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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

    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

                    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

         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

                                                   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

    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

    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

                                                   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."


                    Lemme play you again?

                               TEENAGE GIRL
                            (holds out a hand)

                    Yeah, if you've got another quarter.


                                                   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

         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.

                    Thank. you, Master Control.

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

                    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?

                    Strategic Air Command.

                               SARK (impressed)

         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...

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

                    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...

                         (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.

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


                    You believe in the Users?

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

                    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?



                    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.

                    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.

                    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.

                    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.

                    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.

                    Not for long, friend.

                                                   CUT TO:


         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.

                    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.


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

                    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

                    ...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.

                    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.

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

         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.

                    Uh oh...we got company.

                     (coming into shape again,
                        but red this time)

                    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

    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

                           (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



                    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.

                    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.

                    What'd he pull?

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

                       (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.

                    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?

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

                    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.

                    Get me Dillinger.

                                                   CUT TO:

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

         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.)
                               A SECRETARIAL VOICE (O.S.)
                    Mr. Dillinger?
                               DILLINGER'S VOICE (O.S.)
                               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.

         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


         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.

                    Hello, Ed. Thanks for coming back early.

         Dillinger settles into a chair.

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

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


                    Yes.  It felt like Flynn.

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

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

                    Meanwhile, he might find it.

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

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

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


                    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:

                    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.


         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.

                    Come on in...

                    Alan. Alan Bailey.

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

         He waves Alan to a chair; they sit.

                    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.

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


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

                    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.

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

                    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.

                    Mmm. Part of the Master Control Program?

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

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


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

                    Oh boy.

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

                    Ed, I am so very disappointed in you.

                    I'm sorry -

                    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?

                    It's my fault. I programmed you to want
                    so much...

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

                    The Pentagon?

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

                    Now, wait a minute -- I wrote you.

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

                    What do you want with the Pentagon?

                    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.

                    If you think -

                    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?

                    You wouldn't dare.

                    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

   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:

                    Well, here goes nothing ...

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

                    Well, I meant -

                    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.

                    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.

                    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.


         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.


                    Hello, 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.

                    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)

    75   CONTINUED                                                    75

                    Great. Can it send me to Hawaii?

                    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.

                    How's it going upstairs?

                    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.

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

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

                    They'll start to soon enough.

                    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.

                    Did you say Group 7 access?

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

                    Did he say why?

                    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?

                    Flynn had Group 7 access.

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

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

                    Okay, okay...

                    I want to go to his place.

                    You call that getting over it?

                    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.

                    What for?

                    To warn him.

                    Of what?

                    That Dillinger's on to him.

         They get into the elevator.

                    For what?

                    For being on to Dillinger.

                       (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."

                    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.

                    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.

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

                    We have to talk.

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

         He leads them toward the back of the arcade.

                    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.

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

                    Have you been sneaking into the
                    ICOM system?

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

         Alan looks profoundly uncomfortable.


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

         Flynn laughs.

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

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

                    You did break in.

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

                    Are you embezzling?

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

                    I don't get it.

                             (to Lora)
                    You haven't told him?

         She shakes her head.

                               FLYNN (CONT.)
                    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,
                             (waves at one of the
                             games in the room)
                    ...Space Paranoids.

                    You invented Space Paranoids?

                    Yepper. And Vice Squad, and Meltdown...
                    whole slew of 'em. I was this close
                    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.?

                    Senior exec.

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

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

                    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 ...

                    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.

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


                    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..

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

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

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

                    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.

                    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.

                    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 -

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

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

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

                    User requests are what computers are for.

                    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

         Gibbs turns wearily away from the display.

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

                    It can be arranged...

         Gibbs turns to face Dillinger again.

                    That was uncalled-for.

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

                    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.

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

         She jerks her thumb over her shoulder.

                    Do I gotta?

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

    103  CLOSE ON FLYNN AND ALAN                                      103

                    Hi, Alan.

                    Hi, Flynn.

         Flynn pulls a bag of doughnuts from his pocket.

                    My dinner.

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

                    Want one?

                    Uh... got any cinnamon?

         Flynn smiles, hands Alan a doughnut.

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


         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.

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

                    I'm certainly not.

                    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.

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

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

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

    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.

                    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.

                    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.

                    You shouldn't have come back, 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?
                    CODE SERIES LSU-123 ... activate.
                    CODE SERIES ESS-999 ... activate.
                    CODE SERIES HHH-888 ... activate.

                    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.

                         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.

                    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...

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

                    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.

                    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.

                    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.

                    SARK, ES-1117821. Open communication.

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

                    Yes, 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.

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

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

         Sark looks up, shocked.

                    A User?

                    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.

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

                    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!
                    Humans they can't even keen their social
                    order in one piece

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

                    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.

                    Wait...I need that...

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


                    Yes...acknowledge, Master Control...

                    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.

                    Video Game Unit #18. In here, program.

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

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

    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.

                          (looking over
                          his shoulder)
                    New guy...

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

                    The Users...you really think they're
                    still there?

                    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.

                    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.

                    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.

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

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

                    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

    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

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

                            (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


    146  BRIDGE OF AIRCRAFT CARRIER                                   146

         Sark, looking out over the grid.

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

    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.

                    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:


    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.

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

                    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

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

                    How 'bout yourself?

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

                    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.

                         (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.

                    Looks like we're in the same boat here -

                    You think you're gonna wipe me right
                    out, don't you?

                    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.


    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

                       (happy he's scored)

    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

                    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.

                    Finish the game!

    205  FLYNN                                                        205

         staring at this apparition. He grits his teeth.

                            (shouts up)

    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.

                    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

                    Kill him!!!

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


    206  SARK'S HUGE REFLECTED IMAGE                                  206

         in the mirror platform, towering above Flynn.

                    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

    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.

                           (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

    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

    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.

                          (turning on Flynn,
                    Outta  my way, rookie.

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

                    Out of my way, zero bit.

         He moves as if to throw the disk.

                            (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.

                    Flynn! Look, Tron, he survived!

                         (under his breath)

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


                    Where did you hear that name?

                    Well, isn't it -- ?

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

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

                    He was disoriented in transport, Tron.

                    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

                    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.

                    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

                               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


                               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.

                            (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.

                           (into mike)
                    What do you think?

                           (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:

                      (through loudspeaker)
                    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.

                    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.

                            (into mike)
                    Watch it!

                           (into mike)

    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


                            (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.

                    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.

                       (to one of the bridge
                    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.

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

                         (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.

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

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

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

                           (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.

                    It grows on you.

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

                    I can feel it ...

         Flynn and Ram turn.

                    Feel what? You okay?


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

         Ram and Tron look out at the distant tall tower.

                    You think we can make it there?

                    We have to.

                      (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.

                    it's just what we need.

    262  INT. NICHE                                                   262

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

                    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.

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

         Tron and Ram are taken aback.

                    What, just the three of us?

                    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

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

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

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

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

                               FLYNN (CONT.)
                    What's that?

                    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.

                    How about over there...that empty

                           (shakes head)
                    No good...they might block off the
                    old chip.
                    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

    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

    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.

                         (to lieutenant)
                    Make contact with master Control...
                    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.

                    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 of a block-like shape, with a narrow opening.
         Exhausted, Flynn lets Ram down to the ground, goes to the opening
         and looks in. Looks okay, so he comes back.

                                                   CUT TO:

    280  FLYNN AND RAM                                                280

         sitting down inside the hiding place, collapsing. Ram is unconscious
         anyway, and Flynn's eyes soon closed.

                                                   FADE TO BLACK:
    281  FADE UP FROM BLACK                                           281

         Some light comes in the opening, and we see Flynn lying on a
         platform across from Ram. Ram's glow appears to be almost gone.
         Flynn's eyes open. For a second he doesn't know where he is, but
         then he spots Ram, and comes fully awake. Ram is watching him. Flynn
         looks around. He gets up and stretches, his hand reaching up towards
         the ceiling. It brushes against one panel and suddenly the energy
         glow from his body seems to leap from his hand to the panel, leaving
         it with a glow of its own. The entire chamber starts to shake and

                           (holding onto
                             the wall)
                    What's goin' on?

                      (looking around, weak)
                    We're inside a Recognizer...
                            (to Flynn)
                    You are crazy -- stealing a Recognizer --

                       (stumbling, trying to
                         keep his balance)
                    Are you kidding? I think it's stealing us -

         Flynn tentatively places his-hands on separate parts of the
         instruments. An energy flow starts, and with a mighty heave and
         shudder, the chamber they're in turns over, knocking both Flynn and
         Ram to one side. The Recognizer is now in its standard upright

                                                   CUT TO:

    282  EXT. SHOT OF THE RECOGNIZER                                  282

         as it stands up, covered with a static overlay, partially de-rezzed.

    283  INT. RECOGNIZER                                              283

         Through the head of the Reco, we can look out at the landscape below.

         Flynn sits stunned for a moment, then stumbles over to Ram, who's
         going fast.

                    You okay? You don't look so good.

         Ram nods weakly.

                               FLYNN (CONT.)
                    Hang on. We'll get you outta here.

         Flynn touches panels, trying to get the Recognizer going, but with
         no result.

                               FLYNN (CONT.)
                    Damn! Never fails... minute the
                    warranty runs out...

                    Come here.

         Flynn goes over to him and kneels. Ram grabs his hands. Suddenly
         Ram's fading glow begins to flow through their clasped hands into
         Flynn. Horrified, Flynn tries to pull away, but Ram holds him fast.

                    Hey... !

                    Little more juice's all it needs...

         Ram's last bit of energy flows into Flynn and Ram's body de-rezzes.
         Flynn watches in horror, frantically trying to reverse the flow,
         but it's too late. Ram disappears before his eyes. Stunned, he
         gazes at the empty space for a moment, then stands up.

                                                   DISSOLVE TO:

    284  THE CITY LANDSCAPE                                           284

         Tron arrives at the city, gazing around an empty, surreal, burnt-out
         landscape. Buildings seem two dimensional, barely there, at a low
         rate of power, so drained by the MCP. The cycle de-rezzes. There's a
         NOISE from above, and Tron looks up.

    285  TRON'S POV                                                   285

         A Recognizer floats over the city, moving towards him.

    286  EXT. CITY LANDSCAPE                                          286

         He hides behind a building as the Reco passes. A strange, zombie-like
         figure comes down one of the streets, and the Recognizer swoops over
         it, the static field flashing between the legs, passing through the
         figure, dissolving it.

    287  CLOSE UP TRON'S FACE                                         287

         Very grim. He looks out onto the street and sees two more of the
         figures, standing together, staring at each other, barely moving.
         Dead, lifeless, but animate. Tron comes out on the street, staring
         at these figures. He locks around the city in confusion, shaking his
         head sadly, but walks on.

    288  TRON TURNS A CORNER                                          288

         Up ahead we see a large, multi-storied factory-like building.

    289  CLOSE UP - TRON IS FACE                                      289

         This is what he was looking for. He looks from side to side,
         figuring the best way to get to the building. In front of the
         building stand a small group of the memory guards.

                                                   CUT TO:

    290  EXT. CITY - LONG SHOT                                        290

         of the city, and the tower and beam rising high into the air, with
         Sark's carrier far away, nearing the city.

                                                   CUT TO:

    291  EXT. CITY - LONGER SHOT                                      291

         over the complex landscape, of the distant city and tower, with
         Sark's carrier far away, nearing the city.

                                                   CUT TO:

    292  INT. RECOGNIZER - FLYNN                                      292

         This was his POV out of the window of the Recognizer. His face is
         sad, he is still mourning Ram. This is a very low point. He sighs,
         then looks around, putting his palm on one panel after another.
         One of them glows brilliantly as he touches it, and the Recognizer
         gives a violent shake, then stops.

                    Never gonna figure out how to work
                    this thing...

         There's a NOISE from above. He looks up.

    293  HIS POV                                                      293

         We see a bright glow behind one of the pieces of equipment.

    294  FLYNN                                                        294

         His eyes widen, then narrow. He non chalantly turns away, pretending
         to be still examining things.

                                                   CUT TO:

    295  THE GLOW                                                     295

         Appearing again, peeking around the corner. It comes forward, trying
         to get a look at Flynn. The BIT.

    296  WIDE SHOT                                                    296

         Flynn whirls around, fingers poised like a gunfighter. The Bit gives
         a violent start and leaps back, out of the way, but immediately
         comes back, peering at Flynn. Flynn is moving closer.

                    Okay -- hold it right there!

         The Bit is still in its pure energy form, but then it suddenly
         recognizes Flynn (thinks he is Clu), expands in a smooth green
         sphere -- the "Yes" mode and shouts:


         The Bit subsides into energy form again.

                        (still suspicious)
                    What do you mean, "'yes"?

                    Yesssss. Yes. Yes. Yes.

         From now on, whenever the Bit speaks, it is a ball-shaped character,
         red or green, with a hint of a face, but as soon as it stops
         speaking, it reverts to a brilliant spark of light.

                    That all you can say?

                         (of course not,
                         you know better)
                    No, nyet, negatory, not on your
                    tintype, no way.

                    Oh. Anything else?

                    Oui, da, yessiree, sure 'nuff, you betcha.

                    only yes and no...
                             (it dawns)
                    You're a bit.

                    For sure...

                    where's your program? Won't it miss you?


         Flynn eyes the bit cautiously.

                    I'm your program?

                    Right on the money!

                    Another mouth to feed... you don't by any
                    chance know how to drive this crate?

         In answer, the Bit moves toward the center of the cabin where a
         platform supports a four-foot tube with a crossbar. Flynn follows,
         stares at the setup for a moment, then steps onto the platform and
         grabs the cross-bar.

                               FLYNN (CONT.)
                    Like so?

         Before the Bit can answer, Flynn's power flows into the Recognizer,
         and it takes off like a bat out of hell

 297-298 OMIT                                                         297-298

    299  EXT. RECOGNIZER                                              299

         heading for the city. It lurches forward unevenly, crashing drunkenly
         into a wall and bouncing off another one.

    300  INT. RECOGNIZER                                              300

                        Way to go! We're haulin'!

                        Yes, okay, exactement!

 301-302 OMIT                                                         301-302

    303  INT. SIMULATION HANGER COMPLEX                               303

         This is the building Tron was eyeing when we left him. We see him
         inside now, in a corridor, passing a large opening which gives views
         of partially completed structures: an aircraft carrier, a strange
         elongated craft that resembles a sailboat on its side. All composed
         partially of glowing lines, and partially of flat smooth surfaces.
         We see several female programs working in these rooms. This building
         only has female workers, but they are all pale and listless, no
         interest in anything, staring at their feet as they shuffle along.
         Tron looks farther down the corridor.

                                                   CUT TO:

    304  HIS POV                                                      304

         We see a file of the female workers coming down the corridor towards

                                                   CUT TO:

    305  TRON                                                         305

         as he moves back against the wall, into a niche.

         As the first girl passes his vantage-point, his hand flashes out and
         grabs her around the mouth, yanking her back into the niche with him.
         The line of workers mechanically files on past.

         We watch from the rear of the niche, as Tron holds the girl against
         his chest until all the workers are gone. She struggles feebly,

                    I'm not gonna hurt you.

         She stops struggling.

                               TRON (CONT.)
                    I'm going to let you go now... don't
                    scream, or I'll be very sorry.

         His hands loosen, and he releases her.

                                                   CUT TO:

    306  SHOT FROM IN FRONT                                           306

         We see the faint pale image of the girl from full face for the first
         time. She looks tired and uninterested. Her face...is Lora's face,
         still beautiful in its pallor.

                    Put your hand behind your back.

         Slowly she obeys.

    307  CLOSE UP - TRON                                              307

         A slow smile appears on his face.

    308  SHOT OF THEM BOTH                                            308

         He extends his own hand to touch hers, palm to palm. As contact is
         made, a rich glow appears between the two hands, strengthening as we
         watch. A look of wonder crosses her face as the energy flows into
         her. She turns, entwining her fingers in Tron's.


         She throws her arms around him.

                        (smiling, hugging
                           her tightly)
                    Yori... hey...

                    Oh, Tron... I knew you'd escape...
                    they've never built circuit that could
                    hold you...

         She-looks around nervously.

                          (pulling him by
                             his hand)
                    This way. Come on.

         They walk quickly toward a flight of stairs.

                                                   CUT TO:

    309  THE STREETS                                                  309

         Tron and Yori are cautiously passing along the sidewalk. We can see
         the glowing beam of the 1/0 Tower over the tops of all the buildings,
         and several half-gone programs standing around. As they pass, they
         hear snatches of conversation.

                    ...artillery for Video Game Sector...

                               PROGRAM 2
                    ...all mathematical functions
                    transferred to...

                    I can't believe how bad it's gotten
                    around here since the MCP started
                    taking over... all the good functions
                    have shut down... everybody looks so dead...
                    I'm afraid to even go out during down-time...

                    That's all going to change, Yori...


                    Don't know yet... I have to get
                    in touch with Alan. He was going
                    to tell me how to

         Suddenly Yori looks up, sees something, grabs Tron's hand and pulls
         him back into a nearby alley. She points up in the air.

                                                   CUT TO:

    310  EXT. SKY - HER POV                                           310

         as she looks up. Recognizer.

                                                   CUT TO:

    311  YORI                                                         311

         She shivers, and holds Tron's hand tighter.

                                                   CUT TO:

    312  EXT. YORI'S BUILDING - LONG SHOT                             312

         Tron and Yori arrive at the ground level entrance.

    313  INT. HALLWAYS                                                313

         Tron and Yori walk through long hallways and arrive at her door.
         She whistles and the door disappears. They step through.

                                                   CUT TO:

    314  INT. YORI'S APARTMENT                                        314

         As Tron and Yori enter. The apartment appears to be a box, with one
         window overlooking the cityscape, and the I/0 Tower. At first it
         looks empty, with strange murals of one dimensional furniture on the
         walls and floors.

                    My quarters.

                    Why is everything...like this?

                    It's a flat. But wait a micro...

         She lays her palm on the wall near the door. The door reappears, and
         a glow starts to fill the room, softly, slowly. Tron looks around;
         the flat paintings of furniture are expanding, filling out, becoming
         three-dimensional. The room glows a soft rose color, becomes
         charming, soothing. It is still small and limited, but the light in
         the air and the few pieces of furniture give off a loving, seductive
         aura. Tron turns back to Yori, smiling, and stops.

    315  HIS POV                                                      315

         With her hand still on the wall panel, she is glowing absorbing
         extra energy, changing. The severe work clothes metamorphosize into
         shimmering, diaphanous drapery, twinkling with thousands of
         diamond-like points of light. A silvery tinkling SOUND comes from
         her robes as she moves forward; her beautiful face, now surrounded
         by a soft mane of hair, glows with pleasure at the expression in
         Tron's face. She smiles lovingly, and reaches out her hand.

                    Come here.

    316  TRON                                                         316

         His face tells the story. The fugitive, returned from long exile, is
         being fully rewarded for his efforts.

                    You're beautiful, Yori.

    317  SHOT OF THEM BOTH                                            317

         as their hands touch, and the glow springs out between their
         flattened palms.

         Tron pulls her close to him, sliding his hand up her arm, leaving a
         glowing trace, and her hands move up over his chest.

                    You've grown, big program.

                    I had to...in the games...

         They move together into an embrace, but their lips never touch. All
         the energy is transmitted through their hands. They sink down onto
         what looks like cushions made of stars, their glow increasing. The
         room fills with the brilliance of the energy they are giving each
         other, and we hear their sighs, as the MUSIC comes up. Each of them
         moves their hands over the other, moving slowly, as if they were
         trying to touch the other's entire body at once. They roll over and
         are enveloped in the cloud of stars...

                                                   SLOW, SLOW DISSOLVE TO:

    318  EXT. AIRCRAFT CARRIER                                        318

         hovering in the air above the factory city, moving slowly forward.
         ZOOM OUT past the carrier towards the landscape beyond.

                                                   CUT TO:

    319  EXT. CITY - L0NG SHOT                                        319

         A slightly out-of-control Recognizer arrives in the city, wobbling,
         careening, glancing off a building or two.

 320-321 OMIT                                                         320-321

    322  INT. RECOGNIZER                                              322

         Flynn is having trouble controlling the Reco.

                    This honey doesn't handle so good
                    in town...

                    No, nuh-uh, never in a million years!

         He lays his hands from panel to panel, causing one after another to
         light up in a random pattern, almost with a beat, but the Recognizer
         only slams into another building and keeps going. The Bit starts

                    Ix-nay! Noper! Under no conditions -

         Flynn looks frantically around, spies a large panel to one side that
         he hasn't tried yet, and slaps his palm down on it.

                           (that's more
                             like it)
                    Right, confirmed, I couldn't have
                    put it -

                                                   CUT TO

    323  EXT.                                                         323

         as the Reco screeches to a screaming stop... but the head of it,
         with Flynn and the Bit, breaks loose, and flies through the air,
         landing in what looks like a garbage dump.

                                                   CUT TO:

    324  INT.                                                         324

         as Flynn shakily pulls himself out of the debris, the Bit nervously
         hovering over him.

                              (to Bit)
                    Catch me listening to you again.

    325  EXT.                                                         325

         A group of low resolution programs are walking by. Flynn emerges
         from the broken-off head, stunned, but unhurt, the Bit flying by
         his side. He blearily sees the passing programs, but doesn't realize
         they are at such a low state of consciousness that they can't see

                    Hey. Hi. Hey, everything's okay. Fine.
                    Little trouble, but we're okay. Thanks
                    for your concern. So long.

         They move on.

                            (to the Bit)
                    This town's full o' live ones.

                    Not a chance.

    328  EXT. CITY PLAZA                                              328

         Tron and Yori are crossing an open plaza-like area, on their way to
         the I/0 Tower. They pass by more zombie-like programs and overhear
         bits of conversation, all in dead-sounding monotones.

                    I have to re-route the insurance
                    information bits... Next cycle we
                    start the war game simulation for
                    the MCP... Did you make that accounts
                    receivable adjustment for Sark...
                    Certainly... the MCP wants only
                    minimal functions left in Sector 84Q.

    329  EXT. THE BASE OF THE I/0 TOWER                               329

         It looms high overhead.

    330  TRON AND YORI                                                330

         on a long curving walkway which encircles the base of the Tower,
         approaching a wide door in the wall.

    331  INSIDE THIS DOOR'                                            331

         We see that it opens onto a wide elevator platform, which is now
         rising upwards at a steep angle, carrying Tron and Yori smoothly
         and silently towards an opening in a floor a hundred feet overhead.

    332  SHOT FROM BELOW THEM                                         332

         looking upwards as they move.

    333  THE UPPER FLOOR                                              333

         as the elevator platform arrives, and they step off. We get the
         sense of massive, over-size ceilings, floors, windows and machinery,
         dwarfing the programs who come to the Tower to communicate,
         preparing them for the experience, as a vaulting cathedral prepared
         the sinner for confession. But here, everything is composed of clean,
         sharp, angular surfaces.  On this second story there is floor and
         ceiling, but no outer wall, so we can still see the city-grid below
         and beyond.

         Tron and Yori cautiously move forward across the floor, heading for
         a door into the inner parts of the Tower.

 334-349 OMIT                                                         334-349

    350  THE CENTRAL CHAMBER                                          350

         of the I/0 Tower. A large, raised circular altar stands against one
         wall, with a darkened opening behind it. A square, secondary altar
         supports the first, about fifty feet up a side.

         In the middle of the altar we see a structure of stacked, diminishing
         steps, the final one forming the shoulders of an armless, padded
         suit with a puffed headdress revealing the face of the I/0 Tower
         priest, DUMONT. His eyes are shut. His face is lined with age, but
         still holds a sprightly sensitivity. It is the face of Dr. Gibbs,
         from the laser lab in the Real world. There is a large, V-shaped
         opening behind the altar, and the circular steps glow a hot neon,
         each a different color. The stripes of color thus formed bleed
         upwards onto the wall, lining either side of the V opening. There is
         only blackness beyond.

    351  DUMONT'S FACE                                                351


    352  REVERSE ANGLE                                                352

         Tron and Yori walk toward him from an entranceway across the wide
         room, their footsteps ECHOING.

 353-374 OMIT                                                         353-374

    375  CENTRAL CHAMBER - TRON, YORI, DUMONT                         375

         Tron and Yori stop at the foot of Dumont's altar.

                    Dumont... ?

         The priest's eyes flicker open. He looks at Tron and Yori, doesn't
         recognize either one.


                    I... have come to communicate with
                    my User.

                    Hmm. A difficult proposition...
                    difficult proposition at best.
                       (indicates empty chamber)
                    Perhaps you've noticed... we're not
                    exactly packing them in these days ...


                    You know, not so long ago, you
                    could've come in here and seen
                    programs lined up all the way back
                    to those doors, waiting for communion
                    with their Users. The building fund
                    was doing well too...but now...
                    ...this so-called Master Control
                    Program is going around cutting
                    programs off from their natural
                    creators, grabbing all our believers
                    and making them ride around on little
                    motor scooters and shoot things at
                    each other and Weiner knows what all--
                    oh, it's enough to give you a crisis
                    of faith...

                    Well I want to communicate --

                    Oh, you want to -- hah. I could
                    get myself de-rezzed just-for letting
                    you in here. They hate this tower.
                    They'd close it down if they dared
                    to but they keep me around, in case
                    one of them wants to deal with the
                    other world once in a while. And
                    you should hear the way they commune!
                    Sounds like they were routing a
                    payroll, for all the heart they put
                    in it. No, I don't think you

         Tron steps closer, speaks quietly to Dumont.

                    Dumont... my User has information
                    that could -- could make this a
                    free system again.


                    Really. You'd have programs lined
                    up around the block to use this
                    place -- and no MCP looking over your

                    When you've been in the system as long
                    as I have, you hear many promises...
                    many reassurances...many brave plans...

         He pauses, sizing Tron up, considering it. Finally:

                               DUMONT (CONT.)
                           (falling into ritual)
                    Who is your User, program?

                    Alan-One. He calls me... may I pass?

                    All that is visible must grow beyond
                    itself and extend into the realm of
                    the invisible.

         Dumont nods, and the neon glow fades a little.

                    You may pass, my friend.

         Tron runs lightly up the steps, past Dumont, into the darkness

                                                   CUT TO:

    376  EXT. 1/0 TOWER                                               376

         We see Flynn and the Bit walking towards the Tower, staring
         curiously at the zombie-like characters on the streets.

                                                   CUT TO:

    377  A CORRIDOR IN THE TOWER. A CORNER.                           377

         We see a face peer around it. Flynn.

                    This is where Tron said he was going...

         Below him, at waist level, also peeking around the corner, we see
         the glow of the Bit. Flynn moves out from the wall and starts going
         down the hall, Bit following.

                               FLYNN (CONT.)
                    Looks like his kind of place, too...
                    real serious.

         CAMERA SWIVELS and watches him walking quickly away from us. We HEAR
         the sound of many feet marching as Flynn reaches the end of the
         corridor. He stops and glances over his shoulder.

                                                   CUT TO:

    378  A SHOT FROM IN FRONT OF HIM                                  378

         As he stares down at the far corner. The SOUND of marching feet
         coming closer.

                                                   CUT TO:

    379  CLOSE SHOT - MANY FEET MARCHING FAST                         379

         PULL BACK AND TRUCK IN FRONT as we get a view of these characters...
         Sark... and a force of guards and six Blue Warriors. Sark is in
         front, enjoyment on his face. As far as he's concerned he's just
         going in for a final, easy kill of one renegade program who is

                    Hut! Hut! hut! Hut! Hut!

                                                   CUT TO:


         as Sark and his men come around the corner. Flynn is nowhere to be
         seen. Sark marches TOWARDS THE CAMERA, right into it.

                                                   CUT TO:

    381  A SHOT FROM THE CORNER                                       381

         at Sark and his men from the back as they continue on down the hall.
         The file of men is moving away. We can see that there is a wide ledge
         about ten feet up the wall, containing the lighting source.

                                                   CUT TO:

    382  POV FROM LEDGE                                               382

         looking down at the file of men going by. The last one passes.

                                                   CUT TO:

    383  A SHOT FROM RIGHT BEHIND THE LAST WARRIOR                    383

         Flynn suddenly drops down to the floor. The warrior turns snarling,
         lifting his staff.

                                                   CUT TO:

    384  A SHOT OF FLYNN'S UPRAISED ARM                               384

         his hand in a fist, falling.

                                                   CUT TO:

    385  A FLASH OF BLUE LIGHT.                                       385

                                                   CUT TO:

    386  A SHOT FROM ABOVE                                            386

         Flynn is standing over the fallen Warrior.

                               BIT (V.O.)
                    All right!

         Flynn looks up AT THE CAMERA, finger to his lips.

                                                   CUT TO:

    387  A SHOT FROM THE CORNER OF THE HALL                           387

         We can see Sark's men marching on away from us, and Flynn leaning
         over the warrior with the Bit hovering over him. As we watch, Flynn
         places both his hands on the Blue Warrior's chest. Quickly, the blue
         static pattern covering the guard flows into Flynn's hands up his
         arms, and transfers entirely to him and the warrior derezzes.

                                                   CUT TO:

    387A The Bit, upset, BUZZES around Flynn nervously.               387A

                    Sshhh I'm still me. Just a different
                    color. C'mon.

                                                   CUT TO:

    388  A SHOT OF FLYNN                                              388

         marching fast down the corridor, after Sark.

                                                   CUT TO:

    389  INT. I/0 HALLWAY - MED. SHOT SARK - FULL FACE                389

         surrounded by his guards. He. is looking up, eyes narrowed.

                                                   CUT TO:

    390  A LONG SHOT FROM BEHIND HIM                                  390

         We see that he is standing in front of the huge, closed door to the
         I/0 Tower central chamber. The guards have formed two long rows, and
         Sark's lieutenant is standing by his side.

                    That old fruitcake Dumont...
                    he'll pay for this.

                                                   CUT TO:

    391  A CLOSE SHOT LOOKING OVER SARK'S SHOULDER                    391

         He turns.

                    Bring in the logic probe!!

    392  THE HEART OF THE TOWER                                       392

         We see Tron approaching a bell-shaped structure, with the brilliant
         golden beam emerging from the highest point of the bell. It is
         surrounded by a cylinder of energy hundreds of feet in diameter.
         Tron walks into an opening at the base of the bell.

    393  INT. COMMUNICATION BELL                                      393

         Tron stands on the rounded rim of a dish-shaped room, the floor of
         which rises to a cone in the center. The top of the cone is a flat,
         sliced-off surface. Tron walks down into the dish, a soft, padded
         surface, and then climbs up to the flat, central podium. We see that
         this surface is round, about four feet in diameter, and glowing from
         within, with a complex circuit pattern embedded in it. Tron looks
         down, and then up.

    394  HIS POV                                                      394

         The curving inner surfaces of the bell culminate in a round opening.

    395  FROM THE OPENING                                             395

         We see Tron's upturned face. He steps up on the podium, hands gripped
         into fists at his sides. His face is gradually filling with a deep
         inner excitement and anticipation, his eyes searching the space
         above. His expression remains still, his mouth closed and even. Only
         his eyes project the emotion he is feeling, burning with the
         knowledge of the experience to come.


         He takes out his disk, grips it in both hands and slowly raises it
         high above his head. He stands stiffly, willing the response to
         happen... At first nothing stirs. Then a splendid, radiant beam of
         light bursts down from the opening in the top of the bell,
         illuminating Tron and the disk. His hands start to shake with the
         force of the communication beam, and suddenly the disk is ripped
         from his hands, to rise, glowing brilliantly, upwards to the source
         of the light.

    397  TRON'S FACE FROM ABOVE                                       397

         filled with a quiet awe, eyes narrowed against the strong light. His
         hands drop to his sides. The disk rises out of sight, and we

                                                   CUT TO:

    397  A SHOT OF THE BEAM                                           397

         intensifying with every second.

    398  THE 1/0 TOWER CENTRAL CHAMBER                                398

         The glow is visible, illuminating Yori and Dumont.

    399  EXT. CENTRAL CHAMBER - DOOR                                  399

         A machine, floating above the floor, with a pointed cone facing the
         door, is switched on, and a blast of pure electricity leaps from it
         to the surface of the door with the SOUND of sizzling LIGHTNING

                                                   CUT TO:

    400  INT. CENTRAL CHAMBER                                         400

         Yori turns to look at the door, hearing this muffled sound.

                                                   CUT TO:

    401  HER POV - THE DOOR                                           401

         One section of it is glowing, starting to de-rez.

                               YORI V.0.

                                                   CUT TO:

    402  INT. COMMUNICATION CHAMBER                                   402

         Tron is looking upwards. Suddenly a voice booms out, echoing, and
         distorted, Alan's voice.

                               ALAN V.0.
                    TRON... TRON... Location query...
                    location query... Confirm.

                    Confirmed, Alan-One.

                         (sigh of relief)
                    There you are... look, before we get
                    cut off again...

         In the air above Tron, images begin to materialize, shifting,
         transparent forms. First we see a network with pinpoints of light
         at each intersection; it rotates, and becomes a globe, with a
         bright light at the center.

         We see one of the intersection lights become very bright, and the
         others dim.

                               ALAN (V.0.)
                    I'm going to put some new coding on
                    your-disk, so you can get into the
                    memory core of the Master Control...
                    when you get there...

         As Alan's voice continues, we

                                                   CUT TO:

    403  INT. DUMONT'S. CENTRAL CHAMBER                               403

         A SHOT OF THE de-rezzing door. The dissolving section has expanded,
         and we can start to see the guards inside.

    404  INT. COMMUNICATION CHAMBER                                   404

         The light increases in brilliance, as we hear Alan's voice fading out,
         consumed by static.

                               ALAN (V.0.)
                    search all password code series

                    Wait! I can't hear...

         He stops.

         The voice is gone. The beam continues to bathe Tron in its glow, and
         gradually we see an object emerging from the glow. The disk. It
         slowly descends, Tron raises his hands to catch it, gripping it,
         pulls it down and stares at it.

                                                  CUT TO:

    405  POV - THE DISK                                               405

         It is glowing with a new power. Superimposed on its surface is a
         complex mandala pattern, changing kaleidoscopically as we watch,
         shifting swirling liquid color.

                                                   CUT TO:

    406  OMIT                                                         406

    407  THE DOOR                                                     407

         Almost gone. We can hear the voices of Sark's men outside.

                               YORI (V.0.)
                    Dumont! The door...

    408  YORI                                                         408

         turning back to Dumont. Behind Dumont stands Tron, framed in the
         entry to the Communication chamber.

    409  OMIT                                                         409

    410  SHOT OF DUMONT                                               410

         He is rising from the altar, the rest of his body emerging from the
         neon steps, until he is standing in front of Tron. We see that he
         has on a floor-length robe with huge shoulder pads forming
         winglike supports for the fabric.

                    I have waited for this moment many
                    thousands of cycles. It is time for the
                    new order to begin... The Users are

         As we watch, Tron comes forward, and grips Dumont's shoulder briefly.
         Then he holds out his hand to Yori.

    411  LONG SHOT as Yori steps forward up the steps.                411

                                                   CUT TO:

    412  EXT. CHAMBER - THE DOOR                                      412

         We see it is almost transparent, and as we watch, there is a burst
         of energy and the door disappears into thousands of sparkling dots
         of light.

                                                   CUT TO:

    413  INT. CHAMBER - THE DOOR                                      413

         It dissolves completely. Framed in the center of the opening, stands


         The blue warriors race by him, pouring into the chamber.

                                                   CUT TO:

    414  FULL SHOT - CHAMBER                                          414

         We see Dumont standing on the top of the steps, no sign of Tron and
         Yori. The guards spread out through the room, Sark strides towards

                    Where's the program?

                         (dotty-old-man act)
                    Program? I'm sure you're mistaken.

    414A CLOSE SHOT - SARK                                            414


                    Take him!!!

    415  EXT. SIMULATION HANGAR                                       415

         As we see Tron and Yori racing through the streets, headed for it.

    416  INT. HANGAR                                                  416

         Tron and Yori enter. Solar Sailer simulation hovers.

    417  A LONG SHOT                                                  417

         As Tron and Yori race across the floor.

                               YORI (V.0.)
                    This way...there's a simulation
                    we can use...

         And we see them race towards it.


         AND YORI

         We see that this vessel is a simulation of a futuristic spacecraft,
         designed for travel in the Real world using solar energy, with an
         enormous metallic sail to catch the rays of sunlight like wind, and
         move with the speed of light.  The sail is at the bow of the craft,
         and a long, slender walkway connects it with the deck area, which is
         made up of several connected flattened box-shapes, giving it the
         look of a dragonfly. In this world, the Sailer catches data
         transmission beams instead of sunlight, and is propelled along the
         information paths to the Central Processing Unit.

                               TRON V.O.
                    Can it carry us?

                               YORI V.0.
                    The design is good... We don't know
                    why the User abandoned the project...

         The elevator platform brings Tron and Yori through the center,
         forming part of the deck as it reaches a level position, locked
         into place.


         We see Yori bending over a console of touch panels.

                    Yes...it can take us across the
                    Sea of Simulation... all the way
                    out of the Game Grid...to the MCP.

                           (looking out
                            of hangar)
                    As long as it gets us out of here

    421  EXT. HANGAR                                                  421

         The crowd of Sark's men are racing towards it.

                                                   CUT TO:

    422  EXT. SOLAR SAILER DECK - TRON AND YORI                       422

         Bending over the console, from the POV of the sail. As we watch, a
         head leans into the frame from the right. A memory guard. Then we
         see a hand gripping a staff, and the legs of another guard on the

                                                   CUT TO:

    423  THE TWO OF THEM FROM A LOW ANGLE                             423

         On the console, as Yori leans over it. We see that she is looking at
         a map of the system, a flat grid, and on it, in miniature, are the
         beam transfer points and transmission location.

                                                   CUT TO:

    424  THE TWO GUARDS, CREEPING DOWN THE WALKWAY                    424

         silently. We can see Tron's back as he hears a noise. His head snaps
         up; he sees the guards.

                    Yori! Get down!

    425  THE GUARDS                                                   425

         Abandoning any attempt at silence, leap forward, shouting, thrusting
         their staffs at Tron.

                                                   CUT TO:


         and slashes the second across the face, knocking him out.

                                                   CUT TO:

    427  EXT. ENTRANCE TO THE HANGAR                                  427

         As Sark's men rush in and head for the stairs to the catwalks that
         ring the hangar walls. They start swarming up.

                                                   CUT TO:

    428  TRON                                                         428

         reacting, holding his disk ready.

                                                   CUT TO:

    429  OMITTED                                                      429

    430  WALKWAY OF SAILER                                            430

         as guards start swarming on board. We see Tron move forward and then
         stop, letting them come.

                                                   CUT TO:

    431  YORI'S POV - LONG SHOT                                       431

         looking down at the walkway. Beyond it we can see the great door
         starting to rise.

    432  TRON                                                         432

         throwing his disk. It smashes into the guards in front, tossing them

                                                   CUT TO:

    433  A SHOT FROM THE EXTERIOR OF THE HANGAR                       433

         The great door is almost all the way up. We can see the Sail with
         its tip ready to emerge. Below, on the ground, more guards are
         racing towards the hangar.

    434  TRON                                                         434

         Beating back the guards, tossing them over the side of the walkway.
         We see one last guard standing on top of the bunker that forms the
         connection of the craft to the sail. Tron advances on him... the
         guard stares at him, then looks down... then jumps off, intimidated.
         There's a sudden lurch forward, and Tron is thrown back, losing
         his balance.

    435  YORI                                                         435


                    We're off!

    436  EXT. HANGAR                                                  436

         The transmission beam is flowing, passing directly through the craft,
         from behind, hitting the sail bunker, and passing through, so that
         it looks like a headlight. The Sailer starts moving, fast,
         accelerating so that it reaches a tremendous velocity in a matter of

    437  EXT. AIRCRAFT CARRIER - BRIDGE - SARK & MCP                  437

         Back on the bridge of the carrier, Sark is in the MCP hologram. In
         front of him, we see a view of the city below, and the hangar, and
         the Solar Sailer -- racing away.

                    I hope you've enjoyed being a command
                    program, Sark. I wonder how you'll like
                    working in a pocket calculator... maybe
                    one of those watches that plays "Happy
                    Birthday" to its User once a year.

                    Now, sir... We did take care of that
                    User you sent us --

                    Yes, and now you've got two renegade
                    programs running all the hell over the
                    system in a stolen simulation.

                    We'll get them, sir... These things
                    take time.

                    I don't have time, Sark. And neither
                    do you. End of line.

 438-439 OMIT                                                         438-439

    440  SOLAR SAILER - WALKWAY - TRON                                440

         from the stern. Tron picks himself up from the floor where he was
         thrown when the Sailer took off, and heads for Yori (at the camera).
         He stops, seeing something.

                               YORI V.O.
                    Tron, are you all right?

         Tron waves at her... then...

    441  CLOSE SHOT FROM IN FRONT OF TRON                             441

         He looks over at the guard rail.

                                                   CUT TO:

    442  TRON'S POV                                                   442

         fingers gripping the rail. ZOOM IN on the fingers.

                                                        CUT TO:

    443  A SHOT FROM BELOW THE WALKWAY                                443

         Several yards away from it. We see one of the blue warriors hanging
         on, trying to get a leg up on the rail, and we see Tron race to the
         edge, look over and see this guard.

    444  CLOSE SHOT OF TRON                                           444

         By the rail with the blue arms and head in the shot. Tron raises his
         disk to slam into the intruder, when suddenly a spherical glowing
         shape comes into the frame from bottom right.

                      (buzzing around Tron's
                         head like a fly)
                    No way, not on your life, no siree!!
                    Nothing doing, forget it!!!

                                                   CUT TO:

    445  SHOT OF WARRIOR'S FACE                                       445


                                                   CUT TO:

    446  FLYNN'S POV OF TRON                                          446

         Who looks down, really seeing the face below for the first time.


    447  SIDE SHOT OF THEM BOTH                                       447

                    Greetings, program...

                    You're alive!

                    Yeah, I... oops!

         He loses his grip, and starts to fall. But Tron, just in time, grabs
         Flynn's wrist and starts to pull him up. We see the blue static guard
         disguise fade off Flynn.

    449  YORI                                                         449

         leaning over the control console anxiously, watching Tron come up
         the steps towards her with Flynn and the Bit.

    450  WIDER SHOT                                                   450

         As they reach her.

                    Who is this?

         We see Flynn look at Yori and silently mouth "Lora" in surprise...
         but then realize his mistake.

                           (he turns to
                          Flynn eagerly)
                    Where's Ram?

                    I'm sorry, Tron... he's...
                    he didn't make it.

         Tron shakes his head, sadly.

                             (to Yori)
                    This is Flynn... the one who
                    busted me out.

                            (to Flynn)
                    Then I owe you some thanks...

                    No big deal. I ought to know my way
                    around that Light Cycles routine...
                    I mean, I did write the program for it.

                    Wrote the...?

                    It's time I levelled with you, Tron.
                    I'm a -- well, I'm what you guys call a

         Tron and Yori are stunned and awed.

                    A User -- in our world?

                    Guess I took a wrong turn somewhere...

                    But -- if you're a User -- then
                    everything you've done has been
                    part of a plan ...

                    You wish. Man, I haven't had a second
                    to think since I got down here. I mean
                    in here. Out here. Whatever.


                    Look, you guys know how it is. You just
                    keep doin' what it looks like you're
                    supposed to, even if it seems crazy, and
                    you hope to hell your User knows what's
                    goin' on.

                    Well -- that's how it is for programs,
                    yes, but --

                    I hate to disappoint you, pal, most-the
                    time, that's how it is for Users, too.

                    Stranger and stranger...

                    You said it.

                        (pats Tron on back)
                    So... Nice ship you got here. What's our
                    next move?

                    Remember you wanted to pay a call on
                    the MCP?

         Flynn nods.

                               TRON (CONT.)
                    We're on our way.
                             (indicates disk)
                    Alan-One gave me the coding we need to go
                    up against Master

                    All right. Thank God. Alan stayed awake,
                    at least.

    451  LONG SHOT                                                    451

         The aircraft carrier rolls past the camera.

    452  THE BRIDGE - SARK                                            452

         looking out the observation window, as his lieutenant approaches
         from behind.

                    Sir, what do you want done with
                    the tower guardian, Dumont?
                    Put him with the others?

                    No, bit brain.

         Sark turns to face him.


                    Prepare him for inquisition. I need
                    a little relaxation. But first rez up
                    the carrier for pursuit... And one other

         lie stares at the lieutenant, paranoid

                    Don'tthink anymore. I do the
                   thinkingaround here.

    453  LONG SHOT OF SOLAR SAILER ON THE BEAM                        453

         speeding through the System, right on target.

 454/455 OMITTED                                                      454/455

                                                   CUT TO:

    456  SOLAR SAILER DECK                                            456

         We see Flynn looking back the way they came. Yori is at the controls,
         with Tron beside her, his arm around her shoulders, looking at Flynn.

                    What about our friend - Sark?

                    Probably decided not to pursue us,
                    The Sea of Simulation is tricky..
                    lot of illusions...rough navigating.
                    Programs have a way of just...
                    disappearing here.

                    Not us, I hope.

                         (shakes his head,
                          indicates disk)
                    Not with this disk. I'm going to
                    check on the beam connection, Yori.
                    You two can keep a watch out for
                    grid bugs.

         He moves off down the walkway, the Bit following. Flynn turns and
         leans out over the side.

                    Boy the view from up here... you
                    know the territory?

                    A little ...
                       (points out sights)
                    Over there, the Mountains of Data...
                    and I think that's the Silicon Valley...

                    What's wrong with that area?

    457  HIS POV                                                      457

         We see an area of darkened, gloomy, two-dimensional shapes.

                    The MCP blasted it... There are very
                    few domains left with any power at all.

                    Lousy utility companies ...
                    they're the same wherever you go.

 456-461 OMIT                                                         456-461

    462  INT. DIMLY LIT CELL                                          462

         Where we see Dumont plugged into energy foot sockets. Two memory
         guards stand by his side holding their staffs against his chest.
         Dumont's face is wracked with pain, his robe torn, but his
         expression is full of determination. As we watch, another blast of
         torturous energy comes from the boots, and his face contorts. CAMERA
         PULLS BACK AND ANGLES UP to the second level where we see Sark
         looking down into the pit that is Dumont's cell.

    463  CLOSE UP SARK                                                463

    464  MED. SHOT - DUMONT                                           464

         He looks up.

                    What do you want? I'm busy.

    465  SHOT OVER DUMONT'S SHOULDER                                  465

         of Sark.

                    Busy dying, you worn-out excuse for
                    an old program.

                    Yes, I'm old.

    466  SHOT OF DUMONT                                               466

         from the front.

                    Old enough to remember the MCP when he
                    was just a chess program. He started
                    small, and he'll end small.

    467  SHOT OF SARK                                                 467

                         (throws back his
                         head and laughs)
                    That's very funny, Dumont. Maybe I
                    should keep you around, just to make me

    467A SHOT OVER DUMONT'S SHOULDER                                  467A

         of Sark.

                    Guards! Bring this antique to the
                    bridge so he can watch his friends
                    be obliterated.

                                                   CUT TO:

    468  THE DECK OF THE SOLAR SAILER                                 466

         We see Tron at the bow. Flynn and Yori are up on the deck near the
         controls, with the Bit hovering over them. Yori is, pointing
         something out to Flynn.

    469  TRON'S FACE                                                  469

         reacting to the sight of something ahead of the Solar Sailer.

    470  LONG SHOT FROM THE SIDE                                      470

         We see the transmission beam which carries the Solar Sailer
         increasing in brightness, throbbing with a pulse of mad glowing
         energy, coming towards the ship. It hits the sail, and the ship
         shivers. The whole beam is now tripled in brightness.

                                                   CUT TO:


         As Tron runs up to Yori's side. He grabs her shoulder, pulling her
         against him... they have to shout to be heard above the noise of the
         increasing beam.

                    What is it?

                    Power surge... the transmission beam's
                    too strong!

                    We have to get off this beam!

                    I can't. There's no junction due for at
                    least 7 or 8 nanoseconds!

    472  OMIT                                                         472

    473  LONG SHOT                                                    473

         The ship is throbbing and jerking, bits of it de-rezzing.

    474  DECK OF SOLAR SAILER                                         474

         Flynn looks around, points to one side.

                    There's another beam!

                    It's too far!

         Flynn suddenly looks to the bow of the ship, makes a decision, and
         races forward.

                                                   CUT TO:

    475  VIEW D0WN THE WALKWAY, FROM THE STERN                        475

         We see Flynn race to the bow, where the horrendous power of the beam
         is blasting away at the sails. He slows down, but keeps going.

                                                   CUT TO:

    476  YORI'S FACE                                                  476

         Watching -

                    Where's he going?

                                                   CUT TO:

    477  TRON'S FACE                                                  477

         Also watching.

                    The beam connection...
                    but he'll be de-rezzed!!

                                                   CUT TO:

    478  SHOT IN FRONT OF SOLAR SAILER, FACING THE BOW                478

         We see Flynn emerge, leaning out into the beam, his face brilliantly
         illuminated by the beam. He reaches forward with one arm.

                                                   CUT TO:

    479  FLYNN'S HAND                                                 479

         Entering the beam.

                                                   CUT TO:

    480  SHOT FROM ABOVE FLYNN                                        480

         He is lying spread eagled at the bow, with one arm in the light. He
         raises his other arm and points at the beam which was so close, but
         too far to reach. Suddenly his whole body glows with the same
         intensity as the beam.

                                                   CUT TO:

    481  TRON AND YORI                                                481

         Shielding their eyes from the light.

                                                   CUT TO:

    482  SHOT FROM ABOVE FLYNN                                        482

         His body glowing, arm outstretched. Suddenly another beam blasts out
         from his arm.

                                                   CUT TO:

    483  LONG SHOT                                                    483

         We see the new beam from Flynn's arm flash over to the neighboring
         transmission beam and connect. We see the ship pulsing, and then
         breaking free of the old beam, following the new path, and connecting
         to the safe beam.

         The craft starts to travel safely on its way.

                                                   CUT TO:

    484  YORI'S FACE                                                  484

         Radiant. Tron amazed.

                                                   CUT TO:

    485  SIDE SHOT                                                    485

         Tron races down the walkway toward Flynn, closely followed by Yori
         and the Bit.

                                                   CUT TO:

    486  SHOT OF TRON                                                 486

         Carrying Flynn towards the stern, carefully, gingerly with Yori

                                                   CUT TO:

    487  CLOSE SHOT                                                   487

         as they reach the deck in front of Tron, as he holds Flynn. We can
         see Yori's anxious face to one side. Flynn's head comes up for a
         moment, dazed.

                    Did we make it?


         Flynn smiles weakly.

                    Hooray for our side...

         He faints.

                                                   DISSOLVE TO:

    488  A WATERY, WAVERING VIEW OF YORI                              488

         Her face, upside-down, peering downward.

    489  SOLAR SAILER - TRON, FLYNN, YORI                             489

         Yori is sitting on the floor beside the control console with Flynn
         stretched out beside her, his head in her lap. Her hands are on
         either side of his face. Tron is seated across from them and the Bit
         is quietly floating beside him. In b.g. we SEE that the Solar Sailer
         is passing through a series of narrow canyons.

                    Hey... you guys OK?

                    How about you?

                    Aah, I'm fine... little hung over
                    is all...

                    How did you do that, Flynn?

                            (sitting up)
                    Elementary physics... a beam of
                    energy can always be diverted...
                    ooh, my head
                          (looks around --
                              to Yori)
                    Are we there yet, Mommy?

                    Almost... I just have to adjust our
                    course at the next junction. I'd better
                    go check the instruments ...

         She heads O.S., toward the bow.

    490  LONG SHOT                                                    490

         The Sailer is about to pass the mouth of another canyon.

    491  TRON & FLYNN                                                 491

         Tron looks away from Flynn for a moment to check the Sailer's

 492-500 OMIT                                                         492-500

    501  TRON'S POV                                                   501

         as the new canyon comes into sight. CAMERA LOOKS UP AND UP... to the
         immense bulk of the aircraft carrier, moving fast toward the Sailer.

                               TRON (V.0.)

 502-519 OMIT                                                         502-519

    520  LONG SHOT                                                    520

         The carrier lurches forward and rams the Sailer, splitting it in

 521-523 OMIT                                                         521-523

    524  YORI AND FLYNN                                               524

         Falling on top of one another, Flynn trying to pull Yori out of the
         way as the bulk of the carrier appears to slam into Tron and he's

                                                   CUT TO:

    525  TRON                                                         525

         falling through space.

                                                   CUT TO:

    526  FLYNN AND YORI                                               526

         As the carrier keeps moving forward. Flynn holding Yori, and the Bit
         hovers beside them. A second level of the carrier, with an open hold,
         comes rushing at them.

    527  THEIR POV                                                    527

         The gaping hold rushes forward and the screen goes black.

                                                   CUT TO:

    527A LONG SHOT                                                    527A

         Their half of the Sailer is scooped up into the carrier.

                                                   CUT TO:

    528  TRON                                                         528

         catching hold of something. He is swinging freely. Hanging onto a
         wall, he starts pulling his feet up to gain a precarious foothold.

 529/530 OMITTED                                                      529/530

    531  INT. DUMONT'S CELL                                           531

         Dumont standing, facing the camera. HEAR door SLAMMING.

    532  FULL SHOT                                                    532

         of cell. Yori rushes forward to Dumont. We see Flynn standing just
         inside the door, shoulders slumped and we can see that his disk has
         been removed.

    532A MED. SHOT                                                    532A

         Dumont holds Yori as she SOBS.

                    Quietly, Yori...

         He looks up.

                    Tron... ?

         Flynn looks down at his hands and turns away, leaning against the

                    He's dead.

                           (sighs, looks
                             at Flynn)
                    And who is this?

                    He's a User, Dumont. He came to
                    our world... trying to help us...

         Her voice breaks, she turns away.

                    If the Users can no longer help us...

         His voice trails off. Suddenly, a stronger LIGHT flashes on in the
         cell, the door opens, and we see Sark standing there, framed in the
         cell door.

                    So... we have erased the program that -

         As he catches sight of Flynn, his voice falters.

                               SARK (CONT.)
                    You! No!

         Flynn looks up curiously.

                               SARK (CONT.)
                    You died! I saw you!

                    Not me, boss.

                    Well... we can take care of that
                    soon enough.

         He points to Dumont. The guards grab him.

                               SARK (CONT.)
                    Take this program to the holding pit.

         The guards start to drag Dumont out.

                        (rushing after him)

         A guard pushes her roughly to the end of the cell.

                        (indicates Dumont)
                    I'm taking our friend here, and
                    some other religious fanatics, to
                    Master Control... the MCP has expressed
                    an interest in assimilating them --
                    probably for archival purposes.
                    I'm not going back to the Game Grid
                    on this ship, though -- I'll take
                    the Transport Beam.
                    Less traffic. But when I disembark,
                    this ship...and everything that remains
                    on board...will automatically de-rez.
                    This means you.

                    Enjoy your trip...

         LAUGHING, Sark leaves. The guards, with Dumont in custody, follow.

    533  SHOT LOOKING DOWN INTO THE PIT CELLS                         533

         into the cell that holds a dozen dejected, defeated, aging programs,
         the I/0 Tower guardians. We see the door to the cell open and guards
         beginning to herd them out.

    534  ANGLE - LEVEL ABOVE CELLS                                    534

         where we can see Sark walking towards an open portal. He looks down
         into the cells at his feet and laughs again.

    535  FLYNN                                                        535

         staring up as Sark moves past their cell and out of view.

    536  LONG SHOT                                                    536

         of the carrier approaching a flat-topped mountain, with the
         communication beam of the MCP visible at the very center.

 537/538 OMITTED                                                      537/538

    539  SHOT FROM THE CARRIER                                        539

         of the MCP's mesa moving closer, the only structure visible in a
         vast plain covered with a glowing grid.

    540  EXT. BRIDGE AREA OF CARRIER                                  540

         We can see the observation port and below that a section of the
         ship's structure is moving forward.

                               LIEUTENANT (V.O.)
                    Docking module prepared to disengage, sir.

    541  INSERT                                                       541

         Sark's hand touching a control panel.

    542  OMIT                                                         542

    543  EXT. SHOT                                                    543

         As the landing pod disengages completely, floating away from the
         carrier and then starting its final journey to the MCP, picking up
         speed on a straight and even course. We can see a small speck
         clinging to one side of the pod...

    543A CLOSE UP - SPECK                                             543A

         TRON, holding himself braced into a narrow crack.

    544  FLYNN, YORI AND THE BIT                                      544

         Yori is sitting with her head in her hands. Flynn is at the door
         testing it, running his finger along the edges.

    545  LONG SHOT                                                    545

         Of landing pod flying over the glowing grid that surrounds the MCP's

    546  A SHOT                                                       546

         from behind the carrier of the pod getting smaller with distance.

    547  POD POV                                                      547

         Steep cliff face of the MCP's mesa is coming closer and closer, more
         and more detail visible.

    548  POD                                                          548

         tiny against the massive bulk of the MCP's mesa, descending for
         landing. The top edge of the cliff is encrusted with irregular
         shapes and the pod is headed for one opening among the shapes,
         fitting itself neatly in between so that it becomes a part of the

    549  INT. POD                                                     549

         There is a minor jolt and Sark lays his palm on another panel. From
         the rear wall of the pod we see the entire front wall rising slowly.
         Sark and his lieutenant stand by either side of the door, and we
         gradually are given a view of the MCP, two or three miles away at
         the center of the plain ahead. The structure is a series of gleaming
         black blades, forming a great cylinder, and the communication beam
         rises out of the center of this cylinder.

    550  EXT. CARRIER                                                 550

         floating upwards and forward.

    551  MED. SHOT                                                    551

         Flynn still at the door. Suddenly his hand goes right through the


         The door is disappearing, dissolving.

                       (continuing; turning)
                    Look, the door's almost...

         He stops in horror.

                                                   CUT TO:

    552  HIS POV                                                      552

         Yori is standing lethargically staring at her hands... through them.
         She is de-rezzing too. Her whole body becoming transparent. She looks
         up dimly at Flynn, with no expression.

    553  WIDE SHOT                                                    553

         Flynn races back to her and takes her in his arms roughly, hugging
         her close, his energy flowing into her.

         Their faces are very close as he stares down, terrified that he is
         too late to save her. Her eyes are half-closed.


    554  CLOSE SHOT                                                   554

         Just their two faces. Flynn bends closer, their lips almost touch.
         Suddenly her eyes widen as her form returns to solidarity, and color
         floods back into her. Her mouth opens in wonder and she looks up at
         Flynn. He pulls a little away from her, still holding her.

                             (in awe)
                    You... you brought me back...?
                    Why...? How ... ?

         Flynn lets go of her.

                    I'm gonna need your help. Hey, Bit!

         He looks around, spots a small glow in one corner of the cell, runs
         to it and stoops down, cupping the glow in his hands. It wavers.
         Flynn wills his energy back into it, frowning with concentration.
         Suddenly the Bit pops into life.


                    Let's get outta here.

         They head for the door.

    555  THE MESA TOP OF THE MCP                                      555

         The prisoners file forward on the path to the MCP. Sark is leading
         them. We can see the structure of the MCP closer now, looming bigger.
         The four memory guards are standing at regular intervals along the

    556  EXT. POD DOOR - LIEUTENANT                                   556

         on duty. He hears a NOISE and turns... and in a flash of light a
         speeding disk smashes into him, knocking him over. The CAMERA WATCHES
         over his de-rezzing body. We see a figure approaching closer... its
         arm is raised, and... the disk slams back into the hand.

    557  CLOSER SHOT                                                  557

         It is Tron. He steps over the body of the Lieutenant.

    558  THE MCP                                                      558

         from right outside. We see the prisoners beginning to file inside,
         up the final slope leading to the base of the MCP.

    559  SIDE SHOT OF THE ENTRANCE                                    559

         to the MCP. As the guardian programs enter. Sark stands waiting,
         watching them, his back to the camera.

    560  POV OF THE DOOMED PROGRAMS                                   560

         As the first one gets through the opening. The light from the MCP's
         beam pours out. Moving forward, through the entrance, the MCP is
         finally revealed. A giant cylinder, a hundred feet high, with a
         network of circuit lines, and stretched across all the visible
         surface... is a face. Flattened, stretched, bizarrely distorted,
         the face is capable of moving to any section of the-cylinder. The
         impression is similar to the look of a grotesquely fat person's face,
         but more so. It's horrible. Beneath the floating cylinder face two
         inverted cones of light, meeting at their apex, support it. We
         continue moving forward, the MCP looming over us. Then the CAMERA
         STOPS and the doomed programs file past us, separating and going to
         the inner walls. The MCP speaks, we see his enormous lips moving.

                      (echoing, booming)
                    I am delighted that so many of you
                    could turn out to give your
                    power over to me...

    561  FULL SHOT - THE PROGRAMS                                     561

         lining the wall. They are sucked back, pinned, immobile, and we see
         them starting to de-rez.

                    You're very lucky, all of you. You
                    are participating in the creation of
                    the single most powerful program in
                    the history of the system... of all

         The programs begin to disappear, one by one.

                    A program with a will... with
                    ambition... a superior form of

    562  EXT. MCP                                                     562

         Sark stands in front of Dumont.


         Dumont's face is devoid of hope. He starts into the MCP's inner

    563  CLOSE - DUMONT'S FACE                                        563

         seeing the MCP, reacting.

    564  INT. INNER CHAMBER OF MCP                                    564

         Over Dumont's shoulder, with a view of the MCP. Zoom IN on MCP's


    565  EXT. CARRIER BRIDGE                                          565

         Flynn and Yori race into view. We can see two of the memory guards
         in a de-rezzed, two dimensional state, disappearing completely in
         the course of this scene. Flynn runs to Sark's position, looking out
         the window.

                    Check out the controls.

         As Yori looks over the control conso1e.

                    We're getting closer.

    566  HIS POV                                                      566

         Down the length of the carrier. It is de-rezzing, parts of it gone
         already. We see the CPU approaching, as the carrier rises.

    567  EXT. LANDSCAPE - LONG SHOT                                   567

         The carrier drifts over the edge of the mesa, high above it, whole
         sections only visible as outlines.

    367A EXT. MCP                                                     567A

         CAMERA MOVING FORWARD towards the MCP's beam.

    568  INT. MCP - MED. SHOT - DUMONT                                568

         He is slowly disappearing.

                    Dumont, I'm so pleased that we've
                    finally come to terms with one

    569  EXT. CPU MESA                                                569

         Sark is standing, looking in the opening, waiting for the signal to
         depart. His back is to the camera.


         Sark turns, curious, eyes widen incredulously..

    570  SARK'S POV                                                   570

         We SEE Tron standing, legs spread, arms poised by his sides, disk in
         one hand. It gives off a pure white light.

    571  CLOSE UP SARK'S FACE                                         571

                    I don't know how you survived,

    572  WIDE SHOT FROM THE SIDE                                      572

                    It doesn't matter. Prepare to

         Sark flings his disk with a violent jerk of his wrist.

    573  SHOT FROM ABOVE                                              573

         as the disk races at Tron. He dodges, drops to one knee and ducks
         under it. Sark's disk circles like a homing missile and attacks
         again. Tron deflects the second attack with his own disk, and the
         two meet with an explosion of light. Sark's disk ricochets off and
         races away, back to Sark. We see Tron throw his own weapon.

    574  EXT. CARRIER BRIDGE                                          574

                    I can rev this baby up a little

         He looks out sees something, does a double-take, looks again

                    Wait a minute Yori! YORI!! LOOK!

    575  FULL SHOT                                                    575

         as Yori runs to Flynn's side and-peers down.


    576  CLOSE UP - YORI                                              576

         tears of joy streaming down her face.

    577  HER POV                                                      577

         the fight continuing.

    577A FULL SHOT - THE BRIDGE                                       577

                    Flynn, we've got to help him!

                    Let's get some power here.

         His hands, laying on the control console, begin to send forth great
         pulses of glowing energy into the carrier.

                                                   CUT TO:

    578  CLOSE UP                                                     578

         Sark's face.

                    You are very persistent, Tron.

    579  MED. SHOT                                                    579

         Tron's disk circles Sark, attacking twice. Sark deflects it and
         immediately throws his own disk.

    580  SHOT OF TWO WEAPONS                                          580

         racing almost side by side through the air.

    581  SHOT OF TRON                                                 581

         as the two disks come at him.

                    I'm also better than you....

         He leaps into the air, grabs his own disk, pulling his legs up as
         Sark's disk passes under him.

    582  SHOT OF SARK'S DISK                                          582

         Making a sharp turn in the air.

    583  SHOT OF TRON FROM BEHIND                                     583

         He looks over his shoulder, sees the disk coming at him.

    584  TRON'S HAND                                                  584

         As he slams his own disk into Sark's, using his as a shield.

    584A MED. SHOT SARK                                               584A

                    Very clever, Tron. You know you
                    should have joined me.

    585  OVERHEAD POV                                                 585

         Tron hurls again.

    586  FLYNN AND YORI                                               586

         Flynn is at the controls, transferring power.

                    Any response?
                    It's starting

         She looks down at the battle. Her hand reaches over and grips
         Flynn's tightly.

                                                   CUT TO:

    587  SARK                                                         587

         He catches his own disk, spots Tron's coming at him right behind,
         and holds up his own disk as a shield.

                    We would have made a great team.

    588  TRON'S DISK                                                  588

         turning sideways in its flight, edge on.

    589  SARK                                                         589

         With a CRASH and explosion of light, Tron's disk cuts right through
         Sark's disk, and on through Sark's head. The disk shatters, and we
         see Sark's surprised face, hands still in position to hold the
         disk... a jagged open slash right through his forehead. We can see
         energy pouring out of this wound like blood.

    590  LONGER SHOT                                                  590

         Sark falls, dead, face first.

    591  OMITTED                                                      591

    592  TRON                                                         592

         wailing past Sark's body.

    593  SHOT FROM BEHIND TRON                                        593

         as he goes in the MCP's inner chamber.

                      (before he sees Tron)
                    It is very good that you...

    594  OMITTED                                                      594

    595  SHOT OF TRON                                                 595

         framed in the doorway.

                    I don't think it is good for you, MCP.

    596  SHOT OF MCP                                                  596

                    Sark! How have you allowed this
                    program to

    597  OMITTED                                                      597

    598  SHOT FROM BEHIND TRON                                        598

                    Sark's out. Would you like to
                    leave a message?

                    I am the message. The only message.

         Tron throws his disk. It's deflected off the base of the MCP, and
         returns to him.


         As Tron is preparing to throw again he notices Dumont and races over
         to him.

    599  CLOSE SHOT - WALL                                            599

         Dumont is transparent. Tron runs up to him.

                          (trying to pull
                       Dumont away from wall)

                    No... Tron ... must... destroy
                    MCP... first...

                    Dumont! Where's Yori? Where's

                             (very weak)
                    They may be... de-rezzed... on
                    the carrier ... hurry...

    600  MED. SHOT - TRON                                             600

         He turns, murder in his eyes, draws back his arm for the throw.

                    Program... stop. This is not allowed!

         Tron throws.

    601  SHOT OF MCP                                                  601

         The disk smashes into him. Once, twice...

                    I will not allow this Sark!

         The voice reverberates, shaking the chamber. Tron continues to throw.

    602  OMITTED                                                      602

    603  INSERT                                                       603

         Sark's dead hand. We see the circuit pattern of the mesa top begin
         to glow around the hand, throbbing with energy. The hand moves.

    604  TRON                                                         604

         throwing again at the MCP, hitting, catching his disk again.


    605  SARK                                                         605

         His body is glowing, expanding. He starts to rise, his face looks up.

    606  CLOSE UP - FACE                                              606

         It is vacant, staring with white eyes. His head still has the gaping
         hole in the forehead. He's a zombie, the living dead. He rises.

    607  LONG SHOT                                                    607

         Carrier floating over the CPU, near the MCP's beam. Flynn looks out,
         from side to side, quickly assessing the possibilities. He spots the

    608  OMITTED                                                      608

    609  HIS POV OF BEAM                                              609

         very close.

    610  SHOT OF YORI AND FLYNN                                       610

                    Yori, steer us over the beam,
                    right next to it.

                       (going to controls)
                    Why? What are you going to do?

                           (staring down)

         Yori looks up.

                    But... won't you be de-rezzed?

                           (turns to her)

    611  INT. MCP - TRON                                              611

         about to fire again. There's a sudden roar and Tron turns.

    612  TRON'S POV OF GIANT SARK                                     612

         Who rips open the doorway into the MCP and advances.

    613  BRIDGE                                                       613

         Yori has steered them right next to the beam. She turns to Flynn,
         goes up to him.

                    Flynn... you can't... I

                          (lays finger on
                             her lips)

         He takes her in his arms.

                               FLYNN (CONT.)
                    I'm sure Tron wouldn't mind if...
                    just once...

         His head bends down and their lips meet. Yori's body begins to glow,
         change, metamorphosize until she has the same appearance as in the
         love scene with Tron, sparkling and gorgeous. Her eyes are closed.

    614  CLOSE UP - THEIR FACES                                       614

         Finally Flynn pulls away from her. Her eyes stay shut for a second,
         then open.

                    Don't worry.

    615  LONGER SHOT                                                  615

         He releases her, steps to the edge of the observation port, poises
         on the brink, and then leaps off, directly in the beam. We see Yori
         shakily grip the edge of the port and lean out.

    616  HER POV                                                      616

         Flynn is diving through space in the beam, falling in slow motion
         directly into the center of MCP itself.

    617  INT. MCP                                                     617

         Sark is much bigger than before, advancing on Tron. He speaks, but
         his voice is that of the MCP.

                    End of line, program...

         We can see the MCP in the b.g. Suddenly there is an explosion of
         static, as Flynn falls into the MCP. We see a weird 2-D image of
         Flynn's face circling in the cylinder with the MCP as they battle.
         Sark falters, stumbles, distracted by this, and Tron ducks under him
         and hurls the code disk for the last time. It circles the MCP once,
         and then hurtles straight for the target, the apex of the energy
         cones. And connects.

    618  SHOT OF THE APEX                                             618

         A brilliant explosion of lights bursts out.

    619  SHOT OF SARK                                                 619

         Dead face wracked with the pain of a second death. He begins to melt
         into a column of pure energy, dissipating completely.

    620  SHOT OF THE MCP                                              620

         We see something materializing in the apex of the energy cones. It
         is dressed like Dumont was at the I/0 Tower, an old man in the
         padded altar costume, spinning, slowly, finally stopping. We see the
         wizened, wrinkled face of the true MCP for just a few seconds, and
         see that he is furiosly TYPING on an old Remington portable. Then he
         too dissolves into liquid energy, and disappears. The cylinder of
         the MCP glows brighter and brighter.

    621  YORI AND THE BIT                                             621

         on the bridge of the carrier looking down at this.

    622  HER POV                                                      622

         A fountain of energy explodes upwards like a Supernova, right at the

    623  YORI                                                         623

         shielding her face from the power of the blast.

    624  LONG SHOT                                                    624

         The nova of energy bursting upwards. We start to see the glow
         returning to the surrounding domains, as the nova dissipates,
         leaving the sky full of sparkling stars.

    625  YORI                                                         625

         still shielding her eyes, but looking out in wonder at the domains
         regaining their life.

    626  HER POV                                                      626

         one domain after another, scattered around the horizon, glows
         brightly, increasing.

    627  LONG SHOT                                                    627

         The carrier starts to descend.

                                                   CUT TO:

    628  EXT. CPU MESA - TRON                                         628

         Leading Dumont out of the chamber with several of the other guardian
         programs that were saved. He looks up, spots the carrier descending.

    629  SHOT OF CARRIER                                              629

         Basically all that is left of it is the bridge, with only a very
         faint image of the rest of the body. It lands on the mesa.

    630  EXT. CPU MESA                                                630

         Tron catches Yori as she jumps down. He hugs her close and looks at
         her, about to speak. But she reaches up and presses her lips to his
         in a quick, intense kiss. Then pulls back.


                    It's something Users do.

                    Where's Flynn?

         He looks up at the bridge.

                    He's gone. He went into the beam.
                    He saved you. He saved all of us.

         Tron stares at her, holding onto her shoulders. Then he looks up at
         the sky, thoughtfully. She also looks up.

                    He really was a User...

                         (quietly, sadly)

    631  LONG SHOT FROM OVERHEAD                                      631

         of the landscape, glowing again with new life, every I/O Tower a
         shining beacon, a symbol of the new found freedom of communication.

                                                   DISSOLVE TO:

    632  RACING OVER THE CIRCUIT PATTERN                              632

         and returning to the real world.

    633  THE REAL WORLD - LASER LAB                                   633

         CLOSE on the business end of the huge laser in ICOM's lab. A bright
         blast of LIGHT shoots out of the mechanism.

         WIDEN TO REVEAL the laser pouring its light onto the floor, near the
         chair where Flynn was sitting when he was digitized.

         Slowly -- in a reverse of his disappearance -- Flynn's BODY takes
         shape on the floor. As the laser shuts off, he is revealed intact --
         back in his real-world body and clothes... and as bewildered to find
         himself here as he was when he first arrived in the electronic world.

         He studies his hands -- and SEES that they're now nonluminescent
         flesh and blood.

         He looks out the window and SEES that it's shortly past dawn, with
         weak sunlight coming in.

         And, at the SOUND of light MACHINERY at work, he turns to look at
         Lora's computer terminal, where a hard-copy computer PRINTER is
         coughing out a long document on wide blue paper.

         Flynn gets up off the floor, goes over to the printer, and READS the
         document. As he does so, his eyes widen, and a SMILE appears on his

         The printer finishes its run, clicks patiently. Flynn, exuberant,
         tears the printout from the machine and rushes to the door with it.

                                                   CUT TO:

    634  INT. ALAN'S OFFICE - ALAN AND LORA                           634

         Bleary but excited, they gaze happily at the information on Alan's
         CRT screen as Flynn bursts into the room, waving his printout.

                    Hey -- you guys

         Before he can say anything more, Alan turns to greet him, holding up
         a seven-inch computer software FLOPPY DISK in its cardboard sleeve.

                    Flynn! I made it. I worked out some
                    new codes for Tron, put 'em on a disk,
                    and -- it's running.

                    I know, I met him.

         Alan and Lora look at him -- the same sort of mystified look he got
         from Tron and Yori in the other world. He checks himself.

                               FLYNN (CONT.)
                    I mean, I saw it read-up -
                    hey, look at this.

         He shows them the printout. It takes Alan and Lora a few seconds of
         reading it to figure out its significance.

                    Your old files -- ?

                    And Dillinger's instructions to
                    divert them -- it's all there -
                    look, even his home phone number,
                    when he logged on.

                    Oh, that is beautiful. You've got
                    the goods...

         Flynn folds up the printout, puts it in his pocket. Alan and Lora
         get up, stretch, start wandering slowly toward the door with him.

                    You're telling me...

         As they talk, CAMERA PANS over to Alan's color CRT SCREEN and HOLDS
         on it.

    635  CRT SCREEN                                                   635

         The lines of printed information that had filled it up wipe off, and
         are replaced by a number of shapes very much like the ones in a
         typical video game:

         A BLUE CYLINDER, poised on a BLUE MESA -- resembling the MCP in the
         electronic world. And THREE YELLOW ROCKETS. They move randomly at
         first, then converge on the blue figure from three different

                               FLYNN (V.0.)
                    you have any idea how much I can sue these
                    jokers for?

                               LORA (V.0.)
                    Well, just don't forget your old friends
                    when you're rich and famous.

                               FLYNN (V.0.)
                    Are you kidding? You guys'll he running
                    this joint by then...

                               ALAN (V.O.)
                   Your friend Dillinger sure won't...

         The yellow rockets all hit the blue mesa at the same time. It
         EXPLODES in typical video-game fashion -- radiating lines of blue
         SPARKS. The yellow rockets fly away from it and form a vertical
         formation, heading together toward the side of the CRT screen as we
         HEAR Flynn, Lora, and Alan heading for the door.

                               FLYNN (V.O.)
                    Hey, you know anybody who wants to
                    get hold of some video games... cheap?

                               LORA (V.O.)
                    You're getting out of the business?

                               ALAN (V.O.)
                    Shouldn't you wait till your
                    lawsuit's settled?

                               FLYNN (V.0.)
                    Nah...I decided...I've had enough of
                    video games to last me a good long
                    time. I feel like gettin' into some
                    real life...

         at the SOUND of the DOOR to Alan's office closing O.S., the three
         yellow rockets leave the CRT screen, sailing off its left-hand edge.
         HOLD a moment on the exploded blue figure and

                                                        BLACK OUT.