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ALL SCRIPTS




                             TRON LEGACY




                             Written by

                          Richard Jefferies





1   INT.   CYBERSPACE

    Electric-neon netherworld.     Pulsing chromatics over jet black.

    CONSTRUCTION CREW toils to complete a vast SWITCHING NEXUS.
    CYPER-TECH CREWMEN and MACHINERY branded "X-NET".

    3D lattice of routers, refractors, reassemblers... New,
    unused data OPTIK HIGHWAY routes radiate from all sides,
    crossing cyberspace.

    X-Net Tactical Corps troops (herein X-Takks) patrol every
    inch.


2   INT.   X-NET NEXUS - UNDER CONSTRUCTION

    DATA "TRAIN" enters. Sliver of RED DATA ENERGY shunt off,
    shooting into RANDOM MEMORY BUFFER - geometrically perfect
    lattice of PLASMA BEAMS and WHITE HOT intersection points.

    X-Takks notice, moving to investigate.

    DEEP IN THE LATTICE:

    Red data "uploads" into solid form. A RED FIGURE. We see
    from the back - infrared strobing DISK, etched metallic
    detail, lethal EDGES -

    Then slowly he - IT - turns.     Hardly a face, only data-hungry
    eyes, riveted to a TASK -

    TRON 2.0.

    Seriously upgraded, over-clocked, armed for trouble. The
    friendly hero we once knew has been re-programmed into a
    ruthless cyber-ninja.

    X-Takks search ten story gantries.

    TRON springs into the lattice, dodging PLASMA BEAMS, avoiding
    detection. Slips into:


3   INT.   NEXUS MAIN SHAFT

    X-Takks on high alert.

    TRON slips down main shaft, freezes, confirms data.       Darts
    behind MAIN POWER SUPPLY.

    Pulls his DISK.     DISK opens, extends oscillating DATA KEY.



                                                (CONTINUED)
                                        2

3   CONTINUED:

    TRON inserts key in and ENCRYPTION PANEL.     Circuits energize.
    Shockwave quakes system.

    POWER SUPPLY OVERLOADS, SHORTING OUT.

    X-Takks spot TRON.

                              X-TAKKS
                 Intruder!   Fix coordinates!

    POLICE POUNCE, FIRING.

    Tron pulls hyper-disk off his back and HURLS IT -

    DISK strikes cop, fries his circuits. Disk ricochets,
    brutally accurate, takes out three more Police -

    TRON flips into the air - His DISK boomerangs straight for
    him. Certain death. But his timing is inhumanly accurate.
    DISK docks on his back midair, lands and bolts.

    ALARMS WAIL -

    POWER SUPPLY VERGES on MELTDOWN, CIRCUITS FRY, PLASMA SPEWS.
    X-NET CRISIS TEAM rushes in, inserts MASTER KEY. POWER SUPPLY
    STABILIZES. Catastrophe averted.

    TRON flips away, chased by firing X-Takks -

    Arriving on the scene - split-second response:

    Elite team of X-NET SECURITY AGENTS, lead by:

    RX23 SECURITY LEADER (Cyber-twin of our real-world hero RUSH).

    TRON jumps down MAIN SHAFT - a thousand stories. Riding his
    DISK as a heat shield dodges X-Net fire, swerves into a DATA
    CHANNEL -

    RX23 and a pair of his AGENTS hop on PULSE RIDER vehicles,
    hotly pursuing TRON.

    TRON PLUNGES onto a DATA HIGHWAY - speed out of NEXUS, hurls
    across cyberspace.

                             AGENT 1
                 This is the first time an Intruder
                 has broken into X-Net!

                             RX23 LEADER
                 And it's the last. Follow him!
                 Shut him down!

    They speed onto the OPTIK HIGHWAY.
                                        3




4   INT.   X-NET OPTIK HIGHWAY

    Broadband, light-speed OPTIK HIGHWAY.     Empty, except for:

    TRON - accelerating, escaping.

    Rx23 and AGENTS catch up fast on Pulse Rider Vehicles.

    TRON throws his disk. Blings off Agents - triggers CRASH.
    PLASMA BLAST rips open highway wall.

    Rx23 emerges unscathed, pursuing.


5   EXT.   CYBERSPACE - ANCIENT SYSTEM ZONE

    TRON leaps out blast hole, recovers his disk, vanishes into
    ANCIENT SYSTEM ZONE.

    Rx23 roars after him, riding hard, joined by:

    Airborne SEARCH ENGINE vehicle, piloted by a dumpy nerd
    program called KROD.

                           KROD
               I got a lock. Coordinate 32937!

                             RX23
               I'm on him!

    RX23 chases Tron into a dark canyon. Hairpin turns and blind
    curves. RX23 arrives a junction. Tron has vanished.

                           RX23
               Which way did he go?!


6   INT.   ENCOM CORPORATION BETA TEST LAB - DAY

    Rabbit warren of computer programmers in crisis mode.

    A head shoots up from a cubicle. It's Rush Nortebi, 23,
    computer security expert. Real world version of the RX23
    program. His cubicle is jammed with racks of vintage and
    bleeding-edge computer gear.

                           RUSH
               I said WHICH WAY DID HE GO?

    Dozens of programmers work feverishly to track the system
    intruder. Everybody's stumped. Dangling from desk lamps,
    the company toy: Conical pyramid with a square stuck on top,
    labeled "X-NET RULES!"


                                                (CONTINUED)
                                         4

6   CONTINUED:

                             RUSH
                 Come on guys! Nobody hacks X-Net.
                 You gonna let him get away?!

                             MILES
                 Rush, I think I found him!

    In the adjacent cubicle: Overweight ultra-nerd MILES RABBISH -
    real world version of cyberworld Krod.

                             MILES
                 Check the old game grid!

    Rush jockeys an old Apple LISA computer.     On screen: a crude
    old vector graphics game grid.

    A RED FIGURE steps appears the grid.

                             RUSH
                 You get a cookie, Miles!

    Programmers gather to watch Rush in action.


7   EXT.   CYBERSPACE - THE OLD GAME GRID

    Vast, low-rez, uncool, largely forgotten.

    TRON pulls a LIGHT WAND from his legging, grips it. A TURBO-
    CHARGED LIGHT-CYCLE rezzes up beneath him. He fires his
    LIGHTCYCLE. ZIP, he's gone.

    Onto the grid blasts RX23, speeding on his Pulse rider.    He
    skids and swerves, learning the funky surface.

    Search Engine flies onto the scene, hovering overhead.

                             KROD
                 Coordinate 6532.02!   There he goes!

    The chase is on.

    TRON escapes across the vast grid-plane, head down, eyes
    hollow. He gains speed, retreating to somewhere...

    RX23 surges on his Pulse Rider, closing the gap.


8   INT.   REAL WORLD - ENCOM BETA TEST LAB - DAY

    Rush gets the hang of this old game.

                             RUSH
                 I haven't played this since I was 4.
                 But I was mighty awesome.

                                                (CONTINUED)
                                               5

8    CONTINUED:

     RED LIGHTCYCLE turns hard 90 degrees, Rush maneuvers to
     counter.

     Co-workers lean over the cubicle walls from all sides:

                              RUSH
                  Score an ID on this leech?

                                MILES
                  Negative.    He's nobody.

                              KELTER
                  Rush, you've gotta nail him.

                              PHLEGMAN
                  Or you know we're all fired.

     Rush baits the RED LIGHTCYCLE. It anticipates his every
     move, goading him, tailing him.

                              MILES
                  Whoa, Rush! I groked a pattern in
                  his moves! Fake left, go right!


9    INT.   CYBERSPACE - GAME GRID

     Search Engine flies overhead - Krod locks on Tron.

     RX23's Pulse Rider pulls the move, surges up beside red
     lightcycle.

     Tron pulls away, baiting his opponent.


10   INT.   ENCOM CORPORATION BETA TEST LAB - DAY

                              MILES
                  You got him on the run, dude!

                               OTHERS
                  Crash him!   Rush RUSH RUSH.

     RUSH hits keys, jockeys mouse.      Feeling good.     Shifts drive
     status to: "TURBOJECT".


11   INT.   CYBERSPACE - GAME GRID

     RX23's Pulse Rider SCREAMS, gaining on Tron.         Neck-and-neck.

     But Tron suddenly brakes, quitting the chase.

     RX23 is puzzled.    Looks forward.       Eyes spring wide.
                                            6




12   INT.   REAL WORLD - ENCOM CORPORATION BETA TEST LAB - DAY

     Rush's screen:   His Pulse Rider speeds straight for the rocks.

                              RUSH
                Yikes!


13   CYBERSPACE - GAME GRID

     Pulse Rider smashes into rocks, RX23 pulverizes to neon bits.
     Electro SHOCKWAVE sears across game grid. Search Engine
     freezes overhead, glitches and CRASHES like a blimp.

     All goes white - snow crash.


14   INT.   REAL WORLD - ENCOM BETA TEST LAB - DAY

                            RUSH
                He crashed me!

                              NERDS
                FUBAR!    Bad Thing!   Flame War!

                              RUSH
                Miles.    Did you get a trace on him?!

     Miles stares at his blank screen.     Blinking.    Every screen
     in the lab is blank.

                            PHLEGMAN
                We are so screwed.

                            KELTER
                Who tells the boss?

     All eyes land on Rush.

                            RUSH
                Get the system back up!     Now!    Move!


15   EXT.   LAWN OF ENCOM CORPORATE CAMPUS - DAY

     PRESS CREWS camp a block away.

     X-Net PR TEAM preps a media extravaganza. Shirt logo: "X-
     NET = TOTAL DATA SECURITY" Banners, video projections, music.

     X-NET PUBLIC RELATIONS VP leads entourage on a preview.





                                        7

15   CONTINUED:

                              PR VP
                  Weather is holding. Dress rehearsal
                  on for 6PM. In the morning, we let
                  the press in for a 7AM tech set-up,
                  then you go live worldwide 9 AM sharp.

     Staff defers to: GORDON SINCLAIR (45), boyish, ruthless,
     brilliant CEO of Encom Corporation.

                              SINCLAIR
                  Delay the press until 8:30. I'll
                  taking the stage at 8:50. Force a
                  network break-in. Then it's news.

     He catches something on a video screen, snaps his fingers.

                              SINCLAIR
                  Play that again.

     Crew murmurs on headsets.    Promo video replays:

                              VIDEO PLAYBACK
                  X-Net deploys radical software design,
                  constructs proprietary white-hot
                  firewalls, unleashes virus killer
                  apps. Creating the most secure data
                  network in history. Your data can
                  never again be hacked, corrupted,
                  stolen or destroyed. X-Net is the
                  final solution, totally guaranteed
                  99.999% secure data transmission -

                              SINCLAIR
                  Who changed that? Who put "99.999"?

     X-Net executives chill.

                              PR VP
                  Um, that would be...    Legal.

     Eyes land on withering LEGAL VP.

                              SINCLAIR
                  Change it back to the way I wrote
                  it. With the launch of X-Net, this
                  company guarantees one hundred percent
                  secure data transmission. If we
                  can't deliver on that promise, we
                  deserve to be out of business.

     Rush appears from a building.       Signals Sinclair aside.

                              SINCLAIR
                  What can't wait, Rush?


                                                   (CONTINUED)
                                        8

15   CONTINUED:    (2)

                             RUSH
                  Um. X-Net was just breached by a
                  hacker.

     SINCLAIR goes pale.

                              RUSH
                  System's back up, no permanent damage,
                  but... But whoever's behind this,
                  they're good, and they're still out
                  there.


16   INT.   SINCLAIR'S OFFICE - DAY

     Sprawling, big bucks, basketball hoop.

     Sinclair enters, alone. Closes door. Uses a retinal scan
     ID to access his computer. Secure connection opens. As he
     speaks, text instantly appears:

                              SINCLAIR
                  Identify the intruder.


17   EXT.   CYBERSPACE

     Flashing circuitry, machine code bit-storm.     We follow
     Sinclair's text message data stream

     Min-blowing cyberspace fly-over.

     DATA BEAM penetrates a towering shaft, reaching deep inside
     the MASSIVELY FORTIFIED X-NET CENTRAL SERVER.


18   INT.   CYBERSPACE - X-NET CENTRAL SERVER / INNER SANCTUM

     LONE FIGURE stands clothed in flashy cyber-armor:     Fluid
     photons, oozing high-rez circuitry.

     It's PLEXOR, cyber-twin of real-world Sinclair.

     He crosses into an round inner sanctum.    DATA STREAM radiates
     from above.

     PLEXOR stands in the center, pulls his DISK off his back,
     raises it above his head.

     Data stream converges onto disk, becomes a tight RUBY RED
     COMMUNICATION BEAM.

     Plexor's eyes decode transmission.    Text races across his
     eyes: IDENTIFY THE INTRUDER.


                                                (CONTINUED)
                                             9

18   CONTINUED:

                              PLEXOR
                  Identity not captured.

                                                         INTERCUT WITH:


19   INT.   REAL WORLD - SINCLAIR'S OFFICE - DAY

     Other side of the link. Real-world Sinclair reads text as
     it appear on his office screen: IDENTITY NOT CAPTURED.

                              SINCLAIR
                  How did he enter X-Net?

     His text inputs.    Answer comes:     "Path untraceable"

                              SINCLAIR
                  How could you let this happen?


20   INT.   CYBERSPACE - PLEXOR'S INNER SANCTUM

     Plexor processes the input - remains emotionless.

                              PLEXOR
                  I do what you programmed me to do.
                  I am constructing X-Net.


21   INT.   ENCOM CORPORATION - SINCLAIR'S OFFICE - DAY

                              SINCLAIR
                  New instructions - find and destroy
                  the intruder!

     Text reply: "Resource allocation reconfiguration required.
     Estimated delay to X-Net construction: 46.4 hours."

                              SINCLAIR
                  No. We can't delay the opening of X-
                  Net. Disregard my last command.
                  Maintain construction priority.

     Sinclair cuts off the contact, pressure mounting.


22   INT.   CYBERSPACE - PLEXOR'S INNER SANCTUM

     Ruby beam goes dark. Plexor lowers his disk.        His eyes are
     cold, his confidence supreme.


23   INT.   ENCOM CORPORATION CONFERENCE ROOM - DAY

     Crisis management team assembles.       Nervous X-Net Senior Staff.

                                                   (CONTINUED)
                                            10

23   CONTINUED:

     Rush arrives late, out of breath, determined.        Joins Phlegman
     and Kelter.

                              RUSH
                  System is stable again, keep you
                  fingers crossed.

                              PHLEGMAN
                  Any luck finding the intruder?

                                RUSH
                  Don't ask.

     RUSH notices across the room: Brilliant, beautiful MEGAN
     RANDALL, his age. Her security ID: "LEVEL BLACK".

                              RUSH
                  What's she doing here?    This is an
                  operations meeting.

                              KELTER
                  You and Meg still, eh...    At it?

                              RUSH
                  There was never anything between us.

     Kelter and Phlegman trade a look.       Sure.

                              RUSH
                  She's Advanced Projects.    This has
                  nothing to do with her.

     Sinclair storms in.       Room falls silent.

                              SINCLAIR
                  This company's existence depends on
                  the flawless launch of X-Net in twenty-
                  two hours, fifty-one minutes. Now
                  somebody - some hacker, some
                  competitor, somebody - just proved
                  they're smarter than us. Breaking
                  into X-Net is theoretically
                  impossible.

     Everybody looks at Rush.

                              RUSH
                  This creep's the best I've ever seen.
                  He crosses platforms, cracks 128 bit
                  encryption, cloaks every move, never
                  leaves a trace.

                              SINCLAIR
                  When you find him, I'll be sure to
                  hire him.

 
                                           11

23   CONTINUED:    (2)

     Chuckles around the room.    Mood chills: Sinclair's not
     laughing.

                              SINCLAIR
                  Boys and girls, we cannot sell a
                  secure network that is not secure.

                              PR VP
                  We delay the launch.

                              SINCLAIR
                  And the world assumes we've got a
                  faulty product. And they'd be right.

                              KELTER
                  We ramp up our encryption schemes -

                              PHLEGMAN
                  Thicken all firewalls -

                              RUSH
                  We can't win playing defense. And
                  it's a bigger job than just swatting
                  an intruder program. Somewhere,
                  there's a human mind behind this
                  thing. We have to get to that User
                  and shut him - or her - down, or the
                  game never ends.

     Meg listens quietly.    Studies Rush.

                              SINCLAIR
                  What do you need, Rush?

                              RUSH
                  20 guys for 20 days -

                              SINCLAIR
                  We don't have 20 hours. This problem
                  needs to be gone before tomorrow
                  9AM. Come on people, this company's
                  future is at stake! It's time to
                  think without a box!

     Minds ponder grimly. Finally, a lone VP rises.      It's RUDY,
     the company Archivist.

                              RUDY
                  At a time like this, let's seek
                  inspiration in the past. We should
                  ask ourselves: What solution would
                  spring from the inspired mind of our
                  departed leader, Flynn.



                                                (CONTINUED)
                                           12

23   CONTINUED:    (3)

     He's got an obituary photo of FLYNN, Encom's legendary
     previous - and deceased - CEO.

     Groans around the table. Execs rolls their eyes, disses
     Rudy's idea. Flynn has become a stale company joke.

     Rudy sheepishly sits.

     But Sinclair stops behind Rudy, eyes fixed on the photo of
     Flynn. An idea takes hold. He looks to Meg.

                              SINCLAIR
                  Is the QF-401 is operational?

                               MEG
                  Um...   Midway into phase one testing.

     Confusion among execs.     Nobody knows what a "QF-401" is.
     Not even Rush.

                              SINCLAIR
                  If we can't fight this intruder from
                  the outside, then maybe we need to
                  fight him from the inside.

     Meg's mind races.

                              MEG
                  I'm ready to do my part.

                              SINCLAIR
                  This company needs a hero. Who among
                  you is the smartest, most resourceful
                  and courageous?

     Looks trade around the table.     Meg slowly rises, indicating
     her choice.

                              MEG
                  Who else could it be?

     She's singled out Rush.


24   INT.   ENCOM CORP CORRIDOR - SECURE ELEVATOR - DAY

     Meg leads Sinclair and Rush to a SECURE ELEVATOR.     Her retinal
     scan ID opens the door. They step in.


25   INT.   ENCOM SECURE ELEVATOR - GOING DOWN - MOMENTS LATER

                              RUSH
                  Somebody going to tell me what I've
                  been volunteered for?

                                                  (CONTINUED)
                                        13

25   CONTINUED:

                              SINCLAIR
                  Rush, you're the only one I can trust
                  to eliminate the intruder. But you
                  won't be doing it the way you thought.
                  Meg's been working on something down
                  here that's, well... Beyond Top
                  Secret.

     Rush drills a look at Meg, but she keeps it all business.


26   INT.   ENCOM ADVANCED RESEARCH LAB - MOMENTS LATER

     Out the elevator, Meg leads them into a maze of ultra-tech
     gear.

                              MEG
                  This is where Flynn worked.   And
                  where he died.

     Amid sleek new equipment, there's a glass cabinet housing a
     CHARRED REMNANT of strange machinery.

                              SINCLAIR
                  Meg has reconstructed Flynn's last
                  project. This time it works.

     Mega signals lab assistant DEWEY. He pokes buttons:       A
     MASSIVE TECHNICAL DEVICE unfolds and boots up.

                              RUSH
                  You didn't pick this up at Circuit
                  City. What is it?

                              MEG
                  A Quantum Digitizer. Prototype,
                  only one of its kind. Flynn designed
                  it to break down physical objects
                  into high resolution data. Luckily,
                  we salvaged his key components and
                  back-engineered the system.

     She opens a cage, places her LAB RAT (Jo-Jo) on a target
     stage. Dewey boots controls, presses commands. Beam array
     scans the rat into the computer, forming a 3D rat-image on
     screens, dematerializing the physical rat. Device revs down.

     Rush runs his hand over the empty target stage.

                               RUSH
                  That's...   Not possible.

     Lab rat has vanished from the physical world.     Its digitized
     image rotates on monitors.


                                                 (CONTINUED)
                                     14

26   CONTINUED:

                              MEG
                  Flynn was trying to take it one step
                  further. He wanted to transport a
                  human being into cyberspace.

                              RUSH
                  You mean the urban legends? A
                  computer sucked Flynn into cyberspace
                  a long time ago.

                              SINCLAIR
                  We think it happened.

     Meg agrees.    Rush gets a chill.

                              SINCLAIR
                  It was a fluke. But Flynn worked
                  for years, down here, trying to make
                  it happen again. One day a test
                  went bad. A plasma reaction destroyed
                  this lab. Flynn was reduced to ash.

     Rush views the charred remains in the glass case. Photos of
     the destroyed lab. Spooky evidence of a hellish death scene.

                               RUSH
                  I was never told how he died. It
                  was all just weird, you know, because
                  Flynn's the guy who hired me. But
                  he was strange, kept to himself, I
                  didn't know what job I was supposed
                  to be doing.
                      (to Sinclair)
                  Then you came onboard, the company
                  woke up, we had a direction. It was
                  kind of pathetic, because by the
                  time Flynn died, everybody was too
                  busy to care.

                              SINCLAIR
                  He was brilliant in his way, but
                  genius without discipline leads to
                  nothing. His reckless habits nearly
                  ruined this company... And for sure
                  got him killed.

     A last look at the charred remains of Flynn's machine.

                              MEG
                  That kind of accident can't happen
                  again. We've upgraded the system in
                  ways Flynn never could. The chips
                  didn't exist until now.



                                                (CONTINUED)
                                       15

26   CONTINUED:    (2)

     She presses commands. Beams re-materialize the lab rat on
     the target stage. Jo-jo is as good as new.

                                MEG
                  Hey, Jo-Jo.    Have good trip?

     She puts the rat in on her shoulder, feeds it a tidbit.
     Then she scrutinizes Rush.

     Rush considers Meg, then turns to Sinclair.

                              RUSH
                  You want her to send me into
                  cyberspace to catch that jerk who
                  hacked us?

                              SINCLAIR
                  The future of this company depends
                  on it.

     Rush looks to Meg.    She offers a reassuring nod.

                              RUSH
                  You can bring me back okay?

                                MEG
                  Ask Jo-Jo.

     Lab rat is perched happily on her shoulder.

                              SINCLAIR
                  Destroy the intruder by 9AM tomorrow,
                  Rush. I know if anyone can, it's
                  you. I've had my eye on you for a
                  long time. Score this hit and I'll
                  make you my full partner in this
                  company.

     Rush is awe-struck. Ready, willing, able.        He shakes
     Sinclair's hand, sealing the deal.

                              RUSH
                  I won't let you down.   Let's do it.

     Meg removes target stage, swings a custom TARGET CHAIR in
     place. Rush lowers in place. Meg buckles him in. Last
     chance for a private word:

                              MEG
                  I promise I'll get you back safely
                  by 9AM tomorrow. But you have to
                  promise me something too -




                                                   (CONTINUED)
                                             16

26   CONTINUED:    (3)

                              RUSH
                  You're a piece of work. You dumped
                  me because you said I was too much
                  about the company's needs and not
                  enough about yours. Well here we
                  are, the company needs their best
                  guy, and you just can't admit how
                  much to hurts to nominate me.

                              MEG
                  This bigger than us, Rush. Listen
                  to me. I don't know what you're
                  going to find in there, but whatever
                  it is, promise you'll follow your
                  heart and do the right thing.

     Rush stares at here, in shock.

                                RUSH
                  Oh.    So you think I have a heart?

     Meg breaks away, retreating to the controls with Sinclair.
     Rush's trails her with his eyes - he can't stop looking.

                              RUSH
                      (under his breath)
                  I promise.

     Meg initiates Quantum Digitizer sequence.

     Rush watches PULSING CHROMATIC LIGHT build down the unit's
     column, coming toward him.

     Plasma strobes CYAN/MAGENTA. Unit HUMS... Then GROANS
     WILDLY. Flashes randomize. Something's off balance -

     Meg worries.       Moves for the "abort" button.

                              DEWEY
                  It's overloading!

     Unit sparks.       Ceramic components STRESS and CRACK.

     Rush clenches his seat, terrified.

                              RUSH
                  What's happening?!

                              MEG
                  System is losing stability!

     Sinclair sees: Monitor sounds company-wide alert:         "X-NET
     BREECH! INTRUDER DETECTED!"



                                                   (CONTINUED)
                                              17

26   CONTINUED:    (4)

                              SINCLAIR
                  There's been another breech!

                              RUSH
                  It's the Intruder again!

                              MEG
                  We have to abort!

                              SINCLAIR
                  We might not get another chance!

                                  RUSH
                  DO IT!

     Sinclair pulls Meg's hand from the "abort" button and slams
     his hand on "DIGITIZE".

     BEAM ARRAY scans Rush's body, reducing it to bits -

     Meg worries -

     Sinclair dives for cover -

     PLASMA BALL engulfs Quantum Digitizer.

     FINAL BITS of Rush scan away.

     Plasma ball FRIES the unit.         Breakers trip.   Power fades.

     Meg and Sinclair come up to find:

     Quantum Digitizer:       In a smoking heap.

     Target chair:       Empty.


27   EXT.   CYBERSPACE TRANSITION

     Light-speed thrill-ride, hurling into digital chaos.

     Rush's electrified body hurtles across the void, eyes filled
     with TERROR and AWE.

                                                            TRANSFORMS TO:


28   EXT.   CYBERSPACE - X-NET CENTRAL SERVER

     Shimmering bits morph into an awesome cyberscape.

     Rush enters this bizarre world - CRASH/FLASH - stranger in a
     strange land. Data energy ZAPS off his body, interacting
     with the landscape circuitry around him. He fights it, tries
     to control it.

 
                                          18

28   CONTINUED:

     Rush stands, beholds the place. Looks at his hands and arms,
     clad in circuitry. He finds he had landed outside:

     Fortress-like X-NET CENTRAL SERVER.       ALARMS SOUNDING inside.

     He turns, looks up a FIREWALL. Hundreds of X-Takk Troops
     hurry to look down. FIRING WEAPONS.

     A FIGURE comes at him, down the wall, STREAKING RED.

     BLAMMO!

     TRON lands on a plateau above Rush, gazing down.

     They face each other, equally perplexed.

     Rush is no longer human, but not quite a program either.
     Energy zaps off his body, infusing the surrounding circuitry.

     Tron stares, unblinking - Cyber-Ninja.

                                RUSH
                  It's YOU!    The intruder!

     Rush's body circuits PULSE with anger - data surges out his
     feet, across floor circuitry, up to the plateau. Energy
     interacts with Tron's body circuits, siphoning off bits of
     code.

     Code races across Rush's eyes.        Identification data.

                                RUSH
                  You are...    TRON?!?

     X-Takks hustle onto the scene.

     Tron leaps off the plateau, cutting the data connection.      He
     whips his disk off his back and THROWS.

     Disk SLAMS Rush in the gut, knocks him flat.

                                RUSH
                  ARRRGHH!

     X-Takks pursue Tron -

     Tron recovers his disk - vanishes in an OUTBOUND DATA STREAM,
     losing his pursuers.

     X-Takks pull Rush to his feet, shocked.

                                X-TAKK 1
                  RX23?!




                                          19

28   CONTINUED:    (2)

                                X-TAKK 2
                  But...    You crashed irrecoverably!

                              RUSH
                  Uh, well, I'm not exactly -

                              X-TAKK 3
                  RX23 has been rebooted!

                              VOICE
                  RX23 reboot was not authorized!

     Pushing through Police: A sleek, smart cyber-babe MEGA.
     (She's Meg's cyber-twin: Twice the edge, half the patience,
     all the curves.)

     Rush is awed by the sight of her.

                                 RUSH
                  Yow.     I know who programmed you.

                              MEGA
                  I am Mega, X-Net Intelligence.

                                    RUSH
                  Mega.     Cool.     I am -

                              MEGA
                  A spy? Posing as RX23? Under which
                  register were you rebooted?

                                    RUSH
                  I'm a User.

     Mega and X-Takks look at him like he's crazy.

                              MEGA
                  Detain this impostor.

     X-Takks move to seize Rush.

                              RUSH
                  No wait, look. We're on the same
                  side here. I got an ID on the
                  intruder!

     Mega touches Rush, exciting his energy flow.        She reads
     data streaming in his eyes - TRON'S ID info.

                                    MEGA
                  "Tron"?

                              X-TAKK 2
                  How did he get that??


                                                   (CONTINUED)
                                          20

28   CONTINUED:    (3)

                              MEGA
                  Plexor must know of this!


29   EXT.   CENTRAL CONTROL SERVER

     Mega and X-Takks escort Rush across bridges, in security
     portals. Firewalls cool and part, allowing them to pass.

     Down a grand corridor, past towering energy columns and
     throbbing green memory banks. They cross a bridge. View
     includes: Vast square concentric security rings surround a
     massive cubic POWER SUPPLY CORE.


30   INT.   PLEXOR CPU

     Plexor toils over the latest security breech, failing to
     decipher recordings of the Intruder.

     Rush is brought in buy Mega.      He double-takes on Plexor, the
     cyber-twin of Sinclair.

                               MEGA
                  Plexor.   This is the one.

     Plexor steps closer, scanning Rush.

                              PLEXOR
                  You are not RX23.

                              RUSH
                  My name is Rush. I'm a - Look, I
                  got an ID on the Intruder. Do you
                  know the program they used to call
                  Tron?

     Plexor activates memory banks. Accesses archive files of
     the original low-rez Tron: So harmless, so many years ago.
     Bears little resemblance to the upgraded Tron.

                              PLEXOR
                  You are in error. Zero match.

                              RUSH
                  Exactly. That's how he's getting
                  past you. You don't see him for
                  what he is. He's one of your own,
                  gone bad. Tron was a crude security
                  program from Encom's old days.
                  Strictly low-rez, right? Archived
                  and forgotten. But his source code
                  contains all the architecture of
                  every Encom system, including X-net.
                              (MORE)

                                                  (CONTINUED)
                                     21

30   CONTINUED:

                              RUSH (CONT'D)
                  That's why some smart User dusted
                  him off and upgraded him -

                               PLEXOR
                  "User"?

                              RUSH
                  People. Like me. From the outside.
                  People who write all of your
                  instructions.

     Plexor and Mega trade a look.

                              MEGA
                  He displays random instability.

                              PLEXOR
                  Users do not exist.

                              RUSH
                  How do we contact Sinclair?    He'll
                  explain.

                              PLEXOR
                  Define "Sinclair".

                              RUSH
                  You don't know? Oh geez. There
                  must be a way to link him into this.

     Rush touches Plexor's command console, but his energy
     OVERLOADS the system -

     X-Takks pull Rush away.

                              MEGA
                  Zero match for a "Sinclair".

                              RUSH
                  He's your boss. Everybody's boss.
                  Outside, in the real world.

                              PLEXOR
                  Assuming the existence of a world
                  beyond this, is a fatal error.

                              MEGA
                  Plexor issues all commands.

                               X-TAKKS
                  Grep grep.

     Rush considers his predicament.


                                                  (CONTINUED)
                                           22

30   CONTINUED:    (2)

                              RUSH
                  Okay. Sorry. I'm a program, guess
                  I got a piece of my code corrupted.
                  Whatever it is, it's given me power
                  over Tron.
                      (to X-Takks and Mega)
                  They saw me read his circuits. Can
                  any other program do that?

     Plexor looks to Mega.

                              MEGA
                  He creates alternative data channels
                  at will.

                                 PLEXOR
                  Chaos.

                              RUSH
                  Yeah, I'm a little unstable.    But I
                  can find Tron for you.

     Plexor processes.     His eyes stream barcode data to X-Takks:

                                 PLEXOR
                  Release him.

     X-Takk Troops read Plexor's barcode command with their eyes.

     They let go of Rush.

     Plexor turns to Mega.       Issues more barcode.

                              PLEXOR
                  Interface with this one. Exploit
                  his ability. Locate the program
                  "Tron" and destroy him on sight.

                              MEGA
                  Instructions received, Plexor.

     Mega exits with Rush.       Plexor's gaze lingers on Rush.


31   EXT.   CENTRAL CONTROL SERVER

     Security PORTAL opens.

     Ultra sleek STRAITHE vehicle glides out, accesses a shiny
     new, EMPTY X-NET DATA OPTIK HIGHWAY.
                                         23




32   INT.   STRAITHE VEHICLE - RACING DOWN X-NET OPTIK HIGHWAY

     Mega at the controls.    Rush rides, beholding the lightshow
     wonder of Cyberspace.

                            RUSH
                I need to find a program called KROD.
                He's a specialist in pattern
                recognition. He snagged the last
                known position on Tron for me.

     Mega scans data, gets a fix on "KROD".

                            MEGA
                This is a waste of X-Net resources.
                You're strictly random. We will
                never find the intruder this way.

                            RUSH
                Plexor ordered us to work together.
                You can't doubt his instructions,
                right?

                            MEGA
                Of course not. But I am programmed
                to predict all possible errors. You
                contain an infinite quantity.

                            RUSH
                Meg for sure programmed you.

                            MEGA
                I have no data on "Meg".

                              RUSH
                Never mind.    I'm being random.

     Mega speeds along empty X-Net OPTIK HIGHWAY. Wide, secure,
     newly constructed. High above the tangle of chaotic, clogged
     OLD DATA ARTERIES.

                            RUSH
                X-Net is amazing. It's going to
                change everything. Unless one rogue
                program called Tron brings it down.
                Do you believe he could?

                            MEGA
                I calculated the probability.
                    (soberly)
                He could crash it all.

                            RUSH
                So we're working together on this?

                                                   (CONTINUED)
                                                24

32   CONTINUED:

                              MEGA
                  As instructed, I will interface.

     Mega pulls STRAITHE into:


33   INT.   X-NET SWITCHING NEXUS/HUB CITY

     Construction nearly complete.       High security.

     Mega leads Rush to secured encryption gates.         Her eyes light
     with data, the gate opens.

                              MEGA
                  The program "KROD" is over there.

     Across a bridge: An old-network HUB CITY. Like Hong Kong
     in wilder days. Jammed with Programs, colorful data, loud
     data transfer screams.

                                 RUSH
                  What a dump.

     He heads across, but Mega hesitates.

                                RUSH
                  Hey.    Interface.

     Mega grudgingly follows.       Portal closes.


34   EXT.   HUB CITY

     Electro-pop overload. Rush and Mega squeeze through crowds,
     past screaming data pipes and sizzling circuitry.

     City is dominated by mugshots of TRON:          "ENEMY OF THE FUTURE"

     Mega locates a gleaming X-NET KIOSK. A PROMOTER (KROD)
     extoles the virtues of the X-Net system:

                              KROD
                  Three more hub cities have been
                  attacked by viruses!
                      (crowd gets scared)
                  But X-Net opens soon! You will travel
                  in total security!

     Crowd buzzes.       They can't wait.

                              MEGA
                  This is the one you seek?

     Rush approaches Krod. Looks like Miles Rabbish.           There's a
     bizarre moment of recognition between them.

  
                                     25

34   CONTINUED:

                              RUSH
                  It's gotta be -

                                 KROD
                  Krod!

                                 RUSH
                  Krod!

                                 KROD
                  Yeah, yeah -     Heeey!

                              RUSH
                  The best pattern recognition program
                  ever.
                      (to Mega)
                  This guy can filter a river of junk
                  data and pull out the good stuff.

                              KROD
                  You know it, dude!

     Krod smiles big at Mega, refers to Rush:

                              KROD
                  Who is this guy?

     Rush pulls Krod aside.

                              RUSH
                  Miles - I mean Krod, you flew the
                  search engine. You ran a trace on a
                  hotshot lightcycle rider. The red
                  guy. Remember?

                              KROD
                  Well. Eh. I'd like to help you,
                  but truth is, I just got rebooted
                  from a big crash. There's nothing
                  left in my memory from before.

     He taps his head.

                              MEGA
                  This will yield zero.

                                 RUSH
                  Hang on.

     Rush thinks, touches a surface. Concentrates. Circuitry
     zaps from data coming off his hands. Connections illuminate,
     data races around walls and floors.

     Programs stop what they're doing, amazed by the feat.


                                                (CONTINUED)
                                            26

34   CONTINUED:    (2)

     Mega is astonished - and privately worried.

     Rush's data flow illuminates surfaces with images from HIS
     memory - the opening light cycle race.

                              RUSH
                  Remember, Krod? You were watching
                  this lightcycle duel, a red guy and
                  a green guy, head-to-head.

     Krod gawks at the image, but he's stumped.

                              RUSH
                  The green guy faked out the red guy,
                  but the red guy double-faked the
                  green guy.

     Bingo.

                              KROD
                  Okay! YES! And the green guy
                  splattered big time! It was awesome!
                  How could I forget that?!

     Splat happens in Rush's memory image.        All goes white.

                              RUSH
                  Where did the red guy go after that?
                  You didn't crash right away.

                              KROD
                  He escaped out this hidden exit -

     Krod's points to another screen.        "Wanted" image of Tron.

                               KROD
                  THAT GUY!   The RED GUY!

                              RUSH
                  Did you jack his coordinate?

                              KROD
                  Tr165444.018!

     They slap high fives.     Krod double-takes on Rush.

                              KROD
                  And the green guy was YOU! You got
                  rebooted?! They called you, um -
                  Don't tell me, I got it, eh -

                              RUSH
                  Call me Rush.




                                          27

34   CONTINUED:    (3)

                              KROD
                  Yeah! Whatever. You're good. How'd
                  you do that thing with your hands?

                              RUSH
                  It's complicated. You're coming
                  with us to the old game grid. We're
                  going to find Tron and shut him down.

                              KROD
                  Beats working.

     They head out.      Krod falls in beside Mega, impressed by her.

                               KROD
                  Hey babe.   Did I ever know you?


35   EXT.   ANCIENT COMPUTER SYSTEM I/O PORT

     Rush, Krod and Mega head deep into an obsolete, abandoned
     region of low-rez circuitry.

                              KROD
                  The old game grid is this way -

     He spins. Rush and Mega aren't behind him. They've climbed
     inside a defunct I/O Port: Like a retro-tech temple.

                              RUSH
                  How do I uplink to the real world?

                              MEGA
                  The real world doesn't exist. Nobody
                  can uplink. These ports were for
                  simulation only.

                              RUSH
                  Right... But how did those poor
                  misguided fools boot up the link?

                              MEGA
                  They stood in the center.   Held their
                  disk above their head.

     Rush pulls his disk off his back, aims it skyward.
     Concentrates. Energy flows off his feet, interacts with the
     I/O Port floor.

     RUBY COMMUNICATION BEAM shoots skyward.


36   INT.   REAL WORLD - SINCLAIR'S OFFICE - DAY

     Kelter and Phlegman report to Sinclair:

                                                  (CONTINUED)
                                       28

36   CONTINUED:

                              KELTER & PHLEGMAN
                  Intruder attempted another break-in.
                  We patched the firewall, but our
                  manpower getting is maxed out.

                                SINCLAIR
                  Stay on it!    Nobody sleeps!

     Guys hustle out.    Sinclair wheels, as Meg storms in.

                              MEG
                  There's a message on your secure
                  link!

     Sinclair enters retinal ID.      Text forms:

     INTRUDER IDENTIFIED.

                              SINCLAIR
                  Where is this coming from - ?

     Meg hurries to the screen.

                                MEG
                  It's HIM.

     Text appears:    I AM RUSH.

                              SINCLAIR
                  My God, he's there.

                              MEG
                  Rush, it's Sinclair and Meg.

     Her words transform into text.


37   EXT.   CYBERSPACE - ANCIENT I/O PORT

     Rush raises his disk, beaming data into the great unknown.
     Smiles as he downloads the response.

     Mega and Krod watch nearby.

                              RUSH
                  I identified the intruder.

     I/O PORT walls ZAP ENERGY, STRESSING Rush's CONNECTION -


38   INT.   REAL WORLD - SINCLAIR'S OFFICE - DAY

     Text appears: INTRUDER IS UPGRADED VERSION OF TRON.




                                         29

38   CONTINUED:

                             SINCLAIR
                  Tron? Wasn't Tron one of our
                  programs?

     Sinclair and Meg trade baffled looks.


39   INT.   CYBERSPACE - X-NET NEXUS

     Plexor oversees construction.     X-Takk Commander points to
     something in the distance.

     Beyond the horizon, the RUBY RED BEAM reaches to the heavens.

     Plexor sees it, alarmed.


40   EXT.   CYBERSPACE - ANCIENT I/O PORT - MORNING

     Text forms in magenta circuitry - GOOD WORK PARTNER.

                              RUSH
                  I have a plan to crash Tron.

     Mega turns with alarm.

                              MEGA
                  ABORT!

     Walls THUNDER and CRASH IN -

     Rush leaps clear with his disk -

     MASSIVE ROMBALL (data reformatting orb) hurtles around the
     I/O Port, ZAPPING all it touches, de-rezzing data structures
     into neutral gray "blank matter".

     ROMBALL loops skyward.

     GIANT D-REZZ PROGRAM crashes down from above, retrieves
     ROMBALL - He's ENORMOUS, TOUGH, SINGLE-MINDED.


41   INT.   ENCOM CORPORATION - SINCLAIR'S OFFICE - DAY

     Sinclair and Meg hang on the broken transmission:

                              MEG
                  Rush?

     Words appear:    END OF LINE.

                              SINCLAIR
                  He'd better not fail.
                                            30




42   EXT.   ANCIENT COMPUTER SYSTEM I/O PORT

     D-Rezz screams like a modem, hurls ROMBALL -

     Mega and Krod dive clear -

     ROMBALL misses them, but BLAZES DOWN two more I/O Ports.        D-
     rezz retrieves ROMBALL, bears down on Mega and Krod.

                             RUSH
                Hey! Double points if you nail me!
                Bring it on!

     D-Rezz turns his ugly sights on Rush, baited away from Mega
     and Krod.

     D-rezz flexes and ROARS, revealing an X-NET LOGO on his chest.

                              RUSH
                Stop!    End your routine!

     D-rezz corners Rush, hurls his ROMBALL - Ball fires every
     circuit in its path, bleaching away data energy.

     Rush dodges -

                              RUSH
                Cease!    Desist! We're on the same
                team!

     Mega throws her disk, plings D-rezz on the skull.      D-rezz
     turns on her -

     Rush runs, LEAPS on D-Rezz's back.      Like riding a gorilla -

     D-Rezz flips Rush to the ground, pins him with one mighty
     hand, raises his ROMBALL for the kill.

                            RUSH
                I'm X-Net too!

     Data flows from Rush's body, up D-Rezz's clamping arm.
     Radiant energy between predator and prey.

     Digits race in D-rezz's eyes. A code unlocks. He looks
     down, finally registering the X-Net markings on Rush's outfit.

     D-Rezz lets go of Rush, slumps back on his haunches.       Lowers
     his head in shame.

                            RUSH
                No, hey, hey big guy, don't take it
                so hard. We all have bad days.


                                                  (CONTINUED)
                                             31

42   CONTINUED:

     RUSH rolls the BIG ROMBALL over:     A peace offering.

     Mega and Krod cautiously approach.

                              MEGA
                  He was carrying out his programming.
                  All I/O Ports are scheduled for de-
                  rezz.

     D-rezz hears this, happy to be understood.       (He never talks.)

                              KROD
                  Easy, big guy. No harm, no foul.

                              RUSH
                  D-Rezz, we can use a guy with your
                  raw power. You ready to be a hero
                  for X-Net?

     D-Rezz stands, clutches his ROMBALL.       Reporting for duty.

                               KROD
                  Cool. Now I've got somebody I can
                  boss around.

     D-rezz modem-growls at Krod.

                              KROD
                  Or not.

                              RUSH
                  Let's get to the game grid.

     Rush leads them up an incline.

                              MEGA
                      (grudgingly, to Rush)
                  You have a skill for manipulating
                  other programs.

                              RUSH
                  When do I get a shot at hacking your
                  code?

                              MEGA
                  Never. Our operating systems are
                  incompatible.

                              RUSH
                  You act like I've got a virus.

     They come to a spectacular vista of the OLD GAME GRID.       Low
     resolution, uncool, largely forgotten.



                                                   (CONTINUED)
                                             32

42   CONTINUED:    (2)

                                 KROD
                  There it is.

                              RUSH
                  The place we nail Tron.


43   EXT.    GAME PORTAL OUTPOST

     Obsolete, abandoned computer game entry portal, guarding
     entry to the old game grid beyond. An electro-tech carnival
     zone gone dark. No life in sight... Then:

     Beam of DATA ENERGY sling-shots at ground level, solidifying
     to become:

     A slender, jumpy Program called I-BEEM. He wears the X-Net
     logo and a cracked disk on his back. He's highly unstable
     and way unplugged from the system (like one of those Japanese
     soldiers still fighting alone in the hills 10 years after
     WWII was over).

     I-Beem sees something - he PANICS, zapping away in
     characteristic streaks of airborne data. He reassembles in
     a hiding place, skittish, observing:

     Rush, Mega, Krod and D-Rezz arrive. See GIANT PILE of GAME
     VEHICLE PARTS blocking access to the grid.

     Rush picks up an old LIGHT WAND.       Krod finds one too.

                               RUSH
                  D-rezz.   Cut a path.

     D-Rezz hurls his Romball, ZAPS into VEHICLE PARTS.       A dent.

                                 KROD
                  That's good.     Keep doing it.

     D-rezz retrieves Romball for another whack -

     ZAP -    DATA ENERGY BEAM snaps in front of them, becoming I-
     Beem.    He grips his rickety disk, challenging them.

                               I-BEEM
                  Violation!   Go away!   Access denied!

                              RUSH
                  Relax, buddy -

     Mega scans I-beem.     He freaks, drops his disk, grabs for it.

                              KROD
                  Pound him to bits, D-rezz.



                                      33

43   CONTINUED:

     D-Rezz raises his Romball to pulverize I-Beem.

     I-Beem freaks, ZAPS away in his data beam as Romball crashes
     down. I-Beem reforms further way, then beside them - He
     snatches his pancake disk, the zaps away again, emerging
     then high on the pile of parts.

                              RUSH
                  He's wireless.

                              KROD
                  Freaky.

                              MEGA
                  Searching data bank. "I-Beem".
                  Security Specialist, damaged in
                  service, rated unstable.

                              I-BEEM
                      (ranting from above)
                  "Unstable"! Like they aren't?!
                  They booted me off X-Net! I'll show
                  them! I'm doing my subroutine out
                  here! Nobody gets through this
                  portal!

     He kicks parts - avalanche fills the gap D-rezz blasted.

                              KROD
                  D-rezz, take out this blip.

     D-rezz cocks Romball. I-Beem freaks, sling-shots all over
     the place via his data beam, tossing his wobbly disk.

     Rush catches I-Beem's disk.       Holds off D-Rezz.

                             RUSH
                  Hang on. I-Beem. We're from X-Net
                  CPU. You're doing a great job out
                  here. Everybody knows it.

     Mega throws Rush a look.    I-beem comes up, grateful.

                              I-BEEM
                  They do?!

                              RUSH
                  That's right. Now, have you seen a
                  rogue Program around here? He's
                  red. Super fast. Known as "Tron".

     Data zags to Rush, forming into: I-Beem.       Wide-eyed.




                                                   (CONTINUED)
                                           34

43   CONTINUED:    (2)

                              I-BEEM
                  The red one! That illegal function!
                  He blasts through here and JUMPS
                  OVER THE TOP! I tell him access
                  denied - he JUMPS RIGHT OVER like I
                  was never there!

                              RUSH
                  When did he come through last?

                              I-BEEM
                  Right before you got here.

     Rush trades looks with Mega, Krod and D-Rezz.       Trail is hot.

                              RUSH
                  I-beem, we've got a plan to shut
                  down that red violator. You're going
                  to help us.

                              I-BEEM
                  Let me at him!

                              RUSH
                  First, you've got to let us onto the
                  game grid.

     I-Beem stiffens, reflexively vigilant. He scans the four of
     them again, finally softening. He zaps to a wall near his
     giant barrier, then proudly pushes aside a thin panel. Beyond
     a corridor of game gear, view expanses to reveal:


44   EXT.   OLD GAME GRID

     Rush steps across the vast vector-graphic grid surface.

     Eerie.   Quiet.     Pure.

     Mega, I-Beem, Krod and D-rezz follow.

                              MEGA
                  This region is obsolete.

     Rush kneels, touches grid lines.    Circuits energize, as his
     energy surges in all directions.    He draws in data.

                              RUSH
                  There's bits of Tron's code all over.
                  Krod, give D-Rezz and I-beem the
                  escape coordinate Tron used on me.

     Krod's eyes flash data to I-Beem and D-rezz.      "Tr165444.018".



                                                   (CONTINUED)
                                        35

44   CONTINUED:

                              I-BEEM
                  Coordinate captured.

     D-Rezz nods, palming his Romball.

                               RUSH
                  That's where Tron will bail out.
                  We'll make sure he needs to. Go set
                  up the trap.
                      (to D-rezz)
                  You only get one shot at this, big
                  guy. Stop him but don't destroy
                  him, right? He's got data I need.

     D-rezz grips Romball, grunts affirmation.    He and I-beem
     head for the perimeter of the grid.

                              MEGA
                  If this is Tron's territory, he'll
                  know we're here. He'll hide.

                               RUSH
                  He can't resist a grudge match.
                  He'll take risks trying to beat me.
                  That's how we trip him up.
                      (to Krod)
                  Whip it out.

     Rush unsheathes his LIGHT WAND.

     Krod pulls out his own LIGHT WAND.

     They both look at Mega.

     She's got no light wand.

                              KROD
                  You didn't bring one?

                              MEGA
                  I don't have one.

                              KROD
                  Hey, not a problem -

     Krod holds his light wand forward, activates it.    LIGHT CYCLE
     up-rezzes under him. He revs it, ready to go.

                              KROD
                      (to Mega)
                  - Hop on!

                              RUSH
                  Hang on, Krod.


                                                 (CONTINUED)
                                              36

44   CONTINUED:    (2)

     Rush activates his light wand. LIGHT CYCLE up-rezzes under
     him, with a special two tier seat for a second rider.

                              RUSH
                  I upgraded my unit.

                              KROD
                  You are awesome, man.    I hate you.

     Mega considers. There's more on her mind she's not talking
     about. She smiles at Rush, climbs on back of his light cycle.

                               MEGA
                  Mmmm...   Hack me.

     A nod between Rush and Rush - they TAKE OFF.

     LIGHT CYCLES shoot across grid surface.

     Mega screams and clutches Rush, throwing her body against
     his, clamping her arms around him.

     Krod and Rush turn 90 degrees, rallying, passing each other,
     getting warmed up. It's familiar territory.

     Light cycles race toward each other on the same line.

     Mega holds Rush tight, eyes filling with terror.

                              MEGA
                  Resource conflict!    Fatal crash
                  imminent!

     But Krod and Rush slow their light cycles with expert skill,
     rolling safely to a halt, nose-to-nose. Directly over:

     A BIG RED DOT.      The only dot on the grid.

     Grid Center.

     Mega, Rush and Krod raise up to scan the horizon.        It's all
     clear flat grid to the horizon.

                              RUSH
                  Any sign of him?

                              KROD
                  Everything looks the same to me.
                  Everything looks the same. The same.
                  The same.

                              RUSH
                  Krod, snap out of it.



 
                                      37

44   CONTINUED:    (3)

                              MEGA
                  Tron will never expose himself.

     They watch, wait, pivot.

                                KROD
                  The same...


45   EXT.   EDGE OF GAME GRID

     D-rezz and I-beem search grid edge, along the rocky boundary.
     I-beem zaps himself further along, finding:

     Glowing code numbers mark the end of each grid line.

     D-rezz grunts, points.      One lights up "Tr165444.018"

     They follow the line off the grid, where it leads into a
     narrow rocky pass.

                              I-BEEM
                  Yes, I see. Perfect trap. This is
                  going to be good. Climb, climb!


46   EXT.   GAME GRID / CENTER SPOT

     Rush, Mega and Krod wait on their light cycles.

                                MEGA
                  Its futile.

                                RUSH
                  Look.

     SPECK moves on the horizon, turns a corner, stays on the
     horizon. Another corner. It's a light cycle, making a huge
     box around them.

                              RUSH
                  Remember the plan, Krod. Don't bail
                  out until the last millisecond.

     Lightcycle turns toward them, coming fast.

                              RUSH
                  Hang on tight, Mega.

     Mega hugs Rush.

                                KROD
                  Mmmm.

     They SPEED AWAY.

                                                  (CONTINUED)
                                          38

46   CONTINUED:

     Approaching cycle comes at 90 degree angle, turns hard, closes
     the distance.

     It's TRON.    Heartless eyes, ruthless moves.

     Rush turns quick, baiting Tron.      Tron turns to follow, coming
     alongside.

     Krod runs interference, cuts sharp in front of Tron.

     It's a high-stakes speed-chase, narrowly missing side walls
     and rock outcroppings.


47   EXT.   EDGE OF GAME GRID

     I-beem zaps onto the grid, tracks horizon dots.

                              I-BEEM
                  Here they come!

     He zaps back to the edge, signals upward. D-rezz straddles
     the rock passage above, ready to hurl his Romball.


48   EXT.   GAME GRID

     Tron takes the lead in a three-way heat.      Revs to breath-
     taking speed.

     Rush and Krod gain, coming up on either side of Tron.

     Tron looks to each opponent.      His eyes lock on Mega.

     Mega stares into Tron's cold eyes, almost like she's trying
     to signal him. But Tron returns his gaze forward, as the
     ROCKY EDGE looms closer.

                               RUSH
                  Wuss!   You call that speed!?

     Rush kicks in a hyper-burner, surging forward.      Krod does
     the same. Tron responds with more speed.

     Rush and Krod have Tron sandwiched, heading for the rock
     edge. Tron pulls ahead, aiming for the hidden crevasse.

     Mega worries.    Clings to Rush.


49   EXT.   EDGE OF GAME GRID

     D-rezz, astride the crevasse, sees light cycles speeding his
     way. He's got the Rom-ball poised to intercept Tron.


                                                  (CONTINUED)
                                             39

49   CONTINUED:

     I-beem de-rezzes into the grid, clearing the path.

     Rush and Krod taunt Tron into the trap...

     But, out of nowhere, Mega reaches to Rush's handlebars and
     turns 90 degrees too soon.

                              KROD
                  Hey, what are you - ??

     Tron sees the bail-out, knows something's wrong. He looks
     ahead, sees D-rezz astride his crevasse escape root, rom-
     ball poised in the air.

     Tron bails out 90 degrees, cutting behind Krod.       Krod turns
     twice, ending up in Tron's lane.

     To the side, Rush's light cycle screams toward solid rock,
     vibrating out of control.

     Rush grabs Mega and JUMPS OFF.       They slide on the grid,
     holding each other.

     Krod's lightcycle heads for the rock escape passage.

                               KROD
                  No!   It's ME!

     Rush and Mega slide to a halt, in time to see:

     Their light cycle SMASHES rocks, explodes in a million bits.

                              RUSH
                  WHY DID YOU DO THAT?!

                                MEGA
                  I-    I GOT SCARED!

     Krod shoots gap.      D-rezz is ready to smash him with his
     Romball.

                               I-BEEM
                  No!   It's Krod! Tron is OVER THERE!

     D-rezz makes mental switch, hurls Romball.

     Romball bounces down solid rock, onto game grid, rolls with
     ferocious speed, DIAGONALLY across the grid.

     Romball curves to track Tron - like a great bowling shot.

     Romball clips rear wheel of Tron's lightcycle.       Lightcycle
     vaporizes. Tron skids and tumbles.

     I-beem zaps beside Rush and Mega.       Krod and D-rezz join them.

                                                   (CONTINUED)
                                       40

49   CONTINUED:    (2)

                              KROD
                  There he goes!

     Tron climbs over rocks, escaping through a TUNNEL.

                              RUSH
                  We've got him now.    Let's go!

     WHOOSH! Electro-fire Romball careens across grid, bearing
     down on them.

     Group DIVES CLEAR.

     D-rezz swings in a foot, stopping the Romball - inches short
     of mowing down Krod.

                              KROD
                  I could have done that.

     He strobes, freezes, hits the deck.


50   INT.   ANCIENT COMPUTER SYSTEM TUNNEL

     Stalking their prey:       Rush, Krod, I-beem and D-rezz.

                              MEGA
                  We can't go any further.

     Ahead, vast old circuitry has been "eaten through" by dull
     throbbing greenish MEMORY LEAKAGE. Paths of unaffected
     material are narrow and maze-like.

                                RUSH
                  What is it?

                              KROD
                  Don't ask, dude.

                              MEGA
                  It's a memory leak, once it starts,
                  it infects everything.

                              I-BEEM
                  Touch it and you crash forever.     We
                  cannot risk it.

                                MEGA
                  I agree.

     D-rezz grunts.

                              KROD
                  Then it's settled.



                                           41

50   CONTINUED:

     Krod turns to head home.

                              RUSH
                  Stop. Listen to me. You might not
                  believe there's a world outside of
                  this one, but let's just say a guy
                  named Sinclair is depending on me.
                  If Tron got through here, then I can
                  too. Who's with me?

     D-rezz steps forward, then I-Beem.      Shamed, Krod joins them.
     Finally, Mega makes it unanimous.

                              RUSH
                  Good. I-beem, take D-rezz, see what's
                  up ahead. We'll guard this portal
                  until you come back.

     I-beem and D-rezz buddy up and depart on a recon mission.

     Krod pulls off his disk, nervously practices boomerang throws.

                              RUSH
                  Better show me how to use mine.

                              KROD
                  No problem. It's all in the velocity-
                  vector ratio.

     Rush pulls the disk off his own back.      He throws - disk flies
     wild - he runs to retrieve it.

     Mega retreats to a side area, partially eroded by memory
     leakage. She finds the remnants of COM CIRCUITRY and stares
     data beams into its transducer.

                                                          INTERCUT WITH:


51   EXT.   X-NET NEXUS UNDER CONSTRUCTION - PLEXOR'S VEHICLE

     Plexor's vehicle circuitry forms image of Mega.

                              PLEXOR
                  Report.

                              MEGA
                  We interfaced with Tron.   He escaped
                  into a dark zone.


52   INT.   ANCIENT COMPUTER SYSTEM TUNNEL

     Around a corner, Rush comes to retrieve his disk.       He pauses
     to eavesdrop on Mega's communication:

                                                  (CONTINUED)
                                    42

52   CONTINUED:

                              PLEXOR
                  The Random One has proven effective?

                              MEGA
                  He is all glitches and bad data. He
                  virtually got us de-rezzed. I
                  recommend we terminate this mission.

     Rush listens, hurt and angry.

                              PLEXOR
                  No. Proceed. If you keep Tron on
                  the run, he cannot attack X-Net.

                              MEGA
                  It's a poor allocation of resources.

                              PLEXOR
                  You have your instructions.

     Circuits go dark.    Mega turns, running smack into:

                              RUSH
                  "All glitches and bad data." What's
                  up with you? Ever since I got here,
                  you've been working against me.

                              MEGA
                  I act as Plexor programs me.

                              RUSH
                  Blah blah blah. You've got you own
                  processor. I can feel it working
                  overtime. Did Meg program you to
                  mess with me?

                              MEGA
                  I have no match for "Meg" -

                              RUSH
                  First, you don't want to come with
                  me, then you're all over me on the
                  light cycle - so you can dump us
                  over and blow the plan. We would
                  have nailed Tron by now if it wasn't
                  for you. What's your malfunction?

                              MEGA
                  Don't troubleshoot me!

     Angry silence.    Eyes locked.




                                                 (CONTINUED)
                                             43

52   CONTINUED:    (2)

                              MEGA
                  The most effective alternative is to
                  return to the main CPU and anticipate
                  Tron's next attack.

     She moves to exit past him.        He snags her arm, pulls her
     back and KISSES HER.

     Energy ZAPS between them, racing through their body circuits.

     Rush downloads the spiky sensation.        Mega remains cold and
     bewildered.

     Outside, Krod tosses his disk, moving to track as it arcs
     through the air. He notices Rush and Mega kissing. Digs it
     vicariously.

                                 KROD
                  You ram hog!

     His disk clunks him on the head.

     Mega breaks the kiss, backing off, conflicted.        Arcs of energy
     stretch between them, then snap loose.

                              RUSH
                  It's what I'm programmed to do.

     Mega tries to ignore the kiss.        She exits past the guys.

                              KROD
                  What were you doing with her?

                              RUSH
                  Nothing. She had a glitch.      I was
                  just pinging her EPROM.

                                 KROD
                  She let you?

                              I-BEEM (O.S.)
                  There's a way through!

     Rush, Krod and Mega hurry to see:

     I-beem zap-zap-zaps toward them, scared to death -

                              I-BEEM
                  Tron attacked us! D-rezz has him
                  cornered!

     Rush stows his disk on his back -

                              RUSH
                  We've got him now.
                                        44




53   INT.    ANCIENT COMPUTER SYSTEM LABYRINTH

     Eaten away by memory leaks, like swiss cheese.

     Rush, Mega, Krod follow I-beem along narrow paths of
     unaffected material.

     Krod trips, his LIGHT WAND tumbles and skates into memory
     leakage. It FRIES and de-rezzes, sucked into the molten
     silicon swamp.

                               D-REZZ
                 Akakakaka -    Agggggggg -

     Sounds like a modem, but it's a BATTLE-CRY.

     Rush comes to a point above - and cut off from - the fight.

     D-rezz advances along a narrow gantry, spinning his Romball,
     ready to hurl at:

     TRON.

     Tron flips over memory leakage, gains position and throws
     his disk -

     Disk HITS D-rezz. Plasma-ball GASH, but D-rezz is tough.
     He takes the damage, cocks his Romball -

                              RUSH
                 Guys!   Go around - behind Tron!

     Rush darts down to help D-rezz. Mega, Rush hurry ahead.     I-
     beem zaps, zags and reforms, scared out of his mind.

     D-rezz hurls his Romball -

     Romball pings off two walls, comes at Tron from behind.

     Tron spins - milliseconds to spare - and flips clear.
     Retrieves his disk on the way down.

     Romball slams off a wall, heads back to D-rezz, but Tron's
     disk HITS IT, knocking it off course.

     D-rezz dives for ROMBALL - but it falls into the memory leak
     and FRIES TO BITS.

     Tron plants for a clear shot at D-rezz.

     Rush JUMPS down from above, right in front of D-rezz.

                               RUSH
                 Ouch!

                                                 (CONTINUED)
                                            45

53   CONTINUED:

     His ankle.    He straightens, standing in front of D-rezz.

     Lays eyes on Tron.

                               RUSH
                  Hey!   Pick on somebody your own size!

     D-rezz is twice as big as either of them.

     Tron's eyes are cold, lifeless, calculating.       Scanning his
     new opponent without success.

                              RUSH
                  You've got no data on me.

     Rush pulls his disk off his back, poised for a duel.

     Tron moves with calculation, grips his hyper-etched disk.
     Circling his prey.

     Throws again -

     BRRANGG -

     Rush DUCKS -

     Tron's disk slams D-rezz.     D-rezz tries to catch the disk,
     but he's just too slow.

     Rush throws his disk. Beginner's luck - it banks off a wall
     and nearly smacks Tron. Rush snags it on the way back, before
     it tumbles into memory leakage.

     Tron jumps up two levels.     Retrieves his disk.

                              RUSH
                  D-rezz, pull me up!

     D-rezz hoists Rush up.     Fingers grab upper deck.

     Tron jockeys for position.     Throws disk -

     Disk strikes D-rezz in the ribs.     Blast damage.

     D-rezz loses footing.

     Rush grabs upper level.

     D-rezz slips toward memory leakage.

     Rush grabs D-rezz's hand - he weighs a ton.

     Mega, Krod and I-beem can't get here to help -




                                            46

53   CONTINUED:    (2)

                              RUSH
                  Hang on, man! HANG ON!

     But D-rezz's big hand slips out of Rush's.

     D-rezz PLUMMETS into memory leakage, zapping away in a blaze
     of glory -

                              RUSH
                  NOOOO!

     He comes to his feet, facing Tron.       Determined.

                              RUSH
                  I know who you are. Encom security
                  program Tr856 - TRON!

     Tron pauses.    Processes.

                              RUSH
                  Who is your User??

     Tron glitches at the question.

                              RUSH
                  Who programmed you?? I know your
                  encryption code. Tell me your User
                  or I shut you down.

     Tron throws his disk.

     Rush dodges. He sends waves of data energy through floor
     circuits, reaching into Tron's body.

                              RUSH
                  I can shut you down with a nine digit
                  code. WHO IS YOUR USER?? 392 -

     Tron's body animates painfully, as the first three code digits
     click into place.

     Tron FLIPS away, breaking contact with floor.        Data transfer
     stops. Tron steals away through a tunnel.

     Rush pursues.

     Krod, Mega and I-beem clamber for a way to follow.


54   INT.   OBSOLETE COMPUTER GAME ARENA

     Circular, riddled with memory leaks.

     Rush hurries to the center.       No sign of Tron.


                                                   (CONTINUED)
                                              47

54   CONTINUED:

                              RUSH
                  Tell me, Tron! Who programmed you?
                  Here's your encryption code! 3-6-2-
                  6-6-8 -

     Rush sends data coursing into floor circuits. It radiates
     up walls, across bridges... And finds TRON in hiding.

     Data races into Tron's body. Six code numbers engage; he
     glitches. He LEAPS to breaks the contact, flinging his disk -

     Tron's disk SLAMS Rush.       Rush tumbles off a ledge, dangling
     over a memory leak.

     Tron pounces in.    Snags his disk.

     Tron steps on Rush's hand.         Pain energy jolts Rush's circuits.

                                RUSH
                  ARRGGHHH!    3-6-2-6-6-8-7 -

     Rush slips, grabs a slim protrusion.         Feet zapping an inch
     from the memory leakage.

     Tron throws his disk for a final time.         It arcs wide, coming
     around directly at Rush.

     Tron leans down, gazing into Rush's eyes.

                                 RUSH
                  362668766!

     Burst of SEARING DATA surges off Rush's hands, radiating up
     circuitry, loading into Tron's body. All nine code numbers
     LOCK in.

     Tron's body seizes. He fights the data intrusion, but his
     circuits sequentially SHUT DOWN.

     Tron's airborne disk wobbles and darkens.

     Tron tumbles off the edge, plummets past Rush.

     Disk misses Rush, skates into darkness.

     Mega, Krod and I-beem hurry in and see:

     Rush, climbing to safety.

     And below: Tron's body slips into the memory leakage, zapping
     away to bits.

                                 KROD
                  You got him!


 
                                       48

54   CONTINUED:    (2)

     But Mega looks dreadfully worried.     She slips away...

     Krod and I-beem climb down and help Rush to his feet.

                              KROD
                  Game over, dude.

                              I-BEEM
                  You crashed him!

     Rush gazes off the precipice. Remains of Tron is consumed
     by the swamp of memory leakage.

                              RUSH
                  It's more than I wanted. Now I'll
                  never know who his User is.

                              KROD
                  We're heroes!

                              I-BEEM
                  I will be upgraded!

                              KROD
                  They'll give us a slot in the main
                  server!

                              I-BEEM
                  I will be upgraded!   I will be -

     Krod slams him, makes him stop.

                              KROD
                  Rush, now you can finish pinging
                  Mega's EPROM!

     Rush looks around.

                              RUSH
                  Where is Mega?

                              I-BEEM
                  She was just here.

                              KROD
                  Right behind me.

                              RUSH
                  MEGA??

     Rush searches. He finds Tron's disk, picks it up.     It's
     dark and lifeless, circuits gray.

                              RUSH
                  Mega...

                                                 (CONTINUED)
                                               49

54   CONTINUED:    (3)

     SOUNDS echo around them.       Coming fast.    Electro-metallic
     footsteps.

     Rush, Krod and I-beem bunch together and pivot.

     Black-clad FINITY FIGHTERS appear, blocking all exits.            Disks
     ready for attack.

     Rush double-takes on faces among them: QUANTZ, tall silent,
     hardcore (looks like real-world Phlegman) And BOOLE, rotund,
     seen it all (like real-world Kelter).

                              KROD
                  I recognize... Trouble.

                              I-BEEM
                  They're scanning us.

                               RUSH
                  I-beem, go for help.      Zap your butt
                  out of here.

     But I-beem freezes, terrified.         Fighters tighten perimeter.

     A hush.   Footsteps.      Clunk-zap...    Clunk-zap.

                              DARK FIGURE (O.S.)
                  It had to happen. But why now of
                  all times?

     Rush and Krod turn.       Fighters defer to:

     A DARK FIGURE, limping forward, one leg badly deformed by
     data corruption.

                              DARK FIGURE
                  A User shows up.

     Rush is surprised, then pleased.         Somebody finally gets it.

                              RUSH
                  Yeah, I'm a User. A superior being.
                  The first to enter this realm. And
                  you are - ?

     Figure's circuitry lights.         Finally, we see the face...

     It is FLYNN.

                                FLYNN
                  The first.

                               RUSH
                  Flynn.   How can you be here?


 
                                        50

54   CONTINUED:    (4)

                              KROD
                  You know this dude?

                              RUSH
                  Yeah, he's a lunatic!

     I-beem panics, zaps away in an energy beam. He reforms
     further along for a "breath", then zaps further away. Three
     FINITY FIGHTERS chase him.

     Rush is amazed to find him self in the presence of Encom's
     former leader.

     Flynn comes closer, recognizing Rush.

                              FLYNN
                  Rush Nortebi. I remember hiring
                  you.

     They are equally dumbfounded.

                              KROD
                  Somebody tipped these guys off about
                  us.

                              MEGA
                  Not soon enough.

     Fighters step aside, Mega enters, furious at Rush.

                              MEGA
                  You weren't supposed to beat Tron.
                  I thought for sure he'd finish you.

                                 RUSH
                  Thanks.

                              MEGA
                  You destroyed our last hope!

                              KROD
                  I detect a pattern in her behavior.

                                 RUSH
                  She's a spy.

     Mega and Rush ooze mutual contempt.    Rush turns on Flynn.

                              RUSH
                  No wonder I couldn't figure it out.
                  I assumed Tron User was on the
                  outside! If I'd known this, I would
                  blown past him and come straight for
                  you.


                                                 (CONTINUED)
                                         51

54   CONTINUED:    (5)

     Flynn yanks Tron's disk from Rush, peers over the precipice.
     Below, the last of Tron is consumed by memory leakage.

     Flynn ponders Tron's lifeless disk. He falters on his bad
     leg. Mega throws an arm around to help him stand. Melancholy
     energy courses between them.

                              MEGA
                  I failed our cause.

                              FLYNN
                  You did everything you could.

     They know each other well.

     Rush registers jealousy, but larger concerns prevail:

                              RUSH
                  Flynn never died...
                      (dawning)
                  Because your Quantum Digitizer worked.
                  That's how you got here... I know -
                  that's how I got here too.

     Flynn studies Rush, anger rising.

                              FLYNN
                  The day after I hired you, you start
                  sucking up to Sinclair. You thought
                  I didn't know. Bet he offered your
                  a partnership for this, right? You
                  have no idea the damage you've done.

                              RUSH
                  I'm only getting started. Man, you
                  were the company joke. Now I see
                  why. You melted down your lab to
                  take this little joyride. You got
                  stuck here so all you can do is wreck
                  other people's hard work.

                              FLYNN
                  Open your eyes, geek. My lab was
                  rigged. My "death" was no accident.
                  I pushed the button just in time to
                  escape... Almost in time.

     He indicates his deformed leg.     Mega, Krod and the others
     listen with awed bewilderment.     These two guys speak of a
     world unknown to them.

                              RUSH
                  You're paranoid. Who would want you
                  dead?


                                                  (CONTINUED)
                                           52

54   CONTINUED:    (6)

                              FLYNN
                  The same guy I programmed Tron to
                  shut down. Same one you've been
                  sucking up to. Sinclair. And his
                  cyber-henchman, Plexor.

     Malicious grumbles from Fighters.

                              RUSH
                  Too many of your brain cells have
                  gotten zapped in here, old man.

                              FLYNN
                  Rush, you lamer! You've been working
                  for the bad guy.

     Three Fighters return from the I-beem pursuit.      Empty-handed.

                                 FIGHTER ONE
                  He got away.

     Flynn scowls at Rush. Sin number two.       Flynn slips Tron's
     dead disk in a special case.

                              FLYNN
                  Let's move. X-Net goons will soon
                  be all over this place.


55   EXT.   GAME GRID

     Energy zaps across grid, forming into I-beem. He's on the
     run, de-rezzing, zapping, reforming, bolting for:


56   EXT.   ANCIENT COMPUTER SYSTEM -      DEMOLISHED I/O PORTS

     I-beem de-rezzes, reforms, zaps himself toward the nearest X-
     Net OPTIK HIGHWAY.


57   EXT.   ANCIENT COMPUTER SYSTEM

     Fighters thread secret buffers and gates.      Flynn carries
     Tron's disk, helped along by Mega.

     Rush and Krod are held prisoner, prodded by Quantz and Boole.

     They cross a DATA BRIDGE, drawn to the sounds of SHREIKING
     PANIC.
                                      53




58   EXT.   OLD DATA METROPLEX

     Vast, retro, multi-level.   Diverse and beautiful energy flows.
     Circular architecture.

     Flynn, Mega, Rush, Krod and Fighters come to a stunning view:
     GLEAMING NEW X-NET DATA OPTIK HIGHWAY is being constructed
     right through the heart of the city.

                            FLYNN
                    (to Rush...)
                I hired Sinclair as Encom's business
                guy, so I could do the dreaming.
                Right off, he wanted to "capture the
                market" on data transmission. Had
                this plan called "X-Net", based on
                flawless efficiency, hyperlock
                security, encryption protocol
                uniformity. Blah blah. I was the
                boss, I told him to forget it. I
                knew it could go bad. But the guy
                had trouble taking no for an answer.
                He arranged for my lab to melt down.
                Sinclair took over my company and
                put X-Net on a fast-track. And here's
                where it's brought us.

     City descends into panic. X-Takk Troops evict Programs,
     seize prisoners and mercilessly hunt down resistors.

     X-Net Construction Crews build the Optik Highway with
     relentless precision, blasting aside the old city's splendid
     structures.

                            RUSH
                What are they doing??

                            FLYNN
                Beating the competition.

     X-Takk Troops storm closer - by the hundreds.

                            MEGA
                They've got us outnumbered.

                            FLYNN
                We've got to choose our battles
                wisely. This way!

     He leads them down a secret portal, into:
                                        54




59   INT.   DOWNWARD PASSAGE - SECRET X-NET PROCESSOR

     Group moves along a catwalk, coming to a view of:

     X-Takks herd Captured Resistor Programs, lining them up for
     execution.

                            KROD
                Rush, why is X-Net doing this?!

     A Kid Program runs to this Captured Father Program.

                             KID PROGRAM
                No!   Let my daddy go!

     X-Takks haul Kid Program clear, then BLAST the Captives with
     de-rezz weapons. Captives glitch, thrash and expire.

                            RUSH
                How long has this been going on?

                             FLYNN
                For years.


60   EXT.   REAL WORLD CITY - DUSK

     Like any other day. Except a high-rise building's lights
     flicker off. A subway escalator stops. A traffic light
     turns red on both sides. Cars honk, tempers flare.

     A TV store: All TVs in the window flip to one channel, which
     happens to be running a commercial for X-Net - theme: Total
     Data Security".


61   INT.   CYBERSPACE - SECRET X-NET PROCESSOR

     X-Takk Troops line up more Captive Programs.

                            RUSH
                Sinclair never told us about this.
                X-Net is creating the very terror
                that makes people want the security
                of X-net!

                            FLYNN
                No more glitches, freeze-ups or shut-
                downs. Once X-Net is open, Plexor
                will destroy all other systems. All
                data flow will be controlled by his
                Master User -



                                                  (CONTINUED)
                                      55

61   CONTINUED:

                              RUSH
                  Sinclair.

                              FLYNN
                  All data flow - Sinclair's to control
                  and abuse. Bank accounts, medical
                  histories, your Blockbuster account,
                  your buying patterns, your e-mail.
                  And to think, Rush - all this time,
                  you've been working 24/7, trying to
                  impress a him.

     X-Takk troops blast Captive Programs.


62   EXT.   REAL WORLD - BANK - DUSK

     ATM machine goes berserk.


63   EXT.   REAL WORLD - STREET - DUSK

     Block full of Pedestrians suddenly - and simultaneously -
     can't get their cell phones to work.


64   INT.   /EXT.   REAL WORLD - SUV MOVING - DUSK

     GPS navigation system map flips around.

                              GPS VOICE
                  Turn left now. Turn right now.
                  Left. Right. NOW!

     SUV Driver panics, pulls a hard turn and SMASHES a BUS.


65   CYBERSPACE - SECRET X-NET PROCESSOR

                              RUSH
                  Sinclair betrayed me.

                              FLYNN
                  Finally you get it.

                              MEGA
                  Tron was our late hope.

                              RUSH
                  We've got to stop this!

     X-Takks hear Rush's shouts.     An overwhelming force.

     Flynn and Mega shove Rush into a tunnel, closing the portal -
                                      56




66   INT.   SECRET PASSAGE - CONTINUOUS

     Flynn hastens their journey.

                            MEGA
                Rush was trying to expose us!

                            FLYNN
                They didn't see us.   Keep moving!

     Mega, Boole and Quantz move along, shoving Krod and Rush.

                            RUSH
                We've got to tell people on the
                outside -

                            FLYNN
                Plexor shut down all the I/O ports.
                Only HE communicates with the outside.
                Sinclair holds all the cards.

     Flynn turns on Rush - one of Sinclair's cards.

                            FLYNN
                How did you get here?!

                            RUSH
                Megan Randall sent me.
                    (points out Mega)
                Her User. She fixed your lab and
                sent me here to take out Tron.

                            FLYNN
                Megan Randall? I remember her.
                Smart, wise beyond her years. I
                can't believe she'd fall for
                Sinclair's lies.

     He glances at Mega, then shoves Rush along.


67   INT.   FIGHTER HIDE-OUT

     Flynn, Mega, Fighters bring Rush and Krod into the clandestine
     Fighter base. Like a wartime casualty center, with corrupted
     Fighter Programs lining corridors.

                            RUSH
                What happened to them?

                            MEGA
                Try to attack Plexor head-on, this
                is what happens. Because of you,
                there will be millions more.

                                                (CONTINUED)
                                          57

67   CONTINUED:

     They arrive at a laser-barred JAIL BLOCK, where a dozen BIG
     X-Takk Troops are held prisoner.

                              FLYNN
                  Lock up these two. We'll hold them
                  for ransom. Or use them for target
                  practice.

     Flynn and Mega turn to go.      Boole and Quantz use PROD LANCES
     to herd Rush and Krod.

                              RUSH
                  Flynn. You think I'm Sinclair's
                  flunky, but I'm not.

     Flynn pauses.    Rush speaks low, so X-Net Captives can't hear.

                              RUSH
                  I'm sorry about Tron.

                              KROD
                  Yeah, we're - Sorry?

                              RUSH
                  We were just doing a job, we had no
                  way of knowing the truth.

                              KROD
                  No way at all.

                              RUSH
                  Flynn, I was wrong about you. You've
                  been doing the right thing in here.
                  Plexor has to be shut down. Sinclair
                  has to be exposed.

                              KROD
                  Like he said.

                              RUSH
                  Krod and I are ready to help.

                              KROD
                  We are?

     Flynn puzzles over Rush.

                              FLYNN
                  Mega, what do you read in him?

     Mega circles Rush, scanning his circuits.

                              MEGA
                  Independent operating instructions.
                              (MORE)

                                                   (CONTINUED)
                                            58

67   CONTINUED:    (2)

                              MEGA (CONT'D)
                  He will act as necessary to increase
                  probability of his own survival.

                              RUSH
                  You don't know me.

                              MEGA
                  He cannot to be trusted.

                              RUSH
                  Trust?! You're the one who's been
                  lying to me the whole time!

     Rush points a finger at Mega - BOLT of ATTRACTION ENERGY
     shoots off his finger, ZAPS her on the nose.

     Mega's circuits OVERLOAD, she flies back -

     Rush, startled, looks at his finger.

     Fighters muscle Rush and Krod away.

     Flynn holds Mega, anger re-ignited.

                              FLYNN
                  Mega's been risking her existence
                  for our cause, lamer. That's more
                  than you'll ever do.
                      (to Fighters)
                  Lock them away!

     Fighters toss Rush and Krod in the JAIL BLOCK with the BIG X-
     TAKK soldiers. Does finger-signs, body circuit language.

                                 KROD
                  Yo, s'up?     Eh... X-Net rules, man.

                                 RUSH
                  Hey Krod...     Shut down.

     Rush peers out of his cage, watching Mega go.        She turns for
     a final scowl, then exits.


68   EXT.   X-NET CENTRAL SERVER - EVENING

     X-Takk Troops sound alert.

     Outside the main portal, energy zaps and splinters above
     ground circuits, collecting to become:

     I-beem, reforming, running, stumbling.      Some body parts out
     of sync, catching up.


                                                   (CONTINUED)
                                               59

68   CONTINUED:

                               X-TAKK
                  Halt!   State encryption code!

                              I-BEEM
                  027591748594303 -

     Breathless, he loses count.        Zaps beside himself.   Again:

                              I-BEEM
                  027591748594303071852!

     Portal opens.


69   INT.   PLEXOR'S CPU

                              PLEXOR
                  You are positive Tron was destroyed?

                              I-BEEM
                  I observed it directly!     Rush turned
                  Tron into vaporware!

     X-Takk Troops trade looks, impressed.

                              I-BEEM
                  Rush claims to be a User! He must
                  be! He is awesomely skilled!

     Plexor hardens.

                              X-TAKK COMMANDER
                  Users do not exist.

                              PLEXOR
                  He is but a randomized Program, he
                  got lucky. To our benefit.

                              I-BEEM
                  Rush and Krod were surrounded by
                  stealth fighters! They were led by
                  another User called Flynn!

                               PLEXOR
                  Flynn??

     Plexor's circuitry strobes in dark troubled hues.         An image
     appears on his archive screen: Flynn.

                              I-BEEM
                  Yeah, that's the one!

                              PLEXOR
                  Flynn... is here? He is the one
                  behind this scheme to crash X-Net?


                                             60

69   CONTINUED:

                              I-BEEM
                  I know where they are!     Rush and
                  Krod need our help!

                              PLEXOR
                  And what of Mega?

                              I-BEEM
                  We couldn't find her. I'm certain
                  they captured her too!

     Plexor processes - his cranial circuits burn deep amber.

                              PLEXOR
                  Tron is gone, but his User lives?

     Plexor turns to I-beem, grateful.        Removes I-beem's flimsy
     broken disk, studies it gently.

                              PLEXOR
                  Good work does not go unrewarded at
                  X-Net. Would you like to be upgraded?

                              I-BEEM
                  Yes, Plexor, very much so.

     Plexor energizes a REWARD PORTAL. Shimmering golden light
     beckons I-beem. He eagerly enters - and gets ZAPPED. I-
     beem emerges out the other side, a zombie-like X-Net Drone,
     joining a security crew.


70   INT.   PLEXOR'S INNER SANCTUM

     Plexor enters, raises his disk.        RUBY RED BEAM connects.


71   INT.   REAL WORLD - SINCLAIR'S OFFICE - NIGHT

     Sinclair paces amid a buzz of manic activity. TVs show news
     of escalating global data crashes. In comes a MARKETING VP.

                              MARKETING VP
                  You're not going to believe this!

                                 SINCLAIR
                  Convince me.

                              MARKETING VP
                  Sales office has been flooded with
                  calls. Major banks, airlines, city
                  governments, the presidents of 26
                  nations - They all want to sign up
                  for X-Net now. We're not even on-
                  line yet and we're a hit!


                                             61

71   CONTINUED:

     Sinclair absorbs his good fortune.         Smirks.

                              SINCLAIR
                  We're the only port in the storm.

     Execs cheer, trade high-fives.

     Sinclair notices a blip on his private data screen.

     The office clears, doors shut.         Sinclair, alone now, interacts
     with his screen.

     Text: INTRUDER HAS BEEN ELIMINATED.

                                 SINCLAIR
                  Brilliant.

     But:   THERE REMAINS AN AREA OF UNCERTAINTY.

                              SINCLAIR
                  What uncertainy?

                                                          INTERCUTS WITH:


72   INT.   CYBERSPACE - PLEXOR'S INNER SANCTUM

                              PLEXOR
                  The User called Flynn is here.

     Sinclair reads the text, blind-sided.         Sees a photo of Flynn.

                              SINCLAIR
                  That's impossible.

                              PLEXOR
                  Flynn commanded the intruder Tron.

                              SINCLAIR
                  You've got to be wrong about this.

                              PLEXOR
                  I was programmed error-free.      By
                  you.

     Sinclair ponders the unimaginable.

                                 SINCLAIR
                  Flynn...     escaped?!

                              PLEXOR
                  He leads a group who seek to prevent
                  the opening of X-Net. The one called
                  Rush has joined them.


 
                                         62

72   CONTINUED:

                              SINCLAIR
                  Rush? My guy? What lies has Flynn
                  filled him with?

                              PLEXOR
                  Or what truths?

     Sinclair peers at the screen text, agitation growing. A
     news article pops up, recounting the lab accident and Flynn's
     "death". X-Net launch countdown ticks.

                              SINCLAIR
                  This world can never know all I have
                  done. You have a plan to contain
                  Flynn?

                               PLEXOR
                  Of course.

                              SINCLAIR
                  Don't just contain him.    Destroy
                  him.

                               PLEXOR
                  Instructions received.    And the one
                  called Rush?

     Sinclair mulls for two seconds, then:

                              SINCLAIR
                  He knows too much. Get rid of him.

                              PLEXOR
                  Instructions received.


73   INT.   JAIL BLOCK

     Rush and Krod get chummy with cell-mate X-Takks.     They mock-
     fight together, getting insider tips.

                              X-TAKK 1
                  And whatever you do, don't let them
                  hit you here...

     Indicates a CIRCUIT NEXUS on his lower SPINE.

                              X-TAKK 1
                  All X-Net Programs have a weak spot
                  there.

                              RUSH
                  Hear that, Krod? Never let them get
                  to your weak spot.


                                                  (CONTINUED)
                                             63

73   CONTINUED:

     Krod twists around, playing with his spinal nexus.

                               KROD
                  Gurfle!   I never knew that.

     Pull back to see:

     Flynn secretly observes Rush.     Pondering.    Boole arrives
     behind him.

                              BOOLE
                  We're ready for you now.

     They head upstairs.


74   INT.   FIGHTER HIDE-OUT

     Flynn reviews Fighter training. Troops throw disks, battle
     in pairs, repair weapons, tweak armor circuitry.

     Flynn carries Tron's dark disk, contemplating it.       He moves
     past a line-up of his finest Fighters.

                              FLYNN
                  If X-Net is allowed to open it's the
                  beginning of the end of a free and
                  open cyberspace. We can't let Plexor
                  get away with this. Our game plan
                  has not changed. Tron was specially
                  programmed to break into X-Net and
                  shut down power supplies. We would
                  then exploit these weak points and
                  cripple the system. Tron's role was
                  essential One of you must take his
                  place.

     He holds up Tron's disk.

                              FLYNN
                  Who among you can power Tron's disk
                  and carry out his mission?

     All Fighters take a step forward.

                              FLYNN
                  It's the most dangerous job. If
                  you're not up for it, nobody's going
                  to blame you.

     All stand firm.

     Flynn lays Tron's disk in the first Fighter's hands. Fighter
     summons his will, causing the disk to glow faintly. But it
     soon goes dark again.


                                        64

74   CONTINUED:

     Next Fighter holds the disk, bearing down, animating the
     circuits... But he buckles and the disk falls dims.

     Mega worries: One-by-one, Fighters fail to power Tron's
     disk. Flynn reaches the end of the line.

     Mega puts her hands out to receive the disk.

     Flynn hesitates, then hands her Tron's disk.

     Mega clenches it, concentrating deeply. Her energy infuses
     the disk, animating its circuits stronger than anyone.

     Bur soon, her eyes strobe, her body circuits overload.

     She lets go.    Tron's disk thunks the floor, goes dark.

     Mega hardens her resolve.

                              MEGA
                  There are other ways to crash Plexor.
                  I will return to him, he still trusts
                  me. I will get close and crash him
                  with direct contact -

                              FLYNN
                  It's futile. Plexor's personal
                  defense measures are massive.

     Other Fighters chime in, but they don't know what to do.

     A FIGHTER SENTRY dashes in.

                              FIGHTER SENTRY
                  Enemy scouts, headed this way!


75   INT.   JAIL BLOCK

     Rush, Krod and X-Tekk Prisoners heard COMMOTION in the main
     hideout area above.


76   EXT.   ANCIENT COMPUTER SYSTEM

     Phalanx of X-NET SECURITY CRUISERS moves in, mashing
     circuitry - X-TEKK TROOPS rowst Civilian Programs.

     Plexor commands LEAD CRUISER.

                              PLEXOR
                  Disperse to all sectors!

     CRUISERS with X-Takks split in several directions.


                                                   (CONTINUED)
                                       65

76   CONTINUED:

     X-Takk Squads crash fleeing programs.


77   EXT.   ANCIENT COMPUTER SYSTEM / OLD GAME GRID

     CRUISERS with X-Takk Troops ravage grid, moving into:


78   EXT.   MEMORY LEAK TUNNELS

     X-Net CRUISERS crash through. ASSEMBLER UNITS spew freshly
     programmed BRIDGES over memory leak swamps. X-Takk troops
     hustle deeper.


79   INT.   ANCIENT COMPUTER SYSTEM LABYRINTH

     X-Takks storm in. Specialized units scan memory leaks, detect
     code fragments - schematic images of Tron.

                              X-TAKK SPECIALIST
                  The invader Tron crashed here.

     Plexor surveys the place.

                              PLEXOR
                  This was a preferred gaming arena
                  for the User called Flynn. His moves
                  are predictable, recursive, easily
                  traced.

     Plexor activates a Q-MINATOR. Device emits a PLANE of
     coherent pulsing energy, which scans the area, illuminates
     the RACING DATA BIT PATTERNS within all circuits, programs
     and surfaces. (An x-ray-like device that reveals all computer
     machine code underlying every cyberspace object.)

     A trail of code BURNS HOT NEON GREEN.

                                PLEXOR
                  That way!


80   EXT.   CLASSIC DATA HUB CITY

     X-Net Cruisers crash the city.      Programs scatter.

     Plexor commands Lead Cruiser, sweeps Q-MINATOR. Running
     Civilian Programs are rendered "naked" by the beam, bodies
     revealed as volumes of buzzing data bits "1010011101010110..."

                                PLEXOR
                  Down there.

     Cruisers deploy DE-REZZ BEAMS, slicing open structures.

                                                   (CONTINUED)
                                           66

80   CONTINUED:

     Flashing bitstorm, screaming Civilian Programs -     The wrath
     of X-Net is unleashed upon the city.


81   INT.   FIGHTER HIDE-OUT

     CRASH!

     Walls slice and crumble -

     X-NET CRUISERS blast their way in, coming to a stop in precise
     formation.

     Plexor emerges from Lead Cruiser.

     Stops.   Looks.

     The place is empty.

     Not a fighter in sight.

                                PLEXOR
                  Fan out!    Search every buffer and
                  cache!

                                 RUSH (O.S.)
                  Hey!     Down here!

                              KROD (O.S.)
                  Get us out of here!


82   INT.   JAIL BLOCK AREA

     Plexor and X-Takks hustle down, finding:

     Rush, Krod and the X-Takk Prisoners, behind bars.

     X-Takk Specialists hack the system, power down jail bars.
     Prisoners step forth and retrieve their impounded disks.

                              KROD
                  Dude, are we glad to see you!

                              PLEXOR
                  You destroyed Tron.

                                RUSH
                  Yes...    Where is Mega?

                              PLEXOR
                  She's not with you?




                                                  (CONTINUED)
                                               67

82   CONTINUED:

                              KROD
                  She's with Flynn!       I mean, totally
                  WITH Flynn -!

                              RUSH
                      (cuts off Krod, covers)
                  Flynn was smart enough to interrogate
                  her first.

                                 KROD
                  Right.

                              PLEXOR
                      (duped)
                  She contains sensitive data. Flynn
                  cannot be allowed to hack her.

     Rush and Krod notice: Behind Plexor and his Soldiers, BOOLE,
     QUANTZ and FINITY FIGHTERS move into position. They signal
     Rush and Krod not to blow their cover. Rush makes Krod
     comply. An ambush is ready to spring.

                                 RUSH
                  Yeah, only -     We kicked Flynn's butt,
                  too.

                              KROD
                  You should have seen it.       Flynn won't
                  be a problem.

     X-Takk Prisoners are confused.

                               PLEXOR
                  Then...   Why were you imprisoned?

                                 X-TAKK
                  Ambush!

     Fighters POUNCE, throwing disks -

     Rush grabs a PROD LANCE, nails two X-Takks on their spinal
     nexus. They go down hard.

                              PLEXOR
                  Delete them all!

     Plexor hurls an ENERGY BALL - Rush DUCKS, grazed by its
     FRACTAL comet trail.

     Fighters beat back Plexor.         His concerns shift.    He ducks
     into an ascension shaft -

     Rush and Krod are left fighting back-to-back, out-manned
     three-to-one.
                                        68




83   INT.   FIGHTER HIDE-OUT ASCENSION SHAFT

     Plexor races upward, but is blocked by a unit of Fighters.

     Plexor pulls off his special TRIANGULAR DEATH DISK - FLINGS
     it. Disk ricochets off three Fighters, knocking them out.
     Another lethal fling and the remains Fighters fall.

     Plexor retrieves his death-disk with heart-stopping accuracy,
     darts into:


84   INT.   FIGHTER HIDE-OUT MAIN ARENA

                               PLEXOR
                It's a TRAP!

     X-Takk Troops react, bolting for their Cruisers.

     Floor circuits ACTIVATE -     X-Takks ZAP and FREEZE.

     Fighters appear from all directions.

     Disks fly -

     X-Takks wield stout MAZER weapons -

     Even the corrupted Fighter Programs pitch in, working in
     clever teams, chipping away at Plexor's forces.

     But X-Takks have tougher armor and more awesome weapons.

     X-Takk Mazer cuts down Fighters by the dozen, leaving them
     corrupted or shut down.

     UPPER LEVEL:

     Flynn struggles to help wounded Fighters - He captures a
     Mazer and uses it against X-Takks... But Flynn can't move
     well on his bad leg. He watches his troops getting trounced.

                             FLYNN
                Retreat! Over that way!     Move around
                their flank!

     ZAP!   A Mazer blast strikes Flynn's bad leg.

                               FLYNN
                Arrrgghhh!

     Mega appears, throws her disk with deadly accuracy. The
     offending X-Takk Soldier crashes. Millions of bits spray
     over main arena - fractal fireworks.


                                                 (CONTINUED)
                                           69

84   CONTINUED:

     Mega grabs Flynn from falling.       They make for a bridge.

     Flynn slaps a wall panel.       Trigger circuit activates, surging
     down into...


85   INT.   FIGHTER HIDE-OUT MAIN ARENA

     ...Circuit energizes a sector of floor circuits, which
     overload and BLAZE - frying twenty X-Takks.


86   INT.   JAIL BLOCK AREA

     Rush and Krod use puny PROD LANCES against fearsome X-Takks...

     Rush charges an X-Takk dude, Krod gets cornered by another.
     Rush dodges his death blow, spine-zapping his foe... Krod
     prepares to die, as X-Takk Bully pins him with a Mazer and
     squeezes the trigger.

     X-Takk Bully seizes, freezes, crashes. Mazer barrel falls
     away from Krod - he's lucky to be alive. Rush stows Zap
     Wand, grabs Mazer and yanks Krod to his feet.

                              KROD
                  Thanks.

                              RUSH
                  I'll never let you forget it.

                              KROD
                  Rush, we're screwed!    Now everybody's
                  after us!

                              RUSH
                  Nah, we're cool. We're with them!

     Boole and Quantz sweep past, gathering Rush and Krod into
     their unit. They charge up the ascension shaft.


87   INT.   FIGHTER HIDE-OUT / MAIN HALL

     Plexor hurls DEATH DISK, takes out Fighters.

     He spins, looks up: Glimpses Flynn and Mega running along a
     ledge. He heads after them, working his way upward.


88   INT.   FIGHTER HIDE-OUT / MAIN HALL

     Rush and Krod emerge behind an X-Takk Cruiser. They knock
     out two X-Takk Soldiers, steal their MAZER WEAPONS.


                                                   (CONTINUED)
                                              70

88   CONTINUED:

     Fighter Specialists hustle in, attach ENCRYPTION PODS to the
     Cruiser. Data meltdown radiates from the key, "burning"
     through the Cruiser like paper.

     Cruiser implodes.

                                KROD
                  Awesome!    Can I do one?

     Rush spots Plexor heading to upper levels.         He pursues.


89   INT.    FIGHTER HIDE-OUT / UPPER LEDGE

     Flynn and Mega help corrupted Fighters toward the bridge.

                                 MEGA
                  Quick.     This way.

     WHAM!

     A wounded Fighter is struck down. Triangular DEATH DISK
     swings wide, takes out another, then the last...

     Mega and Flynn spin to see:

     Plexor steps forward, retrieving his Death Disk.         Blocking
     their exit.

                              PLEXOR
                  Mega, move aside! I will finish
                  him!

     Instead, she shields Flynn's body.

                              MEGA
                  Strike us down. There will always
                  be more to oppose you.

     Sinclair's circuits snap with rage.

                              PLEXOR
                  What programming has he installed
                  in you??

                               MEGA
                  Flynn!   Go with the others!   Run!

                              FLYNN
                  I'm not leaving you with this phreak.

     Plexor brings back his DEATH DISK.

     In the shadows: Rush, creeping along the periphery, gaining
     position on Plexor.

                                                  (CONTINUED)
                                          71

89   CONTINUED:

                              FLYNN
                  Plexor, get over the control thing.

     Plexor readies his disk to FIRE -

                              RUSH
                  Drop the disk!

     He pivots, hurls Death Disk at Rush.

     Rush dives clear, sends his data energy into surrounding
     circuits. Circuits activate around Plexor, surging PAIN
     DATA into his body.

                              FLYNN
                  I'll be damned.

                                MEGA
                  Rush?!

     But Plexor resists Rush's data infusion, freezing the circuits
     around his feet. Cutting off the flow.

     Death Disk slices walls, arcing back toward Plexor -

     Rush LEAPS at Plexor.

     BLANG!

     Plexor is solid-state, like a cast iron statue.    Rush flips
     airborne, goes down hard.

                                RUSH
                  ARRGH!

     Plexor considers Rush, astonished by his audacity.

                              RUSH
                      (sucks air)
                  Is that all you've got?

     It's a millisecond's distraction - Death Disk returns to
     Plexor's hand, but swings wide and GRAZES his ARM, leaving a
     swath of painful CORRUPTION.

                                PLEXOR
                  Raagghh!

     X-Takks hustle in with hefty NEGABYTE BLASTERS.

                                FLYNN
                  Rush!    This way!

     Flynn, Mega and Flynn dash across the bridge.


                                                (CONTINUED)
                                             72

89   CONTINUED:    (2)

                                 PLEXOR
                  Delete them!

     NEGABYTE BEAMS slice walls, erasing all data in their path.
     Rush, Flynn and Mega dive into a tunnel, escaping by inches.


90   EXT.   FIGHTER HIDE-OUT / DATA PIPE

     Rush, Mega and Flynn, pursued, rendezvous with Krod, Boole
     and Quantz.

                               BOOLE
                  This way!   Down the pipe!

     Rush helps Krod, Quantz and Boole into a data pipe.       One by
     one, they WHIRL away in the flow of chromatic data.

     Flynn and Mega have a breathless moment to consider Rush.

                              MEGA
                  He's better than I thought.

                              FLYNN
                  He's been sent for a reason.

                                 MEGA
                  What reason?

                              FLYNN
                  Don't know yet. Sometimes we have
                  to trust the bigger plan.

     Mega struggles to compute.

     Rush turns to help Flynn down the pipe. Mega assists.
     Flynn's wounded leg gives out, he slips. Rush holds him,
     but loses his balance, slides down.

                               RUSH
                  Mega!   Quick! Jump!

     But she hesitates -

     VELCRONIC BEAMS snag her from behind - pulling her back onto
     the ledge.

     Rush tumbles down the flume, glancing back to see:

     Mega, hauled away by X-Takk Troops.

                                 RUSH
                  MEGA!!!



                                                 (CONTINUED)
                                          73

90   CONTINUED:

     Fighters, Krod, Rush and Flynn surf down the data WHIRL,
     accelerating away from the hot zone.

     X-Takks jump in after them, but are all swallowed by the
     flow - gone.


91   INT.   FIGHTER HIDE-OUT / MAIN HALL

     Bashed and ruined, littered with fallen Fighters.

     Plexor nurses his injured arm, commanding the mop-up.

     X-Takks bring Mega to their leader.

                                X-TAKK 1
                  We got her!

     Mega stands defiant.

     Plexor regards her sternly. Extends his hand to her shoulder,
     cupping the back of her neck.

                              PLEXOR
                  You committed a fatal error.

     DATA ENERGY SURGES from his eyes, flushing her body circuits.
     She fights intensifying input, but soon weakens. She glitches
     and shuts down, falling into the arms of X-Takks.

                              PLEXOR
                  Their strategies and tactics lie
                  encrypted in her memory. Bring her!
                  I will hack from her what I need.


92   INT.   DATA PIPE NETWORK

     Flynn leads the way, surfing the chromatic hyper-speed flow
     with Quantz and Boole.

     Rush and Krod struggle to master the technique, rolling,
     slipping, recovering, grabbing each other.

                              RUSH
                  I got it, I got it, I got it.

     Boole surfs around them, heading into a squirrely curve.

                                KROD
                  AWWWWWWW!

     Krod swings high, out of control.     Dumps in front of Rush,
     who flips him upright.


                                                  (CONTINUED)
                                           74

92   CONTINUED:

                                RUSH
                  Shove it!    Go!

     Rush and Krod swerve and gathers speed, shooting past Quantz,
     Boole and Flynn - pivoting to surf BACKWARDS!

                              KROD
                  I remember now! Nothing to it!

                              RUSH
                  Check it out!

     Rush flips up and surfs on his hands.       Krod attempts to match
     the move.

                                 BOOLE
                  Look out!

                                 RUSH
                  What?

                                 FLYNN
                  TURN AROUND!

     Rush and Krod crane around to see:

     DATA PIPE spills into a massive DATA FLUME.

                                 RUSH & KROD
                  AHHHHHHHH!


93   EXT.   DATA FLUME

     Rush and Krod plummet into surging hot data, out of control.

     Flynn and Fighters expertly surf huge waves.


94   EXT.   DATA BUFFER SHORE

     Flynn, Boole and Quantz drag Rush and Krod from data shallows.
     Everyone's circuits are hot and overloaded.

                                KROD
                  I'm cool.    Not a problem.

     They let him go him go.       Krod glitches, collapses.

     Rush gets to his feet, head spinning.

                              RUSH
                  They took Mega.



                                                   (CONTINUED)
                                        75

94   CONTINUED:

                              FLYNN
                  She can handle herself for a while.

                              RUSH
                  How do we attack Plexor next?

     Flynn sizes up his new convert.

                              QUANTZ
                  You're with us now?

                              BOOLE
                  Do you know hard it is?   Opposing
                  the power of Plexor?

                              RUSH
                  It's like the forty-sixth level of
                  ConquerDome 6.1, while winning a
                  side game of Tetras Ultra, doing six
                  Instant messages and debugging a
                  demo.

     Boole, Quantz and Krod are confused, but Flynn gets it.

                              FLYNN
                  All at the same time.

                               RUSH
                  I'm there.   Krod too.

                               KROD
                  Say what?

     Flynn accepts a handshake from Rush.

                              FLYNN
                  We're going to need all the help we
                  can get. Boole, can we make it to
                  the dark zone from here?

                              BOOLE
                  There is one possible route.

                              FLYNN
                  We'll meet up with the code monkeys
                  and combine forces.


95   EXT.   TRANSITION INTO DARK ZONE

     Group sets out across a vast region of unpowered circuitry.
                                            76




96    EXT.   SECRET X-NET PROCESSOR

      Hordes of Captured Programs are lined up for termination.
      Among them: Wounded Fighters from the hide-out raid.

                             FIGHTER 1
                 We gave it everything.

                              FIGHTER 2
                 Interface.   We can resist.

                              FIGHTER 3
                 Interface.

      They move close, holding each other.     X-Takks FIRE.    De-rezz
      beams zap them to bits.


97    INT.   REAL WORLD - NIGHT

      Computer Users react with frustration, as their programs
      crash (Users correspond in appearance to the Programs who
      just got zapped.)

      Web ads sell the virtues of X-Net.


98    INT.   REAL WORLD - FACTORY FLOOR - NIGHT

      Fire sprinklers fire off for no reason. Workers rush away,
      sprayed from above. Assembly line full of partially-assembled
      video recorders get dowsed with water.


99    INT.   REAL WORLD - AIRLINER COCKPIT - NIGHT

      Pilots react:   Navigational instruments glitch and fail.


100   INT.   REAL WORLD - SINCLAIR'S OFFICE - NIGHT

      X-Net sales rise higher, as TV news grows bleaker.

      Sinclair is distracted by a data file: News stories about
      the death of Flynn. The laboratory "accident".


101   EXT.   CYBERSPACE X-NET MAIN HIGHWAY - UNDER CONSTRUCTION

      Plexor. Lording over the grand-scale construction.        Sterile
      design, sleek lines, enormous capacity.

      X-Net Drone Workers assemble beams, girders, circuitry.


                                                  (CONTINUED)
                                          77

101   CONTINUED:

      X-Net OPTIK HIGHWAY NETWORK blasts through old systems and
      extends across cyberspace with alarming speed.

                               PLEXOR
                   Is completion on schedule?

                                  X-NET BUILDER BOSS
                   On schedule.

      Plexor boards his Cruiser, which SPEEDS onto a completed
      stretch of X-Net OPTIK HIGHWAY. He's the only vehicle in
      sight, hogging a thousand brand-new lanes of data expressway.

      Plexor accelerates, relishing the thrill of unchecked power -


102   EXT.   X-NET ARTERIES - VARIOUS

      Plexor's Cruiser speeds through a new, as-yet unused X-Net
      switching station. It's heavily secured. X-Takk troops
      defer to their supreme leader.

      Plexor veers onto a proprietary side-route, bound for:


103   EXT.   X-NET CENTRAL SERVER

      Firewall apertures cool, anticipating Plexor's arrival.

      Encryption portal opens.

      Plexor's Cruiser glides in.

      Portal closes.

      Firewalls reactivate, blazing red-hot, sealing the fortress.


104   INT.   X-NET CENTRAL SERVER

      Towering corridors. Powerful armored X-Takk Guards stand in
      pairs at every portal, corner and column.

      Plexor strides past, steps into a special GATE. Data beams
      react with his circuitry. Encryption key resolves.

      Gate opens.


105   INT.   PROGRAMMING CHAMBER

      Plexor strides across the spare, sleek space.

      On a slab lies Mega, radiated from above by READER BEAMS.


   
                                               78

105   CONTINUED:

      Plexor considers her glowing body circuits.          Studies emerging
      data patterns.

      Satisfied, he halts the process.        Beams go dark.

                                 PLEXOR
                   Boot up.

      Mega awakens, sits up.      She sees the device, then Plexor.

                               MEGA
                   You treat me like I've been corrupted.

                               PLEXOR
                   I cannot predict the random effects
                   Flynn might have caused in you.

                               MEGA
                   You programmed me to gather
                   intelligence. That's all I've ever
                   done.

                               PLEXOR
                   How long have you known Flynn?

                               MEGA
                   Enough time to gain his trust.

                               PLEXOR
                   Your behavior was highly authentic.

                                 MEGA
                   To him.    It had to be.

                               PLEXOR
                   Have you allowed Flynn to complete a
                   full interface with you?

                               MEGA
                   I am programmed to allow such access
                   only to you, Plexor.

      Her eyes lock on him.      He is satisfied.

                               PLEXOR
                   Flynn claims to be a User.     As did
                   the one called Rush.

                               MEGA
                   Users do not exist.

                               PLEXOR
                   You have seen nothing to make you
                   doubt this?


 
                                      79

105   CONTINUED:    (2)

                               MEGA
                   Nothing.

                               PLEXOR
                   They possess no powers beyond those
                   of routine Programs?

                               MEGA
                   I have no knowledge of such powers.

      She steps down.     They walk out of the chamber.

                               PLEXOR
                   Still, there is something about them
                   I cannot compute. Flynn plans to
                   attack me, doesn't he?

                              MEGA
                   Yes. And Rush will fight by his
                   side.

                               PLEXOR
                   Where will they strike?

                               MEGA
                   Flynn does not decide until the hour
                   of his attack. But he trusts me
                   completely. When he knows the place,
                   I will know it as well.

                               PLEXOR
                   Perfect. They will be met with a
                   final thrashing. Yes, let them come.

      They pass through the gate, arrive in the corridor.

                               MEGA
                   Have you further instructions for
                   me?

                               PLEXOR
                   None for now. But stay close.

      They lock gazes.     Barcode data surges between them.

                               PLEXOR
                   You came to me full of glitches and
                   random routines. Look at you now.
                   What an extraordinary piece of
                   programming I have made of you. I
                   created X-Net to the same standard
                   of flawless beauty. Soon, its
                   perfection will become all that is,
                   and all that ever will be.


                                                   (CONTINUED)
                                           80

105   CONTINUED:    (3)

                               MEGA
                   All events remain under your control.

      With a smirk and a final jolt of data, Plexor leaves her.


106   INT.   PLEXOR'S CPU

      Plexor crosses into his inner sanctum. Raises his disk,
      initiates RUBY BEAM link with Sinclair.

      Mega appears on a balcony above, in the shadows, secretly
      observing Plexor.


107   EXT.   DARK ZONE

      Howling, barren, dim.      Circuitry left unpowered for eons.

      Rush and Krod follow Flynn and Fighters, into treacherous
      canyons, across vast planes.

      Rush hears something and pulls the group behind cover.

                                 RUSH
                   Over there!

      Three massive X-NET X-PORTER VEHICLES rumble by. Imprisoned
      in the rear are hundreds of Programs. Cruisers blast a path
      through mountains and speed away.

                               KROD
                   Those Programs think they're just
                   being transferred!

                               RUSH
                   Can we take out those X-Net guys?

                               FLYNN
                   Our forces are too thin. We can't
                   risk a battle that would reveal this
                   position.

      From another direction appear two Code Monkey Programs.

                                CODE MONK B3T
                   Flynn!   Down here!

                                 FLYNN
                   BT!    JR!

                                CODE MONK J2R
                   Flynn!   Enter. We configured a base.



                                                   (CONTINUED)
                                             81

107   CONTINUED:

                               FLYNN
                   Good to see you guys. When did the
                   X-Net goons start patrolling all the
                   way out here?

                               CODE MONK B3T
                   They're everywhere now. Taking all
                   Programs by force.

                                CODE MONK J2R
                   Come.   There is much to report!

      They head down into:


108   INT.   LAST FIGHTER CACHE

      Deteriorating silicon lattice.     Flynn, Rush, Krod and Fighters
      arrive to a meager encampment.

                                CODE MONK N1J
                   Greetings.

                               FLYNN
                   Hey guys. This is Rush and his main
                   man Krod. They defected from Plexor's
                   forces to fight with us.

      A buzz of hope penetrates gloom.       Nobody has defected from
      Plexor before.

                               CODE MONK N1J
                   We made progress decoding X-Net's
                   power supply encryption.

                                FLYNN
                   Excellent.   Let's see.

      In a make-shift lab, CODE MONKEYS demonstrate, working at
      mind-boggling speed, assembling a small intricate HOLOGON
      DEVICE (conical pyramid-shaped encryption key).

                               KROD
                   I've seen that somewhere.

                               RUSH
                   It's the encryption pattern on
                   Plexor's disk.

                               FLYNN
                   Good eyes. We've got Mole Programs
                   who score chunks of Plexor's personal
                   code anywhere they can find it.
                   These guys fit the pieces together.
                               (MORE)


                                            82

108   CONTINUED:

                               FLYNN (CONT'D)
                   It can take a quadrillion
                   combinations.

                               CODE MONK J2R
                   We just snagged the last piece, but
                   the battle cost us big time.

                               FLYNN
                   How many of you crashed?

      Heads shake somberly.

                               FLYNN
                   The Teraflop Boys?     Algebrat?

                               CODE MONK J2R
                   All that survive, you see standing
                   here.

                               FLYNN
                   Oh Geez.

      Flynn falters on his bad leg.       Quantz and Boole support him.

                               FLYNN
                   Time is running out!

      Rush approaches Code monkeys as they toil blur-speed, trying
      to fit the final code piece - a flat square. Pyramidal
      HOLOGON looks exactly like the X-Net desk toy we saw in Rush's
      cubicle.

                              KROD
                   Yow. I get tired just watching these
                   dudes.

      Rush sees:    Compilers try to fit the square inside the
      pyramid.

                               RUSH
                   Just for laughs, try putting the
                   circle on top of the pyramid.

                                CODE MONKS
                       (unison)
                   That's incongruous.

                               RUSH
                   If I'm wrong, ding me.

                               FLYNN
                   What have we got to lose?    Try it.

      Code Monkeys place the square on top of the pyramid.

  
                                       83

108   CONTINUED:    (2)

      Bingo.

      Square spins into a circle, latches and LIGHTS the entire
      Hologon lattice. Intricate 3D code patterns ANIMATES.

                                FLYNN
                   Not bad.

                               KROD
                   Good thing you didn't terminate us.

                                RUSH
                   How do we use this thing to shut
                   down Plexor?

                               FLYNN
                       (picks up hologon)
                   It's a copy of Plexor's master key.
                   We can break into any X-Net facility
                   and fry the power supply.

                               RUSH
                   But once Plexor knows we have it,
                   he'll change the code.

                                FLYNN
                   Yep.   We've got one shot.

                               RUSH
                   Then we should take out the power
                   supply to Plexor's main server.

                              GROUP
                   Yes! Take out Plexor's central
                   server!

                               FLYNN
                   Hang on, guys, that's not as easy as
                   it sounds -

                               RUSH
                   I was inside the main server, I saw
                   how it's laid out.

                               KROD
                   I used to work there!   I'll recognize
                   where everything is!

                               CODE MONK N1J
                   We can take it!

                               CODE MONK J2R
                   Hit Plexor where he lives!



                                                  (CONTINUED)
                                         84

108   CONTINUED:    (3)

                               FLYNN
                   Even with this key, it won't -

                               QUANTZ
                   We can pull it off, can't we Flynn?
                   One final assault on Plexor's central
                   server?

                               BOOLE
                   Shut him down forever?

      All eyes on Flynn.    Rush's naivete has ignited false hope in
      the Fighters.

                               RUSH
                   Of course we can.

      Flynn forces a smile.

                               FLYNN
                   Hey, the future depends on us.    How
                   could we fail?


109   INT.   ENCOM ADVANCED RESEARCH LAB - MOMENTS LATER

      Sinclair comes off the secured elevator, finds Meg and Dewey
      at work on Quantum Digitizer.

                               MEG
                   It's almost fixed. I'll be able to
                   bring back Rush soon -

                               SINCLAIR
                   Excellent work. Unfortunately, I'm
                   shutting down this project.

                               MEG
                   What?

                               SINCLAIR
                   Something came up. The company is
                   at stake. I can't go into details.

                               MEG
                   But Rush would have no way to return!

                                SINCLAIR
                   Meg. I will never hold you
                   responsible. This is a tough call,
                   but it's mine. Dismantle and destroy
                   all of this equipment and software.
                   Immediately.




                                          85

109   CONTINUED:

                                MEG
                   Well -

                                SINCLAIR
                   Meg...   I'm not asking.

                               MEG
                   I understand.

      He shoots a look and exits.


110   EXT.   CYBERSPACE - X-NET OPTIK HIGHWAY OVER DARK ZONE

      Compiler Crews work at megahertz speed. OPTIK HIGHWAYS extend
      and converge. Switching stations assemble. Crews shift to
      new assignments.

      Pull wide to see dismal ground below.    Dark zone, emitting
      woeful blips of random energy.

      Pillars descend from X-Net crews above and SMASH into the
      old silicon, planting themselves deep and impervious.

      Rush stands on a vista point, aghast as X-Net construction
      dominates the landscape.

                               FLYNN
                   It's a bummer being on the losing
                   team, huh Rush?

      Flynn sits nearby, trying to patch his corrupted leg.

                               RUSH
                   We'll trash X-Net. Then we'll go
                   back to the our world and expose
                   what Sinclair's done.

      He looks at Krod, Boole, Quantz and Code Monkeys in the
      distance, preparing for battle.

                               RUSH
                   Do they have any idea our world
                   exists? Do they understand what a
                   User is?

                               FLYNN
                   Programs once connected freely with
                   their Users. But Plexor shut down
                   the I/O ports, severing all links.
                   He controls all contact with the
                   world we once knew. Programs operate
                   on his instructions or none at all.



                                                 (CONTINUED)
                                       86

110   CONTINUED:

                                RUSH
                   Or yours.

                               FLYNN
                   It's nothing to brag about.    We're
                   getting our butts kicked.

                               RUSH
                   It there a way to contact Meg? She
                   can transport us back to our world.
                   Maybe it's better if we fight Sinclair
                   on his own turf.

      Flynn lays a somber gaze on his eager Fighters.

                               FLYNN
                   I gave up the idea of going back a
                   long time ago... You should too.

                               RUSH
                   What do you mean?

                               FLYNN
                   Sinclair didn't get where he is by
                   being dumb. Even if we survive
                   Plexor's forces in here, Sinclair
                   will make sure we never get back
                   home.

                                RUSH
                   But...   Meg said -

                               FLYNN
                   I'm sure she'll do everything she
                   can. It might not be enough.

      Flynn removes a cover-plate from his leg, trying to hide the
      damage from Rush. Suspicious, Rush pulls the plate aside.

                                RUSH
                   Oh, man.

      Flynn's data corruption has worsened. His leg throbs with
      the drab glow of irreversible MEMORY DRAIN.

                               RUSH
                   Why didn't you tell anyone it was
                   this bad?

      Flynn looks at his leg.     Then at Rush.

                               FLYNN
                   Rush. I think Meg suspects the truth
                   about Sinclair.
                               (MORE)

                                                   (CONTINUED)
                                    87

110   CONTINUED:    (2)

                               FLYNN (CONT'D)
                   That's why she sent you here. She
                   knew you're the one guy who could
                   find out.

                               RUSH
                   I thought she hated me.

                               FLYNN
                   She believed in you more than you
                   believed in yourself.

      It sinks in.    Wow.

                               RUSH
                   Do we really have a shot at winning
                   against Plexor?

                               FLYNN
                   We have his master key. And we have
                   Mega working on the inside.

                               RUSH
                   Mega... Are you sure about her? I
                   get the feeling she plays both sides.

                               FLYNN
                   Plexor programmed her to perform his
                   will. He's a control freak. I'm
                   not. I programmed her to have a
                   will of her own. Whatever she
                   decides, it's up to her.

                               RUSH
                   Sounds dangerous.

                                FLYNN
                   Sometimes you've got to trust the
                   bigger plan.

      Krod and Fighters approach.

                               CODE MONK J2R
                   Ready to rock and roll.

                               FLYNN
                   Guys... Rush is right about our
                   final attack. If we've only got one
                   shot, we should go for Plexor's
                   central server. If we insert the
                   hologon key in the main power supply,
                   we can trigger a meltdown. Plexor
                   will be have his best troops standing
                   in our way.
                               (MORE)

                                                 (CONTINUED)
                                          88

110   CONTINUED:    (3)

                               FLYNN (CONT'D)
                   Getting past them was the ultimate
                   task I programmed Tron to carry out.

      He takes up Tron's dark disk.

                               FLYNN
                   I turbo-charged him to burn hot and
                   burn fast. Who else could handle
                   the operating code in this disk?

      He extends the disk to Rush.

                               FLYNN
                   You.

                               RUSH
                   Uhhh, I don't think so.

                               BOOLE
                   It could mean the difference between
                   winning and losing.

                               KROD
                   Hey, I'll try.

      Rush holds off Krod, takes the disk.

                               RUSH
                   What do I do - ?

      Waves of Rush's DATA ENERGY surge into disk circuitry.

                               RUSH
                   Yow!

      He buckles and shakes.    Hands zapping.    Knees trembling.

                                FLYNN
                   Steady. It's all about giving as
                   much as you get. Let it become a
                   part of you.

      Rush clenches teeth, concentrates.     Grips the disk.

      Energy surges back and forth, up Rush's arms, around the
      disk. He holds tight, ready to scream -

                               KROD
                   Awesome, dude! Don't let go!

      Fighters are amazed, as TRON'S DISK POWERS UP -

      And RUSH'S body circuits DAZZLE in the ruby circuitry patterns
      of TRON.

                                                   (CONTINUED)
                                            89

110   CONTINUED:    (4)

                                 KROD
                   HE DID IT!

                               FLYNN
                   Damn, look at that...     He did it.

      Rush looks at his arms, astounded. His circuitry strobes in
      hues of brilliant red. Disk animates and unfolds, revealing
      infinite surface variations.

      Rush feels new power surging inside his body. His eyes
      harden, keen like Tron's. Rush LEAPS BACKWARD, goes airborne,
      lands on a ledge high above. Amazing balance.

                                KROD & FIGHTERS
                   YES!   Excellent move, dude!

                                 RUSH
                   It feels...    Awesome.

      Rush's voice is a little deeper, with a digital edge.       It
      surprises him.

      He cocks his disk and THROWS.

      Disk rockets across the landscape, a mile away and STRIKES
      an X-NET SURVEY POST, blasting it to bits. Disk arcs high,
      shoots back toward Rush.

      Rush looks worried for a second, ready to duck -

                               FLYNN
                   Don't flinch, Rush!   It's your disk
                   now.

      Disk snaps back into Rush's hand, painlessly.       Throbbing
      with energy.

                               RUSH
                   Oh man, this is good.

      Rush pulls a new LIGHT WAND from a thigh bracket. It extends
      into a hundred-foot vaulting pole. Rush VAULTS across the
      canyon, lands with precision. Light pole retracts into the
      wand in a nanosecond.

                                KROD
                   Awwwww!   Where can I get one of those?

      Another two vaults and a leap - Rush tosses his disk into a
      spiral, steps off it mid-air (like stairs), and lands
      perfectly - rejoining the group.

      Cheers from Krod, Quantz, Boole and Code Monkeys.       Flynn
      shakes Rush's hand - energy surges between them.


                                           90

110   CONTINUED:    (5)

                               BOOLE
                   It's for real, Quantz.

                               QUANTZ
                   We've got a chance to take down
                   Plexor.


111   INT.   X-NET CENTRAL SERVER - MAIN HALL

      Plexor reviews a line of elite X-Takks. All are decked in
      thick battle gear, gripping an array of menacing ultra-tech
      weapons.

                               PLEXOR
                   Perfect. Any three of you could
                   crash an army of Flynn's best. But
                   I've prepare for his random acts by
                   designing massive redundancy.

      Widen to reveal:

      BATTALION of X-Takks, lined in precise rows, filling the
      vast hall. Since Adolf Hitler, no one has displayed such an
      awesome military machine.


112   INT.   PLEXOR'S INNER SANCTUM

      Mega sneaks in, alone. She pulls her disk off her back and
      raises it above her head. Data energizes around her. She
      clenches hard, trying to make the connection.

      A RUBY BEAM converges off her disk, reaching skyward.


113   INT.   REAL WORLD - ENCOM ADVANCED RESEARCH LAB - NIGHT

      Meg and Dewey work to dismantle the lab.

      Meg walks past, stops. Comes back.      Reads fresh text on a
      computer screen: DOES MEG EXIST?

                                MEG
                   Dewey.   This your idea of a joke?


114   INT.   CYBERSPACE - X-NET CENTRAL SERVER - MAIN HALL

                               PLEXOR
                   Cybavor programming complete?

                                X-NET SPECIALIST
                   Yes.


                                                   (CONTINUED)
                                        91

114   CONTINUED:

                                  PLEXOR
                   Demonstrate.

      X-Net Specialists drops the sides on a cubic cage.

      A frozen dog-like CYBAVOR CREATURE stands like a statue.

      Plexor nods.    X-Net Specialist activates.

      Cybavor comes alive.     Circuits RAGING.    Eyes pulsing.

      Plexor summons an X-Net Worker Drone.

                               PLEXOR
                   Install yourself over there.

      Worker Drone does as he's told.       He freezes in place.

                                  PLEXOR
                   Attack!

      Cybavor leaps like a hyena, bounds the length of the hall.
      DIVES at the Worker Drone...

      And DEVOURS HIM mercilessly.

      Energy sparks fly, circuits zap, as the Cybavor digest the
      energy, GROWS LARGER, then SPLITS DOWN THE MIDDLE (like DNA),
      then regrows the missing halves.

      Now the Cybavor is a PAIR of nasty, snarling Cybavors.

                                  PLEXOR
                   End routine.

      Cybavors sit.

                                  PLEXOR
                   Elegant.

      Surveying his perfect defenses, he notices one thing missing.

                               PLEXOR
                   Where is Mega?

                               X-NET SECURITY LEADER
                   Only you are authorized to monitor
                   her coordinates.

                               PLEXOR
                   Download forces. Await my command.

                                  X-NET SECURITY LEADER
                   Download!



                                             92

114   CONTINUED:    (2)

      X-Takks file out in perfect lines, turn perfect corners,
      dispersing into the compound. Each one moves in exactly the
      same way.

      Plexor turns sharply to exit, encountering...      Mega.    Standing
      there obediently.


115   EXT.   X-NET CENTRAL SERVER

      On the fortress perimeter, X-Takks stand watch at the base
      of a deep security moat.

      They turn, eyes scanning. Behind them, a LIGHT POLE extends
      into the canyon, then swings across.

      It's "tronified" Rush, using his vaulting pole to ferry
      Fighters across the moat edges.

      He returns to the far side, landing momentarily on a lone
      central pinnacle to make the distance.

      Rush vaults back to gather Krod, who's the last to cross.

                               RUSH
                   Don't take this the wrong way.

                               KROD
                   Don't drop me.

      He hugs Krod and vaults them across.    Krod clings and
      struggles, then YELPS -

      X-Takks hear and scan the pinnacle and moat edges.

      On top of the pinnacle, Rush and Krod hunker.      Flynn signals
      from the far side "stay down!"

      X-Takks patrol below, pausing to gaze up.

      Atop the pinnacle, Krod's circuits energy-zap with fear.
      Rush holds him down.

      At last, X-Takks move on.

      Rush extends his light pole to the moat floor - vaults to
      the far side with Krod.

      Krod stabilizes, looks around.

                               KROD
                   Yeah, I recognize this place.    I
                   know where everything is!




                                             93

115   CONTINUED:

      He heads off, encounters a dead end.       Quantz pulls him the
      right way.


116   EXT.   DATA NEXUS / CENTRAL SERVER PERIPHERY

      Boole and Code Monk B3t help Flynn to a secluded data buffer.

                               FLYNN
                   Rush, up there. See it?

      Rush leaps to a high circuitry nexus.

                               RUSH
                   I hope you're right about Mega.

      Rush touches circuitry, energizing it with data.

      Mega's image appears in circuitry energy patterns.

                                  MEGA
                   You.     Where is Flynn?

                               RUSH
                   We're all here.

                               MEGA
                   I arranged for your entry. An
                   encryption portal has been left
                   unlocked. Path 4786324BXY. Do you
                   know the way?

      Rush looks down to Code Monk J2r.       He gives a high sign.


117   INT.   X-NET CENTRAL SERVER / CIRCUITRY

      Mega watches glowing circuity image of Rush.

                                  RUSH
                   We got it.

                                  MEGA
                   Hurry.

      She deactivates.       Rush's image vanishes.

      Mega thinks for a moment - we're not sure what - then walks
      around a corner.

      Bumps smack into:

      Plexor.

      Flanked by his two snarling Cybavors.

  
                                         94

117   CONTINUED:

                               PLEXOR
                   You contacted them.

                                   MEGA
                   Yes.

                                   PLEXOR
                   And?

                               MEGA
                   I gave them the portal address.
                   They will attempt entry soon.

                                 PLEXOR
                   Perfect.    We will be waiting.


118   EXT.   X-NET CENTRAL SERVER

      Patrols of X-Takks pass.

      Rush leaps to a vantage point them. Scouts a route, signals
      Flynn, Krod, Boole, Quantz and the Code Monkeys.

      Fighter team scales a narrow ledge near the BLAZING FIREWALL.
      It's like a sheet of molten lead, pouring endlessly before
      them. A lethal barrier.

                               FLYNN
                   This is all yours, Rush.

      Rush pulls his disk, holds it over his head and steps under
      the molten data flow. He struggles against raw power, disk
      HEATS UP WHITE, splashing aside the molten data.

                                   FLYNN
                   Go!    Quick!

      Code Monkeys, Flynn and Krod, Quantz and Boole dive between
      Rush's legs, emerging on the other side. Barrier overcome.

      Rush leaps out of the firewall, clutching his white-hot disk.

                               RUSH
                   No sweat.
                       (to himself)
                   OUCH.

                               CODE MONK N1J
                   That way to the portal!

                                   RUSH
                   Let's do it.



 
                                                 95

118   CONTINUED:

      They head for the fortress along a surreptitious route,
      avoiding X-Takk patrols.


119   INT.   X-NET CENTRAL SERVER

      Plexor - with Mega and the Cybavors two paces behind - leads
      an army of X-Takks.

      A Cybavor growls at Mega.          She growls back.

                                  MEGA
                   There it is.     That's the portal.

      Plexor masses his forces around a closed ENCRYPTION PORTAL.
      It is a dark semispheric aperture, left unlocked (but closed).

                                PLEXOR
                   Converge on all levels! Outside
                   patrols close in behind these
                   coordinates!

      X-Takks come from all directions, all levels.


120   EXT.   X-NET CENTRAL SERVER

      Flynn pauses to see X-Net Patrols in motion, across bridges,
      through tunnels. All around.

                               FLYNN
                   Something's up.

                                  RUSH
                   Keep moving.

      They come to a dark encryption portal, seen from their
      exterior view.

                               BOOLE
                   Portal 4786324BXY.       This is it.

      Flynn withdraws the HOLOGON.

                               FLYNN
                   The sooner Rush gets this into the
                   main power supply, the sooner X-Net
                   shuts down. And the more of us come
                   out of here to tell about it.

      Rush takes the hologon, stows it.

      Pumped looks between Code Monkeys, Boole and Quantz.           Krod
      trembles.


   
                                             96

120   CONTINUED:

                               KROD
                   Oh man, I think I'm leaking.

                                RUSH
                   Krod.   You'll do great.

                                  KROD
                   Think so?

                               RUSH
                   Your recognize patterns better than
                   any of us. You'll know Plexor's
                   moves before he does.

                               KROD
                   I hope you're right...     Rush?

                                  RUSH
                   Yeah man?

                                KROD
                   Are you really a "User"? Is there
                   such a thing? Is that what makes
                   you so good?

      All Programs hang on Rush's answer.         Flynn too.

                               RUSH
                   Flynn and I come from a realm no
                   better or worse than here... One
                   thing I know, neither place works
                   unless you're looking out for the
                   other guy. And we've got a word for
                   what all of you are.

                                  BOOLE
                   Obsolete?

                                  RUSH
                   Heroes.

                                  KROD
                   Cool.

                                  CODE MONK B3T
                   I'm ready.

                                  QUANTZ
                   Let's do it.

      Fighters hustle under the shadow of the portal...        Approaching
      the closed semispheric aperture.
                                           97




121   INT.   X-NET CENTRAL SERVER

      X-Takks stand thick, weapons pointed at the closed aperture.

      Plexor marks time.    Cybavors poise to attack.

      Mega, emotions rising, takes a step back.


122   EXT.   DARK PORTAL

      Flynn falters on his wounded leg.     Fighters steady him.

      Rush steps forward, places a hand on the semispheric aperture.
      Mechanism activates.


123   INT.   PORTAL

      Plexor tenses, eager for the slaughter.

      X-Takks cock weapons, take careful aim.


124   INT.   DARK PORTAL

      Flynn, Code Monkeys, Quantz, Boole, Krod...       Gathering near
      Rush -

      PORTAL OPENS AROUND THEM, revealing a stunning view of:

      The inside of the fortress...

      Not an X-Takk in sight.

                             KROD
                 Nothing to it.

      Rush leads group inside.


125   INT.   "EXECUTION PORTAL"

      Plexor grows impatient.     Senses trouble.

                              PLEXOR
                 OPEN IT!   OPEN FIRE!

      X-Net Specialist activates portal.     Semispheric aperture
      irises open to reveal:

      X-Takk Patrol.   Charging in from outside.

      No fighters in sight.


                                       98

125   CONTINUED:

      Inside-X-Takks and outside-X-Takks take orders literally:

      They FIRE at EACH OTHER.      Many crash, zap and fizzle.

      Cybavors leap in, devouring corrupted X-Takks. The two
      Cybavors use energy "food" to bifurcate into FOUR.

                                 PLEXOR
                   CEASE FIRE!

      They do so, instantly.

      Plexor fumes.

                               PLEXOR
                   You've been tricked!

      He spins to find Mega gone.

                               PLEXOR
                   Mega has betrayed me for the last
                   time! She is with the fighters!
                   Find them! CRASH THEM ALL!


126   INT.   X-NET CENTRAL SERVER

      Mega RUNS from the scene. Around a corner, she collides
      with Rush, Flynn, Krod & Fighters. Breathless:

                                MEGA
                   Flynn!   Keep moving!    This way!

                               FLYNN
                   I'm proud of you, Mega.

                               MEGA
                   I linked with MEG.     Users exist.
                   She instructed me.

                                 RUSH
                   Go, Meg!

      She glances over the new "tronified" Rush. Despite herself,
      she's impressed. But there's no time for talk.

                               RUSH
                   Which way to the power supply?!

                               KROD
                       (scanning)
                   Ummmm... That way!





                                           99

126   CONTINUED:

      Rush leaps to a high ledge to confirm: Massive throbbing
      power supply CORE CUBE lies at the center of the fortress's
      concentric squares. High sign to Krod.

                               TRON
                   You're right! There it is!

                               KROD
                   And here they come!

      Rumble precedes:    ARMY of X-Takks, coming to get them.

                               CODE MONK J2R
                   Break out the toys!

      X-Takks are upon them, and the battle is joined.

      X-Net disks fly by the hundreds.

      Krod and Code Monkeys fire a SQRAM projectile, which opens
      mid-air into a super-wide circular magnetic field "net".

      SQRAM field sucks in X-Net disk and zaps them to ash.

      X-Takks charge.

      Rush flips down from above, throws tron-disk -

      Disk ricochets of ten X-Takks, mows them down.

      Rush retrieves his disk, lands near Krod and Fighters.

                               RUSH
                   Block this choke point, slow them
                   down. Can you guys do it?

                               QUANTZ
                   Not a problem.

      He throws his disk behind his back, takes out an approaching
      X-Net goon.

      Rush hurries away with Mega and Flynn.

      Krod, Quantz, Boole and Code Monkeys are besieged by a hundred
      X-Takks.

                              KROD
                   Whoa! Retreat! That way!     Keep
                   firing! RUN! AHHH!

      Plexor enters the battle arena with his four CYBAVORS.     He
      scans keenly, then heads off another direction.
                                            100




127   INT.   X-NET GANTRY / MAIN POWER SUPPLY

      Flynn hobbles, helped by Mega.     Rush leads them around a
      corner, in sight of:

      MAIN POWER SUPPLY.     Massive reactive CORE CONTAINMENT CUBE.

      Rush comes to the edge of a deep, narrow moat. Bottom is      a
      channel of ROILING, MOLTEN CHROMATIC DATA. No bridges.

                             RUSH
                 We have to get across.

      RAAAA!!!

      Six X-Takks are upon them, disks flying, NegaByte eraser
      beams swinging.

      Flynn Takes a hit in the chest.

                                FLYNN
                 ARRGGHH!

      Rush and Mega dodge, fling their disks with lethal accuracy -

      X-Takks crash and fall, tumbling into the moat abyss, flashing
      as they hit the molten bottom.


128   INT.   X-NET CENTRAL SERVER CORRIDORS

      Krod, Boole and Quantz bait a phalanx of X-Takks, Code Monkeys
      spring a DEGAUSSING CHARGE, which cuts off a column at the
      base. Column tumbles, crashing X-Takks, blocking the way.

      High fives among Krod and Fighters.

      One Small X-Takk breaks through, ZAPPING through the air,
      reforming, ZAPPING CLOSER.

      Fighters turn to blast him.

      But Krod recognizes the pattern:

                                KROD
                 Wait!     I know that dude!

      Quantz stuns an X-Takk Soldier - Code Monkeys hack his X-Net
      Armor. Armor powers down, revealing:

                                KROD
                 I-beem!

      I-beem shakes off his brainwashing.

                                                  (CONTINUED)
                                        101

128   CONTINUED:

                               I-BEEM
                   Krod my friend! Who are these guys?!

                               KROD
                   We're taking out Plexor.    You with
                   us or them?

      X-Takks attack the group, including I-beem.

      I-beem zaps away, reappearing next to an X-Takk. He steals
      the X-Takk's NEGABYTE BLASTER and mows down three X-Takks,
      saving trapped Boole.

                                I-BEEM
                   With you!

      I-beem joins Fighters as they press deeper, engaging the
      next X-Takk onslaught.


129   INT.   X-NET POWER SUPPLY OUTER GANTRY - CONTINUOUS

      Rush and Mega haul Flynn along a narrow ledge.

                                FLYNN
                   There.   You can make it across!

      He points to a thin ledge on the other side, far below.

      Rush extends his Light Pole to the ledge, moves to gather
      Flynn for a vault-crossing.

                               FLYNN
                   No, take Mega! I'll stay here and
                   run interference.

                               RUSH
                   You haven't got a chance by yourself.

                               FLYNN
                   Ah, these guys are wimps.

      It's bravado: They know his odds are dismal. Flynn slumps
      into an alcove, which is only big enough for him. He pulls
      a supply of SPIKED MINI-DISKS, ready to defend himself.

                               MEGA
                   We're not leaving you.

                               FLYNN
                   My body is weak, but my will is
                   strong. I promise, no matter what
                   they do to me, I'll survive this.
                   Trust the bigger plan.


                                                   (CONTINUED)
                                              102

129   CONTINUED:

      He's fading fast.

                                 MEGA
                   But Flynn -

      X-Takks attack along the ledge.

                                 FLYNN
                   GO!   NOW!

      Rush throws his arm around Mega and VAULTS across the moat,
      landing on the far side - gaining a slim foot-hold below a
      core ENTRY POINT.

      Flynn chooses his moment, leans out and throws. His mini
      disks take out X-Takks on the ledge. Their bodies tumble
      into the moat, flashing as they hit.

      Flynn spins, the wall behind him opens.       At the end of a
      square corridor stands:

      PLEXOR.   Flanked by his four snarling Cybavor beasts.

                                PLEXOR
                   Flynn. Your moment of obsolescence
                   is upon you.

      Across the moat, Rush and Mega climb to the entry point.

      Flynn plays for time, stalling Plexor so he doesn't catch
      sight of them.

                               FLYNN
                   Freedom, Plexor. It's the better
                   idea. That's why Mega chose my side.

                               PLEXOR
                   If an idea is erased from all memory
                   banks, it can be neither good nor
                   bad. When each alternative has been
                   removed, X-Net will simply BE.

      With a hand signal, he commands his Cybavors.         They raise
      up, poised to attack Flynn.

                               FLYNN
                   Crash me. Hack me. Do what you
                   want. The yearning for freedom will
                   last forever.

                               PLEXOR
                   Nice speech... USER!

      He flicks a finger.       Cybavors gallop at Flynn.
                                           103




130   EXT.   MAIN POWER SUPPLY CORE - LEDGE

      Rush and Mega gain footing at the entry point.      They turn at
      the sound of DIGITAL SNARLING.

      Across the moat, a gut-wrenching sight:

      All four Cybavors pounce on Flynn, hurling him off the ledge,
      mauling him as they go down, dividing into eight - Plummeting
      toward the MOLTEN DATA far below.

      Plexor steps out of his corridor, relishing the view:      Remains
      of fallen bodies FLASH into the inferno.

                               MEGA
                 Noooooo!!!

      Plexor sees Mega and Rush on the other side.

                               PLEXOR
                 Over there!    Surround them!

      Bridges instantly extend from outer square to CORE CUBE.

      X-Takks stream across, firing -


131   INT.   POWER SUPPLY CORE CUBE

      Rush and Mega duck inside entry point, pelted by disks.

      Before them: A vast, brilliant, energized LATTICE. Power
      surges in rings, drawing down huge columns. Every piece of
      geometry is based on perfect squares, made of mirror-finished
      rare earth elements.

      Rush pulls the HOLOGON KEY into view. Facets resonate with
      energy patterns like those in the core.

                             RUSH
                 We plug this into the control cell,
                 X-Net is history.

                             MEGA
                 Let's do it for Flynn.

      They share a heartbeat of solidarity.      Rivalry gone.

      X-Takks stream in, firing.

      Rush and Mega charge the center, throwing disks, fighting
      back-to-back.



                                                   (CONTINUED)
                                           104

131   CONTINUED:

      Problem is, ENERGY RINGS move continuously down the columns -
      and the columns are spaced close - leaving just enough time
      between ring-passes to jump through.

                                  RUSH
                   NOW!

      He and Mega JUMP, nearly raked by down-flowing ENERGY RINGS.

      X-Takks fire NEGABYTE BLASTERS - but many of the beams are
      caught in the energy flow and sucked away. That's how intense
      this place is.

      X-Takk Soldier is grazed, stumbles into ENERGY COLUMN. RING
      rakes down and ZAPS him nasty - reducing him to bits, sucking
      his energy to the levels below.

      Rush and Mega encounter oncoming X-Takks - they must split
      up. They fling disks, taking out X-Takks, dodging fire -
      working their way deeper.

      Meg and Rush throw their disks simultaneously.     Both disks
      score hits, then arc to return.

      Rush and Mega catch each other's disk. They each look at
      the strange disks - it's just not the same. The do a quick
      swap and keep fighting.

                                  MEGA
                   Over there!

      The CONTROL CELL.    Dead center.


132   INT.   CONTROL CELL CHAMBER

      Rush and Mega battle off three X-Takks - the way is clear.

      Rush leaps, crashes planes of silicon.     Stows his disk, pulls
      out the HOLOGON.

      Spots the control cell's key receptacle - SHAPES MATCH.

      Rush moves to insert the hologon.

      A DISK STRIKES his arm - HOLOGON flies wild.

                                  RUSH
                   AAARRGGGHHH!

      PLEXOR drops from above, riding an OPTIK SHAFT.

                               PLEXOR
                   Where did you get that?!   No one
                   knows this code but me!

                                                  (CONTINUED)
                                         105

132   CONTINUED:

                               RUSH
                   Your software has the biggest flaw
                   there is, Plexor. You can't see you
                   own mistakes.

      Plexor snatches his Death-disk, corners Rush for the kill.

      Mega's disk crashes silicon, comes at Plexor - But his
      defense field repels it. He slams it aside and it's raked
      away by downward flowing energy rings.

      Rush DIVES at PLEXOR. He's like a statue. But this time
      RUSH holds him and infuses tron-energy, breaking down Plexor's
      defense field, eating into his body circuits. It's fractal
      zapping fireworks - evenly matched foes battling face-to-
      face.

                                 RUSH
                   Do it Mega!

      Mega scoops HOLOGON off floor, makes for CONTROL CELL -

      Plexor's hand shoots out, GRABS HER, stops her like iron.

      Plexor exerts his power, holds Rush and Mega by the throats
      with his two hands, backing them toward a surface ripping
      with HOT ENERGY RINGS.

      Rush and Mega struggle, an inch from death -

      ZAAAAAA -

      Plexor stops, annoyed.      Turns and sees:

      Krod, Fighters and I-beem have arrived, firing blasters at
      Plexor's SPINAL NEXUS. It hardly makes a dent, but it creates
      a fleeting opportunity for Rush -

      Rush ducks forward, SHOOTS his disk off his back, smacking
      Plexor in the throat. Mega falls clear -

      Rush hurls Plexor against energy rings - Energy rakes down
      his body, but he fights the effects an DOES NOT MELT DOWN.
      He step away, shakes off the damage, retrieves his disk into
      a hand.

      Mega snags the hologon -

                                 MEGA
                   RUSH!

      She tosses it to Rush, who's already airborne -

      Rush catches hologon, sails to the control unit -



                                            106

132   CONTINUED:    (2)

      Jams hologon into its receptacle.

      Plexor cocks his death disk, EYES FLASH ELECTRO-PSYCHOSIS -

      Hologon REACTS with CENTRAL CELL -

      Shockwaves RADIATE -

      Energy rings go dim, then dark -

      Silicon shatters to ash -

      X-Takks power down. X-Net armor de-rezzes, leaving innocent
      civilian Programs. They shake off the mind-control and rise
      unshackled.

      And Plexor, like all things X-Net, chatters and glitches.
      His code erodes, his bits darken, the fiber of his being
      erodes from inside.

                               MEGA
                   Now who's obsolete?

      Rush executes a final leap, extending his feet for the final
      blow, straight at Plexor - CRASH - shattering him to bits.

      Rush finally breathes.       Sees I-beem, Krod, Quantz, Boole,
      Code Monkeys.

                                  RUSH
                   Thanks guys.

                               KROD
                   I'll never let you forget it.

      Boole tosses Rush his tron-disk.


133   EXT.   CYBERSPACE VISTA POINT

      Rush, Mega, Krod, I-beem, Fighters and liberated Programs
      stow disks and step to a high vantage point.

      Before them expands a vista of cyberspace.

      Power-down of X-Net radiates in all directions, leaving
      everything else intact. Beautiful, exotic old data networks
      instantly begin to regenerate into the open space.

                                  MEGA
                   We're free.     At last we're free.
                                          107




134   EXT.   X-NET GRAND OPENING CEREMONY - MORNING

      Sinclair commands the podium:

                             SINCLAIR
                 In a world exposed to increasing
                 data corruption, I hereby switch on
                 the first global network offering
                 100% guaranteed data security.
                 Flawless performance, zero downtime.
                 The world works hard, the world
                 deserves...

      He throws a switch. HUGE monitors blaze with X-Net logos
      and graphic portals. Countdown 3,2,1...

                              SINCLAIR
                 X-NET!

      CROWD CHEERS.   MEDIA BUZZES...

      X-Net instantly CRASHES.    All screens jam, glitch and DIE.

      Crowd is stunned.    Sinclair is mortified.


135   EXT.   CYBERSPACE VISTA POINT

      Krod, I-beem, Boole, Quantz and Code Monkeys CHEER.

      Mega embraces Rush.    Energy sizzles between them.

                             MEGA
                 I underestimated you.   Thanks.

      She presses her lips to his.    It's electric.

                             KROD
                     (to I-beem)
                 You knew she always liked him.

                             CODE MONK B3T
                 Is she pinging his EPROM?

                             CODE MONK J2R
                 I can't see from here.

      But out of triumph, a sudden concern -

      Rush's body shoots DATA ENERGY into Mega, into ground
      circuits... Lightshow overload intensifies and spreads.
      Mega backs away in pain.




                                               108

135   CONTINUED:

                               RUSH
                   Whoa, ouch, what?       Ahhhhh!

                               MEGA
                   Rush, what is it?

      Rush's body DRAINS AWAY into the energized circuitry.

                                   RUSH
                   Guys!   Mega!     NOOO!

      He reaches a hand to Mega.          PAIN ENERGY ZAPS her, but she
      clasps his hand anyway...

                                   KROD
                   Help him!

      Code Monkeys attempt desperate measures, but soon it's over.

      Bits of Rush dissipate into surrounding circuitry, then BEAM
      SKYWARD in blazing curtain, like a quantum aurora borealis.

      Mega is left with a handful of nothing.

                               QUANTZ
                   It's the way it should be.

                              BOOLE
                   He's going back to the place he
                   belongs.


136   EXT.   CYBERSPACE TRANSITION

      Rush's energy body hurls across cyberspace.

      Bits streak, light bends -


137   INT.   ENCOM ADVANCED RESEARCH LAB - NIGHT

      Rush materializes in the target chair.          Human flesh, real
      clothes. Same as the moment he left.

      He bolts up, realizes where he is.          Looks at his hands.
      Sees Jo-jo the rat staring at him.

      Meg and Dewey hurry over to unstrap Rush.          Meg holds his
      hands, checks the integrity of his body.

                                MEG
                   Rush.   You made it!




   
                                        109

137   CONTINUED:

                               RUSH
                   Like a bad cold, I'm always coming
                   back.

                                 VOICES
                   He made it!    Rush! You okay?!

      Rush looks around. Miles ("Krod") and a group of oddly-
      familiar Co-WORKERS. People who look just like I-beem,
      Quantz, Boole and the Code Monkeys.

                               RUSH
                       (double-takes on Meg)
                   I met a program you wrote. She's
                   just as incredibly beautiful and
                   confusing as you.

                               MEG
                   I know. Mega told me all about what
                   you did in there.

                               RUSH
                   She gave you my coordinates.     That's
                   how you uploaded me?

                                MEG
                   Yes.   Your coordinates...     and his.

      They look across the room.

      At the control console stands a MAN with his back to us.
      He's curiously examining Meg's equipment.

                               THE GUY
                   She's done an amazing job here, Rush.

      He turns.    It's FLYNN.    In the flesh.    Leg healed.

                                 RUSH
                   Flynn!

                               FLYNN
                   I told you to trust the bigger plan.

                               MEG
                   I'd come to suspect Flynn was alive,
                   inside. But I had no way to know
                   for sure.

                               FLYNN
                   You picked the right guy to send in.




 
                                       110

137   CONTINUED:    (2)

                               MEG
                   Working down here, I became convinced
                   someone tried to murder Flynn. But
                   the only person I could confide in
                   was the guy I suspected most.

      Elevator opens.

      Sinclair charges in, furious.    Trailed by SECURITY MEN.

                               SINCLAIR
                   What are you people doing down here!?!
                   Get back to work! X-Net has CRASHED!
                   We'll all be ruined!

                               FLYNN
                   Speak for yourself, Sinclair.

      Sinclair wheels to see Flynn: Alive, standing in front of
      him. Trapped by the ugly truth, Sinclair turns rage on Meg.

                               SINCLAIR
                   I ordered you to destroy this
                   equipment!

      Rush gets in Sinclair's face.

                               RUSH
                   Hey, jerk, she doesn't do your dirty
                   work. Neither do I. Not anymore.
                   You lied to me, to all of us. You
                   want to deal with somebody? I'm the
                   guy who crashed X-Net.

      Sinclair goes for Rush. Rush delivers a solid punch.
      Sinclair grabs his bloody nose.

                               SINCLAIR
                   You're fired, everybody get out.

                               FLYNN
                   No, Sinclair. I'm back. And I'm
                   the boss again. You're fired. Not
                   only are you fired, you're going to
                   have a lot of explaining to do to
                   the SEC, the Justice Department and
                   the FBI.
                       (to SECURITY MEN)
                   Hold him until the police get here.

                               SECURITY MAN 1
                   Yes Sir, Mr. Flynn.

      SECURITY MEN haul out Sinclair.


                                                   (CONTINUED)
                                  111

137   CONTINUED:    (3)

      Flynn addresses the group.

                               FLYNN
                   X-Net is dead. But Encom lives.
                   We're going to bring this company
                   back to its place as the leader in
                   finding the next big thing. I'll
                   need to be free to do the dreaming.
                   So, effective immediately, I'm
                   appointing two bold, bright,
                   courageous people to head worldwide
                   operations.

      He presents Rush and Meg.        They're stunned.

                               FLYNN
                   You both earned it.

                                RUSH
                   Cool.

                                MEG
                   I love it.

                               RUSH
                   We'll take it.
                       (to Miles - "Krod")
                   You get a division to run.

                                MILES
                   Yes.
                       (to Phlegman)
                   Does that mean a bigger cubicle?

      Cheers all around.    Flynn approaches Rush and Meg.

                               FLYNN
                   Put on some coffee. You two are
                   going to be putting in a lot of
                   overtime together.

      Meg turns to Rush.

                               MEG
                   Do you remember how, along time ago,
                   you used to give me a professional
                   congratulatory peck on the cheek?

      Rush goes for the lips.

                                  THE END

TRON: Legacy



Writers :   Richard Jefferies
Genres :   Action  Adventure  Sci-Fi


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