Original subtitles

Hurry, Rachel.

Run, Matthew, run!

Rachel! No!

This is your last chance, Callahan.

Hand over the kids and you won't be harmed.

Yoy...stinking, son of a...

BITCH!

God-damnit, Whath? Nooo!

Wait! Don't be afraid of me, son.

Here...

Take your sister and go.

Uh, whatever happens, take care of her.

[Throwing up]

[Bullets firing]

- Gen 13 -

WildStrorm Pictures Production

- Keving Altieri -

Staring Alicia Witt, John de Lancie

Plea E.G. Oaily

Lauren Lane Cloris Leachman

Mark Hamill

Jim Lee

No, no, don't. Please keep away from me.

Stop! No!!

What? What is it? What?

Another bad dream, Fairchild?

Sorry, Alexa.

But this one was so real.

There was a fire and machine guns and it was horrible.

You got a problem, sister. You ought to see a shrink.

Of all the girls in the school,

I end up rooming with the psycho.

What? Oh my God, it's past six.

Why didn't the alarm go off?

Because I turned it off.

I was out late with, um, Bobby. Yeah,

and I didn't get in until three.

See, most people like to sleep in sometimes, you know?

I'm gonna be late for class.

Just keep the noise down, will ya?

Sorry.

Miss Fairchild? - Yes?

Hi, I'm Special Agent Barker with the National Security Committee.

I believe that your uncle has told you we've been trying to contact you.

Uh, yes, he has.

Excellent. We at the NSC are looking to recruit

promising young talent for Project Genesis.

And you have come to our attention through not only your

fine academic record, but also the reputation of your father.

My father?

Your father was something of a legend with our agency.

And in gratitude to heroes such as your father,

I've been authorized to offer you, Miss Fairchild,

a full scholarship to Project Genesis.

This brochure should explain everything, clearly.

Well, I, I'm in the middle of a semester right now, but thank you. I'll consider it.

Um, look, I'm really late for class.

If you have any questions, just call the number on the brochure.

Yes, I will. Thanks.

Gaius, Julius, Caesar,

one of the most well-known and indeed most colorful men of the ancient world.

Author, historian, priest, politician, and soldier, Caesar was all of these,

but it was as the foremost militarist of his day that he Rose to prominence.

His generalship in Gaul, now modern France, is clear evidence of

the genius that led this man to become the first emperor of Rome.

Perhaps the most brilliant example is his

campaigns against the armies of Vercingetorix.

He's culminated in the famous Siege of Elysia in 52 B.C.

Roman ingenuity prevailed over vastly superior forces,

secure in their mountain strong.

We at the NSC are looking to recruit promising young talent for Project Genesis.

And you have come to our attention through not only your fine

academic record, but also the reputation of your father.

Miss Fairchild!

I trust the great Caesar isn't boring you, or perhaps it's just me?

Oh, no, sir, not at all. I find it all fascinating.

Although, I think that Elysia was taken by the Romans,

constructing a series of trenches and palisades, not a ramp.

Maybe you're confusing the Gaulish rebellion with that of the Jews in A.D. 74?

where Flavius Silva captured the city of Masada by engineering a massive ramp.

And, well, it's just that I think that Julius Caesar was titled dictator.

It was his adopted son Augustus who became the first emperor of Rome.

Good girl.

Class is dismissed.

Alexa! Alexa, it's me. The door's locked.

You are kidding me, for Christ's sake!

Can you get rid of her?

Would you keep it down? You're embarrassing me.

What are you doing here, anyway?

Uh, I sleep here, remember?

I swear to God, Fairchild, you're the biggest pan...

Oh, Kyle, you are such a total madman. I'll be there in a second.

I'll be right with you, baby.

Oh, and Caitlin, give me 15 minutes.

Okay with you?

See, I wouldn't want you to miss your beauty sleep.

Hey, Caitlin, you wouldn't happen to have a spare condom, would you?

Pfff, what was I thinking?

Forget it. 15 minutes.

Oh...

Welcome to the Phoenix Bays, Fräulein Fairchild.

You are the Caitlyn Fairchild, yeah?

Uh, yes.

Of course you are, darling.

Come down here, please.

I am Helga Kleinmann, your instructor here at Project Genesis.

Here, let us have a look at you.

Oh, a bit skinny.

But we'll fix that.

Come, first we go to the doctor for the physical.

Then we get some food into you.

What's the matter, Liebchen?

Oh, nothing.

Just that I wasn't expecting something so military.

Oh, the NSC is an agency dedicated to doing great work for humanity.

So, we must be military, of course.

Wow, I've never seen anything like that before.

Well, here we have the absolute latest in all technology.

That H-A-V craft here is just one of the wonders you see during your stay here.

You are very privileged, young lady,

to have been accepted to do this special training.

Only the best of the best come here.

I'm out of here, man.

Get back here, Chang.

It's just a shot for Christ's sake.

No way, dude.

No needles for me.

Whoaa!

Ah! - Ugh!

Ugh. Ouch! Ah!!

Oh, truly, sorry about that.

It's okay. Just get off me.

Oh, oh, oh, yeah. Sure.

Eeey, eey!

You, Mr. Chang, are a disgrace and a big baby.

Now, hold still. - Ahhh!

Lucky for you. I am also a registered nurse.

Don't mind grunge, honey.

He's just got a problem taking his vitamins.

So I noticed.

I'm Roxy. - Caitlin Fairchild.

Well, welcome to the club, Caitlin Fairchild.

Just arrived, huh? - Eh

How can you tell?

Don't, don't worry. This place is way cool once you get used to all the rules.

You!

Why are you not at your classroom?

And that!

That thing in your mouth!

Here there is no smoking.

I was just taking a break, ma'am.

A break?

I'll be giving you a break!

You go back to your classroom and work!

Yes, ma'am! - And don't you leave now!

Yes! I mean, no, ma'am!

And there will be no smoking!

Ha, ha, ha, ha.

Yeah, ha, ha! Yaaaay!

So, this is the great master they send to instruct me.

Is the lesson over so soon? Or does the Master have anything more to teach me?

I'll teach you humility, Gaijin.

Hiya, aiya, hiya!

Yaaa! - Ugh!

[Master Laughing]

So, the young master can still be taught a few tricks!

[Master laughing]

[Master is laughing]

You!

[Cracking sound] Oh!!!

[Scream]

[Crying in agony]

Nobody laughs at me.

[Ringing]

[Ringing]

[Ringing]

Hello, Ivana.

Sorry to interrupt your session, Matthew, but...

Oh Matthew, not again!

What?... Oh him. Huh.

Super-Sensei had a little training accident.

God damn it, Matthew!

You can't keep maiming every instructor I send you!

You'll just have to find me more challenging opponents!

Oh, you're impossible!

Okay, I didn't call to talk about your training habits.

I wanted you to take a look at one of the new recruits.

Her name's Caitlin Fairchild, 18 years old, high IQ.

She has a great Gen Factor potential.

She doesn't look like much to me.

I agree, but this one was scouted by one of our operatives.

I've read her files and I believe that she is the progeny of one of the rogue Gen 12s.

A member of Team 7.

I think you'll agree that this one deserves special attention.

I'll keep an eye on her.

Thank you, Matthew.

[Equipment bipping]

[Training music]

Hiiyaa!

Come on, girl! - Come'on!

Kick her butt, Cat baby!

[Whistle]

[Cheering sounds]

Kick her butt!

Dominate, Cat! Dominate!

Wow! Look who's down!

All right. - Way to go, Sarah!

You want some more?

Next pair, Cumber and Spaldenk.

No!

Get up off your ass, Miss Fairchild.

The world doesn't give you any breaks.

Or second chances.

If this fight was real, you'd be dead.

Again!

Heeya!

Whoa, dude...

[FIghting noises]

Ahhhh!

Hey!

Ow, ah, whoa, my head, ow.

Ow... ow... ugh..

Better.

Fairchild, hit the showers.

On board, Spaulding,

You're turn.

How'd you do? - Fine. I'm on a grunge.

Or should I say Jackie Chan is getting his ass kicked?

But you? You were an animal out there.

I guess I got kind of mad.

Hah! Well, that's for sure. How's your head?

Oh, fine. The headache went away pretty fast.

What are you doing? - Uh, duh. I'm having a smoke.

It's the only place I didn't stick a smoke detector.

Oh. Um, Rox, can I ask you something?

Sure.

Shoot. What do you think of Matthew?

Oh, you mean, Antilla the hunt out there?

Yeah. I keep getting these strange vibes from him.

Like he's watching me or something.

Well, Cat, it's not hard to figure out.

He wants you. I mean, we're not a bunch of virgins locked in a convent here.

[Laughing]

[Giggling]

I mean... Ha, ha.

It's not that. I never, I just never met the right guy.

Oh, sure. Well, uh, Matthew's kind of cute if you dig eye patches.

Oh, no, it's nothing like that. He just, he stares so intensely.

It's like he's waiting for something to happen.

It gives me the creeps.

Maybe you're his model student, his prodigy or something like that.

Hmm, maybe. Roxy, why are you here?

What made you want to join this program?

He, he, he.

My mom. She thought my boyfriend was a bad influence on me, so I...

Hmm, yeah. I was hoping to feel closer to my dad here.

He was in the military and he went missing, presumed dead when I was a baby.

I just wanted to make him proud, sort of following his footsteps.

Hmm. Heavy. That's nice. I don't even know who my dad is.

Wasn't he military? - Hmm.

They told me the program was for children of military vets.

Yeah, you must have heard wrong.

Yeah, I guess. I'm just being paranoid, aren't I?

That's right. That headache's pickled your brain, girl.

[Footsteps]

[Intense audio playing]

Subject four, Spalding, Roxanne. Locked and in place.

All the little leavelings are tucked into the incubation tubes like lava in cocoons,

waiting to metamorphose into magnificent butterflies.

Butterflies of our own creation.

Prep complete.

Begin sequence.

Ivana, command center is reporting a mayday.

Military aircraft seeking emergency landing.

Request denied.

Uh, he's not requesting. It's a harrier with I/O clearance.

Shit. Lynch!

I'll deal with this. Continue the experiment, Matthew.

Always glad to be helpful.

[Jet sounds]

Sir, we have been assigned to escort you in.

How thoughtful of Ivana. I might have gotten lost.

Here.

Hello, Jack. Welcome to the Phoenix base.

It's cozy. - We call it home.

I am told that your jet will be ready to depart at 08:30 tomorrow.

Doesn't sound to me like there was much of a problem.

Really, Jack, the mayday was a bit much.

You never can tell.

These planes are so temperamental.

And we are out here in the middle of nowhere.

Actually, I've been hearing some curious rumors.

Something about Project Genesis.

Gen 13?

What's the matter?

Does it get your goat that I/O would choose me, a woman, over you to head Gen 13?

In spite of your being a Gen 12?

Whatever internal operations motives are, I think it's a foolish project to resurrect.

The consequences of the experimentation... - Oh, don't be so dramatic.

With that attitude, it's no surprise, Kraven, wanted you kept in the dark.

These are human lives. Young human lives you are playing with.

Jack, there is no experimentation going on. It's purely observation.

It better be, because you have no idea how dangerous the Gen factor is.

Please give me some credit.

We are fully prepared should an emergency arise, Jack.

Yeah. Well, I have some first-hand experience with just such emergencies.

And I say you haven't a clue about what could happen here.

Breakfast is served at 0700 hours. I'll see you there.

Enjoy your stay.

[Baby crying]

[Tense audio playing]

[Baby crying]

[Baby crying]

He's over here!

[Baby crying]

Ah! - Red one to Bignut.

We've got the boy. Looks like the infant's a scratch, though.

Out.

Oh...

[Chatter]

It's an honor to meet you, sir.

An original member of Gen 12.

A dubious distinction, I'm sure.

After all, there aren't too many of us left.

I've followed your career, and I...

have nothing but the greatest respect for you, Colonel Lynch.

Oh, Matthew, Matthew.

I was hoping you weren't mixed up in this.

What? - I'm familiar with your career as well.

And I would have thought you, of all people,

would be opposed to this kind of government experimentation.

Ah... With all due respect, sir, I don't think you

understand what it is we're trying to accomplish here.

Then I would be happy for you to enlighten me.

I'm sorry.

But the exact nature of this program is classified.

Of course it is. I'm cleared at I.O., on a level four.

Well, that would make you one level shy.

I'm afraid our conversation is over, Colonel Lynch.

It ain't over by a long shot, boy.

Let me help you.

Thanks. Must be a flu bug.

There. Caitlin Fairchild?

My name is John Lynch.

I knew your father, Caitlin.

My father? How?

We served together.

He was a brave man.

I understand you are quite the scholar.

Your father would have been proud to see you following in his footsteps.

It's not easy to get into a program like this one.

Only a lucky few make it.

Are they treating you well?

Oh, yes. I'm fine.

The classes are a piece of cake, and I'm getting the hang of martial arts.

I'll say... Oh, sorry.

I'm sorry. These are my friends, Grunge and Roxy.

You gonna eat that, Fairchild?

Oh!

Pleased to meet you.

You got a smoke on you? I'm out.

As a matter of fact, I don't.

They kill you, you know.

Yeah, yeah. I heard it all before.

Okie dokie, my little libelings. Let's go.

Breakfast is over.

And Miss Spalding, I don't want to catch you smoking again.

Those things are terrible.

Well, it was really nice to meet you, Mr. Lynch.

If you need anything at all, Caitlin, please contact me.

Miss Fairchild, tardiness is not tolerated here.

He is a threat to the entire program.

Look, I doubt he'll be able to give us much trouble.

What do you know?

He suspects that I'm developing SPDs.

Lynch is a very sharp man.

If he can get evidence, then he can shut me down.

You worry too much.

Once the students become genactive, no one will be able to stop us.

Not Lynch, not the government.

Yeah, when! Not one has manifested yet.

Soon, I think.

Very soon.

Ah!

Ooh.

Ooh, this one's really bad.

Oh...

Ouch!

It's so much worse this time.

Haa! Oh..

AH! Ugh.

[puking]

Oh, God, I'm really sick.

Hello?

Hello, I need the infirmary?

Hello? Someone help me.

[Tense audio playing]

Oh god, this place is such a maze, I'll never find...

Oh.. What's wrong with me?

[Tense audio playing]

Wow.

Definitely not the infirmary. What's this?

Marichild? Dad?

Fairchild, Alexander, Captain, U.S. Army,

Bronze Star, Medal of Honor, Vietnam, August 1964.

Steven Callahan? Matthew's father?

My God, what did they do to you?

Let's see what else is in here.

Hey, Caitlin. - Haa!

Whoa, chill out, girl. It's just us.

Geez, sorry, Caitlin.

I didn't mean to spook you.

Shh, why don't you just wake up the whole complex?

I said I was sorry.

What are you guys doing here?

Oh, we usually come down to this side after curfew

so Grunge can scarf the food he swiped from the kitchen.

[Burp]

Four chili dogs.

And I can grab a smoke.

How'd you get in here anyway?

This door's always locked. - Well, it was open.

Cool, no surveillance cameras.

It's hard to find a good blind spot in the hallway.

Hey, I wonder if they got a camera on Helga's crapper.

If they do, it'd have to have one hell of a wide-angle lens.

Surveillance cameras, that's right. Someone must have seen me.

All of you, freeze!

This area is restricted.

Back away from the computer.

Are you freaking deaf?

Move!

If you kids want to get hurt, just try giving me trouble.

Control, this is Gates down in Comcore One.

I have three intruders.

Looks like students attempting to access the computers.

Now, wait a second. - Back off!

It's not what it looks like! The door was open, and...

Shut up, kid. You're in a heap of trouble in here.

No, no, really. I was sick.

I was looking for the infirmary, and...

Hey! You!

For a bunch of whiz kids, you're not very smart.

You hurt her, you creep!

You freaking stormtrooper creep!

Don't hurt my friends.

I was just looking for the infirmary.

And now, the pain is back.

Heh.. I don't think you'll get it.

In here, you're on my beat.

So if you want to get hurt...

You're not going to hurt anybody.

[Tense audio playing]

Ahhhhhhhhh!

Ah, ugh! Somebody make it stop!

[Screaming]

Ahhhh!!!

What is this? What's happening to me?

Oh, jeez, Caitlin, are you all right?

She looks all right to me.

Keep your thinking above your waist, Buster.

Give her your shirt.

Without looking.

Okay, Grinds, you can look now.

It's a little tight, but it'll do.

Stay where you are!

Control, this is Keeper Team Bravo.

We have arrived at Comcore One and have the intruders in custody.

Hey, where's Gates?

He took a flying leap through the window.

Hit him with the Tangler!

Hey! Oww!

Ow!

I didn't do anything!

Christ! She's still standing!

Take her out, dammit!

Ah!

Big one, ain't she?

Keep your hands up for dick-wad!

You got a big mouth, sweetheart!

And that mouth just bought you some real trouble.

Who do you think I am, some kind of friggin' cop?

I just kept you and nobody even bat an eye.

That mouth could,

bought you some real trouble.

Who do you think I am, some kind of friggin' cop?

I'd cap you and nobody even bat an eye.

[Catlin grunts]

What the...? Jesus!

She's loose!

What the hell?

Get him, good!

[Shots firing]

[Catlin grunts]

Oh! Ahh!

I don't mean to state the obvious, but we gotta get out of here, guys.

Come on, Caitlin!

Keeper Team Bravo, report.

Keeper Team Bravo, report.

Somebody talk to me, damn it!

Keeper Team Bravo, come in!

Ivana, it's Matthew.

Matthew, what's going on down there?

Well, Cop Core one is a mess.

The incubation chamber's been breached and you've got seven personnel down.

At least one's dead.

I think one of the test subjects has gone gen-active.

Do tell.

The Fairchild file has been accessed.

That's the girl. - Looks that way.

I want her, Matthew. I want her captured and alive.

I'll get right on it.

Hey, somebody!

Hello?

Hey! Open up!

What's going on out there?

Hello? This is Sarah Rainmaker in Section D.

The door to my room isn't working.

That's the last of them.

All subjects are now rendered unconscious.

Vital signs are stable, though subject Rainmaker's heart is still racing.

Initiating evacuation of nerve gas now.

Student quarters will be ready for incubation retrieval in five minutes.

Mobilization status. - Entire complex is now on red alert.

All security units have been mobilized in base-wide search.

Good! I want the girl captured, intact.

Status alert. Red priority.

[Tank's engine starting

[Tense music playing]

Place looks clear, Sarge.

Thermal scan. Indicated warm bodies in here.

I want every one of these lockers searched.

They're searching the lockers.

Do you think they'll be able to see us?

I don't know, but I sure hope they don't look up.

Shh! They're right below us.

Hey, Rox. - What?

I think I got a rip on.

Well, you just better cork it.

I don't think I can hold it.

Oh, come on, Grunge, another minute and they'll be gone!

Oh.

Ugh...

Shit. They ain't in here.

Yeah.

They're probably long gone by now.

If you ask me, he doesn't know.

All right. This place is clear.

Let's move it.

[Huge Fart Noises]

Ewwww! - Ewwwwuhh!

Oh, my apologies, ladies.

I told you not to scarf so many chilly dogs.

You never listen to me.

Whew.

So, Captain, how are you feeling?

Yeah. You have both of us up there for a long time.

I feel...

Fine.

Actually, I feel great.

It's almost as if I can feel myself growing stronger by the second.

Growing is right.

We're going to have to get you a new wardrobe.

I don't know.

I think it's a good look for you, Caitlin.

Okay.

Well, get your panties in a bunch.

I'll just go and find something that'll fit her.

So, Kat, really, are you okay?

I don't know.

I... I mean, I've never had to hurt anyone before.

Oh, Roxy.

Those guys?

I think they were dead.

What's happening? What are they doing to all of us here?

Ah, easy on. It wasn't like they gave you a choice.

Hmm.

Nah. Too small.

God, Roxy. What are we going to do?

I don't know. But don't worry.

Between the three of us, we'll work it out.

Hey, guys!

Check it out!

They look about the right size.

They do?

I personally had no idea that the officer's corps was hiding such talent.

Hey, this is Hilda's locker.

Ewww! Ugh!

Ugh... Yikes!

Hey, Kat, try this on for size.

Hmm. It's sort of like our training suits.

It looks like this one's made out of cavilar, but it stretches like a bathing suit.

Over here.

This is search team, Bravo.

Come here on, Grunge.

We're in sector G and the ventilation shaft here has been breached.

Turn your eyes, brains!

Oh, come'on!

Ow!

Okay, Grunge. All zipped up. You can look now.

Yow!

Looking good, Kat. - Thanks.

I guess it'll do.

Yep, that's them all right.

What are you going to do?

What you gonna do? What else? We're going to frag their ass.

You look like one of those waheens from the comics.

Holy shit! That's a freggin' grenade!

[Large explosion]

Grenade sure made a mess of this place.

Now!

Huh! Grenade sure made a mess of this place.

Just find the body so we can get this over with.

Pitty. - I've got two of them over here, alive.

Alive? - Yes, sir. Just stunned.

Must have been that bank of lockers that shielded them from the blast.

Hmm. They'll come around in an hour or so.

Notify Ivana and have them brought to my interrogation chamber.

Hoo-wee, would you look at that?

Something big got blown clean through that wall.

There's no sign of the other girl, no blood. No, nothing.

Uh, what do you want us to do now, sir?

First, I suggest you find out where the shaft leads to.

Oh.. hmmm..

The grenade? It blew up and I'm still alive.

I'm not even scratched. Wow.

Blue one to blue leader.

Any sign of the target? - No.

And cut the blue leader crush.

This ain't freakin' Star Wars and you ain't freakin' Luke Skywalker.

Looks like we have a confirm the target is gen-active, so keep on your toes.

Roger that, blue leader.

I got nothing on visual, just tons of garbage.

Switch to infrared on your heads-up display.

Roger, blue leader.

Hey! I got a lock!

Huh?!

Get after her. I'll fly her wings.

Roger that!

[Uplifting music playing]

Ohh wee! Look at her run!

She's stopping 60 miles an hour.

Okay, I got her out of the open.

[Uplifting music playing]

I'm expecting capture... now!

Ahh! Ughh! No!

Ahhh...

Must get up.

She weights a ton!

Cut it out!

Cut.. it.. out!

[Large explosion]

You just bought the farm, sweetheart.

[Catlin grunts]

[Shots firing]

[Shots firing]

[Shots firing]

Damn! You're not getting away that easy you little bitch!

What the hell?!

[Large explosion]

[Missle firing]

[Explosion]

[Shots firing]

[Large explosion]

[Catlin grunts]

I don't believe this!

[Tense music playing]

That does it.

[Sound of engine]

Hop!

[Tense music playing]

[Large explosion]

Oh dear, dear me!

Why, what big naughty girl you have become, Libchen?

Helga?

Yeah, darling, you have. I have nurtured you.

made you what you are, must now destroy you.

What's going on, Helga? What's happening to me?

But I cannot tell you, Libchen.

I can only say that too much blood has been spilled.

Only blood must be uncertain with blood.

You are my favorite, Libchen.

I'm sorry.

[Catlin grunts]

Holy hammer!

Uch! Nein!

Ahhh, ugh...

Ahhhh!

[Slow tense music playing]

Oh, oh, oh, oh, oh, oh.

Mama... - Thank God for that.

What's happening?!

[Catling screaming]

Ah...

Roxy.

[Roxy screaming]

I still don't know anything.

You and your boyfriend are being very stupid.

One of you is going to talk,

so that means that one of you will be tortured for nothing.

Talk! - Leave off her, you old bitch.

Ha, ha, ha. Old? Old?

[Humming sound playing]

[Grunge screams]

Oh, man. That stings. Your government plants.

I've known it from the beginning.

Lynch sent you to watch me.

That old dude in the cafeteria?

Don't play dumb!

No, he isn't playing. Grunge really is dumb.

Don't talk back! It's really so very unseemly in children.

I'm sure it's for you.

Ivana here. - Ivana,

an unidentified formation just ghosted

on radar about 80 kilometers north-northwest.

It could be aircraft flying in low through the canyons.

Go to Red Alert and scramble the interceptors.

I'll join you in a few minutes.

Shit! It has to be Lynch!

Matthew, I'll be in the control center.

Please continue questioning our little friends.

Yes, Ivana. I would be most glad to continue.

[Low beat sound playing]

I know you two are telling the truth.

You do? - Yes, I do.

I have read your rather vacant minds

and know that you're telling the truth.

But you see, I have reason to make you go gen-active.

Manifest your powers?

You mean, like Caitlyn?

Precisely. You're not as dumb as she makes you out to be.

I orchestrated everything to facilitate young Fairchild's becoming gen-active.

Yeah, like you orchestrated her getting away.

An oversight.

So I am going to continue torturing you.

Partly because it will help you manifest or it will kill you.

[Threshold laughing]

And partly because...I like it.

[Grunge Screaming]

[Jet engine goes off]

[Sound of jet taxing]

[Jet engine rev'ing up]

[Tense music playing]

Hey. Hey, you. Hold it!

Clearance.

This is Helga Kleinman. I demand admittance.

Well, you look a little beat, Helga.

Girl, I just fell out of the side of a mountain.

What do you expect?

That dog, Fairchild girl, is running loose down there.

I tried to call in, but my radio is stuck.

It must have broken the form.

I... I... I think I need the medical assistance.

I think you'd better stand clear. Let me have a look at you.

Pop the hatch. Now!

Oh, just a moment. I, I think the hatch is stuck.

Ugh! - Ahhh!

[Sound of footsteps]

Over there.

Fire.

[Sound of bullets]

[Sound of bullets firing]

Nice shoot, Tex.

He, he, he. I tell you what, better send Hazmat in, to clean up the mess.

Holy shit, she's getting back up.

[Catlin grunts]

Ahh! - Haaa!

On my Mark, prepare to fire. Target bearing 2.2 degrees.

Depressed Cannon four degrees, hold it.

Target is moving, she's, she's charging, fire!

[Explosion]

[Explosion]

Lost visual with the flight deck map.

Reports are coming in of multiple explosions, heavy damage, and casualties.

Guard post 6 reports encounter with escaped

subject exhibiting full gen active capabilities.

Why is this so damn difficult?

Assemble a full keeper unit armed for SPB engagement.

Have them meet me topside in five minutes.

Yes, ma'am.

Status on the invading aircraft.

The intruders are still closing at 45 kilometers.

We have I/O fighters airborne on interception course.

Hold it.

Ma'am, I'm receiving a transmission from the intruder demanding clearance to land.

They say they have I/O clearance and a warrant to search the Phoenix base.

What should I tell them, ma'am?

Nothing. Just shoot them down.

[Sound of Jets flying]

There's still no reply from Phoenix base, sir,

on any channels. Looks like they've been busy.

I've got eight.

I'll make that 10 bogeys coming at us on a direct interception course.

Altitude 10,000.

All right, go to condition red.

It's now or never.

Gain altitude and engage hostile aircraft.

The rest of the squadron will form up on our wing.

We're going in, gentlemen.

Roger.

Hang in there, kids.

Help's coming.

[Grunge screaming]

Stop it!

Stop it! Stop hurting him!

If you don't stop, I'll kill you myself.

Well, he was getting boring anyway.

Now let's see what we can do with you.

You. You're... - Yes.

My powers first began to manifest when I was very young.

I've had practice.

Matthew!

Call me Threshold.

That's my code name.

I prefer it, really.

Threshold?

Why are you doing this?

I told you, to make you manifest.

Threshold? There's got to be... - Another way?

Roxy?

[Screams]

[Roxy screaming]

Roxy!

[Grunge grunts]

[Grunge grunts]

You stinkin' puss-wad!

Ugh!

Manifest that, asswipe!

Hey! I did manifest!

Friggin' A!

Hey, Roxy. Check it out.

Roxy?

Roxy?

Come on, Roxy. Get with it.

Roxy?

Grunge?

Yeah, it's me.

I kind of went superhero and took the creep out.

You came to my rescue?

Like you're my dude in shining armor?

[Relacing music playing]

[Explosions]

Uh...

[Tense music playing]

[Footsteps approaching]

Kill her.

Ah!

What the...

[Grunge and Roxy grunts]

Hey!

Help!

Yeah! Get him, Cat!

I think my services are needed.

[Grunge grunts]

Wahoo!

Grunge?

Cool, huh?

Uh, yeah.

[Shots firing]

Be right back!

[Shots firing]

[Soldier grunts]

[Shots firing]

[Soldier grunts]

[Shots firing]

[Shots firing]

[Soldier grunts]

Wooo, Wooo!

[Shots firing]

[Soldier grunts]

[Large explosion going off]

[Catlin grunts]

Fire!

[Large explosion going off]

Well, I'll be.

That's inventive.

This sucks!

This just totally sucks!

Ah!

Ugh! Roxy, you okay?

I want a superpower too!

Brats.

You miserable brats!

Look at this mess!

And I just had these nails done!

Oh my god!

[Sound of mechanical arm]

Shredder quartz made of molecularized razor wire.

I don't get to use them very often.

They can cut through steel like it was paper.

I'm curious to see what they can do to my prized student.

[Ivana grunts]

[Ivana grunts]

[Exolosion going off]

Don't fire you idiots!

That's one of ours!

[Plane engine rev'ing]

[Gunfire]

What do you make of it colonel?

I'd say that Ivana's little experiment has gotten out of hand.

[Metal whipping sound]

Come on grunge man! This ain't no time for a nap!

[Ivana grunts]

Oh!

Ahh!

[Catlin grunts]

[Catlin grunts]

[Catlin grunts]

[Invana grunts]

You're a very mean old lady.

Ahhh!

[Electrical buzz]

[Ivana grunts]

You were awesome, grunge man.

I was never so happy to see anyone in my whole life.

Uh, me too.

[Gunfire]

[Tense audio playing]

[Missiles firing]

[Explosion]

[Tense audio playing]

[Gunfire]

Sounds like the base has been attacked.

Hello?

Hey guys, check it out.

I think I found our ride.

Ah!

Ugh!

Hey! - Sorry, dude.

I think pilots are cool.

[Helicopter blades spinning]

That better be a roll of quarters in your pocket, grunge.

I... It's not really safe with so many...

And you should have parachutes.

What if... - Just fly.

[Helicopter's engine rev'ing higher]

This is awesome!

I love flying!

Caitlin, could you move your left butt cheek over a little?

No offense, but you weight a ton.

Well, guys, where to? We made it! We're free!

How about Hawaii?

I want to become one with the waves.

Ha, ha! I don't think we have enough gas for Hawaii.

Whoa! - Ahhh!

Whoa!

I do not believe this!

[Laughs]

[Pilot screaming]

Ahhhh!

[Catlin and Roxy scream]

Ugh! I hate that guy. I really, really hate him.

Ahhh!

Whoa!

Whaa!

Hey, don't look at me. - Well, it's not me.

You can't leave us alone. I mean, man,

I just want to get the hell away from here.

Just let us go home, but no!

No, he's 5,000 feet up hanging there in the sky waiting for us.

Come on, will someone please give me a break?

Hey, quit the yammering and take a look around.

What?

Hey, I'm doing this!

Whoa!

You gotta work on your landings.

[Electrical buzz]

That's all I can do.

Fine. - Ma'am,

the last of the students are cryogenically stored and being loaded on the transport.

Good. You've got the detonator?

Yes, ma'am, right here.

Excellent.

Yeah, but what about evacuation? Our people...

I didn't ask for a debate, soldier.

Ma'am, respectfully, I must decline to follow that order.

Want anything done right.

[Doctor is choking in agony]

All right, get everyone on board. We're leaving here immediately.

What are you doing, Roxy?

Ah, jeez, rats. I didn't get the killer buddy like you, Kate.

Uh-oh. Looks like we've got company.

I am pleased with you all.

What? - We are the children of the future.

Man's evolutionary step toward god-hood.

I think he's one taco short of a combination plate.

Yeah, man. I'm hungry, too.

Oh, God, Grunch.

I don't think we want to be part of any future that includes you.

Oh? Why not?

For one thing, you enjoy killing too much.

What? Are you referring to that pilot?

[Treshold laughs]

He was as worthy of contempt as the ants beneath our feet.

You're sick, Matthew.

[Threshold giggles]

Oh, I did have a rather dysfunctional upbringing.

You see, my parents were killed when I was very young.

I was captured and raised by their murderers.

We are the offspring of government meddling.

Our parents were all Gen-12s,

a military biological experiment to create a special fighting force.

When they refused to fight,

they were hunted down and killed.

Now is our chance to destroy that government,

that corrupt, diseased government that destroyed our parents...

...and create our own.

Uh, no offense, Threshold.

But you're friggin' nuts, dude.

[Everyone laughs]

If you won't join me,

then I promise you, death.

Whoa!

Don't have much of a sense of humor, do you, pal?

You can't just push us around, Threshold.

Yeah, we got a few tricks of our own now.

Oh, I am so scared.

[High pitch noise]

God, the creep's inside my brain!

Fight him, Rox..

Oh!

Fight him!

Get out of my head!

[Threshold grunts]

How'd you do that, girl?

I don't know, but I'm not asking questions.

Ah!

Ooh, you're going to have to be a little faster than that, honey.

Ahh!

Whoops! Ugh!

Ha, ha, ha, ha.

Ah, Miss Spaulding.

Where did we leave off upstairs?

[Wind noises]

[Whoosh noises]

Ahh!

Ha,ha, ha. Very impressive, Roxanne.

Given a little practice, you might prove a worthy adversary.

Too bad you'll never get that chance.

[Thunder and lightning noises]

Threshold

[Energy explodnig]

[Gunfire]

[Large explosion]

[Single shots firing]

[Gunfire]

Colonel, our rescue teams just searched the student dormitories.

They report that all the students are missing,

and there is evidence of a rapid evacuation.

Then we're too late, damn her.

[Large explosion]

If I know Ivana and she's managed to escape with those kids,

this place is gonna get a lot less healthy.

Recall all units. We're pulling out.

[Thunder and lightning]

Roxie!

Caitlin, wait!

Give me a lift!

Whee!

Ahh! - Whoaaa!

[Grunge scream]

Ugh!

I'll squash you like an insect!

[Sound of rock exploding]

You're ass is mine, dude!

Ahhhh!

[Roar sound is playing]

[Loud lightning sound]

[Water splashing]

Hey, dick-hold! You look kind of thirsty!

Ugh!

[Tense music is playing]

Yeah! Hold him, rocks!

[Underwater sound]

[Water splashin]

[Tense music is playing]

[Water splashing]

Ugh! eh..

I could twist your head off right now, you know that?

Give me one good reason why I shouldn't!

[Tense tune is playing]

[Jet engine sound is playing]

Ughh!

Egh...

[Jet landing]

You kids should not be fighting each other!

Try telling that to our pal over here!

Vengeance is a powerful force, Lynch!

I can feel it in me, strengthening me!

And you will all feel it too!

Pretty big talk for someone who just got his butt kicked!

They're not your enemy threshold!

Ivana and Kraven are the ones who created Gen 12 and Gen 13!

Not you, Lynch!

Not one of the government stooges responsible

for hunting down my parents like animals!

Your parents were friends whose lives I couldn't save!

I'll make you eat those lies after I finish with these three!

You're making a mistake, Matthew!

This is the last person that you want to harm!

Caitlin, is your sister!

What?

I knew your parents well, and was their friend!

Caitlin, your mother, Rachel, came to me for help!

After your father was killed, because the NSC wanted her two children!

I couldn't help your mother!

So she turned to her ex-husband, Callahan!

Matthew's father, Callahan, did the honorable thing!

And tried to get all of you out of the country!

But he didn't make it!

He and your mother were killed!

Matthew, you ran!

Ran for your life with your baby sister in your arms!

And when they fished you out of the water, your sister was gone!

You thought she was dead!

[Baby crying] I found her down river!

I was too late to save you and your mother, Matthew!

But I could still help Caitlin!

I hid her away!

And when it was safe,

when the program was no longer popular,

I returned Caitlin to her uncle!

The dream! I've been having your dream!

[Door opening]

[Jet flying overhead]

I don't like the looks of this!

Everybody into the ship now!

[Hopeful music is playing]

[Danger tune is playing]

[Large explosions]

[Danger tune is playing]

All right, take off! Go, go!

Matthew?

[Rocks crashing down]

Hang on back there, this is gonna be rough!

Sweet Jesus, the whole mountain's comin' down!

Matthew!

[Explosion going off]

[Earthquake]

[Rocks falling]

Matthew!

[Sad tune playing]

That's our third pass, Colonel.

Still no sign of life down there.

Alright, Captain. Let's head for home.

Hey, Mr. Limp's dead!

You got any more of these survival kits?

Have a little sensitivity grunge, huh?

Sorry.

[Jet engine going off]

I'm sorry, Caitlin.

I don't think anyone survived.

I know. Thank you.

What's going to happen to us, Mr. Lynch?

Can we resign?

Can't we just drop out?

Oh, Caitlin.

If you only knew.

The I.O. doesn't accept resignations.

Your father learned that the hard way.

However, I have a proposal to make.

You kids are special now.

You have powers you've barely begun to understand.

You have the potential to use those powers to

make positive changes in our very imperfect world.

I'd like to show you how to harness those powers.

I'd like us to work together.

Uh, no offense, but I just want to go home.

And I'm desperate for a cigarette.

Alright, I accept.

What can I say?

Sounds cool!

I kinda like the superhero stuff.

Hmph. What the hell...

Alright!

We'll be just like, like the super friends!

Well good. It's settled then.

I think you've made the right choice.

Thanks for all you've done.

I owe you my life.

It's the least I could do.

For my old friend's daughter.

Mr. Lynch?

Will you tell me about my father?

And my brother?

[Jet engine audio playing]

[Hopeful audio playing]

[Up-Beat End credits song playing]