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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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