ali, you have to destroy
it. No matter what the price.

ALI
We need to make a stop up here at
that electronics store.

Nick turns off the street.

INT. ANTIQUE STORE - NIGHT

Quill and his team lock and load their arsenal. Tate closes
his cell phone as he hurries over.

TATE
Just intercepted a call from Dunn's
phone. They're meeting at Club
Techno tonight.

QUILL
Excellent.

TATE
And one more thing. Dunn is no
longer an ally of the Brotherhood.
Once we have Cerberus, we've been
ordered to retire him.

QUILL
About time.

He slams a clip into an AR-47.

INT. TECHNO CLUB - NIGHT

Full to capacity of clubbers, drinking and partying. Nick
enters -- surveys the room before his eyes go up to the VIP
lounge.

Nick walks past the loud BEEPS and MUSIC coming from the
video game midway -- meets Corky at the VIP lounge staircase.
Corky lets Nick by the velvet rope.

Ali walks in -- spots the lounge and heads up another
staircase to the upper level, laptop under her arm.

INT. VIP LOUNGE - TECHNO CLUB - NIGHT

Nick sees Dunn sitting at a table near the glass window that
overlooks the club. As Nick sits -- Dunn looks past him
curiously.

DUNN
Where is Alison?

NICK
She wanted to limit her involvement.
When she gave me what you needed, I
cut her loose.

DUNN
Pity. I would have liked to see her
again.
She has quite the brilliant mind --
not as sharply tuned as my own, but
close enough for government work.

Nick notices Dunn's laptop tucked neatly into the seat beside
him.

INT. UPPER LEVEL - TECHNO CLUB - NIGHT

Ali slides into a booth near the wall of the VIP lounge. She
flips the laptop open -- begins a scan of the available
wireless networks.

She finds the one she wants -- clicks to access it -- gets
denied. A few keystrokes later -- she's in.

INT. VIP LOUNGE - TECHNO CLUB - NIGHT

Nick sees the green "Active Network" light flash on Dunn's
laptop. Ali's in.

DUNN
You know, I have to say you've
surprised me Nick. You and I --
we're polar opposites. I think
things out to the last detail and you
rely on gut instinct. Yet -- you
found me out. That in itself
deserves respect.

NICK
I only catch people that want to be
caught. I have a hard time believing
that you committed treason for money.
You had more options with bigger
payouts.

DUNN
Do you know how many times I was
passed over for promotions because of
a fucking popularity contest?

NICK
And you were going to show them --
prove to them how smart you were.

DUNN
I did, didn't I?

NICK
You're a joke. You're a number on a
case file. That's all.

Dunn smiles at Nick's taunt.

DUNN
Maybe. But they'll remember me soon
enough. Now ... Cerberus.

Nick takes out the black case -- sets it on the table. Dunn
reaches for it -- Nick blocks his hand.

NICK
We had an arrangement.

INT. TECHNO CLUB - NIGHT

Quill walks in followed by his team. He looks to the VIP
lounge -- heads straight for the staircase. A bouncer blocks
his path --

In one quick motion, Quill SNAPS the bouncer's neck.

INT. UPPER LEVEL - TECHNO CLUB - NIGHT

Ali keeps pounding away at the laptop -- muttering.

ALI
Okay, okay -- almost there. Just
gotta --

Suddenly her screen flashes -- SIGNAL INTERRUPTED.

ALI
What the -- wait -- no, no!

She quickly looks around -- sees a SLICK BUSINESSMAN using a
PDA. She frowns and hurries towards him.

ALI
Sir? I need you to turn off the PDA.
I'm in the middle of something really
important --

SLICK BUSINESSMAN
Are you serious? Get the hell outta
my face.

INT. VIP LOUNGE - TECHNO CLUB - NIGHT

Corky and another bouncer meet Quill at the top of the
stairs.

CORKY
You're not allowed up here.

Quill doesn't care. He grabs Corky -- throws him down the
stairs. The bouncer advances -- Quill whips out modified,
razor-sharp KNIVES -- downs him.

The Music Stops. Pandemonium Begins.

NICK -- hears the commotion -- freezes as Quill approaches.

DUNN -- indignant, stands -- eyes blazing at Quill.

DUNN
Quill, what the fuck are you doing
here?

QUILL
Cerberus. Give it to me.

DUNN
This has nothing to do with the
Brotherhood.

QUILL
Neither do you. Not anymore.

Dunn grabs a fleeing COCKTAIL WAITRESS -- holds her as a
shield. He grabs Cerberus. A tense standoff.

INT. UPPER LEVEL - TECHNO CLUB - NIGHT

Ali tries to grab the PDA away from the Slick Businessman,
but he's taller. He playfully holds it above her.

SLICK BUSINESSMAN
Lady, you look like a great piece of
ass, but you're a few nuts shy of a
sundae.

ALI
Then I'll have to use yours.

She kicks him square in the balls. He drops the PDA -- gasps
for air. Ali smashes the PDA with her foot -- heads back to
her table.

INT. VIP LOUNGE - TECHNO CLUB - NIGHT

Nick tries to quietly go for his weapon, but Tate spots him
and opens fire. Nick dives behind a booth, the bullets spray
into the wall.

With no hesitation, Quill shoots the Cocktail Waitress in the
knee -- drops her. Dunn pockets Cerberus, unholsters his gun
-- takes cover and returns fire.

The VIP lounge turns into the Wild West. Bottles of liquor
explode -- upholstery from the booths falls like snow.

DUNN -- hides behind the bar -- exchanges gunfire. He taps
the wall -- realizes it's just drywall. He takes a small
device from his pocket -- tosses it along the wall.

With a loud BOOM a big chunk of the wall blows out. Dunn
fires cover shots -- slips through.

NICK -- spots a gunman changing clips. He leaps out from the
booth -- kicks the table near him. It slides into the
gunman, knocks him back --

It sends him CRASHING through the plate glass window. He
falls -- smacks into a pool table on the ground floor.

INT. UPPER LEVEL - TECHNO CLUB - NIGHT

Ali returns to the laptop -- tries to reestablish the
connection. It keeps telling her -- SIGNAL NOT FOUND.

ALI
SHIT!

She tries again -- no luck. She quickly types a new command -
does a quick check. Her face falls at the results.

ALI
Oh no.

INT. VIP LOUNGE/GROUND FLOOR - TECHNO CLUB - NIGHT

Nick exchanges fire with Quill and his men. For the moment
it's a stalemate. Then Quill grabs what looks like a large
shotgun from his bag. He fires --

NICK -- looks amazed at the massive hole in the booth right
beside him. He doesn't need another warning.

He lets loose with a stream of cover fire and runs for the
open window -- gunfire sprays around him.

He falls to the ground floor -- he lands on top of a large
video game.

As the gunfight extends into the crowd, clubbers race for the
door.

ALI -- races down the stairs into the melee -- heading for
Nick.

NICK -- rounds a corner -- takes out one of Quill's men with
a quick series of punches.

Sparks and glass fly as bullets pepper the area. A large
network panel shatters in a ball of electricity.

NICK -- checks his WND. It suddenly drops to one bar. He's
about to engage Quill, who runs down the VIP stairs when --

ALI -- grabs Nick!

ALI
We need to go, now!

A bullet wings Ali's arm. She falls to the ground in pain.

A look toward Quill and Nick reluctantly leaves, helping her
toward the exit. He fires at a large ELECTRONIC MARQUEE
hanging high above. He hits the cables --

It falls right in Quill's path -- blocking him as the marquee
shatters in a hail of sparks.

INT. DUNN'S CAR - NIGHT

Dunn swerves into a dark parking lot. Opens the black box --
sees Cerberus inside. He smiles, picks it up -- it feels
light. He opens the casing.

It's empty.

Dunn clenches his jaw -- opens up his laptop. Types in:
TERMINATE CHIP 55629. He smiles in satisfaction until the
screen flashes -- ACCESS DENIED. FREQUENCY OUT OF RANGE.

DUNN
You son of a BITCH!!

Then another idea quickly comes to mind. He opens a search
field -- types in the name KATE REEVE. An address pops up.
His smile returns.

EXT./INT. MERCEDES - NICK DRIVING - NIGHT

As Nick speeds down the street, Ali nurses her wound.

NICK
How bad is it?

ALI
I dunno. I've never been shot
before.

Nick does a quick lookover.

NICK
It's a through and through. Didn't
hit any bones.

ALI
Hurts like hell.

NICK
Just stop the bleeding. I'll look at
it later. You'll be all right.

ALI
Nick there's something you should
know. Something went wrong back
there.

NICK
No. Really?

ALI
No, with the chip. I couldn't
finish. Dunn got away too fast.

NICK
So he can still set it off? Christ!

ALI
No, I scrambled the frequency. He
can't set it off -- not yet anyway.
It'll take about four hours before it
cycles through and he can lock back
on. But there's something I wasn't
counting on.

Nick takes an entrance ramp to the freeway and enters steady
moving traffic.

NICK
Great. I can't wait to hear this.

ALI
If you lose the signal, the chip will
blow instantly. No more two minute
warning.

NICK
Wow that's great. Not even a time out
huh? We're battin' a thousand here.
And Dunn has Cerberus.

Ali holds out Cerberus -- without the casing.

ALI
Well, were sorta like batting five
hundred.

NICK
What the hell? You gave him a
goddamn casing? Do you realize you
were gambling with my life?

ALI
You told me that he couldn't get it
at all costs.

NICK
Yeah, after the chip was deactivated!
Geez Ali, I want to hug you and punch
you at the same time. I don't know
how this could get any worse --

A big EXPLOSION just outside the driver window answers that.
They both look back --

EXT. HIGHWAY - NIGHT

Three black SUV's race up the highway. Quill leans out of
one holding a rifle with a large barrel. He fires and a
small projectile zooms out --

It pierces a nearby Sedan -- it erupts in a ball of fire --
slams into other cars.

NICK
Jesus, what is that thing?

Cars and chunks of road explode as Quill keeps firing. It
leaves a trail of asphalt and crashed cars behind.

NICK
Take the wheel!

Ali grabs on to the steering -- slides her foot over to the
gas. Nick wraps his hand around the seatbelt -- opens the
door and leans out.

He fires back at Quill. Another car explodes near him. Ali
swerves over -- the driver's door gets sheared off by a
passing truck.

NICK
Get off the highway!

Ali looks for the next exit -- sees it up ahead -- she can't
get over. Then she sees a ramp to the left. She doesn't see
the sign above it:

HENDRICKSON TUNNEL.

Quill and his men follow the Mercedes onto the ramp. Another
shot sends a huge chunk flying into bits of concrete.

A car CRASHES through it -- launches into space before
smashing into the ground below.

Traffic intensifies in the nighttime congestion. Ali plows
through SCRAPING by several cars, but never stopping.

NICK -- fires at Quill's SUV -- then turns back -- his eyes
lock onto what's down the highway.

The two mile tunnel looms ahead.

Nick HOLLERS -- taps her on the shoulder. Ali sees it.

ALI
Oh shit, the tunnel!
(looks further ahead)
There aren't anymore exits!

She scoots over as Nick slides back in. Ali dives into her
backpack. Nick surveys their options.

NICK
There's no choice. We're goin' in.

He glances at the WND. For now it's at five full bars.

ALI
If I can -- shit -- we need to find
something to boost the signal.

As they get closer Nick sees construction equipment and
vehicles near the entrance.

NICK
Of all the days...

Quill fires again -- another big explosion. It rattles the
Mercedes. A close call.

Nick takes a deep breath -- drives into the tunnel.

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INT. HENDRICKSON TUNNEL - NIGHT

A wide six lane tunnel full of streaming cars. One lane is
closed for construction -- full of vehicles and workers.

Nick looks at the WND. It immediately drops one bar to four.

NICK
Oh this is not good. Ali, think of
somethin' quick!

ALI
I'm working on it! I'm trying to --
found it!

She pulls out a small router switch -- quickly uses a
screwdriver to pull out the stereo console. She takes the
antenna wires -- makes a crude patch to the router.

The power lights to the router flash.

ALI
Anything?

They both look at the WND. Another bar falls - down to three.

ALI
Dammit!

Nick sees one of the SUV's approaching fast. He quickly
leans out -- fires.

The front tire of the SUV blows out. Out of control, it
swerves into the construction lane -- SLAMS and flips into a
cement truck -- it's out of commission.

But when Nick turns back to the road -- all the cars ahead
have stopped. It's too late --

The Mercedes rear-ends another car, crunching the front half.
Radiator steam pours out of the hood.

Nick pulls Ali out and they run between the stopped cars.

The two remaining SUV's stop at the blockade. Quill and his
team jump out -- abandon their vehicles.

QUILL AND TATE -- move up the center -- trade shots with
Nick.

NICK -- loses another bar on the WND. Two left. He looks
ahead -- he can't even see the exit.

A car window SHATTERS next to Ali. They're catching up.
Another bar falls off the WND. Only one remains.

NICK
Ali! I can't -- I can't go any
further.

As Quill darts out from behind a truck, Nick fires -- sends
him back for cover.

Ali spots a NERDY MAN using a Sidekick in his car. She
flings the door open -- takes it from him.

ALI
I'm sorry -- I need to borrow this.

NERDY MAN
Sure -- as long as you put your
number in there.

ALI
Pig!

She pops open the back -- rips out the wireless access card
and battery -- does a quick patch job wiring them together.

NERDY MAN
Hey! I didn't say you could --

GUN FIRE forces him back into his car -- Ali rushes back over
to Nick while dodging shots from Tate, who circles another
car.

As soon as she gets next to Nick -- the WND lights back up to
three bars. They're in business.

NICK
You're a genius. C'mon.

They sneak along the far side of the tunnel. Quill and Tate
chase after.

NICK -- notices the wireless card's green light dim a little.

NICK
The light's going out!

ALI
It's wired straight in. It must be
sucking down the battery!

Nick spots a man on a motorcycle -- runs over, pushes him off
-- quickly apologizes under his breath.

NICK
Ali, get on!

She hops on the back -- he revs the engine and heads into the
construction lane.

QUILL AND TATE -- see the pair speeding away. Quill pulls a
driver from a three-quarter ton pickup. They get in and also
pull into the construction lane.

NICK -- pushes the bike to its limits -- dodges equipment --
jumps over piles of rubble -- weaves through scaffolding.

QUILL -- plows the truck through it all. Sends concrete dust
and shredded metal everywhere.

THE WIRELESS CARD -- flickers from losing power. Almost
dead.

NICK -- hands Ali his gun as he sees Quill catching up.

Traffic in the tunnel starts to move again. A large DUMP
TRUCK full of rubble is up ahead. Nick turns back to Ali.

NICK
The tires! Shoot the driver's side
tires on that truck out!

As they pass Ali fires evenly at all of the tires on the left
side of the truck. As the last one pops, the pressure from
the weight makes the truck wobble -- it's unbalanced.

Ali fires into Quill's tire -- makes him spin out. He
crashes into the Dump Truck. It teeters --

Then collapses right on top of Quill's truck.

NICK -- sees the tunnel exit. Looks to the WND. The light
is almost gone on the wireless card. The signal bars linger
right at one.

Just as the battery dies --

EXT. HENDRICKSON TUNNEL - NIGHT

The bike bursts from the tunnel -- all bars of strength
return to the WND! Nick swerves the bike to a stop.

NICK
Sometimes I could just kiss you.

ALI
Awkward. But next time don't ask.

She gives him back his gun. Nick is surprised by the
response. He gives it some thought when --

TATE -- bloody and haggard, stumbles out of the tunnel. He
raises his gun --

NICK -- drops him with one shot. Walks over to the body. He
checks Tate's pockets -- pulls out a wallet -- looking
inside.

NICK
Jesus.

Sirens fill the air. Nick turns back to Ali.

NICK
We gotta go.

INT. TECHNO CLUB - NIGHT

Vance walks into the mess of broken glass and smoke inside
the club. It's now full of police officials processing the
scene.

VANCE
My my my, we just keep stumbling onto
big messes, don't we?

Ryerson breaks away from another agent and walks over.

RYERSON
Nick and Alison were here and you'll
never guess who they met.

VANCE
Whomever it was, I'm guessing it
didn't go well.

RYERSON
Dunn. They were meeting with him up
in the VIP lounge when a group of
armed men came in guns blazing.

He leads Vance over to one of the dead thugs. He lifts up
the shirt and reveals a small tattoo on the inner arm.

RYERSON
The Brotherhood of Equus. A witness
said they were shooting at Dunn too.

VANCE
Well Dunn seems to be pissing
everyone off today.

Ryerson's phone rings. He answers, listens, then --

RYERSON
This place wasn't the end of it.

EXT. PARK PLAYGROUND - NIGHT

Ali nurses her arm, hidden in the shadows of a large jungle
gym playset. Nick runs over from a drug store across the
street carrying a small sack.

He kneels -- starts dressing her wound.

ALI
How bad is it?

NICK
Bleeding's stopped, but you don't
want it to get infected.

He stops for a moment -- looks around the playground.

ALI
You hear something?

NICK
No. I used to bring Haley here. She
was just two -- three maybe.
(somber laugh)
Seems like a lifetime ago.

ALI
Why did you and your wife divorce?

NICK
You really want to know?

ALI
Honestly, this hurts like hell and I
need you to keep talking.

NICK
Fair enough. The Bureau takes up a
lot of my time. Does for most of the
agents. Kate needed a husband who
was there for her and I couldn't give
her that. Pretty standard story
among agents.

ALI
Then why do it?

NICK
It's like being a priest. Sacrifices
must be made. You tell yourself the
purpose is bigger than the person.

ALI
Is it?

NICK
Truth is, the world is still as
screwed up as it ever was. This
morning, Haley would barely even
speak to me. Some life, huh?

ALI
As mad as she is at you, at least
she's yours. I've just got myself.
No family, no real friends.

NICK
Next to my family, you're the only
person I can trust. I guess that
makes you my friend.

They lock eyes. She's touched by the sincere words.

NICK
All done. How's the arm?

ALI
Still hurts.

NICK
Crybaby.

Nick's phone RINGS. He looks to her -- still worried about
answering.

ALI
Now who's the crybaby?

She answers.

DUNN
(over phone)
I was wondering if you might put me
on speakerphone.

Ali clicks it on so they can both hear.

DUNN
Nick, you've managed to push me over
the line. A place I haven't been too
in quite some time. I don't know
what your girlfriend has done to your
chip, but I will find out rest
assured. -- But since I'm now running
out of time, you have forced me to
take this to a more personal level.

The LCD screen of the phone flickers and turns to video.
Nick is horrified to see Haley gagged and tied to a chair.

NICK
Haley!

DUNN
What you're seeing is a live video
feed. If you do precisely as I say,
no harm will come to Haley, but if
you try to double-cross me again, she
will die before your eyes.

Nick punches the bench. Confused on what to do next.

NICK
You son of a bitch! You better not --

DUNN
You had better listen. Since I do
not have Cerberus, you will be doing
this for me.
Chase-Williams Bank is on a localized
network. Very secure with no access
to the outside, save for a few e-mail
servers on a separate network. You
will need to gain access from inside
the building and extract a series of
codes from a folder titled:
Facilities.

ALI
(curious)
What do you want those for?

DUNN
What you should be concerned about is
the night drop closes in one hour.
I don't think I need to tell you what
will happen if you don't succeed.

The phone line goes dead, but the video feed remains. Dunn
steps into the picture in front of Haley -- waves.

Nick grabs the bottle of antiseptic from the drug store bag --
SMASHES it against a tree.

NICK
FUCK!!

ALI
Wait, he didn't cut the feed.

NICK
He'll kill her no matter what.

ALI
When you said you trusted me, did you
mean it?

NICK
Of course...

ALI
I think I know how we can find her.

EXT. HENDRICKSON TUNNEL - NIGHT

Vance walks into the entrance of the tunnel -- surveys the
wrecked cars. Ryerson walks along the outside -- stops by
Tate's body.

After a quick search, Ryerson emerges with an ID badge. He
opens it --

It's NSA.

His phone rings. He answers -- eyes still fixed on the
badge.

NICK
(over phone)
Ryerson.

RYERSON
Jesus, Nick. What the hell are you
doing? Where are you?

NICK
He's got Haley. Dunn's got her. I
can't turn myself in until I get her
back you know that. But believe me
Andrew, this is not what you think.

RYERSON
Yeah well...I'm starting to believe
you. Nick, just tell me...

The phone goes dead. Ryerson slips the badge inside his
jacket as Vance walks back over.

VANCE
Any luck out here?

Ryerson points to Tate.

RYERSON
Just this guy. Recognize him?

Vance looks at Tate. Shakes his head.

EXT. STREET NEAR PARK - NIGHT

Nick tries opening random car doors as Ali powers up her
laptop, plugging in Cerberus. Instantly large chunks of code
flash across the screen.

ALI
With the feed still on your phone, I
might be able to lock in a location.

Her hands fly across the keyboard. Readouts whiz by: CELL
TOWER SECURITY -- ACCESS GRANTED -- SCAN NETWORK -- SIGNAL
LOCK.

An aerial map pops up on the screen and shows the signal
zeroing in.

Nick finds an open door -- hot-wires the car and it roars to
life.

ALI
You're a little too good at that.
(sees the screen)
Got it! Camelot Hotel on 64th and
Mason. Looks vacant.

NICK
You're a little too good at that.

ALI
You go get Haley. I'll hit the bank.

NICK
Be careful. -- You know Dunn.

ALI
I'm a thief, remember? This is a
walk in the park. Keep an eye on
your signal.

Nick watches her get on the motorcycle and peel away. He
jumps into the car and takes off.

INT. RYERSON'S SUV - NIGHT

Ryerson sits in the driver's seat. He brings out a small
computer console from the dash while he talks to Deckland on
his cell phone. He inserts the NSA badge into a scanner.

RYERSON
It's coming through now.

INTERCUT WITH DECKLAND IN CYBER INVESTIGATIONS

DECKLAND
Got it. Wow, this looks good. You
sure it's a fake?

RYERSON
It's got to be.

DECKLAND
...Yeah, and it's a good one too. I
can see traces of template lines.
Damn this is good. A little TOO
good.

RYERSON
You sound impressed.

DECKLAND
This isn't just a forgery. It's
copied from an original template.
Who we dealin' with here?

RYERSON
Do a full workup. Let me know what
you find as soon as you can.

Vance gets in as Ryerson hangs up.

VANCE
Found a little more about our dead
friend over there. Seems he liked
passing himself off as NSA.

RYERSON
I know.

He shows Vance the badge.

VANCE
We've been wondering how these are
getting made. First good one I've
found.

RYERSON
Better get your people on it.

VANCE
Let me fill you in on a little
secret. The National Security Agency
isn't as secure as we make ourselves
out to be. We've got leaks just like
everybody else. Just like an agent
who walks out with a secure prisoner.

'Smart Ass' Ryerson starts the SUV and they drive away.

EXT. CAMELOT HOTEL - NIGHT

Condemned for several years the castle style architecture is
in a crumbling state of decay.

Nick checks the WND. Three bars. He draws his gun, pushes
through the splintered door and slips inside.

EXT. CHASE WILLIAMS BANK - NIGHT

Ali parks the motorcycle across the street from the bank.
She eyes the entrance to the underground parking garage. A
camera swivels from side to side by the gated entrance.

She coolly walks over -- ducks under the camera. She
attaches a small clip to the video camera. It shuts off.

She walks to the entry scanner -- inserts a small device the
size of a credit card.

In seconds it BEEPS softly and the gate opens. She's in.

INT. FOYER/STAIRS - CAMELOT HOTEL - NIGHT

Dark, dusty and spooky. Nick uses a small penlight to
navigate. He finds fresh footprints on the large staircase
and heads up -- cautious.

NICK
Haley!!

His foot CREAKS on an old board. He freezes -- no sounds.
He continues up.

INT. PARKING GARAGE - CHASE WILLIAMS BANK - NIGHT

Ali makes sure the coast is clear then sneaks to a door near
the elevators. She hooks up a homemade decrypting device to
the numerical keypad.

Seconds later she's inside.

INT. WIRING CLOSET - CHASE WILLIAMS BANK - NIGHT

A long chain of neatly bound blue network wires line the
ceiling. Ali uses a shelf to attach a small clip to one of
the wires. She inserts the other end into her laptop.

She hooks in Cerberus to a side USB port. The code flashes --
she types commands. ACCESS GRANTED.

INT. HALLWAY/HOTEL ROOM - CAMELOT HOTEL - NIGHT

Nick walks down the hall, scouting each room. Then at the
far end he sees a flickering light coming from the last room:
HALEY.

Nick runs as fast as he can and knocks open the room door.

The room looks familiar. The chair Haley was tied to sits in
the corner. In the center of the room is a table full of
equipment.

Nick checks his phone. He still sees the feed of Haley --
struggling in the chair. He sees the same feed on a TV
monitor.

He presses STOP on a VCR. The feed stops! He was watching a
recording.

Frantic, he takes out his cell phone -- hesitates. But bites
the bullet and dials.

INT. WIRING CLOSET - CHASE WILLIAMS BANK - NIGHT

The laptop scrolls through millions of rows of code. Ali
watches as the timer counts down towards zero. Less than a
minute left.

Her phone rings and she answers.

ALI
Nick?

INTERCUT WITH NICK RUNNING OUT OF THE HOTEL

NICK
Haley's not here. This was a set up!
What did he have you download?

ALI
The only thing I could find was some
kind of layout map and code to a
storage facility. Something
underground.

NICK
It had to be a decoy. Get out now!

ALI
What are you talking --

NICK
Just go now!

The laptop BEEPS and flashes COMPLETE. She scoops up her
things -- flings open the door --

She stares into the barrel of a gun. Dunn's on the other end
of it. He takes the phone from her hand.

DUNN
Nick. I'm sorry, but Alison can't
come to the phone right now -- the
game is over.

NICK
You son of a bitch! Let them go!
You have what you want.

DUNN
But you have nothing to offer. Now I
must go. I'm very busy.

The phone goes dead. Nick stops in his tracks. He's lost it
all.

INT. RYERSON'S SUV - NIGHT

Ryerson waits at the curb and Vance slides in with two
coffees while balancing his cell phone to his ear.

VANCE
Okay, we need to go. Just got a tip
about a safehouse Alison has used.
It's not far from here.

RYERSON
Where'd you get your intel?

VANCE
If I told you, I'd have to kill you.
Take a left on third.

Ryerson rolls his eyes and drives away.

VANCE
So I've been playing this thing over
in my head today and I want to ask
you something. And tell me honestly.
If Nick's doing all this against his
will, what could Dunn possibly have
over him that's so important?

RYERSON
I'm not sure.

VANCE
You...haven't heard anything?

RYERSON
What are you gettin' at?

VANCE
Nothing. Nothing.

Ryerson's phone rings and he quickly snaps it up.

INTERCUT WITH DECKLAND IN CYBER INVESTIGATIONS

DECKLAND
Ryerson? Where are you?

RYERSON
On my way to a suspected safehouse.
What's up?

DECKLAND
I sniffed out the NSA trying to get
info on that badge. But I found
something else. Ryerson. Paul Vance
hasn't been with the NSA for over two
years.

Ryerson's face sinks -- trying to keep his composure.

RYERSON
Huh. Interesting.

DECKLAND
I.A. did an investigation, but it
didn't produce anything. But Vance
resigned the next day.

RYERSON
Uh, yeah. I'll have to get back to
you on that.

Before Deckland can answer Ryerson hangs up.

VANCE
Anything new?

RYERSON
Just something about another
investigation. Unrelated.

Vance smiles -- nods. Ryerson contains his nerves.

VANCE
Huh, interesting. -- There's a right
up here.

INT. NICK'S STOLEN CAR - NIGHT

As Nick weaves through the cars, he makes another call. The
WND flickers, but retains the bars of strength.

INTERCUT WITH DECKLAND IN CYBER INVESTIGATIONS

NICK
Deckland, it's Nick.

DECKLAND
Jesus Nick, where are you?

NICK
I don't have time to explain.
Haley's in danger and I need your
help. I need to know why Dunn wanted
access codes to some underground
storage facility that Chase-Williams
bank uses.

DECKLAND
No problem. But Nick, there's
something else. -- That NSA guy,
Vance, that's been after you guys
really isn't NSA at all. He was
shitcanned two years ago and I can't
figure out why. And I think Vance is
with Ryerson now.

NICK
Shit. Where were they going?

DECKLAND
Some safehouse Alison used.

NICK
What? There was no -- can you GPS
Ryerson's car?

DECKLAND
(already done)
Stopped downtown. 4329 Duncan.

NICK
Get back to me as soon as you have
something on that bank.

He hangs up and floors the gas.

INT. STAIRS/SECOND FLOOR - OLD APARTMENT BUILDING - NIGHT

Vance trails Ryerson up the dark stairs. Both have their
weapons drawn and Ryerson looks nervous -- unsure of how to
handle this.

They creep down the hallway -- see a dim light under a door
nearby. Vance counts down from three.

INT. DUSTY APARTMENT - NIGHT

They burst open the door.

Ryerson and Vance charge inside. The apartment is covered in
dust with tables of files and computer equipment. A dirty
cot is in the corner. After a quick sweep --

VANCE
Huh. No one's home.

Ryerson goes to the table. He finds files and papers
organized neatly in a stack. He goes through them --

Finds the logo of the Brotherhood of Equus. Under another
stack is an ID for the FBI -- with Vance's picture on it. He
realizes --

RYERSON
Jesus, you're a sleeper.

Ryerson hears Vance COCK his gun hammer back.

VANCE
Gun on the ground. Kick it back to
me.

Reluctant -- Ryerson obeys.

RYERSON
If you're working with Dunn, why are
you trying to beat him to Alison?

VANCE
That's something you're never gonna
have to worry about.

One shot to the back of the head. Ryerson is killed.

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EXT. WOLFNET UNDERGROUND SECURITY CHECKPOINT - NIGHT

Dunn drives up to the guard's gate in a cargo van. He
flashes credentials at the SLEEPY GUARD.

SLEEPY GUARD
Purpose of visit?

DUNN
Compiling server's been acting fishy
all day. Gotta take it offline for
an hour or two and figure out what
the hell went wrong with it.

SLEEPY GUARD
Twenty-four seven eh? Hope the
overtime is worth it.

DUNN
Oh, it most definitely is.

He waves Dunn through. In the back of the van Ali and Haley
are bound and gagged.

INT. MAIN TUNNEL - WOLFNET UNDERGROUND - NIGHT

Dunn drives down deep under the ground in a rocky tunnel.
What used to be a quarry is now a labyrinth of tunnels and
secure storage areas.

INT. DUSTY APARTMENT - NIGHT

Nick bursts in, gun ready. It's eerily silent. He sees
Ryerson's bloody body on the floor. He checks the pulse --
nothing.

Nick stands, paces, his anger builds. With a primal YELL he
punches a hole in the wall. His phone rings.

INTERCUT WITH DECKLAND IN CYBER INVESTIGATIONS

DECKLAND
Nick? It's Deckland.

NICK
He's dead. He fucking dead.

DECKLAND
Jesus Christ -- Ryerson?

Nick looks through the IDs on the table.

NICK
Shit, this is all Vance. He's all
over the place. He set him up. Get
someone over here now.

DECKLAND
What about you?

NICK
I gotta find Haley and Ali. They
don't have much time left.

DECKLAND
Speaking of that, I think I found
what you're looking for. Chase co
owns an old quarry that's been
converted into a storage facility.
Secure down the line.

NICK
Storage facility? What could Dunn
possibly want in there?

DECKLAND
That's what I wondered too. So I dug
a little deeper. Not much until -- I
surveyed the network. That storage
facility is also a secure network
site. In fact, almost every branch
of government runs a network
connection through a junction box
down there. FBI, NSA, Department of
Defense, you name it. Hell, the
White House even goes through there.

NICK
Holy shit, he's taking them all at
once.

DECKLAND
And with the new hard drive --
sheezus, he could download the
databases into something the size of
a dime.

NICK
Get as many people over there now.
I'm on my way.

DECKLAND
Nick, the entrance is locked down.
Even with FBI clearance I don't think
you could get in.

NICK
Well, that's why we pay you so much.
Find me a way in.

He hangs up. Deckland types away.

DECKLAND
It's not that much.

INT. RYERSON'S SUV - NIGHT

Vance hears the call go out for the agents to converge on
Wolfnet. He quickly takes out his cell phone -- punches a
speed dial.

VANCE
FBI is on the way. I need one hour
to wrap things up. Take care of it.

He hangs up and punches the gas.

INT. OUTSIDE MAIN COMPLEX - WOLFNET UNDERGROUND - NIGHT

Dunn parks the van outside an enormous concrete structure
within the cavern. He opens the sliding door where Ali and
Haley lay bound.

DUNN
Now we have reached a crossroads. I'm
about to untie you both. I'm placing
a lot of trust in you. There's a
security station just inside the main
door. Only one guard inside. He's a
working stiff -- probably has a wife
and several brats at home. I am
placing his life in your hands. Say
or do anything that puts him on alert
and he will die. So think very
carefully about your actions or you
will find out what his death feels
like on your conscience. Do you both
understand?

Ali and Haley both nod.

DUNN
Excellent. Then it's showtime.

He quickly cuts their bonds. They step out of the van and he
marches behind them -- leads them to the main security door.

As the Guard stares at them from behind the security window,
Dunn punches in the access code. The door slides open and
they enter.

INT. MAIN COMPLEX - WOLFNET UNDERGROUND - NIGHT

The moment they enter the main chamber of the complex, Dunn
turns towards the guard's station, pulls his gun -- kills the
guard.

ALI
What are you doing! You said --

DUNN
I just like to hear myself talk. Now
get moving.

INT. DATA CENTER - WOLFNET UNDERGROUND - NIGHT

Full of server racks and network switches behind caged walls.
Dunn enters the last one, kicks down the cage door and puts
Haley in the corner.

He leads Ali up to a terminal workstation -- hands her
Cerberus.

DUNN
Please begin.

ALI
You're insane. You'll never get away
with this.

DUNN
You know Levant said insanity and
genius were but a thin line apart.

ALI
But he also said he erased that line.

Dunn fires right over Haley's head -- it gets Ali's
attention.

DUNN
You were saying?

Ali turns to the computer -- plugs Cerberus in.

EXT./INT. INTRUSION MONTAGE

-- In the FBI CYBER INVESTIGATIONS UNIT, a TECH runs in --
breathless. He gasps for air -- stumbles up to Deckland.

TECH
We've have a situation. Our networks
are being hacked. The firewalls are
doing nothing to stop it.

DECKLAND
That was fast. Which ones?

TECH
All of them, sir.

Deckland rushes out with the Tech.

-- A NETWORK TECH with the CIA logo on his desktop suddenly
sees network activity SPIKE on his monitor. He does some
quick checks -- then picks up the phone.

NETWORK TECH
Sir, you'd better come down here.

-- Inside the NSA DATA ROOM, techs are scramble frantically
from workstation to workstation, punching keys -- wiping away
sweat.

PANICKED TECH
Jesus, they're getting in files WE
don't even have access to!

-- The seal of the DEPARTMENT OF DEFENSE looms over their
information systems department as computer techs watch
helplessly as the network monitor at full strength.

Then it suddenly stops. An ADMINISTRATOR stomps over to the
IS SUPERVISOR, who looks beaten down.

ADMINISTRATOR
What the hell happened? How much did
they get away with?

IS SUPERVISOR
All of it.

EXT. FIELD - NIGHT

Nick runs through the long weeds, a backpack over his
shoulder. His feet hit metal and he looks down. He's
standing over a large metal door with a big H painted on it.

He continues until he finds a small air shaft. He takes off
the backpack and with a crowbar, pries open the vent.

He ties off a repelling rope and leaps down into the shaft.

INT. GUARD'S STATION - WOLFNET UNDERGROUND - NIGHT

The guard's bloody body lays slumped on the video console.
On the monitor Nick can be seen repelling down from the high
ceiling into the cavern.

EXT. HIGHWAY/BRIDGE - NIGHT

A stream of FBI SEDANS and SUV'S tears through the streets,
sirens blaring. A helicopter swirls over traffic, following.

INT. FBI SUV - NIGHT

Farris sits in the passenger seat, barks into a radio.

FARRIS
Wolfnet Underground is about ten
miles past the bridge. What's your
ETA?

INT. FBI HELICOPTER - NIGHT

The HELICOPTER PILOT takes his radio. In the back, five
dressed ASSAULT TEAM members get ready.

HELICOPTER PILOT
ETA, two minutes. We have a good
tailwind and there's no air traff --

He looks to his left -- sees another helicopter swoop in
beside him.

HELICOPTER PILOT
What the --

The side bay door opens and an EQUUS SOLDIER aims a hand held
rocket launcher. The Soldier grins --

The FBI Helicopter explodes in a ball of fire from the
rocket.

INT./EXT. FBI SUV - NIGHT

Prichard watches in horror as the flaming shell of the
helicopter crashes into the side of the bridge. He looks up
to the sky --

The Equus Soldier fires again -- this time at the entrance of
the bridge.

Cars, trucks and pieces of the bridge explode into a cannon
of twisted metal and concrete.

The team of FBI cars SCREECHES to a halt. The bridge is
completely blocked.

PRICHARD
SHIT!
(into radio)
How can we get around this?

The radio fades and there is only static. Prichard tries
again to no avail.

PRICHARD
What the hell is going on here?

INT. DATA CENTER - WOLFNET UNDERGROUND - NIGHT

Dunn chuckles as he watches Ali take down the entire radio
system of the FBI. He looks at Ali, puzzled but indignant.

DUNN
You should be happy. Now the FBI
won't ever catch you. A few more
minutes and you can disappear into
the world's void. Just like me.

Just a dirty look from Ali.

DUNN
Oh lighten up. You're making history.

INT. MAIN COMPLEX - WOLFNET UNDERGROUND - NIGHT

Nick draws his gun when he enters the open door. He sneaks
into the main chamber -- sees the dead guard. He walks
deeper inside.

INT. DATA CENTER - WOLFNET UNDERGROUND - NIGHT

Nick enters from the back. He can see Dunn and Ali at the
far end of cages, but can't get a good angle on Dunn.

He spots another door -- ducks back inside the corridor and
out of sight. Dunn looks over like he's heard something,
then turns back.

INT. OUTSIDE MAIN COMPLEX - WOLFNET UNDERGROUND - NIGHT

Several SUV's pull up to the complex. Vance gets out of one.
Quill and the other Equus Soldiers get out of the others.

Quill opens the back hatch of his SUV, unlatches a hidden
compartment in the floor and opens the door to a hi-tech
arsenal.

VANCE
No one but us walks out of this
complex. No witnesses.

QUILL
And Dunn?

VANCE
Especially Dunn.

They all grab weapons from the hatch and advance on the
complex.

INT. DATA CENTER - WOLFNET UNDERGROUND - NIGHT

Ali finishes downloading all of the data. She hands the
extremely small hard drive over to Dunn.

ALI
It's all there.

Dunn eagerly slides the drive into a bay on his laptop. He
verifies the data --

DUNN
Very good.

Ali notices a countdown in the upper left corner of the
screen. Just under twenty minutes. Dunn catches her --

DUNN
Once that countdown ends, so does
Nick.

ALI
You got what you wanted. Just let
him go.

DUNN
I can't think of any good reason to
do that.

NICK (O.S.)
How about a gun in your face?

They all look over. Nick stands at the other end of the
cage.

DUNN
Predictably uncouth as usual Nick.

NICK
Whatever that means, but you're
finished. Now put down the gun and
back away.

With a smirk, Dunn obeys. Nick looks to Haley -- tied up
with tape in the corner.

NICK
Haley!!

Nick runs over, quickly undoing the tape around her mouth.

HALEY
Dad!!

NICK
Honey, are you alright!?

HALEY
I want to go home...

NICK
We're going to baby -- real soon.

DUNN
How touching.

Nick turns back to Dunn, his face wrinkled with fury.

NICK
Put the laptop down.

DUNN
I'm afraid I can't do that.

Nick cocks the hammer back, finger on trigger.

NICK
Put it down now or --

DUNN
Or what? You seem to forget your
life is connected to this computer.

NICK
So is yours.

ALI
(reminding Nick)
Nick. Your chip...

DUNN
Are you willing to risk it -- put it
on the line? Obviously I don't want
to destroy this, but I will if I need
to. I will risk my future to end
yours.

NICK
PUT IT DOWN!

The tension is interrupted by Vance and Quill bursting
through the back door. As Nick looks back --

Dunn bursts through a side door and disappears.

Nick grabs Haley and they run out as bullets fly all around
them.

INT. SIDE CORRIDOR - MAIN COMPLEX - WOLFNET UNDERGROUND

Nick runs behind Ali and Haley, pushing them forward. From
the data center they can hear the thunder of footsteps
chasing them.

ALI
Nick! You've got less than twenty
minutes before he can blow the chip.

HALEY
Daddy, what is she talking about?

NICK
Nothing sweetheart. Don't worry.
(to Ali)
We get her safe first. Then Dunn.

They whip around a corner as Quill hits the far end. Nick
trades shots with him.

INT. ANOTHER CORRIDOR - MAIN COMPLEX - WOLFNET UNDERGROUND

Dunn pulls another gun from his pack. It looks more modern --
handmade. He turns a corner -- sees Vance at the far end.

DUNN
Vance? What the hell are you doing
here?

VANCE
I'm here to inform you that your
services with the Brotherhood will no
longer be needed.

DUNN
I was done with you guys anyway.
You're startin' to bore me.

VANCE
Resignation accepted.

With a burst from Vance's rifle, Dunn spins behind the wall.
He pops out -- fires back -- makes Vance take cover.

Dunn flicks a switch on his modified gun --

DUNN
At least Quill was good for
something.

He fires at the ceiling. When the bullet hits, it explodes
and the ceiling caves in -- between Dunn and Vance. When the
rubble settles --

VANCE
You can only hide so long from the
brotherhood Dunn! There won't be a
place on earth you can go.

DUNN
I won't have to, once I sell what's
on this disk --

Dunn runs down the hall in the opposite direction.

INT. MAINFRAME ROOM - MAIN COMPLEX - WOLFNET UNDERGROUND

A maze of floor to ceiling mainframe computers. Nick leads
Ali and Haley through. They hear commotion by the door they
came in.

Nick motions them to the far side. He heads back through the
maze.

Three Equus Soldiers spread out through the room. Only the
WHIRRING of the computers can be heard.

NICK -- sneaks to the side of a mainframe. Sees one of the
soldiers. Whips out -- fires. The Soldier tumbles to the
floor -- dead.

THE TWO EQUUS SOLDIERS -- see each other on opposite ends of
the room. They wave each other on --

NICK -- slides out on the floor -- nails a Soldier square in
the chest.

THE LAST SOLDIER -- fires -- out of control into the
mainframes. Sparks and metal fly everywhere.

NICK -- ducks under a mainframe as bullets tear it to pieces.
He crawls towards the Soldier -- undetected.

THE LAST SOLDIER -- turns a corner -- finds Ali and Haley
huddling there. He raises his gun.

NICK -- crashes into the mainframe with his shoulder. The
Soldier turns -- too late. The mainframe topples down on top
of him. His legs twitch in his death throe.

INT. MAINTENANCE ROOM - MAIN COMPLEX - WOLFNET UNDERGROUND

Dunn stops by a metal column -- takes off his pack. He opens
it to reveal a bomb. He attaches it to the column and
quickly sets the timer.

Five minutes. The bomb clicks the seconds away.

INT. CATWALK - MAIN COMPLEX - WOLFNET UNDERGROUND

A steel grate catwalk that spans thirty feet above the floor.
As Nick steps out onto it, he checks the WND. Four bars. He
motions for Ali and Haley.

NICK
Come on. If we can hit the back end
of this thing I think we can get out.

When they're halfway across --

Vance steps out and fires at them. The bullets cut through
the catwalk like butter.

NICK
Haley go back!

Haley runs back as the catwalk slices in two. She jumps and
just barely makes it across.

NICK -- hangs from the other end. It wobbles, threatening to
fall. He fires back at Vance with his free hand.

VANCE -- takes cover -- reloads.

NICK
Haley! Stay where you are!

HALEY
Daddy, please, I can't --

NICK
I'll be right there! Please Haley,
just trust me.

Haley tearfully nods and runs through the door.

Ali tries to help Nick up. The WND falls from his pocket --
SHATTERS on the floor.

Nick scrambles back up and he and Ali race across the catwalk
as Vance steps back out, shooting.

They run through the door as the catwalk falls.

INT. CORRIDOR - MAIN COMPLEX - WOLFNET UNDERGROUND

Haley stands with her back against the wall. She shivers in
fear. She sees a shadow at the far end.

After a quick search she sees a closet door. She runs for it
-- lets herself inside. She pulls the door shut and waits,
holding every breath as long as she can.

In the dim light coming under the door, a shadow passes by.
It lingers, then continues. She lets out a faint sigh.

The door suddenly flings open. Dunn stands there smiling.

DUNN
Are you lost, little girl?

Haley screams as Dunn pulls her out.

INT. SERVICE AREA - MAIN COMPLEX - WOLFNET UNDERGROUND

Nick runs into a room full of pipes and other assorted heavy
equipment. He's greeted by gunfire and hits the deck.

Quill fires rapidly into the room -- puncturing pipes and the
service machinery.

ALI -- follows Nick and falls to the floor.

Nick lays down cover fire -- turns back to Ali.

NICK
Go out that way! Find Haley!

Ali nods -- gets to her knees and springs out the door as
Quill fires again.

NICK -- bursts from his hiding place -- trades shots with
Quill and leaps behind a massive pipe.

QUILL
You're a quick little fuck, aren't
ya?

NICK
Why don't you pop your head out and
see?

Quill laughs in spite of himself. The two change cover
again, trading shots.

NICK -- checks his magazine. Empty.

QUILL -- loads another full magazine into his rifle. Checks
around a corner.

NICK -- silently picks up a section of disconnected pipe.
Sneaks around a corner. Picks up a small piece of metal from
the floor -- tosses it across the room.

QUILL -- stands and fires in that direction. He doesn't see
Nick creep up behind him. Then he turns -- too late.

With a powerful swing Nick bashes the rifle from Quill's
hands.

Instantly recovering, Quill launches himself at Nick. The
two trade fierce punches and kicks -- both good at self
defense.

Quill gets the upper hand -- puts his hands around Nick's
throat -- squeezes.

With his last bit of strength, Nick grabs a pipe -- breaks it
away. Hot water gushes into Quill's face. He screams,
stumbles back.

Quill attempts to go for his rifle. Nick jumps -- hits Quill
square in the chest with both feet.

As Quill flies back, he's stopped suddenly as a pipe goes
right through him. Impaled, he spits blood -- dies.

INT. MAINTENANCE ROOM - MAIN COMPLEX - WOLFNET UNDERGROUND

Ali walks down a set of metal stairs cautiously. It looks
empty until --

A pair of hands emerge from under the stairs -- grabs her
ankles. She falls heavily down the stairs onto the floor.

Ali turns over -- dazed. She watches Vance walk out from
beneath the stairs.

VANCE
Just what I was hoping for. A little
alone time with my favorite girl.

He kneels -- punches her in the face hard.

INT. SERVICE TUNNEL - MAIN COMPLEX - WOLFNET UNDERGROUND

Nick runs down the hallway -- reaches a crossroads. Doesn't
know which way to go. Then he hears --

HALEY'S SCREAMS. Frantic, Nick follows the sound.

INT. MAINTENANCE ROOM - MAIN COMPLEX - WOLFNET UNDERGROUND

Vance punches and kicks Ali relentlessly. He's enjoying it.

VANCE
Do you know how hard it was to build
my cover in the NSA? Then in one day
you completely blow it. I did
appreciate the subscriptions to all
the gay porn sites. That was a
particularly nice touch.

He kicks her hard again.

INT. GARAGE - MAIN COMPLEX - WOLFNET UNDERGROUND

Nick runs into a large garage that houses several RHINOS -- a
cross between an ATV and a Dune Buggy.

He watches as Dunn -- with Haley -- zooms off into the cavern
tunnels. He hears her screams fade.

Wasting no time, Nick hops onto one and speeds off in
pursuit.

INT. MAINTENANCE ROOM - MAIN COMPLEX - WOLFNET UNDERGROUND

Vance lands another vicious kick. Ali appears almost
unconscious.

He raises his foot -- about to strike again when she grabs
his ankle and twists -- knocks him off his feet.

She manages to get to her feet and the two square off. He
rushes her and she can only defend the first couple blows, as
he lands some haymakers.

Vance punches her into a column and she slides to the floor.
He looms over her -- gloating when he hears a faint beep.

The sound traces back to the bomb Dunn placed. Vance's eyes
widen.

VANCE
Oh my God of SHIT.

Just under two minutes left.

Ali kicks upwards -- gets Vance right in the balls. He
doubles over and she runs out of the room.

INT. WIDE TUNNEL - WOLFNET UNDERGROUND - NIGHT

The chase is on! Nick races after Dunn, both Rhinos pushed
to their maximum speed. Dunn takes out a radio.

DUNN
(into radio)
Pickup on the north pad. Five
minutes.

Dunn pulls out his gun -- changes the switch on it. He fires
back --

The explosive projectile sails over Nick's head -- hits the
side wall and blasts out a chunk of rock.

Dunn fires again -- this one hits the wall right next to him.
He barely swerves out of the way.

As Dunn continues firing, Nick weaves back and forth --
dodging explosions and flying boulders.

A big piece of rock falls right in front of Nick. He raises
up, hits the rock -- uses it as a makeshift ramp. He
launches himself over.

INT. OUTSIDE MAIN COMPLEX - WOLFNET UNDERGROUND - NIGHT

Ali jumps into one of the SUV's and takes off down the
tunnel.

Still dazed, Vance stumbles to his own SUV -- gets inside and
starts the engine -- but nothing happens.

He looks as Ali drives away -- she dumps the distributor caps
from the other vehicles farther down the tunnel.

VANCE
That fucking bitc --

The main complex erupts out in an enormous ball of fire.

The reflection on Vance's windshield turns a bright yellow as
the explosion consumes him.

INT. LANDING CHAMBER - WOLFNET UNDERGROUND - NIGHT

Two metal doors two hundred feet above slide open and a
helicopter begins its descent -- passing by large rock
plateaus.

Dunn drives into the chamber -- gets off and drags Haley into
the helicopter bay.

As the helicopter rises, Nick speeds inside. Without a
second thought, he drives right up to the ascending
helicopter -- leaps straight from the Rhino --

He grabs the landing gear and hangs on for dear life as the
helicopter rises.

Nick balances himself and climbs up the landing gear. Before
Dunn can react, Nick tackles him.

ALI -- drives into the chamber -- parks and sees the
helicopter close to clearing the doors.

NICK AND DUNN -- duke it out, each trying to maneuver inside
the tight quarters of the bay. Dunn is surprisingly a good
fighter.

HALEY -- thinks quickly -- pushes the lever that lowers a
cable with a hook.

ALI -- knows what to do. As the cable hits the cave floor,
she grabs it and runs it back past a computer bank and
latches the hook to an enormous generator.

THE HELICOPTER -- lurches when the cable pulls tight. It
shifts off balance.

As Nick punches Dunn back he sees a plateau just a few feet
below the bay. He turns to Haley.

NICK
Haley, you gotta jump!

HALEY
I can't. I can't do it!

Dunn attacks Nick again. While Nick struggles to control
him, he turns back to Haley.

NICK
Just do it! You can make it!

HALEY -- looks outside -- sees the plateau -- just as the
helicopter lurches again.

She gets knocked off balance and falls into the air.

NICK
NO!!

Haley SCREAMS -- hits the side of the plateau, but manages to
grab onto a sharp outcropping.

The helicopter can't take the strain anymore, hitting the
cavern wall -- just barely missing Haley.

As the helicopter loses control and hurtles down, both Nick
and Dunn leap out.

They land on another plateau -- below Haley, but still a
hundred feet from the floor.

Ali leaps out of the way as the helicopter crashes into the
cavern floor. Even though the frame is crumpled, the blades
still spin dangerously below.

Dunn stands -- adjusts his pack with the laptop inside and
circles Nick.

Ali runs to a computer terminal and quickly bypasses
security. She punches in a command. The monitor flashes:
SCANNING FOR SIGNAL.

NICK AND DUNN -- Attack! -- each taking a beating.

DUNN
With everything you've turned to shit
today, I will consider it a great
success just to have your daughter
watch you die.

NICK
Prepare yourself for a big
disappointment.

He hits Dunn again and they continue their fight.

HALEY -- still clinging to the rock, watches Nick and Dunn
twenty feet below.

HALEY
DAD! I can't hold on!

ALI -- gets signal lock, logging into Dunn's laptop. The
countdown to finding Nick's chip is in the last ten seconds.

ALI
Oh shit.

DUNN -- hears a BEEP coming from his computer -- he knows
what it means. He lands a powerful kick -- knocks Nick to
the plateau floor.

ALI -- quickly pounds the keyboard -- trying to deactivate
the chip.

DUNN -- takes out the laptop -- grins at the signal lock.

ALI
NICK!!

But Nick's still recovering from the hit. Haley's watching
it from above.

She jumps, dropping down right on top of Dunn. She claws at
him with everything she's got.

ALI -- gains access to the chip.

ALI
Okay -- almost there...

DUNN -- pulls Haley off -- backhands her across the rocky
ground.

Nick stands -- pissed. He punches Dunn HARD and the laptop
tumbles down -- teeters on the edge of the plateau.

NICK -- lands steady blows -- punches and kicks into Dunn's
face and chest.

He knocks Dunn over the edge, but Dunn grabs on to Nick's leg
and they both go over.

ALI -- looks frustrated.

ALI
Come on, come on. Where the hell are
you?

NICK AND DUNN -- both hang on to the edge of the plateau --
the helicopter blades spinning below them.

He rears back and kicks Dunn. As Dunn falls he grabs the
laptop from the edge.

Nick watches helplessly as Dunn and the laptop fall towards
the blades.

ALI -- lights up as the screen flashes: HOST DEACTIVATED.

ALI
I got it!

It's the last thing Dunn hears. He and the laptop are torn
to pieces by the blades.

The helicopter falls back -- exploding! Pieces of a blade
fly right past Nick. One impales the wall just under his
feet.

He steps on it, pulling himself up -- and into Haley's arms.
They hug each other tight.

Ali watches them -- smiles.

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EXT. WOLFNET UNDERGROUND SECURITY CHECKPOINT - NIGHT

Prichard and the other FBI cars race down into the tunnels.

INT. LANDING CHAMBER - WOLFNET UNDERGROUND - NIGHT

Nick and Haley walk to Ali. All three look relieved.

ALI
So what now?

NICK
I suggest you get outta here as fast
as you can. A new identity wouldn't
hurt either.

ALI
You're...letting me go?

NICK
No. You died bravely helping me.

He reaches into Dunn's pack -- hands her Cerberus.

NICK
You decide what to do with it.

She takes it -- then throws it to the ground and stomps it
into oblivion.

ALI
That felt good. -- Thank you.

NICK
We owe you our lives. Thank you
doesn't seem good enough. Now get
outta here.

Ali smiles -- gives a little wave to Haley and vanishes into
the tunnels.

Prichard's vehicles suddenly burst into the chamber from
another tunnel. He jumps out -- rushes over to Nick.

PRICHARD
Jesus Christ. Nick, what the hell --

NICK
Did you find Ryerson?

Prichard nods solemnly. Nick takes a moment.

NICK
I'll give you a full report in the
morning. -- but I have one request
first.

PRICHARD
Name it.

NICK
Get this damn chip out of my head.

MOMENTS LATER

Nick is wheeled to a waiting emergency vehicle. Haley runs
over to him.

HALEY
Dad. Are you...

NICK
Don't worry, I'll keep my promise.

Haley smiles through her tear-filled eyes.

EXT. TROPICAL BEACH - DAY

A palm tree casts a shadow over the empty pristine sand. The
sun shines down on the aqua waves as they reach the end of
their journey against the shore. This is paradise.

The silence is broken by Nick and Haley running into the
surf. They play in the deep blue water.

On the beach Ali plays with her laptop. She puts a device
into the USB slot. It looks strangely familiar.

Nick walks with Haley over to her. He looks at Ali
suspiciously.

NICK
What are you doing?

ALI
Just diverting funds.

NICK
Ali?

ALI
Let's just say the Brotherhood will
get a lot of write-offs on their
taxes this year. They're a very
generous organization.

NICK
I don't even want to know. But I do
want you to get off that thing and
into the water.

Haley pulls Ali to her feet.

HALEY
Dad says you're pasty and need more
sun anyway.

NICK
I did not say that.

ALI
Really? What else did he say?

Nick tries to silence Haley, but it's too late for that.
They laugh and head into the water.

A nearby sign has a map of the beach, and next to an arrow,
one phrase stands out:

YOU ARE HERE.

The beach scene suddenly clicks off like a monitor shutting
down. Words flash across the scene:

DISCONNECTED.

FADE TO BLACK.

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