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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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