BLACKNESS.

                                   VEKTOR (V.O.)
                         The sea gets hungry at two hundred
                         feet. Waves start chewing off bits
                         of sun, pretty soon that blue
                         ocean's gone one, big black shadow.



               DEEP IN THE MEDITERRANEAN SEA

               Five figures sink to the depths of the oceanlake. Pillars of
               light fade around them. They crawl down a majestic underwater
               cliff that looks to become more man-made as they travel.

                                   VEKTOR (V.O.)
                         Angel was right. Crazies a long
                         time ago carved into the rock,
                         nothin' on the map.

               The cliff becomes one giant stone-carved mural of greek gods
               and columns that finally end at a sunken entrance.

               The characters swim in, passing large statues of the goddess
               Dione, her eyes shut and hands pressed at her side. She makes
               up the entire ledge. Lightsticks and an underwater flashlight
               illuminate the long hall to the sunken temple. Finally, they
               reach the end. Another bust of Dione greets them, her hands
               stretched over the portal to a dry interior.



               INT. TEMPLE OF DIONE - GRAND HALL

               The heroes swim up to the dry rock and crawl out of the
               entrance pool. They unload their packs, check their gear and
               weapons. Fearless notes several unloaded crates smothered in
               Blizzard logos.

                                   VEKTOR (V.O.)
                         Cold Corps beat us to the punch. We
                         went stealth. They'd no doubt
                         gotten the sword already. We armed
                         up for a fight.

               Several portals give options for Fearless' team to start
               away. But Cheetah's got a crude map. She points toward one of
               the portals.

                                   MISS CHEETAH
                         OK, moment of truth. I didn't get a
                         good chance to crack the mesh of
                         nonsense code but I think what we
                         want is that way.

                                   FEARLESS
                         How far in?

                                   MISS CHEETAH
                         Should be just a short hall and a
                         room. I think? This place was meant
                         as a glorified chamber. I don't
                         know why there's so many rooms but
                         they can't go too deep.

                                   FEARLESS
                         Then we hole up here. One way in,
                         one way out. If this place was
                         booby-trapped, we'll let the blue
                         coats do the Indiana Jonesing and
                         we'll take the loot. Thunder?

                                   THUNDER
                         Yo.

                                   FEARLESS
                         Mount up in the pool. Heavy guns on
                         the portal. Flush 'em out. Vektor,
                         you got sticky hands. Ninja your
                         way on the ceiling. Arch, you too.

               Archangel and Vektor nod. The winged sniper takes flight
               while the large gecko-man straps his guns to his back and
               crawls up the wall.

                                   FEARLESS (CONT'D)
                         Patriot, you're with me.

                                   MISS CHEETAH
                         What about me?

               Fearless and Patriot look her way.

                                   FEARLESS
                         Right. Check the crates for any
                         supplies they may have left behind.

               Cheetah nods, heads to one of the large crates. She peaks in.

                                   MISS CHEETAH
                         It's empty.

               Fearless is right behind her.

                                   FEARLESS
                         Swell.

               He shoves her. She trips and stumbles in.

                                   MISS CHEETAH
                         Hey, what?!

               Fearless and Patriot close the lid and latch it shut.

                                   FEARLESS
                         Sorry, babe. OK, Patriot...

                                   PATRIOT
                         Heard you the first time. Point the
                         way.

               Commotion. Blizzard goons are coming down the hall. Patriot
               and Fearless scramble.



               CUT TO

               Blizzard soldiers start out into the light of the grand hall.
               They're cutting up some nonsense and chuckling to themselves
               when one of them notices the crate is latched shut. He hears
               the cocking of Thunder's SAW. He hasn't any time to react to
               his buddies.

                                   VEKTOR (V.O.)
                         The plan was simple-stupid. It
                         focused on the staple use of the
                         Cold Corps and exploited the shit
                         out of it. Live fire target
                         practice.

                                   BLIZZARD SOLDIER
                         Oh shit.

               Thunder unloads on the hallway. 5.56mm rounds pound into
               flesh and stone. Four soldiers explode as they fall. The rest
               barely stumble for cover before Archangel descends on them,
               pounding at them with his rifle.

               One of the soldiers gets a clear shot, but Vektor tackles him
               from above and cuts his throat. It's a massacre.

               Several soldiers turn back for the hallway, but Patriot and
               Fearless have flanked them. They mow them down with sub
               machine gun fire.

               In seconds, the fire-fight is over.

               When the dust settles, everyone forms up, checks the bodies.
               Miss Cheatah pounds the crate in protest.

                                   MISS CHEETAH
                         I don't care who's out there, lemme
                         out!

                                   FEARLESS
                         Archangel, go.

               Archangel swoops over to the crate, works at the locks.
               Finally the lid is open and Miss Cheatah is lunging out for
               air.

                                   MISS CHEETAH
                         Fearless, you asshole!

                                   FEARLESS
                         You're welcome.

                                   THUNDER
                         Hey, chief. Take a look at this.

               Thunder's in the hallway. Fearless steps in behind him.
               They're looking at a crate on the floor. It's smaller than
               the others. They open it.

               Inside is a sword. But not like any of the sketches in
               Cheetah's book. Fearless lifts it into the air. A pink and
               white clouded marble hilt etched with brilliant gold dragons
               that swallow the butt of it as their tails coil around the
               guard supporting a finely polished, slender blade with
               perfect curve.

                                   ARCHANGEL
                         Why are you holding a katana?

                                   FEARLESS
                         It was in the box.

                                   ARCHANGEL
                         Right. In a Greek temple.

                                   FEARLESS
                         I didn't put it here.

                                   THUNDER
                         Aphrodite did. Back when people
                         still thought she was Dione.

                                   MISS CHEETAH
                         Thunder, you brilliant stud. Of
                         course!

                                   ARCHANGEL
                         Clue me in?

                                   MISS CHEETAH
                         Aphrodite was an import. Some
                         skeptics argue she was brought from
                         Asia to-

                                   FEARLESS
                         Fuck it. Let's scram. We have an
                         Irvine to save.

               Fearless and Archangel box the Katana and haul it out into
               the hall where Vektor and Patriot have...gone missing.

                                   FEARLESS (CONT'D)
                         Now what?

               Miss Cheetah notices something on the ground. She kneels down
               to observe. It's a coin of some kind.

               Everyone else scatters the hall.

                                   ARCHANGEL
                         I knew we couldn't trust them.

                                   FEARLESS
                         Not the time, Angel.

                                   THUNDER
                         I'm gettin' to feelin' it is.

               Archangel raises his rifle to ready. Fearless does the same.

                                   FEARLESS
                         Veky? You here?

               Thunder's eyes roam.

               Vecktor drops behind him, quietly. The lizard-man stands, his
               pistol raised at Thunder.

                                   VEKTOR (V.O.)
                         I did what you paid me to. 

               Thunder turns to Vektor. His eyes go wide. Vektor smirks. He
               squeezes the trigger.

                                   MISS CHEETAH
                         Hey, guys I think I found a-

               Miss Cheetah rises between Vektor and Thunder.

               BLAM!

               Everyone stops. Cheetah gasps. Drops the coin. Drops herself.

                                   VEKTOR (V.O.)
                         But damn if it didn't go a bit sour
                         at the start.

                                   VEKTOR
                         Whoops.

                                   FEARLESS
                         NO!

               Thunder and Fearless unload on Vektor's position. The gecko
               warrior darts furiously around the hall. Archangel swoops in
               and tackles him. The two roll in fierce combat.

               Thunder tries to get a beat but then he senses something to
               his side. Patriot hides in the shadows. He puts a dot on
               Thunder. Thunder spins his guns on the cyborg and the two go
               at it.

               Fearless drops beside Miss Cheetah. He cups her in his arms.

                                   FEARLESS (CONT'D)
                         Cheetah, stay with me.

                                   MISS CHEETAH
                         I'm sorry! I'm sorry! I'm s...I'm
                         sorry!

                                   FEARLESS
                         You shut the fuck up! Look at me, Dammit!
                         Stay here! Open your eyes! Look at
                         me-look at me!

               Vektor wedges his combat knife between him and Archangel. He
               cuts into Archangel's shoulder. The sniper grunts and throws
               Vektor across the room, into the stone wall. But he's been
               cut again. Clean across the throat. Vektor can hardly
               recover, but he doesn't have to. Archangel feels the red
               fluid rushing from his jugular. He wipes it as more begins to
               pour out of his mouth. He tries to gag, to cry, he falls.
               Dead.

               Thunder and Patriot pound bullets into each other. It's
               sloppy but it gets the job done. On both of them. Every
               circuit in Patriot's body ignites in fire and shrapnel.
               Thunder's flesh collapses from the depleted uranium pumped
               into him. He drops to his knees, the last of his magazine
               pounds wildly into the temple.

               Fearless is lost to it all. He fights his own vain battle to
               rescue his love.

                                   FEARLESS (CONT'D)
                         Look at me. Baby look at me.

                                   MISS CHEETAH
                         Fearless, I'm scared.

                                   FEARLESS
                         It's going to be OK. Just keep your
                         eyes on me.

               Her eyes shoot to him, pierce into his. For a moment, they
               lock.

                                   MISS CHEETAH
                         But...I can't see you.

               He doesn't know what to say.

                                   MISS CHEETAH (CONT'D)
                         Fearless, I...can't see you.
                         Whe...where...did...

               And she's gone.

               Fearless loses himself in her dead stare. He starts to fall
               apart. 

               Vektor stabs him in the back, tackles him to the ground. He
               stands. Fearless screams as Vektor yanks the knife from his
               back.

                                   VEKTOR (V.O.)
                         She should have stayed in the box.
                                   FEARLESS
                         Fuck you!
                         
               More commotion. The two opponents look to another of the
               portals. Out of it struts three Blizzard guards and an
               oblivious LAB COAT GUY.

                                   LAB COAT GUY
                         I told you, there IS no other way
                         out. But nobody ever listens to...
                             (noticing the CWAL chaos)
                         Aw shit.

               Blizzard soldiers engage Fearless and Vektor. Fearless can
               only roll behind some crates. Vektor takes off into one of
               the hallways. His bullets spraying into the Lab Coat Guy and
               one of the guards.

                                   VEKTOR (V.O.)
                         I let him deal with the others. I
                         figured they'd either do him in or
                         he'd expend his ammunition on them.
                         Either way, I'd mop up. But the man
                         was relentless.



               INT. TEMPLE OF DIONE - DARK HALLWAY

               After several bursts of gunfire and a couple of screams,
               Fearless stumbles into the hallway. His gun leading the way.

                                   FEARLESS
                         VEKTOR! YOU COWARD! COME OUT!

               He fires a few bursts into the hallway as he moves down it.

                                   FEARLESS (CONT'D)
                         VEKTOR! LET'S GO YOU AND ME!

               Another burst strobes him and the hallway. Bullets clang on
               the rock floor.

                                   FEARLESS (CONT'D)
                             (sobbing)
                         You and me, you motherless sack of
                         shit. You and me.

               Fearless wipes his tears. Screams and fires some more.
               Through the strobe of his gun, we can see Vektor slink down
               the wall behind him, a predator closing in. And as he
               brandishes his blood-soaked battle knife, Fearless' gun runs
               dry with the click of an empty magazine. He realizes it too
               late.

                                   VEKTOR (V.O.)
                         I gotta hand it to the man. He
                         didn't squeak once when I gutted
                         him.



               INT. PHASMUS & CO CORPORATE HEADQUARTERS - PHASMUS'S OFFICE

               Vektor comes through on a fuzzy flat panel. Phasmus stands in
               front of it. One of his minions, Maggott, broods behind him.

                                   PHASMUS
                         The resources expended in this
                         operation border on unacceptable. 
                         You have, however, performed as
                         directed.  You will be reimbursed
                         accordingly.

                                   VEKTOR
                         What you want me to do with the
                         piece?

                                   PHASMUS
                         You will bring it to me,
                         immediately.  Will you have access
                         to CARV's submarine?

                                   VEKTOR
                         Far as I know. They all think it
                         was a Blizzard ambush. Unpleasant
                         cost of war and all.

                                   PHASMUS
                         Excellent.  Then there is no reason
                         to delay the delivery.  Time is
                         money.  Your money, in this case.



               INT. CARV SUBMARINE

               Vektor's image is projected on a flat panel connected to two
               wires that fall down along the wall and across the floor to a
               chair where Archangel sits. At the end of the wires are round
               suction cups pressed against his temples. With his eyes
               closed, he mutters:

                                   ARCHANGEL
                         You got it. Vektor, out.

               Thunder steps up to the flat panel. He turns off the monitor.
               Archangel comes to as Fearless removes the wires from his
               headgear.

                                   FEARLESS
                         Are all of you ghosts psychic?

                                   ARCHANGEL
                         Can't be a ghost without it.

                                   THUNDER
                         Lucky us.

                                   ARCHANGEL
                         Sure.

               Thunder slinks out of the room.

               Fearless holds the katana up into the light of the cabin and
               examines it.

                                   FEARLESS
                         So this is what Phasmus would kill
                         a CWALer for.

                                   ARCHANGEL
                         He'd kill us for what came with it.
                         The man would stab you in the back
                         for a ripped Coldplay CD-R.
                             (beat)
                         I'm sorry about Cheetah.

                                   FEARLESS
                         It couldn't be stopped.

               Archangel nods. Turns to leave.

                                   FEARLESS (CONT'D)
                         Hey.

               Fearless tosses him the coin Miss Cheetah had found on the
               floor.

                                   FEARLESS (CONT'D)
                         She'd have wanted you to have it.

                                   ARCHANGEL
                         Doubtful, but I'll spend it smart
                         like.

                                   FEARLESS
                         Think he bought it?

                                   ARCHANGEL
                         Dunno. We'll find out.

               Archangel leaves. Fearless turns to the sword. He drops it
               back in the crate. He sits. Pulls out a pocket picture of him
               and Miss Cheetah kissing beneath the Eiffel Tower. On the
               bottom is written "Honeymoon - Dec. 2012"



               INT. PHASMUS & CO CORPORATE HEADQUARTERS - PHASMUS'S OFFICE

               Phasmus turns from his monitor.

                                   MAGGOTT
                         (murrr murrrr ghh)
                         You don't trust your eyes.

                                   PHASMUS
                         Trust is irrelevant.  I have
                         invested far too much to risk
                         failure on the assumption of CWAL's
                         continued obliviousness.  I must
                         assume our employee has been
                         compromised.

                                   MAGGOTT
                         (gghhhh duuuh mrrrrmrr?)
                         What will you do?

                                   PHASMUS
                         Opposition is now assumed. 
                         Liquidation is the only recourse. 
                         Once the risk level is thereby
                         reduced, we will proceed with our
                         transaction.

                                   MAGGOTT
                         (mrrrrrrrrrrrr)
                         You planned to kill Vektor anyway.

                                   PHASMUS
                         As you well know, killing is not
                         what we are about here.  But it is
                         true, I had not foreseen any future
                         for Vektor as a sentient,
                         metabolism encumbered being after
                         this operation.  We are coming to
                         an end of our societal coexistence
                         with the living.  It is only fair
                         that our most stalwart contractors
                         enjoy an early introduction to the
                         new business model.

               The zombie saunters off. Phasmus turns to his desk and flips
               open a book, Bushido: The Way of the Samurai by Tsunetomo
               Yamamoto.



               INT. BLIZZARD HEADQUARTERS - MALICE'S OFFICE

               Malice sits at a bullet-riddled desk, a phone pressed against
               her ear.

                                   MALICE
                         That lab rat hasn't raised the
                         signal. I have to assume we're
                         going without the plan and that
                         CWAL possibly has hold of the
                         blade.
                             (beat)
                         Of course not. I have you after
                         all.

               The Head Programmer steps into the office. He heard
               everything coming in. Malice gives him a glare before going
               back to her conversation.

                                   MALICE (CONT'D)
                         Are you?
                             (beat)
                         Good. Then nothing's changed. I'll
                         see you soon.
                             (beat)
                             (smirks)
                         You have no idea.

               She puts the phone down. Turns to the Head Programmer.

                                   HEAD PROGRAMMER
                         Who was that?

                                   MALICE
                         An ally. I have a mission for you.
                         Take the tin cans and hit up the
                         school district. Legion hasn't
                         phoned in. I don't like all the
                         silence and I don't want him
                         getting all comfy just because he
                         butchered his own on that water
                         park blitz. We need all our guns
                         primed for the next offensive.

                                   HEAD PROGRAMMER
                         Which is?

                                   MALICE
                         When I decide you need to know,
                         I'll fucking tell you. Now fuck off
                         and do what I fucking tell you
                         before I decide to toss you with
                         your fuck buddy CEO and his two
                         squirmy bitches.

               The Head Programmer tenses. Bites his tongue.

                                   MALICE (CONT'D)
                         Leave. Bye!

               He turns out the door. Malice watches him go before putting
               the phone back to her ear.

                                   MALICE (CONT'D)
                         Christ. Where was I? Oh yes, I miss
                         you. I miss the shit out of you.



               EXT. PARKING LOT - SOMEWHERE ELSE, FAR OFF - AFTERNOON

               In a distant and much more peaceful land, several SUVs are
               gathered at the front of a giant building who's name is just
               out of our sight.

               Several men in uniform rummage through backpacks and arm
               submachine guns and other combat gear.

               In front of them, a cell phone pressed against his ear, is a
               very familiar one-winged angel. His long, white hair clearing
               whatever doubt we might have had. He is SEPHROTH.

                                   SEPHROTH
                         And I miss you. We'll be together
                         soon.

               He hangs up the phone and turns to one of the uniformed men.

                                   SEPHROTH (CONT'D)
                         Let's go.