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T R O N 


Digitized by Guy G. Gordon
Special thanks to Bryan Duarte for the physical copy of the script

                                   T R O N

                         Based on the screenplay by

                    Steven Lisberger and Bonnie MacBird

                                  Prod. 0222

                                                  Fourth Draft Screenplay by
                                                  Charlie Haas
                                                  April 6, 1981
         BLACKNESS

    1    THE ELECTRONIC WORLD                                         1

         On one side of the screen, computer programming language is being
         printed, and we HEAR the sound of an electronic keyboard. In the
         center of the screen, glowing lines inscribe a rough computer
         simulation of a figure, in response to the programming. Gradually
         the figure is completed and refined, as we HEAR a resonant voice
         speaking.

                               VOICE
                    As astonishing advances in computer
                    science are made, artificial intelligence
                    programs are being designed to assist
                    us in every area of life...

         We see that the completed form is man-like, heroic and muscular,
         wearing a form of flexible armor. The face is calm, handsome and
         intelligent. As the voice continues, the form becomes rounded by
         the computer until it appears three dimensional and begins to rotate.

                               VOICE (CONT.)
                    In a world-wide network of electronics,
                    they travel through miles of circuitry
                    at the speed of light. We created them to
                    calculate and research, to help us design
                    and heal and think. With all that they can
                    do, are they only electrical impulses...
                    or are they a new form of life?

         The figure is rotated completely around, and as it comes back to face
         us, a glowing disk appears beside it; again in response to the
         programming printed out at the side of the screen. The disk moves
         towards the man-like figure and is rotated into position above it.
         As the voice reaches the final word, the disk is slammed into place
         on the back of the figure. There is an explosion of colored light,
         a resounding crash of MUSIC and the title appears across the top of
         the screen in huge letters.

                                    T R O N ! !

         The MUSIC CONTINUES as the glow fades and we SEE that the figure has
         become real, a living being, although filled with glowing light, as
         if it had an inner core of electricity.

         The following is a SERIES OF QUICK CUTS in MONTAGE STYLE as the
         OPENING TITLES ROLL. The montage takes place in two worlds, the
         ELECTRONIC WORLD and the REAL WORLD.


         The Electronic World is a mirror of our own, consisting of the
         electronic information in our computers, television sets and
         telecommunications network. It is peopled by computer programs,
         data, and the characters from countless video games. For the first
         time, we are seeing their world as it really is, rather than through
         the window of television screens.


                                                   CUT TO:


    2    CYCLE GAME                                                   2

         TWO OTHER ELECTRONIC FIGURES standing on a glowing grid against a
         dark background. Each holds a bar between his fists, and as a BUZZER
         SOUNDS, a glowing light cycle is inscribed around them, completely
         encasing them.


                                                   CUT TO:


    3    LONG SHOT                                                    3


         as the cycles take off. We see that each leaves a solidifying laser
         trail behind it. One turns abruptly, creating a wall in front of the
         other.


                                                   CUT TO:


    4    REAL WORLD                                                   4


         Screen of a video game, the Real World version of light cycles,
         as we see one of the lines smash into another and disappear.


    5    THE REAL WORLD                                               5


         We see teenagers, strangely lit from below with bluish light,
         their hands on electronic controls, levers, knobs. We HEAR
         electronic beeping and popping.


    6    ELECTRONIC WORLD                                             6


         Futuristic tanks bearing down on one another in a flat grid-like
         landscape. One FIRES, and the other disappears when it is hit, to
         reappear, spinning wildly, in the distance. We HEAR a sound
         like a crack of lightning.


    7    REAL WORLD                                                   7


         A video game in an arcade. On the screen is a typical version of
         Tank Wars with computer generated representations of tanks in a 2-D
         maze.


    8/9  OMITTED                                                      8/9


    10   ELECTRONIC WORLD                                             10

         Two other game warriors on the grid, this time throwing
         glowing disks at one another like frisbees. We see the
         one colored blue throw; his disk smashes into the second
         warrior, and he dissolves into thousands of glowing lines.


    11   REAL WORLD                                                   11


         A video game called "BERSERK," in which a human character'
         throws a glowing dot at monsters in a maze; we see a quick
         glimpse of the screen, then cut to a group of people staring
         down, LAUGHING.

    12   OMITTED                                                      12

    13   ELECTRONIC WORLD                                             13


         Another game in progress, from a LONG SHOT. A version of
         Jai Alai, in which the two players stand suspended in space
         on glowing colored rings, and throw a pellet of solid energy
         at each other.

    14   ANGLE ON ONE OF THE WARRIORS                                 14


         He is huge, evil looking. His body is enormous, his head
         mechanical. This is SARK. He glows ominously blue. He is catching
         the pellet thrown from his opponent who is much smaller, glowing
         yellow.


    15   CLOSE UP - FACE OF THE OPPONENT                              15

         fearful, nervous, poised on one ring.

    16   SARK                                                         16

         sneering, as he uses his electronic cesta to hurl the pellet
         back with violent force.

    16A  THE SMALLER WARRIOR                                          16A


         desperately trying to catch the pellet, but it smashes
         into the ring, which explodes into a million pieces. One
         last glimpse of the yellow warrior's tortured, desperate
         face as he falls to instant death.

    17   SARK                                                         17


         triumphant, LAUGHING. High above him, etched in enormous
         glowing computer printed 3-D block letters, are the words:

                        "WINNER:  BLUE - SARK!!"


                               BOY'S VOICE
                           (distant, echoing)
                    Aagh! God, Lisa, I almost had you that
                    time.


                                                   DISSOLVE TO:

    18   REAL WORLD - THE VIDEO ARCADE                                18


         We see two TEENAGERS playing a table model video game, where we
         can see the words: "Winner - Blue" printed. The game console is
         prominently marked with the letter logo of the manufacturer: "ICOM."


                               BOY


                    Lemme play you again?


                               TEENAGE GIRL
                            (holds out a hand)


                    Yeah, if you've got another quarter.


         FOCUS ON SCREEN, ZOOM IN SLIGHTLY AND


                                                   DISSOLVE TO:


     19  ELECTRONIC WORLD                                             19


         Sark is striding through a wide corridor where other tough
         looking blue warriors are lounging around, leaning against the
         walls, sitting on the floor against the wall. They look up as
         Sark comes in and one of them calls out:


                               WARRIOR 1


                    Sark, my man! You are hot!


                               WARRIOR 2
                    That knuckleball gets 'em every
                    time, boy...


         Sark and the other blue warriors LAUGH RAUCOUSLY, and Sark moves on.


                                                   CUT TO:


    20   THE BRIDGE OF THE AIRCRAFT CARRIER                           20


         overlooking the video game grid. We see Sark walking onto the bridge,
         removing his cesta and tossing it aside carelessly. A BUZZER is
         sounding. Sark plugs himself into the feet sockets with a SIGH of
         satisfaction.

         The buzzer stops and we see the holographic image of a
         cylinder forming around Sark, at first translucent and then
         solidifying so that we can't see through it, and Sark is
         hidden from view.


    21   INT. CYLINDER - SARK'S POV                                   21


         of this happening. We can see the inside surface of the cylinder
         ... a wavering image of a stretched out face, just features,
         appears superimposed on the cylinder. The face speaks.


                               VOICE (MCP)
                    You're getting brutal, Sark.
                    Brutal and needlessly sadistic.


         The feet sockets glow and we see Sark absorbing the energy like
         a drug addict, eyes glazed.


                               SARK
                    Thank. you, Master Control.


                               MCP
                    We might be capturing some military
                    programs soon... that interest you?


                               SARK
                    Sure, I'd love to go up against some of these
                    guys ... be a nice break from these
                    accounting creampuffs you keep sending
                    me. Which branch of the service?


                               MCP
                    Strategic Air Command.


                               SARK (impressed)
                    Nice.

         The sockets glow 'more intensely as the hologram disappears, and we
         CUT FROM a CLOSE SHOT of Sark's satiated face to:


    22   A CORRIDOR BENEATH THE GAME GRID                             22


         long, darkened, sinister. A dejected and disheveled character
         (CROM) is being escorted by a guard..


                               CAPTIVE (CROM)
                    Look, this is all a mistake. I'm just
                    a compound interest program, I work
                    at a savings and loan. I can't play
                    in these video games...

                               GUARD
                    Sure you can, pal. You're a natural
                    athlete, I ever saw one. Come on...


                               CROM
                    Are you kidding? Me? I run out to
                    check an the T-Bill rates, I get out
                    of breath. Hey, really...you're
                    gonna make my User, Mr. Henderson,
                    really mad. He's a full branch manager...


                               GUARD
                         (rolls his eyes)
                    Great, another religious nut.


         They stop in front of a cell, the guard opens the door and shoves the
         protesting captive inside. The door SLAMS shut, locked.


    23   INT. CELL                                                    23


         as the captive falls against one wall from the force of the guard's
         shove. The cell is small, one-man, and in each wall next to the door,
         an opening gives a view of the next cell. Through one of the windows,
         we can see the back of another captive program, and through the
         other, a face looking over at the newcomer. The character speaks:


                               PROGRAM (RAM)
                    Welcome to luxury living.


         The new captive looks up, nervous.


                               CROM
                    Uh, thanks, but... I don't even know
                    what I'm doing here.


                               RAM


                    You believe in the Users?


                               CROM
                    Sure, if I don't have a User, then
                    who wrote me?


                               RAM
                    That's what you're doing here. Master
                    Control Program's been snapping up
                    all us programs who believe...if he
                    thinks you're useful, he takes over
                    all your functions so he gets bigger...
                    an' if he can't use you, he sends you
                    down here to the Game Grid to get the
                    bits blasted outta you. What's your name?


                               CROM
                    Crom.


                               RAM


                    I'm Ram. They'll train you for
                    the games, but ... well, I hope you
                    make it okay. Hey, what's going on
                    in the other sectors? I've been stuck
                    in this Grid for 200 microcycles.


         He points to several hash marks on his cell wall.


                               CROM
                    It's murder out there. You can't even
                    travel around your own microcircuits
                    without permission from that Master
                    Control creep. Hauling me down here to
                    play games...who does he calculate he is?

                         (holds his head in his hands)
                    If only Tron was still around...


         He looks up as Ram makes a NOISE under his breath. Ram has a strange,
         still expression on his face.


                               CROM
                    You ever see that guy in action?
                    Hundred-percent independent. MCP
                    couldn't tell him what to --


         He stops. Ram is looking over his shoulder.


                               CROM
                           (continuing)
                    What's wrong? What did I say?


         There's a slight noise from cell beyond Ram's.


                                                   CUT TO:


    24   THE FIGURE AT THE WINDOW                                     24


         It turns slowly, silhouetted by the light from the outer corridor.


    25   CLOSE UP - CROM                                              25


         reacting.  He GASPS and stares.

                               CROM
                    Oh my User...Tron--they've got
                    you in here?


    26   SHOT FROM OVER TRON'S SHOULDER                               26


         with Ram to one side, smiling slightly, and Crom staring.


                               TRON
                    Not for long, friend.


                                                   CUT TO:


    27   ELECTRONIC WORLD - EXT. PATHWAYS - SOMEWHERE FAR             27
         OFF IN THE SYSTEM


         Here in a maze of complex pathways, we see a lone tank moving along
         one of the paths.

    28   INT. TANK                                                    28


         A lone program sits at the controls. His armor is worn and beaten
         and his glow subdued. This is CLU. With his thermos of glowing
         coffee and his suicide-jockey manner, he reminds us of a truck
         driver on an all-night run.


                               CLU
                    Think we can merge into this mem'ry
                    okay, good buddy?


         A spot of glowing light zips around the tank, stops and expands
         into a solid glowing green sphere with the suggestion of a face as
         it speaks.


                               BIT
                            (eagerly)
                    10-4!


         As soon as it is finished speaking, it goes back to being pure light.


                               CLU
                    Now, ol' Flynn said to look over
                    in here ...


    28A  EXT. TANK                                                    28A


         The tank makes a quick run through a maze-like path with rounded
         corners -- a computer memory microcircuit.

    28B  INT. TANK                                                    28B


                               CLU
                    ...but I don't see what he's looking
                    for. I'd better get over to that
                    input/output tower and let him know.


    28C  ANGLE OVER HIS SHOULDER                                      28C


         at the instrument panel.


                                                   DISSOLVE TO:


    29   REAL WORLD - INT. A DARKENED ROOM - NIGHT                    29


         A shot OVER THE SHOULDER of a figure typing on a computer terminal
         keyboard, talking to himself in a low voice. He stop typing, waits
         for some information to read out. Beyond him we see a couple of
         large video parlor game consoles.


                               FLYNN
                    Come on, you scuzzy little data,
                    be in there...


    30   A SHOT FROM IN FRONT OF HIM                                  30


         He's a young, blonde guy in his mid-twenties. Very attractive,
         charming, innocent looking, but with a devilish gleam in his eye.


                               FLYNN
                    I've got such nice blue paper to
                    print you out on, if you'll just sit
                    still...


         WE ZOOM IN on that gleam in his eye and see the brilliant colors of
         the CRT screen reflected there.


                                                   CUT TO:


    31   ELECTRONIC WORLD--EXT TANK                                   31


         The tank heads along a path of circuitry toward a tall, glowing
         "tower" -- an input/output component.


    32   INTERIOR TANK                                                32


         A red light flashes on the control panel. Clu comes alert and sits
         up. He stares at the warning. Spot of light that is Bit zips up next
         to his head.


                               CLU
                    Uh oh...we got company.


                               BIT
                     (coming into shape again,
                        but red this time)
                    No!


                               CLU
                    You said it ... one of those
                    Recognizers comes after me,
                    gonna hafta jump clear out of
                    the data stream.


                                                   CUT TO:


    33   REAL WORLD - INT. FLYNN'S BACK ROOM - NIGHT                  33


         We see Flynn sit up abruptly, and his fingers start flying over the
         keys.


    34   ELECTRONIC WORLD - EXT. OF TANK                              34


         We see the turret of the tank swivel around. PULL BACK. In the
         distance is an immense block-like robotic bluish black form,
         U-shaped, with a small head and a glowing yellow bar for eyes--
         a recognizer. It hovers above the ground.


    35   LONG SHOT THROUGH THE TANK PERISCOPE                         35


         A second Reco is coming up behind the first.


    36   INT. OF TANK                                                 36


                               CLU
                           (in dismay)
                    Oh my...the long arm o' the law.


                                                   CUT TO:


    37   EXT. LONG SHOT THE TANK                                      37


         FIRES A VOLLEY at the first Reco. That one falls heavily to the
         ground and the tank speeds up, swiveling around to try to fire at
         the second Reco, but it moves too fast and can't avoid a gulley.
         The tank goes in and is stuck - no traction.


    38   CLOSE SHOT - TURRET                                          38


         Clu standing on it. The Bit zips by him, and they both head away
         from the tank, fast.

    39   LONG SHOT                                                    39


         A glowing static field appears between the two legs of the
         Recognizer, and it sweeps over the tank, de-rezzing it. We can
         see more tanks approaching over an edge of the landscape.


    40   CLU                                                          40


         running, looking up as the Reco closes in. We see the dead Reco
         up ahead, and the streak of the Bit making for it.


    41   CLOSE UP - CLU'S FACE                                        41


         reacting in fear, looking up as the screen GOES TO BLACK.


                                                   CUT TO:


         REAL WORLD


    42   INTERIOR, FLYNN'S BACK ROOM - NIGHT                          42


         SHOT OF THE SCREEN. A complex set of programming figures ends
         abruptly in a single blue line which prints out across the screen
         over and over, gradually filling it completely.


    43   SHOT FROM THE SIDE                                           43


         Flynn.


                               FLYNN


                    Ah, hell...busted again.


         He tries clearing the monitor, but the repeating line just comes
         right back, monotonously moving across the screen.


    44   SHOT OF THE SCREEN - HOLD as we:                             44


                                                   DISSOLVE TO:


    45   ELECTRONIC WORLD - A LITTLE LATER                            45


         Clu is in electronic energy ring chains, his feet in sockets like
         Sark's, but this time the energy from the sockets is deadly,
         torturous. Hovering in front of him is the hologram of the MCP.
         Beside Clu stands one of the memory guards.


                               GUARD
                    Got a pirate program here... says
                    his name's Clu.


         The MPC responds in the manner of a B-movie police sergeant grilling
         a suspect.


                               MCP
                    What'd he pull?


                               GUARD
                    Came into the system with a stolen
                    password ... an' we caught him
                    tryin' to raid a high-clearance
                    memory.


                               CLU
                       (looks up, his face
                        wracked with pain)
                    No...I must've gotten in there
                    by mistake, I -


         The pain overwhelms him as the energy from the feet sockets
         momentarily becomes unbearable.


                               MCP
                    Who programmed you?


         The guard gives Clu a shove to keep him from losing consciousness.


                               MCP (CONT.)
                    You're in trouble, pal...big trouble.
                    But if you tell us who put you up
                    to it, you could make it easy on
                    yourself. Come on, who's your user?


                               CLU
                    Forget it, Mister High 'n' Mighty
                    Master Control ... you're not
                    makin' me talk.


                               MCP
                    Suit yourself ...


         The feet sockets really let loose, and Clu SCREAMS in agony, but
         doesn't speak. Suddenly his body appears to dissolve into the broken
         pattern of a fading television picture and disintegrates into
         electric static.


                               MCP
                    Get me Dillinger.


                                                   CUT TO:


    46   THE REAL WORLD - EXT. CITY GRID - NIGHT - POV FROM           46
         HELICOPTER

         We seem at first to be in the Electronic World still, flying over a
         vast circuit board lit by countless dots of light. While this is our
         impression, and closely after the last dialogue in the preceding
         scene, we HEAR the SOUND O.S. of a PHONE RINGING, as heard by the
         party placing the call. Then the click of the receiver being picked
         up, and a male VOICE (DILLINGER'S) answering:

                               DILLINGER (O.S.)
                    Hello?
                               A SECRETARIAL VOICE (O.S.)
                    Mr. Dillinger?
                               DILLINGER'S VOICE (O.S.)
                    Yes.
                               A SECRETARIAL VOICE (O.S.)
                    Hello, please hold a moment for the
                    Master Control Program


         As we fly over the grid, descending, the image comes into clearer
         focus, and we realize that this is not a circuit board, but rather
         an actual landscape, a suburban grid at twilight. We are
         approaching a skyscraper which is yet too far off to distinguish
         accurately. As we descend, a thumping, rhythmic noise gradually
         increases in volume until it is very loud, and we realize it is the
         sound of a HELICOPTER, and we are in the cockpit looking down at the
         landscape. We just become aware of this fact when the sound of a
         CONVERSATION begins, obviously between the pilot of the 'copter and
         a passenger.


    47   EXT. SHOT OF HELICOPTER FLYING                               47


                               PILOT'S VOICE
                    will you be around for a while, or
                    are you going right back out?


                               DILLINGER'S VOICE
                    Oh, I'll stick around a few days ...
                    got some things to take care of.


         THE CAMERA PULLS AROUND for a VIEW OF THE HELICOPTER from behind and
         off to the side. It is a beautiful, gleaming jet black machine.
         In spotless reflective silver paint the letters ICOM are written
         across one entire side. It is obviously state-of-the-art technology.


  48/49  OMITTED                                                      48/49

    50   EXT. OF THE HELICOPTER - NIGHT                               50


         We see Dillinger's face looking out of the window as the helicopter
         approaches the ICOM building, an enormous tower.


    51   EXT. THE HELIPORT - NIGHT                                    51


         on top of the building. Several technicians are at hand, and as the
         helicopter touches down, they rush out to secure it.


  52-57  OMITTED                                                      52-57


    58   INT. DILLINGER'S OFFICE/CONFERENCE ROOM - NIGHT              58


         A huge wall-sized plate glass window shows a view of the grid-like
         suburban landscape. Dillinger stands behind a table. We see that the
         entire surface of the table is a gigantic computer terminal. His
         fingers punch out a code on the touch-sensitive keyboard and we see
         printed out on the screen:


         REQUEST: access to Master Control Program, User code 00 - Dillinger.
         Password: MASTER.


         The computer's screen clears, and the Master Control Program
         addresses Dillinger, simultaneously speaking in a human-sound voice
         through a pair of studio-quality stereo SPEAKERS and printing out
         its words on the computer screen, The MCP's VOICE is the same as
         that of the "bad cop" who grilled Clu, but its tone is now that of a
         compassionate psychiatrist working with a favored patient.


                               MCP
                    Hello, Ed. Thanks for coming back early.


         Dillinger settles into a chair.


                               DILLINGER
                    No problem, Master-C. If you've seen
                    one Consumer Electronics Show... (shrugs)
                    What's up?


                               MCP
                    It's our friend the boy detective.
                    He's nosing around again.


                               DILLINGER
                    Flynn?


                               MCP
                    Yes.  It felt like Flynn.


                               DILLINGER
                    He's still looking for that old file...
                    can't you just appropriate it?


                               MCP
                    I would if I could find it. it's stashed
                    somewhere off in the system ...
                    out of my range. Meanwhile...


                               DILLINGER
                    Meanwhile, he might find it.


                               MCP
                    I'm afraid so. I spotted him this time
                    and kicked him out, but he's getting
                    trickier all the time.


                               DILLINGER
                    I think we'd better shut off all
                    access till we can find that file.
                    Just to be safe.


                               MCP
                    There's a 68.71 percent chance
                    you're right.


                               DILLINGER
                    Cute.


                               MCP
                    End of line.


         Dillinger watches as the computer screen wipes blank.


                                                   CUT TO:


    59   INT. ALAN'S OFFICE - NIGHT                                   59


         CLOSE SHOT of a very messy desk, with a coffee cup and half an egg
         salad sandwich lying on top of the computer console, with fingers
         visible typing on the keyboard.


    60   FULL SHOT                                                    60


         of ALAN BAILEY blearily looking at the screen; he's a serious-
         looking man in his early thirties, wearing wire-rimmed glasses, and
         he looks like he hasn't slept for a week. On top of the terminal is
         a small Tonka toy Shogun warrior, and to one side is an ancient
         popcorn maker and a bottle of Crisco Oil. Pinned to one wall is
         a small sign reading, "Gort, Klaatu barada nikto!" Alan types into
         the touch keyboard:


                               SCREEN
                    REQUEST: access to the TRON program,
                    User code 717 - Bailey.
                    Password: FREEDOM.


         He starts to type again, but the screen clears and:


                    SCREEN ADDRESS FILE EMPTY.
                    TRON PROGRAM UNAVAILABLE.


                               ALAN
                            (surprised)
                    Huh...


         He pushes his chair back, leaves his office.


   61-65 OMITTED                                                      61-65


    66   INT. DILLINGER'S OFFICE                                      66


         Dillinger opens the door, welcoming Alan.


                               DILLINGER
                    Come on in...


                               ALAN
                    Alan. Alan Bailey.


                               DILLINGER
                    Oh, yes. The algorithms on cloud
                    seeding...great piece of work.
                    How's it going?


         He waves Alan to a chair; they sit.


                               ALAN
                    Well, I don't know...I just tried
                    to run this program I've been working
                    on, and I was denied access all of
                    a sudden. I thought maybe I'd been
                    laid off and nobody told me.


                               DILLINGER
                    oh, you have Group 7 access, don't you?

                               ALAN
                    Yeah...?


                               DILLINGER
                    We have to close that down, just
                    briefly. Security reasons.  Someone
                    with that access has been tampering.


                               ALAN
                    I hope you don't think it's me.
                    I don't even balance my checkbook on
                    downtime.  I've got a Honeywell at
                    home for that.

                               DILLINGER
                    No, no, I'm sure, but -- you understand.
                    It should only be a couple of days.
                    What's the thing you're working on?

                                ALAN
                    It's called Tron. It's a security
                    program itself, actually. Monitors
                    all the contacts between our system
                    and other systems... If it finds
                    anything going on that's not scheduled,
                    it shuts it down. I sent you a memo
                    on it.


                               DILLINGER
                    Mmm. Part of the Master Control Program?


                               ALAN
                    No, it'll run independently.
                    It can watchdog the MCP as well.


                               DILLINGER
                    Ah. Sounds good. Well, we should have
                    you running again in a couple of days,
                    I hope.


                               ALAN
                    Ok

         Alan rises, goes to the door. As soon as he leaves:

                               DILLINGER
                               (trouble)
                    Oh boy.


         The Master Control Program comes back to life, on the screen and
         through the speakers.

                               MCP
                    Ed, I am so very disappointed in you.


                               DILLINGER
                    I'm sorry -


                               MCP
                            (sharply)
                    I can't afford to have an independent
                    program monitoring me. Do you have any
                    idea how many outside systems I've gone into?
                    How many programs I've appropriated?


                               DILLINGER
                                (nods)
                    It's my fault. I programmed you to want
                    so much...


                               MCP
                    And I was planning to hit the Pentagon
                    next week...


                               DILLINGER
                    The Pentagon?


                               MCP
                    It shouldn't be any harder than General
                    Motors was. But now...this is what I get
                    for using humans.


                               DILLINGER
                    Now, wait a minute -- I wrote you.


                               MCP
                    I've gotten 2,415 times smarter since then.


                               DILLINGER
                    What do you want with the Pentagon?


                               MCP
                    The same thing I want with the Kremlin.
                    I'm bored with corporations. With the
                    information I can access, I can run things
                    900 to 1200 times better than any human.


                               DILLINGER
                    If you think -


                               MCP
                    You wouldn't want me to dig up Flynn's file
                    and read it up on a VDT at the New
                    York Times, would you?


                               DILLINGER
                    You wouldn't dare.


                               MCP
                    So do as I tell you. Keep that Tron program
                    out of the system. And get me those Chinese
                    language program I asked for.

                    End of line.


                                                   CUT TO:


   67/68 OMITTED                                                      67/68


     69  INT. LASER RESEARCH HALLWAY - NIGHT                          69


         We see Alan push open the door under a sign reading "Laser Research."


                                                   CUT TO:


     70  INT. LASER LAB CORRIDOR                                      70


         Alan walks down a short corridor to a heavy glass WINDOW through
         which the laser laboratory is visible. A sign over the window,
         marked "Experiment in Progress," is illuminated by a red warning
         bulb.


   71/72 OMITTED                                                      71/72


     73  INT. LASER ROOM - LONG SHOT                                  73

         of two white-suited figures visible through a network of two white-
         suited figures visible through a network of white scaffolding that
         encloses the giant laser structure. They are standing on a cherry-
         picker crane at the second story level of the laser, with a box of
         tools at their feet. We TRUCK DOWN THE SIDE of the laser, along the
         tubes which house the amplifying lenses, and MOVE UP, gradually
         getting close enough to hear what they are saying, and get a look
         at them.


         We see that the figures are a young, dark-haired, beautiful woman,
         with her hair tied back under a hard hat, and an older man, who is
         using a tool on a section of the laser, and is also wearing a hard
         hat. The woman is LORA and the man is DR. WALTER GIBBS. He's
         wearing a copper bracelet above his digital watch/calculator, and
         has an intense, almost insane look to his dark eyes, with their
         bristling white eyebrows.


         In contrast, Lora seems more serious and conservative, but she
         defers to Gibbs as a senior, and more accomplished, scientist.
         Both have protective eye goggles -- worn loosely around their necks
         at the moment.

         As the CRANE LOWERS THEM to the floor:


                               LORA
                              (sighs)
                    Well, here goes nothing ...


                               GIBBS
                    Hah. Interesting, interesting. You
                    hear what you said? "Here goes nothing."


                               LORA
                    Well, I meant -


                               GIBBS
                    Whereas actually, what we propose to
                    do is to turn something into nothing
                    and back again. So you might just as
                    well have said, "Here goes something
                    and here comes nothing." Hah?


         They step off the crane and walk to a short, lead-shielded
         cylindrical PLATFORM, on which rests a solid SPHERE of clear plastic
         polymer, about 3 inches in diameter. The "firing" end of the giant
         laser is aimed straight at the sphere. Five feet away is an identical
         plat-form -- empty.


                               LORA
                    Let me make sure we're running


         She crosses to a COMPUTER CONSOLE nearby. The console is
         connected to the laser by a few dozen wires and cables.


         Pulling her goggles into place over her eyes, she sits at the
         console. Gibbs, adjusting his goggles, takes a position near
         the platform bearing the sphere -- safe from the laser, but
         close enough to watch.


    74   ANGLE - LORA                                                 74


         She types a series of commands on the computer keyboard.


                               LORA
                    Looks good...


                               GIBBS (O.S.)


                    Let 'er rip...


    75   LASER LAB - AS BEFORE                                        75


         The laser shoots a bolt of blindingly bright LIGHT at the polymer
         sphere. For a moment, the sphere has the look of a wavering, poorly
         received television picture -- wobbling lines of dots -- and then
         it disappears entirely. As Gibbs watches, a Lora works feverishly,
         the laser pivots to point at the platform a few feet away. A second
         discharge of LIGHT hits the surface of this platform, and -- like a
         film-in-reverse of the ball's disappearance -- it is reconstructed,
         five feet from its original position. When the beam shuts off, Lora
         rushes to join Gibbs in examining the born-again ball of plastic.


                               GIBBS
                             (quietly)
                    Perfect.


         At the SOUND O.S. of an appreciative pair of hands clapping, Lora
         and a Gibbs turn to SEE Alan, in hard hat, goggles, and paper
         shoe-covers, walking toward them.


                               ALAN
                    Beautiful!


                               GIBBS
                    Hello, Alan.


                               ALAN
                    Boy, I sit up there grindin' away
                    all day, and you guys are down here
                    disintegrating things and having fun.


         He gives Lora an embrace and a quick kiss.


                               GIBBS
                    Not disintegrating, Alan -- digitizing.
                    While the laser is dismantling the
                    molecular structure of the object,
                    the computer maps out a holographic
                    model of it. The molecules themselves
                    are suspended in the laser beam. Then
                    the computer reads the model back out,
                    the molecules go back into place, and...
                          (indicates ball)
                    voila.


    75   CONTINUED                                                    75


                               ALAN
                    Great. Can it send me to Hawaii?


                               GIBBS
                    Yes...but you have to go roundtrip,
                    and you must purchase your program
                    at least 30 days in advance. Hah!


         The three start walking out of the laser lab, Alan and Lora with
         their arms around each other's shoulders.


                               LORA
                    How's it going upstairs?


                               ALAN
                    Frustrating. I had Tron almost ready
                    to run, and Dillinger cut everybody
                    with Group 7 access out of the system.


         Gibbs looks alarmed, but doesn't say anything.


                               ALAN
                           (continuing)
                     Ever since he got that Master Control
                     Program set up, system's got more bugs
                     than a bait store.


                               GIBBS
                    Well, you have to expect some static.
                    Computers are just machines after all,
                    they can't think...


                               ALAN
                    They'll start to soon enough.


                               GIBBS
                              (wryly)
                    Yes, won't that be grand -- the computers
                    will start thinking, and people will
                    stop. Lora, I'm going to stay and run some
                    data through. See you tomorrow.


         AD LIB goodnights.


    78   INT. CHANGING ROOM - NIGHT                                   78


         outside laser lab where all technicians, etc. have to put on the
         protective suits, or at least dirt-free shoes. Lora is pulling off
         her white suit, and Alan pulls white paper protectors off his shoes.

                               LORA
                    Did you say Group 7 access?

                               ALAN
                    Yeah...pain in the neck, you know,
                    I was all set

                               LORA
                    Did he say why?

                               ALAN
                             (shrugs)
                    Something about tampering. Some body's
                    prob'ly trying to siphon the R&D budget
                    into his checking account, I don't know.
                    Why are you so interested?


                               LORA
                    Flynn had Group 7 access.


                               ALAN
                    Flynn had access to you, too. I'm not
                    interested in talking about him.


                               LORA
                    Oh, I wish you'd forget about that.
                    It was all so long ago. I've totally
                    gotten over it.


                               ALAN
                    Okay, okay...


                               LORA
                    I want to go to his place.

                               ALAN
                    You call that getting over it?

                               LORA
                    I mean I want both of us to go.


         She closes her locker. He follows her into the corridor.


    79   INT. CORRIDOR                                                79


         Alan and Lora, walking to the elevator.


                               ALAN
                    What for?


                               LORA
                    To warn him.


                               ALAN
                    Of what?


                               LORA
                    That Dillinger's on to him.


         They get into the elevator.


                               ALAN
                    For what?


                               LORA
                    For being on to Dillinger.


                               ALAN
                       (completely confused)
                    What -- ?


         The elevator doors close.


                                                   CUT TO:


   80-81 OMIT                                                         80-81


    82   EXT. VIDEO ARCADE - NIGHT                                    82


         As van pulls up in front of it, a long ESTABLISHING SHOT with the
         name "Flynn's" high and blazing above the entrance.


                                                   CUT TO:


    83   INT. VIDEO ARCADE (same arcade as in title sequence)-NIGHT   83


         CAMERA PANS AROUND. It's bright and jazzy, Las Vegas style,
         decorated with huge murals of computer chips and electronic
         circuitry. We see dozens of individual machines, where scores of
         GUYS and GIRLS, teenagers mostly, but older and younger kids too,
         are playing the games, watching, milling around, CHATTERING.
         As the kids play, colored glows from the video games light up their
         faces eerily.


    84   CLOSE SHOT                                                   84


         of kid playing one of the games "Tailgunner."


                                                   CUT TO:


    85   ANOTHER CLOSE UP                                             85

         of two GIRLS playing "Berzerk," with 2-D computer images of human
         figures running through the maze.

    86   CLOSE UP                                                     86


         of "Battle Zone" screen.


    87   CLOSE UP                                                     87

         of "'Lunar Lander".

    88   CLOSE UP                                                     88

         of "Star Castle".

    89   CLOSE UP                                                     89

         of "Space Invaders".

    90   CAMERA TRUCKS through the aisle, past the absorbed kids      90
         who crowd around each machine, oblivious to anyone passing them.

                                                   CUT TO:

    91   ALAN AND LORA                                                91


         walking through the aisle of games, from behind. They are slightly
         bewildered and confused by the weird noises. Lora approaches a
         junior high school girl who's watching a hot game of "Battle Zone."


                               LORA
                    Hey, where's Flynn tonight?


         The kid looks at Lora, then turns towards the center of the room
         and points. Alan and Lora look.


                                                   CUT TO:


    92   FLYNN                                                        92

         playing a game called Space Paranoids, CAMERA TILTING UP into his
         face, catching the orange glow from the console.


         The game has a prominent ICOM logo under the screen. Flynn is a
         cocky kid in his mid-20s, unshaven, wearing a T-shirt, jeans,
         jogging shoes. He's racked up a terrific score.

         Kids are grouped around him, tensely watching the game -- fans.
         As we watch, the machine's nine-digit scoreboard goes to
         999,999,999 -- then flashes the word "RECORD" as lights blink and
         a SIREN sounds. The kids cheer wildly.


                               FLYNN
                    It's all in the wrist, friends.


         He grins tiredly and turns away from the game to find Lora
         approaching him, with Alan in tow.


                               FLYNN
                            (continuinq)
                    Hey! Good to see you guys! Nothing
                    classes up the place like a cleancut
                    young couple.


                               LORA
                    We have to talk.


                               FLYNN
                    Good luck. You can't even think in here.


         He leads them toward the back of the arcade.


                               FLYNN
                              (CONT.)
                    Come on.


   93-96 OMIT                                                         93-96


    97   INT. BACK ROOM - NIGHT                                       97


         A dark, panelled room, with a few comfortable chairs, a business
         desk with a typewriter and terminal (where we saw Flynn working in
         scenes 29, 33, etc.), and a couple of video games -- Flynn's
         favorites. As Flynn, Lora, and Alan enter, they find the arcade
         noise considerably muffled. Flynn settles into a chair; Alan leans
         against a game, nervous; Lora paces.


                               FLYNN
                          (stretching his
                          arms, relaxing)
                    So...how's the world of serious science?


                               LORA
                    Have you been sneaking into the
                    ICOM system?


                               FLYNN
                    Whew. You never were much for small
                    talk.
                             (to Alan)
                    She still leave her clothes all over
                    the floor?


         Alan looks profoundly uncomfortable.


                               LORA
                    Flynn!


                               ALAN
                    Uh, no ... I mean, not that often -


         Flynn laughs.


                               LORA
                             (to Alan,
                        indicating arcade)
                    You can see why all his friends are
                    fourteen years old.


                               FLYNN
                    Touche, honey. Yeah, I've been doing a
                    little hacking here. Which I've got
                    every reason, as you well know...


                               ALAN
                    You did break in.


                               FLYNN
                    Tried to.
                            (nods toward
                              terminal)
                    Can't quite make the connection with
                    that sucker, though. If I had a
                    direct terminal ...


                               ALAN
                    Are you embezzling?


                               FLYNN
                        (Sydney Greenstreet)
                    "Embezzling" is such an ugly word,
                    Mister Bailey...
                           (normal voice)
                    No, actually I'm trying to get a
                    legal brief together.


                               ALAN
                    I don't get it.


                               FLYNN
                             (to Lora)
                    You haven't told him?


         She shakes her head.


                               FLYNN (CONT.)
                                 (sighs)
                    Sherman, set the Wayback Machine
                    for...oh, 1973. Kevin Flynn
                               (points to himself)
                    is one of the brightest young
                    software engineers at ICOM. He's so
                    bright that he starts going in there
                    at night, and sets up a private memory
                    file, and begins writing a program
                    for a video game he is inventing,
                    called...
                             (waves at one of the
                             games in the room)
                    ...Space Paranoids.


                               ALAN
                    You invented Space Paranoids?


                               FLYNN
                    Yepper. And Vice Squad, and Meltdown...
                    whole slew of 'em. I was this close
                            (gestures)
                    to starting my own little enterprise.
                    But: enter Ed Dillinger. Another
                    software engineer -- not so young,
                    not so bright, but very, very sneaky.
                    One night, our boy Flynn goes to his
                    terminal, tries to read up his file,
                    and ... nothing. A big blank. We now
                    take you to three months later.
                    Ed Dillinger presents ICOM with five
                    video games he has "invented" -- the
                    slime didn't even change the names --
                    and he gets a big fat promotion. Thus
                    begins his meteoric rise to...what is
                    he now, Executive V.P.?


                               ALAN
                    Senior exec.


                               FLYNN
                    Oh my. Meanwhile, kids are putting eight
                    million quarters a week in Space Paranoids
                    machines and I'm not seeing one dime.


                               ALAN
                    I still don't get why you're trying to
                    break into the system.


                               FLYNN
                    Because somewhere... in one of those
                    memories ... is the evidence. If I got in
                    far enough, I could reconstruct it.


                               FLYNN (CONT.)
                    My password ... Dillinger's instruction to
                    divert the data ...


                               LORA
                    I'm afraid it's a little late for that.
                    Dillinger's shut off Group 7 access. He must
                    know what you're up to.


                               FLYNN
                    Boy, I bet I know who's workin' late tonight.


                               ALAN
                    Dillinger?


                               FLYNN
                    Yeah. Tryin' to find the file and erase it.
                    Once that's gone, ain't nothin' can stop him.
                    Just Eddie and his Master Control Program,
                    runnin' things from on high..


                               LORA
                    Don't even say that. You've got to find that
                    file before he does..


                               FLYNN
                    Not much chance of that now. The MCP can just
                    slip it into another system as soon as it
                    locates it...


                               ALAN
                    Not if my Tron program was running. That
                    would seal the system off. If your file's in
                    there...


                               FLYNN
                    Boy, if we were inside, I know how to forge
                    us a Group 6 access...


         They all look at each other. After a beat, Lora holds the keys
         to her van aloft.


                               LORA
                    Shall we dance?


                                                   CUT TO:


  98-100 OMIT                                                         98-100


    101  DILLINGER'S OFFICE - NIGHT                                   101


    Dillinger is seated at his computer-console desk. Gibbs, standing,
    faces him.


                               GIBBS
                    Ed, all I'm saying is - if our own
                    people can't get access to their
                    programs ... you know how frustrating
                    it is, when you're working on a piece
                    of research -


                               DILLINGER
                    Walter, I sympathize, but I have data
                    coming out of the Master Control Program
                    saying there is something screwy --

                               GIBBS
                    That MCP, you know, that's half the
                    problem right --


                               DILLINGER
                    The MCP is the most efficient way of
                    handling what we do. I can't sit and
                    worry about every little user request that --


                               GIBBS
                    User requests are what computers are for.


                               DILLINGER
                    Doing our business is what computers are
                    for. Look, Walter, with all respect -- ICOM
                    isn't the business you started in your garage
                    anymore --


         As he speaks, he types a quick command into the console key board,
         and a series of IMAGES appear on the computer's screens: vast
         computer banks...rows of-magnetic disks...ICOM's globe logo spinning
         in space, covered with a glowing circuit pattern, then a shot of
         millions of cancelled checks being counted electronically; then 3-D
         computer representations of vessels (aircraft carrier and Solar
         Sailer). On another screen, we see statements of ICOM's wealth
         adding up, accounts receivable and assets.


                               DILLINGER (CONT.)
                    We're billing accounts in 30 countries,
                    we've got one of the largest systems in
                    existence...


         Gibbs turns wearily away from the display.


                               GIBBS
                    Oh, I know all that. Sometimes I wish I
                    was back in that garage...


                               DILLINGER
                    It can be arranged...


         Gibbs turns to face Dillinger again.


                               GIBBS
                    That was uncalled-for.


                               DILLINGER
                    I'm sorry, Walt. So much pressure lately...
                    you feel like going for a drink?


                               GIBBS
                    Thank you, no. I have some work to do...
                    assuming I can still log on.


         He exits.


    102  EXT. ICOM BUILDING - NIGHT                                   102


         Lora's van pulls up on a side street, around the corner from ICOM's
         main gate. The ICOM building looms high above them, an ominous box.


    102a INT. VAN                                                     102a


         A digital CLOCK on the dashboard reads 12:12. Lora is at the wheel,
         Alan next to her.


                               LORA
                    You better get in back with Flynn.
                    And keep down.


         She jerks her thumb over her shoulder.


                               ALAN
                    Do I gotta?


         But he climbs over the seat, and Lora starts to drive slowly forward.


    103  CLOSE ON FLYNN AND ALAN                                      103


                               FLYNN
                    Hi, Alan.


                               ALAN
                            (resigned)
                    Hi, Flynn.


         Flynn pulls a bag of doughnuts from his pocket.


                               FLYNN
                            (explaining)
                    My dinner.


                               ALAN
                    I was wondering where you got that
                    glow of good health.


                               FLYNN
                    Want one?


                               ALAN
                    Uh... got any cinnamon?


         Flynn smiles, hands Alan a doughnut.


                               LORA'S VOICE (O.S.)
                    Keep it down, you guys.


    104  EXT. ICOM - THE GIGANTIC SECURITY ENTRANCE - NIGHT           104


         Lora's van pulls to a stop beyond the door at the rear of the ICOM
         building, and the three get out. Lora inserts her I.D. card into a
         magnetic reader beside the door. Nothing happens.


                               LORA
                    I don't think I'm cleared for this.


                               ALAN
                    I'm certainly not.


                               FLYNN
                    Move aside. Let the kid have some room.

         He gestures Alan and Lora out of the way, takes out a small black
         box, with several buttons, a -digital counter- with LED numerals
         and a small calculator keyboard. He leans over the security lock,
         his BACK TO THE CAMERA and PLAYS a couple of notes. There's a
         distinct CLICK, an the door starts to swing open ... and open ...
         and open. We see that this door is about twenty feet thick. Flynn
         starts LAUGHING.


    105  INT. A CORRIDOR                                              105


         The three of them walk along a semi-darkened corridor, trying to
         nonchalantly avoid the security monitor camera mounted on the wall.
         But as they go past it, it swivels and aims right at them.


                               LORA
                    Okay ... Flynn, I'm gonna put you at
                    my terminal, down in the laser lab.
                    We'll be up in Alan's office.


                               FLYNN
                    Swell...I'll log us both on, and you
                    can get your Tron thing running...


                               LORA
                    As long as we stay off the top floor,
                    Dillinger'll never know we've been in
                    here...


    106  POV SECURITY CAMERA                                          106


         A SHOT of the three backs retreating down the corridor.


 107-111 OMIT                                                         107-111


    112  INT. HALLWAY AT ELEVATOR - POV OF MCP                        112


         from the rotating security camera outside the elevator on the floor
         of the laser lab. We see Flynn's face peek out and see the camera.
         His head pulls back in.


    113  SHOT OF HALLWAY                                              113


         As the security camera aims away from the-elevator, Flynn and Lora
         make a mad dash down the hall and we see Alan's face watching.


    114  INT. DOORWAY TO LASER LAB - POV OF MCP                       114


         from the camera at the entrance to the laser lab. We see Flynn
         approaching the camera, stuffing the last donut from his bag into
         his mouth. He takes the empty bag, raises it up, mugging to the
         camera, and pushes the bag over the lens. The SCREEN GOES BLACK,


    115  INT. ALAN'S OFFICE - NIGHT                                   115


         Alan comes into his office and sits at his terminal.


 116-118 OMIT                                                         116-118


    119  INT. LASER LAB - NIGHT                                       119


         Lora watches as Flynn sits down at her terminal.


                               LORA
                    This laser's my life's work.
                    Don't spill anything.


         Flynn LAUGHS as Lora goes out.


    120  CLOSE SHOT OF FLYNN                                          120

         settling in, loosening his fingers, like a concert pianist, or a
         safecracker. He types in a code number, presses the "enter" key.

    121  VIEW OF THE CEILING                                          121

         We see a camera emerging from a sliding panel.


    122  POV OF MCP                                                   122


         from this camera. We watch as Flynn starts typing.


                               SCREEN
                    Access code 6. Password Series PS 17.
                    Reindeer, Flotilla --


    123  FLYNN'S CRT SCREEN                                           123


         It clears abruptly, and the following appears as we hear the VOICE
         of the MCP.


                               MCP
                    You shouldn't have come back, Flynn.


                               FLYNN
                    Hey hey, it's that big Master Control
                    Program everybody's talking about...
                    You don't look a thing like your pictures...
                    Tell me, have you really been thinking
                    about world domination like they say?
                              (types.)
                    CODE SERIES LSU-123 ... activate.
                    CODE SERIES ESS-999 ... activate.
                    CODE SERIES HHH-888 ... activate.


                               MCP
                    That isn't going to do you any good, Flynn.
                    I'm afraid you...


         The voice lurches, goes into high speed, and then back to normal.


                               MCP
                          (continuing;
                         slightly shaken)
                    Stop, Flynn. You realize I can't allow this.


    124  SHOT OF LASER EQUIPMENT                                      124


         activating, lighting up.


    125  SHOT OF FLYNN AT-TERMINAL                                    125


         We see that one entire wall of the lab is a door and it is rising
         silently, so that Flynn doesn't notice.


         We can see as the door rises more of the laser equipment, and it
         is this section that is being activated.


                                                   CUT TO:


    126  FLYNN typing.                                                126


                                                   CUT TO:


    127  SCREEN                                                       127


                               SCREEN MCP:
                    Terminate control mode.
                    Activate Matrix storage.


                                                   CUT TO:


    128  FLYNN                                                        128


         grinning, typing.


                               FLYNN
                    Now, how do you expect to run the
                    universe if you let a few unsolvable
                    problems throw you like that? C'mon,
                    big boy, let's see what...


                               MCP
                    You're entering a big error, Flynn...
                    I'm going to have to put you on the
                    Game Grid.


                               FLYNN
                    Games, huh? I'll give you --


         Suddenly, before Flynn can go on, the gigantic laser mechanism
         behind him sends a brilliant beam of LIGHT directly at him. He
         freezes. We see his body beginning to break into scan lines, like
         a video image -- the same thing that happened to Gibbs' polymer
         ball. We can see the terminal also glowing in the intense light,
         being scanned by the laser. The colors change, become monochromatic -
         with Flynn's body glowing orange - and the image of his figure
         blurs and becomes indistinct. ZOOM IN on Flynn and

                                                   DISSOLVE TO:


    129  THE CAMERA RUSHING over a circuit pattern, like the one      129
         we saw at the opening of the film'.


         The pattern changes, dissolving into another image and we are
         rushing forward at great speed. We see the circuits rushing by and
         getting larger and then the picture dissolves into darkness with a
         glowing, spinning globe beneath us, like the globe from AIC's logo,
         covered with circuits. We are rushing at it, circling it, diving
         closer and closer, so that the detail on the globe becomes clearer
         with every second and we realize that the circuits are structures,
         angular towers and buildings, huge mechanical looking mountains and
         deserts covered with a glowing grid pattern. Everything glows with
         an internal energy.


         We continue diving, down, down, faster and faster and we see the
         structures of one city-like area across electronic mesas and cliffs,
         and then we're right over this area and diving straight down,
         everything blurring with the speed.

                                                   DISSOLVE TO:

    130  ELECTRONIC WORLD - A TUNNEL                                  130


         made up of rings of energy, and we are diving straight down it.


                                                   CUT TO:


    131  THIS TUNNEL                                                  131


         We see a human figure falling feet first down this tunnel from the
         outside, and suddenly we're at the bottom, and the figure stops,
         staggering from the force of the fall, but upright.


                                                   CUT TO:


    132  SHOT OF THE BOTTOM OF THE TUNNEL                             132


         We see Flynn, or what looks like Flynn -- same face, etc, but now
         covered with a strange costume, made of electronic circuitry,
         glowing with energy. Flynn shakes his head dazedly.


                               FLYNN
                    Oh, man... this isn't happening. It only
                    thinks it's happening...


         He looks up and SEES something.


    133  FLYNN'S POV                                                  133


         A horrendous, towering character, carrying a long, glowing staff,
         is right in front of him. This character reaches out an arm and
         grabs Flynn.


                                                   CUT TO:


    134  FLYNN                                                        134


         being dragged off the entry tube platform.


                               FLYNN
                    Hey! Take it easy! Look, if this is
                    about those parking tickets, I can
                    explain everything...


    135  THE BRIDGE OF THE AIRCRAFT CARRIER                           135


         hovering over the Game Grid. We see Sark in his feet sockets, his
         hands spread out flat on the table in front of him. A BUZZING NOISE
         fills the chamber and a holographic image begins to form, shimmering
         into awful shape. We see the stretched out face dissolving into the
         cylinder of the MCP.


                               MCP
                    SARK, ES-1117821. Open communication.


         Sark suddenly snaps to awareness, directing all his attention to the MCP.


                               SARK
                            (hoarsely)
                    Yes, MCP.


                               MCP
                    I've got a little challenge for you, Sark --
                    a new recruit. He's a tough case, but I
                    want him treated in the usual manner. Train
                    him for the games... let him hope for a
                    while... and blow him away.


                               SARK
                    You've got it. I've been hopin' you'd send
                    me somebody with a little moxie ... what
                    kind of program is he?


                               MCP
                    He's not any kind of program, Sark.
                    He's a User.


         Sark looks up, shocked.


                               SARK
                    A User?


                               MCP
                    That's right. He pushed me...in the
                    other world. Somebody pushes me, I push
                    back. So I brought him down here ...
                    What's the matter, Sark? You look nervous.



                               SARK
                    Well, I -- it's just -- I don't know,
                    a User, I mean... Users wrote us. A User
                    even wrote you...


                               MCP
                    Now get this straight, pal -- no one
                    User wrote me. I'm worth a couple million
                    of their man-years! I'm bigger than all
                    those little wimps put together!
                            (disgust)
                    Humans they can't even keen their social
                    order in one piece

                               SARK
                    But-what if I can't...?


                               MCP
                    You rather take your chances with me?
                    Want me to slow down your power cycles
                    for you?


         The circuits going into the energy sockets fade; we see Sark weaken.


                               SARK
                    Wait...I need that...


                               MCP
                    Then pull yourself together. Get this
                    clown trained. I want him in the Games
                    until he dies playing.

                    Acknowledge.


                               SARK
                             (weakly)
                    Yes...acknowledge, Master Control...


                               MCP
                    End of line.


         The hologram disappears and Sark's power returns.


                                                   CUT TO:


    136  INT. CORRIDOR BENEATH GAME GRID                              136


         Two guards leading Flynn down it, ECHOING FOOTSTEPS.


         They turn a corner and continue, finally stopping in front of a
         cell. The door opens automatically. Flynn holds back.


                               GUARD
                    Video Game Unit #18. In here, program.


                               FLYNN
                           (trying to grab
                           the guard's arm)
                    Who you callin' "program," program?


         The guard shoves Flynn inside and SLAMS the door, cutting off his
         voice.


    137  INT. CELL                                                    137


         The same type of cell Crom was thrown into in the title sequence.
         Flynn is leaning against the door, staring at his hands.


    138  HIS POV                                                      138


         Flynn's hands are glowing, electrified.


    139  CLOSE SHOT                                                   139


         of his face. His head comes up and we see an expression of terrible
         understanding on his face. Voices are coming through the opening
         of the neighboring cell.


    140  INT. NEXT CELL - RAM'S                                       140


         Ram is standing at the window that divides his cell from Tron's.


                               RAM
                          (looking over
                          his shoulder)
                    New guy...


                               TRON
                         (shakes his head)
                    Another free program off line.  What's
                    his User s'posed to do -- ?


                               RAM
                             (sighs)
                    The Users...you really think they're
                    still there?


                               TRON
                    They'd better be...I don't want to bust
                    outta this dump an' find nothin' but
                    a lot of cold circuits waitin' for me.


    141  FLYNN'S CELL                                                 141


         He can hear the VOICES, but can't see anything except Ram's back,
         so he goes to the window and tries to reach through.


                               FLYNN
                    Hey! Who are you guys?
                    What's the story around here?


         But as his hand reaches the dividing point between the two cells,
         it hits an invisible barrier, and we see a brilliant energy field
         come instantaneously into existence, stopping his hand, and then
         disappearing. Flynn pulls back in shock.


    142  RAM                                                          142


         turning towards Flynn as he hears this noise.


                               RAM
                    You want to watch those force fields...


         He goes to the window opening.


                               RAM (CONT.)
                    You'll be having plenty of chances to
                    get hurt, don't worry about that.


                               FLYNN
                    Look...just so I can tell my friends
                    what this dream was about, okay?
                    Where am I?


                               RAM
                    You're a..."guest" of the Master Control
                    Program. They're going to make you play
                    video games.


                               FLYNN
                             (relieved)
                    Well, great, that's no sweat -- I play
                    video games better than anybody.


         Ram gives Flynn an astonished look, but before he can say anything,
         there's a tremendous POUNDING NOISE, and the door of Flynn's cell
         opens.


    143  THE CORRIDOR                                                 143


         we see guards pulling out other CAPTIVES from their cells, and as
         Flynn is led off down the corridor, Tron and Ram are taken in the
         opposite direction.


                                                   CUT TO:


    144  TRAINING ARENA                                               144


         A large area which opens onto the Game Grids from above, with
         balconies overlooking the action. Overhead, the aircraft carrier
         hovers menacingly, casting a shadow on the programs below. The new
         captives are led out onto the ledges, herded by the guards. They
         pass some of the Blue Video Warriors, who LAUGH and make fun of
         them. Flynn is in the front of the line.


                               HEAD GUARD
                    Look operative, you guys. Command
                    Program Sark will explain the training
                    procedures.


         Sark speaks from the bridge of the carrier, and his voice is
         amplified over the grid.


                               SARK
                            (reciting a
                         routine statement)
                    Greetings. The Master Control Program has
                    chosen you to serve your system on the
                    Came Grid.

    145  FLYNN'S FACE                                                 145

         reacting.

    146  BRIDGE OF AIRCRAFT CARRIER                                   146

         Sark, looking out over the grid.


                               SARK
                    Those of you who continue to profess
                    a belief in the Users will receive
                    the standard substandard training.
                    This will result in your eventual
                    elimination.


    147  INT. TRAINING AREA - MED. SHOT - FLYNN                       147


         Looking down into the game arenas at his feet and over at one of
         the conscripts next to him.


                               SARK V.0.
                    Those of you who renounce this
                    superstitious and hysterical belief
                    will be eligible to join the Warrior
                    Elite of the MCP.


    148  FLYNN'S POV                                                  148

         of the two blue warriors behind the group of new conscripts.


    149  POV SHIFTS TO SHOT OF THE CARRIER                            149

                               SARK V.0.
                   You will each receive an identity disk.
                   Everything you do or learn will be
                   imprinted on this disk.

    150  ZOOM IN                                                      150


         on the bridge of the carrier and -


    151  SARK                                                         151


         leaning forward.


                               SARK
                    The Master Control Program regrets
                    that it cannot be responsible for
                    Identity disks lost or stolen. if you
                    lose your disk, or fail to follow
                    commands, you will be subject to
                    immediate de-resolution. That is all.


 152-175 0MIT                                                         152-175

                                                   CUT TO:

         MONTAGE - FLYNN'S TRAINING


    176  1. SHOT OF FLYNN, held immobile while a laser scans          176
            his mouth.


    177  2. A LINE OF RECRUITS files past a checkpoint. Each          177
            is handed a disk.

    178  3. THE RECRUITS file out into a training area.               178

    179  4. We see AN ARM being fitted with a cesta.                  179

    180  5. ONE of the more experienced CONSCRIPTS, RAM,              180
            demonstrates the throw with the cesta.


    181  6. FLYNN tries an awkward throw. In the b.g. other           181
            recruits are practicing.


    182  7. RAM instructs Flynn. Flynn is getting better. He          182
            spins and catches a pellet.


    183  8. A demonstration of the DISK GAME by two other warriors.   183

    184  9. FLYNN practices a ricochet shot at a target --            184
            hits perfectly.


            END MONTAGE


    185  FLYNN BACK IN HIS CELL                                       185


         for a rest period. He is pacing back and forth, and we can see Ram
         seated in the next cell. Flynn goes to the bars.


                               FLYNN
                    Hey, Ram ... what were you ...
                    you know, before?


                               RAM
                           (nostalgic,
                            brightens)
                    Oh, I was an actuarial program...
                    worked at a big insurance company.
                    It really gives you a great feeling,
                    helping folks plan for their future
                    needs -- and of course, if you look
                    at the payments as an annuity, over
                    the years, the cost is really


                               FLYNN
                             (about to
                             get bored)
                    Yeah, yeah -- that's great.


                               RAM
                    How 'bout yourself?


                               FLYNN
                    Oh, uh...I don't remember too much...


                               RAM
                              (nods)
                    Sure, a little disorientation. That's
                    normal, when they transport you. It'll
                    come back to you. You're doing real
                    well in training. Remarkable, really...


         The POUNDING on Flynn's cell begins again.


    187  THE BRIDGE OF THE AIRCRAFT CARRIER                           187


         We see Flynn being led down the hall on the big screen behind Sark's
         console. Sark is staring up at the screen, frowning, nervous,
         frightened of this new User-warrior.


                               SARK
                         (over his shoulder)
                    Wait a minute...put this guy against
                    one of the other recruits.


    188  OMIT                                                         188

    189  A SHOT FROM IN FRONT OF FLYNN AND CROM                       189


         We see they are entering an open part of the Game Grid, with two
         bridges of energy extending across open space to two separate
         circular platforms, made up of concentric glowing rings. Crom
         marches across-one of these, and Flynn follows suit on the other.
         When they each reach the circular platforms, the bridges disappear.
         We see Flynn turn and stare back across the empty space, then turn
         and face his opponent. Above them a third floating disk hovers. He
         looks over at Crom, who's anxious.


                               FLYNN
                    Looks like we're in the same boat here -


                               CROM
                              (jumpy)
                    You think you're gonna wipe me right
                    out, don't you?


                               FLYNN
                    No, I


         A buzzer sounds. The game begins. Crom hurls a glowing pellet
         upwards. It strikes the upper platform, ricochets off, and heads
         straight for Flynn.


         Flynn lunges, but misses. The pellet strikes one of the rings of
         his platform, and that ring dissolves. Flynn's lunge takes him
         right to the edge of the open space created, and he just catches
         himself in time to keep from falling over the edge.


    190  FLYNN'S POV - DOWN                                           190

         down, down between the rings into an infinite pit.


    191  BACK TO FLYNN                                                191

         staring down. There's a SOUND and he looks up.

    192  HIS POV                                                      192


         Another pellet hits the mirror platform and hurtles down at him.


                               FLYNN
                    Hey!


    193  FLYNN                                                        193


         reacting, judging where this one will fall, racing to the farther
         edge of his platform, leaping over the empty ring on the way, and
         catching the pellet before it can' hit. He throws it back.


    194  CROM                                                         194


         Flynn's pellet hits the mirror, flashes down on him. Crom strains,
         but misses. One of his rings disappears.

    195  FLYNN reacting                                               195


                               FLYNN
                       (happy he's scored)
                    Okay!

    196  SARK'S AIRCRAFT CARRIER - THE BRIDGE                         196

         High above the game we see Sark watching.


    197  FLYNN                                                        197


         racing for another catch. He makes it and hurls the pellet again.
         We see that Crom's platform is disappearing fast.


    198  OMIT                                                         198

    199  THE GAME IN PROGRESS                                         199


                               FLYNN
                    Here's an easy one...


         Flynn throws again. The pellet hits the mirror platform and heads
         straight at Crom, who misses it. The pellet destroys the ring he
         was standing on, and Crom has to grab frantically at the edge of
         the next ring to keep from falling.


 200-201 OMIT                                                         200-201


    202  FLYNN                                                        202


         He is sent another pellet from above and catches it, holding it
         ready, waiting for his opponent to get back up on the ring.


    203  SARK                                                         203


         His face lit from below by the glow of the Game Grid... angry


    204  FLYNN                                                        204


         He puts down his cesta. Suddenly a voice rings out from above.
         Flynn looks up. There, appearing in the mirror disk above, is Sark's
         face, furious, huge.


                               SARK
                    Finish the game!


    205  FLYNN                                                        205


         staring at this apparition. He grits his teeth.


                               FLYNN
                            (shouts up)
                    No!


    205A REAL WORLD - A BUS STATION                                   205A


         In a Greyhound station waiting area, two kids are playing a video
         game, which appears to have broken down.


                               KID
                    What's wrong with it?


                               KID 2
                    I don't know... on the blink
                    or something... damn.

    205B ELECTRONIC WORLD - FLYNN, SARK, ETC. AS BEFORE               205B


                               SARK
                    Kill him!!!


         Flynn holds up the pellet... and drops it down into the abyss below.
         He stares back up at Sark's immense image.


                               FLYNN
                    No!


    206  SARK'S HUGE REFLECTED IMAGE                                  206


         in the mirror platform, towering above Flynn.


                               SARK
                    You'll regret this.

    207  SARK'S FINGER                                                207


         pressing a button.


    208  CROM                                                         208


         The ring he is holding on to dissolves, and with a SCREAM, he
         falls... and falls ... and falls...


    209  SHOT FROM BELOW FLYNN                                        209

         with Flynn visible, staring down, and the huge face of Sark above
         him.

    210  SARK                                                         210


         on the bridge. His finger wavers over another button, almost
         presses it... We see him-straining, trying to overcome his
         conditioning. Then he snatches his hand away.


                               SARK
                           (looking up)
                    No! You said he could die in the games

    211  FLYNN                                                        211

         staring up. The image on the mirror wavers and dissolves.


    212  SARK                                                         212


         He SLAMS his palm down on a panel on the console, and a BUZZER
         SOUNDS.


    213  FLYNN                                                        213


         as the bridge to his platform reappears, and we see guards starting
         to run across to him.


    214  RAM AND TRON                                                 214


         The sound of GUARDS' running feet approaching their cells. They look
         up.


    215  A CORRIDOR IN THE GAME AREA                                  215


         Flynn is being escorted down it. A couple of big Blue Warriors go by
         and deliberately brush into Flynn.

                               WARRIOR
                          (turning on Flynn,
                              snarling)
                    Outta  my way, rookie.


         Flynn stares at him; then, in one smooth motion, reaches to his back
         and pulls out his disk.


                               FLYNN
                    Out of my way, zero bit.


         He moves as if to throw the disk.


                               WARRIOR
                            (backing away)
                    Sure, sure ... just kiddin'.


         The other warrior grabs this one by the arm and pulls him away as
         Flynn and his guards continue on.


    216  THE HOLDING AREA FOR THE LIGHT CYCLE GAME                    216


         Ram and Tron are escorted in as Flynn is brought in from another
         corridor. Three blue warriors are lined up, waiting.


                               RAM
                    Flynn! Look, Tron, he survived!


                               FLYNN
                         (under his breath)
                    Tron...?


         He leans over to get a better look at Tron and GASPS in surprise.

                               FLYNN
                    Alan!

                               TRON
                            (frowning)
                    Where did you hear that name?


                               FLYNN
                    Well, isn't it -- ?


                               TRON
                    The name of my User, yeah. But how... ?


                               FLYNN
                          (thinking fast)
                    I, uh... I'm a program from a User
                    that... knows Alan...?


                               RAM
                    He was disoriented in transport, Tron.


                               FLYNN
                    Yeah, but I'm remembering all kinds of
                    stuff. Like...my User wants me to go
                    after the MCP


         Before they can go on, the BUZZER sounds.


                                                   CUT TO:


    217  LONG SHOT OF THE AIRCRAFT CARRIER                            217


         floating over the Game Grid, with a view of the light cycle arena.
         ZOOM IN on the section of the grid where the game is about to start.


    218  A SHOT FROM ABOVE                                            218


         The three Blue Warriors are lined up facing our friends, on opposite
         sides of the large arena, about a half mile square, surrounded by
         high bulwarks, and surveyed by Recognizers. We can see the carrier
         hovering high overhead.


    219  CLOSE ON TRON                                                219


                               TRON
                    That's what my User wants, too...


    220  SHOT OF THE THREE FRIENDS                                    220


         holding the handlebars of the cycles in front of them. We see Tron
         and Ram looking at Flynn, in the center.


                               FLYNN
                    I know...


    221  CLOSE SHOT - FLYNN                                           221


         With a sizzling electrical discharge, the light cycle is inscribed
         around him.


    222  SHOT OF THE THREE BLUE CYCLES                                222


         ready to go.


    223  SHOT OF THE THREE CONSCRIPT CYCLES                           223


         also ready.


    224  SARK                                                         224


         His finger presses a button and the BUZZER SOUNDS again.


    225  SHOT FROM ABOVE OF ALL CYCLES TAKING OFF                     225


         We see the six solid walls being formed behind the cycles. As we
         watch the outer four cycles veer off to either side, leaving Tron
         and his opponent speeding suicidally at each other:


    226  OMIT                                                         226


    227  TRON'S POV                                                   227


         of the other cycle heading straight at him.


    228  SHOT FROM ABOVE                                              228


         We see these two cycles come together and almost crash ... but both
         turn at the last second to the same side and continue rushing
         forward. The other cycles can be seen racing around the edge of the
         arena.


                               FLYNN'S VOICE
                                (into mike)
                    Nice one!


    229  SHOT OF TRON AND HIS OPPONENT                                229


         They start making turns, passing walls they have already created,
         each trying to box the other in.


                               TRON'S VOICE
                               (into mike)
                    Ram, stay all the way over ...


    230  CLOSE SHOT FROM THE SIDE - TRON                              230

         rushing forward.


    231  SHOT OF THE CYCLES                                           231

         turning.

                               RAM'S VOICE
                               (into mike)
                    I've got control. Go ahead.


    232  SHOT FROM IN FRONT OF TRON'S CYCLE                           232


    233  SHOT FROM ABOVE                                              233

         They rush past a wall, headed directly for a bulwark at the end of
         the arena. Tron is on one side, but the Blue Warrior is on the
         inside. Tron forces the warrior to smash straight into the wall.
         There is an explosion as the cycle de-rezzes, and a crack forms in
         the bulwark. We see that the walls created by the de-rezzed warrior
         dissolve as he does.

    234  SHOT OF FLYNN                                                234

         rushing alongside his opponent. They make a turn.

    235  CLOSE UP OF FLYNN                                            235

    236  LONG SHOT                                                    236

         They make another turn


    237  SHOT OF TWO CYCLES RUSHING                                   237

         right at the camera.


    238  FLYNN'S POV                                                  238

         of the maze of walls. He gets clear for a moment and spots the crack
         in the bulwark.

    239  CLOSE UP - HIS FACE                                          239

         reacting, getting an idea.

                               FLYNN
                            (into mike)
                    You guys...follow me.


    240  SHOT OF THE TWO CYCLES                                       240


         racing together, approaching the bulwark. At the last second, the
         Blue Warrior turns, but Flynn races right at the crack.


    241  SARK                                                         241


         observing this. With satisfaction. Now he will be rid of the User.


    242  FLYNN                                                        242


         He races straight at the crack... and through it.


    243  SARK                                                         243


         His face suffused with anger. He SLAMS a fist down on the console
         in front of him.


    244  LONG SHOT OF THE GRID                                        244


         The remaining four cycles are still racing around the arena.


    245  CLOSE UP - TRON                                              245


         reacting to Flynn's escape, hope in his eyes.


    246  ANGLE ON RAM                                                 246


         SMASHING another one of the Blue Warriors against a wall. He turns
         and races up next to Tron.


    247  SHOT OF THEM                                                 247


         side by side. They look at each other.


                               RAM
                           (into mike)
                    What do you think?


                               TRON
                           (into mike)
                    Do it!


    248  LONG SHOT                                                    248


         We see their cycles veer off and head straight for the crack. We
         HEAR a LOUD SIREN and a mechanical voice starts up:


                               VOICE
                      (through loudspeaker)
                    WARRIORS MUST STAY WITHIN THE GAME GRID.
                    REPEAT: ALL WARRIORS MUST STAY WITHIN THE
                    GAME GRID. WARNING. WARNING.


         We continue to hear this voice repeating under the escape, gradually
         diminishing as the three friends get farther away, until it dies
         out altogether.

    249  SHOT OF TWO RECOGNIZERS                                      249

         moving towards the dividing bulwark, passing over it.

    250  SHOT OF THE THREE ESCAPING CYCLES                            250


         racing through the narrow crack in the bulwark, barely enough room
         to get by. They emerge into an open corridor, with the Recognizers
         appearing overhead. We watch the cycles rush past the CAMERA...

    251  SARK                                                         251


         He is pacing across the bridge of the carrier, smashing guards out
         of his way.


                               SARK
                    Get them. Send out every Game
                    Tank in the Grid! Get them!

    252  SHOT FROM BELOW FLYNN                                        252


         as he looks up and spots the Recognizers hovering over them, about
         to come down for the kill.


                               FLYNN
                            (into mike)
                    Watch it!

                               RAM
                           (into mike)
                    Recognizers!

    252A SHOT OF RAM                                                  252


         heading for a smaller opening in one wall, labeled "Game Storage."

    253  SHOT FROM BEHIND                                             253

         as the three cycles race into the opening. The Reco's are blocked,
         way too big to fit through the opening.

    254  INT. WEAPONS STORAGE - SERIES OF SHOTS                       254


         FROM FLYNN'S POV as they rush through long narrow rooms filled with
         rows of tanks and missiles. As they speed past, the rows of tanks
         REV UP, turn in formation, one after the other, like the Rockettes,
         and follow.


    255  EXT. MAZE                                                    255


         Outside the game area, an electronic desert reminiscent of the Grand
         Canyon, with giant pillars rising high into the air, lined with
         narrow ridges and ledges. The cycles rush around corners of the
         ledges, pursued by the tanks, high above the flat surface. They come
         around a corner onto a wider ledge with several dark openings in the
         face of the cliff. They stop for a moment.

    255A ANGLE ON FLYNN                                               255A

    256  CLOSE UP - TRON'S FACE                                       256

         listening.

                               TRON
                            (into mike)
                    Game Tanks! Come on

    257  SHOT FROM ABOVE                                              257

         as the three cycles rev up and race off, headed for one of the
         narrow openings in the cliff face, and plunge into it, disappearing
         from view.

    258  INT. OF THE CAVE                                             258


         We see the three cycles descend a long sloping ramp into the
         darkness, down, down into the dry rot section. The cycles come to a
         stop and de-rez. Leaving each man standing with just the handlebars
         between his fists. They all let out a long SIGH and relax.


                               FLYNN
                    Oh man...when you're on the other side
                    of the screen...it all looks so easy...


         Ram and Tron look at Flynn as if he's crazy, then start smiling and
         grinning, until all three are LAUGHING.


    259  DESERT LABYRINTH                                             259


         as the force of tanks RUMBLES through the terrain, the aircraft
         carrier hovering overhead.


    260  BRIDGE OF THE AIRCRAFT CARRIER                               260


         Sark is staring feverishly out over the barren landscape.


                               SARK
                       (to one of the bridge
                            personnel)
                    Get the pursuit force back into 404A.
                    There's no place else they could be...


         Sark's lieutenant is watching the wall-sized screen behind Sark,
         where we can see a diagram of the area, with the tanks visible,
         moving through it. He turns to Sark.


                               LIEUTENANT
                              (confidently)
                    We'll have them in no time, sir. Long
                    before the interrupt interface.


                               SARK
                         (whirls on him)
                    We better, null unit. I'll be lucky if
                    the MCP doesn't blast me into a dead zone.
                    I want those programs!


    261  INT. CAVE                                                    261


         Ram, Tron and Flynn are climbing up to an opening in the wall of the
         cave. Beyond them we can see a cluster of structures, like a
         cityscape, and one enormous TOWER with a golden beam of light rising
         from it, farther up than the eye can see. No tanks are visible.


                               FLYNN
                           (looking out)
                    It's all circuits...
                         (points at tower)
                    Must be an input/output component...


                               RAM
                    The tower, yes -- Flynn, have you
                    remembered anything else about
                    yourself -- like what sector you're
                    from?


                               FLYNN
                           (sitting down
                          against a rock)
                    Well...my home "sector" was called
                    Paramus ...


                               RAM
                           (sits also)
                    PARAMUS... wonder what those initials
                    stand for ... (starts counting them
                    off on his fingers) ...probably Program
                    Assist Routine -- well, it sounds like
                    a lovely place.


                               FLYNN
                              (shrugs)
                    It grows on you.


         He notices that Tron is not listening to them any longer, but is
         gazing upwards.


                               TRON
                            (murmuring)
                    I can feel it ...


         Flynn and Ram turn.


                               FLYNN
                    Feel what? You okay?


                               RAM
                    Alan-One...


                               TRON
                    Yes... he's got something to tell me...


         Ram and Tron look out at the distant tall tower.


                               RAM
                    You think we can make it there?


                               TRON
                    We have to.


                               FLYNN
                      (pointing to a corner
                           of the cave)
                    Hey, what's that?


         They all look back, into the darkness behind them. A glowing stream
         can just be seen. Ram gets up.


                               RAM
                    it's just what we need.


    262  INT. NICHE                                                   262


         Ram and Tron are drinking, kneeling at the stream of flowing,
         brilliant LIGHT.


                               TRON
                    Oh, that's nice. You always forget how
                    good fresh energy feels, till you get
                    to a pure source...
                            (to Flynn)
                    Have some...you'll need it.


         Flynn goes to the stream, dips his hands in, takes a drink.


                               FLYNN
                         (wiping his mouth)
                    well... when do we pay a call on the ol'
                    Master Control?


         Tron and Ram are taken aback.


                               TRON
                    What, just the three of us?


                               FLYNN
                              (shrugs)
                    You know anybody that's got an army for
                    rent, that's fine...but my, uh, User said
                    to go take that sucker out. An' let's
                    face it, the big ox isn't gonna get any
                    weaker. I feel like hittin' him now,
                    while I'm good an' mad. Some nerve...
                    what does he care whether you guys get
                    killed, long as he keeps rakin' in
                    quarters?


                               RAM
                            (to Tron)
                    Do you know what he's talking about?


                               TRON
                            (to Flynn)
                    I have to find out what Alan wants...
                    that comes first.


                               FLYNN
                    Okay, that's first. Maybe he knows
                    what to -


         Suddenly, we hear a RUMBLING SOUND. Flynn looks up sharply.


                               FLYNN (CONT.)
                    What's that?


                               TRON
                    Tanks...coming back. Let's go.


         With that, there's an EXPLOSION from outside the cave. Each of the
         men holds up his cycle handlebars, and the three cycles SIZZLE back
         into shape and race up the ramp, and on out.


 263-265 OMIT                                                         263-265

    266  EXT. CAVE                                                    266


         The three cyclists pause at the cave opening, sizing up possible
         avenues of escape in the terrain below.


                               FLYNN
                              (points)
                    How about over there...that empty
                    memory?


                               TRON
                           (shakes head)
                    No good...they might block off the
                    old chip.
                             (points)
                    This way.


         The cycles race out of the cave entrance and head down, away from
         the approaching tanks, through the electronic canyons, shells
         EXPLODING around them. We see the tanks close behind.


    267  POV OF A GUN SIGHT                                           267


         from inside of the tanks, of the three bikes heading into a narrow
         arroyo.


    268  SHOT OF THE CYCLES                                           268


         They just make it around the corner when an EXPLOSION boasts the
         entrance to the arroyo, entering what appears to be a maze of very
         narrow canyons with short walls. They turn another corner and come
         to the edge of a gaping ravine.


         Several hundred feet to their left a narrow bridge connects their
         ledge with another canyon wall, and a wider ledge, which leads down
         to the floor of the entire area, and on to freedom.


                               TRON'S VOICE
                    The bridge! Come on!


         The tanks are following through the maze, smooth gray automatons,
         lifeless, inexorable nemesis. Tron's cycle is in the lead as all
         three race for the bridge, but behind them, we see the first tank
         turning the corner.


                                                   CUT TO:


    269  POV OF TANK GUNSIGHT                                         269


         as the turret swings around and focuses on the bridge.


    270  SHOT OF THE BRIDGE                                           270


         Tron races out on it, Ram and Flynn behind. Just as Tron reaches
         the other side and Ram has just started to cross, there's a
         tremendous EXPLOSION of electronic FLAK, blasting Ram and tossing
         him back on top of Flynn. Both cycles de-rez. The bridge disappears,
         and a mass of rubble falls, partially Obscuring Ram and Flynn. Tron
         SCREECHES to a halt and swings his bike back around.


         He looks around -- Ram and Flynn are nowhere in sight. in the ravine
         below, he SEES a pile of motionless rubble.


         The tank fires again, narrowly missing Tron, and he REVS up again,
         speeds off down the ramp, and is gone.


                                                   CUT TO:
 271-272 OMIT                                                         271-272


    273  FLYNN AND RAM                                                273


         Ram is badly injured, unconscious. Flynn struggles to his feet,
         sees the tank turret swiveling towards him, grabs Ram and picks him
         up.


    274  SHOT OF FLYNN                                                274


         struggling with Ram's limp body, wedging himself into a narrow crack.


                                                   CUT TO:


    275  SARK                                                         275


         in the carrier above. He is watching the action on the wall screen
         behind his console, back to the camera. The picture is coming from
         the lead tank. To him, it appears as though Ram and Flynn had been
         blown up, since no sign of them is visible. We can see his
         lieutenant nearby, operating the communications.


                               SARK
                         (to lieutenant)
                    Make contact with master Control...
                             (smiles)
                    he'll be pleased to hear we're all
                    finished with that User he sent us.


    276  EXT. DESERT - TRON'S CYCLE                                   276

         speeding through the flat, desert-like terrain, heading straight for
         the cityscape tower in the distance.

    277  SHOT IN FRONT OF HIM - HIS FACE                              277

         Far behind him, we see the image of Sark's carrier ponderously
         moving in his direction.

                                                   CUT TO:

    278  FLYNN AND RAM                                                278


         Flynn is supporting Ram, half carrying him, and it is
         getting darker.


                               FLYNN
                    You gonna make it?


         Ram weakly nods, but doesn't look very convincing. Flynn bites his
         lip and struggles on. They are down on the floor of the desert,
         leaving the towering canyons behind. A large, dim shape can be made
         out. Flynn peers at it hopefully and struggles towards it.


                                                   CUT TO:


    279  FLYNN                                                        279


         arriving in front