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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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