Executive Producer: Charles H. Eglee Executive Producer: Michael Dinner Executive Producer: Executive Producer: David Engel Executive Producer: “PILOT”

Written by Charles H. Eglee

Based On The Series by Brian Michael Bendis and Michael Avon Oeming

Directed by Michael Dinner

FULL WHITE DRAFT 6/21/11 FULL BLUE DRAFT 6/30/11 FULL PINK DRAFT 7/05/11 FULL YELLOW DRAFT 7/09/11 FULL GREEN DRAFT 7/12/11 GOLDENROD REVISIONS 7/13/11 DOUBLE WHITE REVISIONS 7/14/11 DOUBLE BLUE REVISIONS 7/14/11 DOUBLE PINK REVISIONS 7/15/11 DOUBLE YELLOW REVISIONS 7/16/11 DOUBLE GREEN REVISIONS 7/20/11 DOUBLE GOLDENROD REVISIONS 7/23/11 3rd WHITE REVISIONS 10/04/11 RESHOOT DRAFT 12/16/11 REVISED RESHOOT DRAFT 12/30/11 2nd REVISED RESHOOT DRAFT 1/3/12 3rd REVISED RESHOOT DRAFT 1/12/12 REVISIONS STARRED

© 2011 SONY PICTURES TELEVISION INC. All Rights Reserved No portion of this script may be performed, or reproduced by any means, or quoted, or published in any medium without prior written consent of SONY PICTURES TELEVISION INC. * 10202 West Washington Boulevard * Culver City, CA 90232* POWERS ______"Pilot" Revision History

Draft/Revision Color Date Pages

FULL WHITE DRAFT 6/21/11 FULL DRAFT FULL BLUE DRAFT 6/30/11 FULL DRAFT FULL PINK DRAFT 7/05/11 FULL DRAFT FULL YELLOW DRAFT 7/09/11 FULL DRAFT FULL GREEN DRAFT 7/12/11 FULL DRAFT GOLDENROD REVISIONS 7/13/11 Title Page, Revision History, Set List, Production Notes, Pg. 56 DOUBLE WHITE REVISIONS 7/14/11 Title Page, Revision History, Pgs. 8, 9, 9A DOUBLE BLUE REVISIONS 7/14/11 Title Page, Revision History, Set List, Cast List, Production Notes, Pgs. 6, 13A, 21, 33A, 37, 51A, 52, 53, 53A, 56 DOUBLE PINK REVISIONS 7/15/11 Title Page, Revision History, Set List, Pgs. 10, 51, 51A, 52, 53, 53A, 54 DOUBLE YELLOW REVISIONS 7/16/11 Title Page, Revision History, Pgs 5, 6, 6A DOUBLE GREEN REVISIONS 7/20/11 Title Page, Revision History, Cast List Pgs. 34, 34A, 35, 53A, 54 DOUBLE GOLDENROD REV. 7/23/11 Title Page, Revision History, Pgs. 13A, 31, 31A, 51 3rd WHITE REV. 10/04/11 Title Page, Revision History, Pgs. 28, 28A, 28B RESHOOT DRAFT 12/16/11 FULL DRAFT Reshoots in BOLD REVISED RESHOOT DRAFT 12/30/11 FULL DRAFT 2nd REVISED RESHOOT DRAFT 1/3/12 FULL DRAFT 3rd REVISED RESHOOT DRAFT 1/12/12 FULL DRAFT Revisions STARRED "PILOT" - 3rd Revised RESHOOT DRAFT - 1/12/12

POWERS "PILOT"

CAST LIST

DETECTIVE ...... JASON PATRIC DETECTIVE DEENA PILGRIM...... LUCY PUNCH COMMANDER AUGUSTUS CROSS...... CHARLES DUTTON CALISTA...... BAILEE MADISON TRIPHAMMER...... TITUS WELLIVER JOHNNY ROYALLE...... VINNIE JONES DETECTIVE JULIUS KUTTER...... KHARY PAYTON GUSTAV FLINCH ...... COREY STOLL *RETRO GIRL...... DETECTIVE SAM DOCKNOVICH...... WES CHATHAM DR. ZEL STRAUSS...... F. DAVID ROTH DR. AIESHA JANNY...... ORA JONES DETECTIVE ARTHUR POLSON...... DON HARVEY MELROSE...... AMBRE LAKE TERRELL...... KRIS D. LOFTON GRISELDA...... SANDRA DELGADO BOUNCER...... JEROD HAYNES POUNDCAKE...... LESLIE ANN SHEPPARD LIMO DRIVER...... KARMANN BAJUYO FEMALE-ENTITY...... MOLLY CALLINAN BEAT COP...... JOHN FOLINO BLONDE WOMAN...... KAYLA THOMAS CABBY...... JAKUB HACZKIEWICZ COP...... BILLY DEC SNIPER...... REID COLLUMS *FASTBACK...... *TOFU...... *PUPPET...... *DETECTIVE CAREY FYNN...... *DETECTIVE #1......

*INDICATES NEW OR REVISED "PILOT" - 3rd Revised RESHOOT DRAFT - 1/12/12

POWERS “PILOT”

SET LIST

INTERIORS APARTMENT BUILDING HALLWAY ATLAS NIGHTCLUB KITCHEN OFFICE ROOM BOTANICA WALKER'S APARTMENT BOUNCER'S APARTMENT BEDROOM BUNGALOW LIVING ROOM BASEMENT DINING ROOM BREAKFAST NOOK WAREHOUSE HALLWAY LOWER LEVEL LIVING ROOM LOWER LEVEL ROOM CAB UPPER LEVEL ROOM CITY HALL ROTUNDA UPPER LEVEL STAIRWELL CITY JAIL VISITORS ROOM EXTERIORS *OBSERVATION ROOM ATLAS NIGHTCLUB CROWN VIC ALLEY DINER STREET *ESCALADE BUILDING ROOFTOP HOMICIDE BUNGALOW HOTEL CHICAGO STREET BALLROOM CITY HALL GREEN ROOM CROWN VIC LOBBY EMPTY LOT UTILITY CORRIDOR ESCAPE/ ALLEY MORGUE HOTEL PARKING STRUCTURE ROOF POLICE SURVEILLANCE VAN STREET POWERS DIVISION INDIAN OCEAN BALCONY INDUSTRIAL AREA COMMANDER'S OFFICE POWERS DIVISION INTERROGATION MOTOR POOL LOBBY STREET MEN'S ROOM *PARKING STRUCTURE OBSERVATION ROOM STREET ROLL CALL ROOM TRIBUNE BUILDING - ROOFTOP STAIRWELL WAREHOUSE THE FLOOR WAREHOUSE ADJAC. ROOFTOP VENDING MACHINES RETRO GIRL'S LAIR SUBWAY TUNNEL *INDICATES NEW OR REVISED TEASER FADE IN: BLACK WOMAN’S VOICE (O.C.) Did you know that Hitler has relatives living on Long Island?

EXT. STREET - NIGHT (NIGHT 1) * A Cadillac Escalade approaches. *

INT. ESCALADE - NIGHT * At the wheel find-- * DETECTIVE CHRISTIAN WALKER The main man in tonight’s undercover buy-bust. * WALKER * Everybody in position? Walker communicates via radio mic and an imbedded miniature * device in his ear. HEAR ad-libbed affirmatives via radio, * accompanied by QUICK POPS of the members of a police strike team, including OFFICER SAM DOCKNOVICH, who are deployed around their target, the Atlas Nightclub. * WOMAN’S VOICE (O.C.) Howard Hitler. Born in 1957--

INT. POLICE SURVEILLANCE VAN - NIGHT * The woman speaking is DETECTIVE DEENA PILGRIM who sits at a * bank of monitors watching them intently as wolfs down a * taco, swigs soda, then chews the ice cubes-- DEENA (into mic) * Raised in Patchogue. Earned spending money as a kid doing odd jobs around the neighborhood. Her attention lasers to the first monitor. * ON SCREEN As the Escalade turns the corner into view. * DEENA (into mic, finishing her * thought) * Had a Beatle haircut. (then) * I got a visual on you Walker. * POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 2.

EXT. STREET - NIGHT - INTERCUT * As the Escalade pulls to the curb. Walker gets out. * DEENA * (into mic) * No way could I deal with some kid * named Howie Hitler mowing my lawn... * WALKER * (to Deena) * You pulled another all-nighter * watching the History Channel? * DEENA * (into mic) * Better than sex. And way more * interesting... * WALKER * You need to get a life. * DEENA * (into mic) * I mean what if the Free Masons really * do control everything? * Walker approaches the front entrance of the upscale nightclub, * addresses the Security Guy. WALKER * Fastback’s expecting me. The Security Guy wands him, let’s him enter. DEENA * (into mic) He’s in.

INT. ATLAS NIGHTCLUB - NIGHT - INTERCUT Walker transits through the upscale clientele, the Atlas being * the “it” spot of the moment. *

INT. ATLAS NIGHTCLUB - OFFICE - INTERCUT * Walker enters, shakes hands with FASTBACK, the alpha presence, * then his two associates, TOFU, and PUPPET. As Deena watches on the monitor-- * DEENA * (into mic) Stand by. We go on my signal... * I wonder who Howie’s favorite Beatle * was. * POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 3.

EXT. TRIBUNE BUILDING - ROOF TOP - NIGHT - INTERCUT A WOMAN, seen only in silhouette, surveys the police stake-out from thirty-four stories up. Is she a police spotter? A look- out for the bad guys? All we know is she is keenly interested in what’s unfolding below. *

INT. ATLAS NIGHTCLUB - OFFICE - NIGHT - INTERCUT * Walker takes out an envelope of cash. Tofu checks to see if * the currency’s legit, then counts it. WALKER * I’ll take all the neuro you got. FASTBACK I don’t like to rush getting into business with people I don’t know. And you, I don’t know. * WALKER * You will. ‘Cause I’m gonna be your * new best customer. * FASTBACK * Really? * WALKER * I hear good things about your * product. * TOFU Neuro’s not like anything else out * there. * FASTBACK * How would you like to know how it * feels to be a power? * TOFU * Never get tired or sick or old. * FASTBACK * Strong as an earthquake. Be able to * fly through time and space and * whatever the hell other dimensions * are out there. * PUPPET * Be able to get a hard-on whenever you * want for as long as you want-- * TOFU * That can cut diamonds. * FASTBACK * Ever wonder what that would be like? * WALKER * (after a beat) * Who hasn’t. *

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 4. CONTINUED: FASTBACK * We have synthesized the neuro * molecular signature of primary * cognitive function in a Level 9 * power... * Fastback takes a cardboard sheet of blister-wrapped capsules * out of a desk drawer, continuing-- * FASTBACK * ...and replicated it in ingestible * chemical form. * TOFU * Take one of those and you will feel * like Jesus’ son. * WALKER * Who’s the principal in your * organization? DEENA * (into mic) Don’t push it Walker. Let’s get’em * in custody first. FASTBACK * The principal likes to keep a low profile. WALKER * Chicago based? * Fastback pockets the cash, then pops a capsule through the * blister wrap, proffers it-- * FASTBACK * This one’s on me. * WALKER * I never get high on my own supply. * Tofu and Puppet grab Walker. Deena sees what’s happening on * the monitor. DEENA * (into mic) Officer in jeopardy. Let’s move. Deena bolts out of the surveillance van. QUICK POPS of the * other operatives flying into action. FASTBACK (re the cash) * This lunch money you bring me, consider it a down payment on doing business in the future. Fastback cracks the capsule under Walker’s nose. Tofu gives * him a gut punch, causing Walker to draw a sharp breath inhaling * the neuro’s purple vapor. Suddenly Walker’s features twist, * his eyes burn red and crackle.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 5. CONTINUED: In a SERIES of RAPID NEURO FLASH CUTS we see what Walker is * experiencing. The images are jarring, impressionistic, blown- * out against a back drop of pulsing, pale green light. * FLASH CUT: * ECU of the upper portion of Walker’s face seen over the * shoulder of a hulking, unseen predator. A claw-like fist, the * size of a steam-iron, smashes into the side of Walker’s head, * ripping a jagged gash from his temple across his cheek-bone. * The force of the blow knocks his face out of frame. As he * regains his footing, the CAMERA FINDS him in ECU once again. * His nostrils flare with feral intensity. His knuckles jack- * hammer into the CAMERA LENS which goes BLACK as his fist fills * the frame. *

EXT. ATLAS NIGHTCLUB - INTERCUT Deena and Docknovich rush the front entrance, weapons and * badges in evidence. When the Security Guy tries to block them, * Docknovich adroitly Krav Maga’s him to the pavement. The two * cops race inside.

INT. ATLAS NIGHTCLUB - OFFICE - INTERCUT Fastback and his cronies look at Walker, assessing the drug’s * effect on him. * FASTBACK * What’d I tell you? Amazing, huh. * PUPPET * Like surfing a hundred foot wave * across an ocean of tits. * Only Walker’s experience is anything but the euphoria being * described. * FLASH CUT: * The unseen adversary finds Walker’s chest, launching him * backwards. * Suddenly, Walker slams himself backwards across the office into * the wall. Walker recovers, charges at Fastback, who is caught * off guard and is slammed to the floor, not knowing what hit * him. * Tofu and Puppet jump in, hauling Walker off their boss. Walker * shakes them off. His hands find Fastback’s throat-- * A warning SIREN WAILS, signaling the raid. Tofu and Puppet * race out into the club. Fastback manages to extricate himself * from Walker’s grasp, staggers to his feet, then retreats into a * bathroom and locks himself inside. * Walker struggles to regain his composure as the neuro rush * passes. He looks around the room, a blank look on his face as * he tries to shake off the episode and get his bearings. * POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 6.

INT. ATLAS NIGHTCLUB - INTERCUT Deena and Docknovich head toward the office. Docknovich * flattens himself against the wall, to one side of the doorway. * Then he kicks the door. But it’s reinforced and doesn’t give * way easily. * FLASH CUT: * The hulking form lunges at Walker, who flips the attacker over * his head toward the wall of pulsating green light. But the * claw hand catches Walker’s arm and drags him along. As the two * figures are swallowed by a wash of green fluorescence-- *

INT. ATLAS NIGHTCLUB - OFFICE - INTERCUT * Finally the office door flies off its hinges. Docknovich * enters. Deena follows. They sweep the room with their * weapons. It’s empty except for Walker, who looks around the * room at the mayhem he’s just caused, overturned furniture, * busted lamps, etc. * DEENA * Jesus Walker, are you alright? * WALKER * (covering) * I’m good. * But Deena studies him, not buying. Docknovich tries the * bathroom door. It’s locked. He throws a shoulder against it. It doesn’t budge. * DEENA * (into mic, re Walker) * I need an EMT. * But Walker blows past her out of the room. *

INT. ATLAS NIGHTCLUB/ KITCHEN - INTERCUT * Walker transits the club, then pushes through the kitchen doors * encountering Tofu. Walker drops him with a quick chop, heads * out into-- *

EXT. ATLAS NIGHTCLUB - ALLEY - NIGHT Where he spots Fastback, who drops from a window, takes off * running. Walker gives chase.

INT./ EXT. PARKING STRUCTURE - NIGHT * Fastback heads into the stairwell. He takes the stairs five at a time, then jumps landing to landing. This guy’s super- charged in some way, and it ain’t Wheaties. *

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 7. CONTINUED: Walker enters, starts up the stairs. He pushes through the * neuro induced cobwebs, pours it on, giving it everything he’s * got. Fastback arrives on the top deck, races toward the far end. Walker scrambles out of the stairwell, clearly gassed. But there’s nowhere for Fastback to go. Walker has him cornered. Fastback ducks behind a cement pillar, squeezes off a shot at Walker, who dives for cover. *

EXT. ATLAS NIGHTCLUB - ALLEY - INTERCUT * Where Deena wrangles Tofu, now in custody. She looks up at the * sound of gunfire-- * DEENA * (into mic) * Shots fired. *

EXT. PARKING STRUCTURE - TOP DECK - NIGHT - INTERCUT * Fastback races for the parapet. Walker draws a bead. Just as he squeezes off a round, Fastback literally dodges a bullet leaping over the wall, into the air, across the street, landing on top of a building in the next block. DEENA (O.S.) * (in earpiece) * Walker what’s your twenty? * Walker regards what he’s just seen. After a beat-- * DEENA (O.S.) * (in earpiece) * Walker do you copy? * WALKER (to Deena) * This one’s a power. Switching to drainer rounds. He changes the clip in his weapon, then serpentines to the parapet, dodging another round from Fastback. Walker returns fire. A greenish tracer round slams into the other building in a small burst of green light. But Fastback is gone, parkouring his way up the side of the building. Walker takes aim, double taps. Two more green drainer rounds bounce harmlessly off the building as Fastback springs over the ledge onto the roof, out of the line of fire. Dejected, Walker turns to go, keying his walkie-- WALKER We got a rabbit. POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 8.

EXT. TRIBUNE BUILDING - ROOF TOP - INTERCUT However, Fastback’s exploits have garnered the attention of the Woman in silhouette seen previously. When she steps into the light to keep an eye-line on him, REVEAL-- RETRO GIRL Impossibly beautiful, exuding a quiet, confident strength. She leaps off the top of the building.

EXT. BUILDING - ROOF TOP - NIGHT Fastback looks back to make sure he’s escaped his pursuers, then turns back and collides with Retro Girl, who blocks his path. Fastback registers surprise, flashes recognition. Retro Girl’s presence signals he’s landed in a jackpot. He can’t help uttering a worried-- FASTBACK Shit... * Then she unleashes a barrage of kicks and punches worthy of a * Shaolin monk. Fastback recovers, finds his feet-- FASTBACK Bitch... He tries to bound over her, but Retro Girl is too fast. She cuts him off and kicks him in the face repeatedly. Fastback tries to lunge at her, but she side steps him and steers him head first into a large metal air conditioning unit. He doesn’t get up. RETRO GIRL Who you calling bitch... bitch. Retro Girl hauls him to his feet, then-- RETRO GIRL Punk ass Level 2 moving that kinda weight. Who you working for? FASTBACK I’m self-employed. RETRO GIRL I’ll ask again. FASTBACK I don’t work for nobody. RETRO GIRL I was hoping to do this the easy way. Retro Girl drags him over to the edge of the roof, pushes him off. CLOSE ON FASTBACK As he shrieks, the pavement coming up at him fast. (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 9. CONTINUED: Then suddenly, his rapid descent stops. REVEAL that Retro Girl has caught him mid-fall. Then, as she deposits him back on the roof-- RETRO GIRL (CONT’D) I need a name. FASTBACK I swear I-- Whereupon Retro Girl straight arms him over the side again, counts to five, then dives after him. After a beat, she deposits him on the roof once again. RETRO GIRL I’m bored now. You either cooperate or I’ll let you and gravity figure it out.

EXT. ATLAS NIGHTCLUB - STREET - NIGHT Deena and Docknovich stand over Tofu, Puppet, and the Security * Guy, who lie face-down on the pavement, wrists handcuffed behind them. * Walker approaches with a sullen expression-- WALKER Probably a Level 2. DOCKNOVICH * Suspects roll with the Pain Posse given their ink. WALKER (nods, then to Tofu) Who’s supplying your crew with neuro? TOFU I have the right to remain silent. Anything I say can and will be used against me in a court of law. I have the right to speak to an attorney-- * DEENA Makes you miss the good old days of water boarding. WOMAN’S VOICE (O.C.) You can thank Johnny Royalle for dropping his latest pharmaceutical nightmare on Chicago... REVEAL Retro Girl approaching with a very wrung-out Fastback in tow. Everyone present, including the bad guys, register surprise. Deena mutters an involuntary-- DEENA Retro Girl?... Whoa...

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 10. CONTINUED: Walker just looks at Retro Girl a beat, not sure if she’s real * or a residual hallucination. She holds the look another beat. * She’s definitely a flesh-and-blood presence. Whatever energy * is passing between them, Walker plays it off. After a beat, * focusing on the business at hand-- WALKER I don’t like hearing Johnny Royalle and Chicago in the same sentence. RETRO GIRL We live in troubled times. Retro Girl shoves Fastback toward Docknovich. RETRO GIRL Drainer cuffs on this one. When Docknovich locks the cuffs on Fastback, they glow green, causing him to slump over. DEENA Thanks for the help... Deena Pilgrim... Powers Division. RETRO GIRL Retro Girl. DEENA Figured. (re Walker) This is my partner Christian Walker-- WALKER We’ve met. DEENA This is cool you giving us a hand taking out the garbage. But shouldn’t you be out there dealing with big picture bad behavior? Like keeping North Korea from incinerating the planet. RETRO GIRL Think globally, act locally. (by way of explication) * I live in this town. * Deena absorbs this, then heads off, calling to the other cops-- DEENA Let’s transport these shitheads. WALKER AND RETRO GIRL Stand there a long moment. Words don’t flow easily between them, small talk being the refuge of strangers. These two are * anything but. Clearly their history is deep, complicated and not without pain, given the awkwardness between them. Retro Girl offers a paltry--

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 11. CONTINUED: RETRO GIRL Been awhile. These two once shared time and space, but now Walker looks at her across a void as wide and deep as an ocean. It’s easier to say nothing. RETRO GIRL You look good. A bid at connection. But rather than plumb the dark, murky depths of emotion, he plays it off with a simple-- WALKER Yeah? RETRO GIRL This is the part where you give me a compliment. Whatever tumult this woman’s presence conjures inside him is * the last thing he needs after his neuro ordeal. * WALKER Listen, I gotta deal with this... See ya. Walker heads off. Retro Girl watches him go. Then, after a beat, she zooms off. Everyone looks up watching as she streaks across the night sky. Except for Walker, whose gaze is decidedly earthbound. As if a glance toward the firmament might hurt his eyes. Deena approaches, doing her best to muster a matter-of-fact tone-- DEENA You didn’t tell me you knew Retro Girl. WALKER We’ve crossed paths. DEENA (eyes skyward) I am not in any conceivable way even remotely attracted to chicks. But if the Earth started spinning backwards, let’s say, and I somehow became open to the idea, for whatever bizarre reason-- I would be so all over that. Off Walker, not listening, as he watches Retro Girl’s light- trail disappear into the night sky. SMASH TO:

MAIN TITLES POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 12.

ACT ONE

INT. DINER - DAWN (DAY 2) Deena and Walker sit at a booth. She shovels down breakfast: ham, eggs, hash browns, toast, etc., while surfing on her smartphone. Walker hasn’t touched his food. His mind elsewhere, he nurses a cup of coffee. Off her phone-- DEENA I gotta use five vacation days before the end of the year. Where should I go? Keep in mind I hate traveling. And don’t suggest a spa day in town. Creeps me out paying a total stranger to touch me. Is that some kind of guy thing? No response, then-- DEENA Walker? He looks up at her. DEENA You haven’t said a word the whole way over here. He doesn’t say anything, then-- * DEENA * You’re the man of the mother-effing * hour. That neuro shit’s s’posed to * be stronger than angel dust. Knock * you on your ass for like days. * Walker shrugs off the compliment. Deena presses-- * DEENA * How’d it feel? Being immortal, able * to fly n’shit? * Walker just looks at her, as if he doesn’t understand the * question. Deena prompts-- * DEENA * Was it excellent? Feeling like a * Level 9 power? And all that implies? * WALKER * Nothing special. Not for me anyway. * DEENA You gonna eat that? She indicates his untouched food, then helps herself. DEENA OK... You’re Johnny Royalle. You’re a power. Level 9. (MORE) (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 13. CONTINUED: DEENA (CONT'D) You got the world by the balls. You * can bend time and space, blah-bitty- * blah. Why you gotta deal dope? * WALKER Not much point having powers unless you can use them. DEENA Doing unbelievably bad shit? WALKER Some people find bad shit more interesting. DEENA OK... So Retro Girl. The perfect female. Also a Level 9. I’m guessing she doesn’t need to worry about body waxing, cramping, collagen treatments... Hot sauce please. Walker passes it to her. As Deena liberally applies it-- WALKER I couldn’t say-- DEENA Hold that thought-- She presses the ear wig into her ear, listens to a transmission on the walkie, then-- DEENA Got a zero-one-one-zero out in Cicero. Body snatchers get there before us, the commander’ll get his dirt chute in a twist. Then, re the bill-- DEENA You got this?

EXT. BUNGALOW - DAY Working class neighborhood. Walker and Deena duck under yellow tape where they are intercepted by a uni, DOCKNOVICH. WALKER Come up with a name for the baby yet? DOCKNOVICH Ran your suggestions by the wife. She hated’em.

INT. BUNGALOW - BASEMENT - DAY Crime scene personnel are present. As Walker, Deena, and Docknovich enter-- (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 14. CONTINUED: DOCKNOVICH Vic’s Jessica Holt, thirty-two, possible home invasion gone sideways. Found by the boyfriend and their little girl. WALKER Why’s Homicide kicking this to us? DEENA Besides the fact they’re up to their taint with the Lake Shore Slasher. They look down at the victim lying next to a washer-dryer and a basket of laundry. The back of her head is bashed in. DOCKNOVICH Boyfriend’s a Level 3 registered with the Division. Government name’s Gustav Flinch. They head upstairs.

INT. BUNGALOW - HALLWAY - DAY As Walker, Deena, and Docknovich emerge from the stairwell, Docknovich nods toward a Uni interviewing GUSTAV FLINCH, 30s, in the living room, grief-stricken. DOCKNOVICH The R.E. WALKER The kid? Docknovich indicates Calista, in a breakfast nook off the kitchen, noodling on a pink cell phone. WALKER I’ll take the boyfriend. DEENA I get kiddie patrol cuz I’m packing? Indicates her breasts, only half-kidding. WALKER Given the circumstances, your female aspect might be less intimidating. DEENA Tell that to the men in my life. Deena heads off. Walker transits to--

INT. BUNGALOW - LIVING ROOM - DAY Walker closes the glass doors to the dining room, approaches Flinch, hands him his card.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 15. CONTINUED: WALKER Detective Walker, Powers Division. Sorry for your loss.

INT. BUNGALOW - BREAKFAST NOOK - INTERCUT Deena musters a light touch with Calista. DEENA You okay? CALISTA Super... DEENA We want to find whoever did this to your mom. But we’re going to need your help. CALISTA Jess wasn’t my mom. She’s Dad’s new girlfriend. Only he’s not my dad.

INT. BUNGALOW - LIVING ROOM - INTERCUT FLINCH I let this happen... I... I’m the one responsible. WALKER In what sense? FLINCH I wasn’t here. If I had, it’d be one of those kids with their skull beat in. WALKER What kids? FLINCH (paces, rambles) I picked Calista up from her swim lesson at the Y. We came home. No Jessica. Then we found her in the basement... not breathing... She’s ten years old for chrissakes. She had to see that... WALKER What kids? FLINCH I was watching Jeopardy last night like always. These black kids came around, selling magazines or some shit. They were casing the place. WALKER You think you could identify them?

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 16. CONTINUED: FLINCH You know the type. Baggy clothes. Two hundred dollar sneakers. (unraveling) Oh god... You gotta find them-- The glass doors do little to mute the sound of Flinch’s escalating grief in b.g. DEENA Honey, why don’t we go talk outside-- CALISTA We’ll be safer in here. Trust me.

INT. BUNGALOW - LIVING ROOM - INTERCUT FLINCH I’ll handle this myself-- WALKER Take it easy pal-- FLINCH I swear to God, I will tear this city apart until I find those shit- heads... Flinch’s features thicken, eyes bulge, his jaw squares --QUICK IMAGES as his back opens up like a beetle's carapace, ripping through his shirt. On his chest a glowing symbol burns. From his elytra, ORANGE FLAME erupts. Suddenly, Flinch BLASTS upwards, exploding through the ceiling with a grief-stricken wail, blowing out the glass doors. What the fuck?

INT. BUNGALOW - BREAKFAST NOOK - INTERCUT CALISTA Told ya.

EXT. BUNGALOW - DAY Walker and Deena run outside. Debris falls around them. Flinch is gone. Mutters to Deena-- WALKER Job’s hard enough without flying cockroaches...

INT. POWERS DIVISION - THE FLOOR - DAY Calista sits at a desk, spinning in the swivel chair, gaming on her cell phone. She looks over at Beat Cops corralling some sort of amazonian Female-Entity in hooker apparel. FEMALE-ENTITY I was not engaged in an act of prostitution. (MORE) (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 17. CONTINUED: FEMALE-ENTITY (CONT'D) My powers were meant to be shared with those seeking the truth between my legs. BEAT COP Get this piece-a-shit into the Drainer. They wrestle the entity into the Drainer Tank. Once inside, she puts her hands against the glass. She spits a toxic mucus that drips down the window. Then a FORKED REPTILIAN TONGUE darts from her mouth. The GREEN DRAINER LIGHT is switched on. She immediately goes limp, her skin becoming translucent, veins and organs fluoroscopically visible as Calista watches. FIND Walker filling out paperwork, to Docknovich, re Calista-- WALKER I don’t want that kid hanging around here. DCFS shoulda been here by now. DOCKNOVICH Their guy called. Stuck in traffic. Calista gets up, crosses to them. CALISTA I always eat waffles after swim practice. Only today I didn’t. I’m starving here. Any ideas? Walker pulls open a desk drawer, rummages around, then comes up with a package of beef jerky, tosses it at her. CALISTA Kinda had my heart set on waffles. WALKER (stands) Let’s get you situated. He steers her across The Floor toward the staircase. As they pass the drainer tank, Calista notes the Female Entity in a heap on the floor. CALISTA She okay? WALKER She’s fine. Drainer tank takes away their powers. CALISTA Does it hurt? WALKER (under his breath) Only her pride. As Walker and Calista mount the stairs.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 18. CONTINUED: CALISTA My mom said there weren’t even powers when I was born. WALKER I’m pretty sure there were. Just that most people didn’t know about them. CALISTA My mom said the government did. Then somebody blabbed and everybody found out. And now there’re powers everywhere you look. WALKER Your mom was pretty interested in powers. As they head into--

INT. POWERS DIVISION - INTERVIEW ROOM - DAY CALISTA Ob-sessed. You have no idea. That’s why she left me and Gustav and took off with this guy who was a higher level or something. My mom was always saying how the powers make the world a better place. WALKER Some do. CALISTA And the ones who don’t? I guess they end up being your problem, huh? WALKER Stay here and don’t touch anything. The doctor’s on his way. CALISTA He better be bringing waffles.

INT. POWERS DIVISION - ROLL CALL ROOM - DAY Morning announcements, COMMANDER AUGUSTUS CROSS, presides-- * CROSS To those of you who participated in * last night’s raid on the Pain Posse, nicely done. We netted the largest haul of neuro to date-- Applause and whistles all around. As Walker enters, takes a * seat. Also present among the assembled are Deena and * Docknovich. Cross continues-- *

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 19. CONTINUED: CROSS And puts Johnny Royalle on notice he’s not welcome in Chicago. WALKER Expect a nasty memo from the bean counters about me expending three drainer rounds at seven-hundred bucks a shot. DEENA When you win, you lose. CROSS New business. Say hello to Detective Carey Fynn who comes to Powers * Division from Area 5. DETECTIVE CAREY FYNN raises his hand to identify himself. * CROSS Carey’s completed his Powers * orientation. But it goes without saying he’ll be counting on everyone here to share the length and breadth of your experience with him. DETECTIVE #1 In other words, get out while you still can. Laughter. Cross continues in a serious tone-- CROSS Received a report from the Los Angeles Powers Unit. Last night, during a traffic stop of a Level 4 wanted for a home invasion; the arresting officer failed to put the suspect under drainer control during questioning. The suspect ripped the officer’s arm off, beat him to death with it, and fled the scene. The assembly absorbs the somber news. CROSS Protocols for dealing with powers are there for a reason. Ignore them at your peril. KUTTER (disgruntled, mutters) Goddamn drainer rounds oughta do more damage than just slow a power down. Basically rubber bullets unless you’re close range. DETECTIVE #1 And at those prices. CROSS What else?

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 20. CONTINUED: DEENA Caught a homicide this morning. Deceased human female, Jessica Holt. WALKER Boyfriend’s a Level 3. Gustav Flinch, registered entity name: Scarab X. Currently in the wind. Minor child’s being evaluated. DEENA Flinch is in our data base as one of the good guys. Worked with Homeland Security on the border-- WALKER Let’s not give him a badge just yet. DEENA Immediate concern, he takes matters into his own hands, goes rogue on urban youths who may be implicated. CROSS What’re we doing to grab this guy up? WALKER Put out an all call. Also trying to connect with Zora and some of the other R.E.’s to give us a hand. DEENA Sent some beat cops over to Flinch’s job. See what shakes loose. CROSS Keep me posted... On another matter. We’re all too aware of the Lake Shore Slasher. Scored his seventeenth victim last night. Not our division. It is our city. So eyes and ears people. Contact the Slasher Task Force with anything you got... Safe day everyone. As the assembly starts to disperse, Detective KUTTER, 20s, dapper, makes an announcement-- KUTTER Couple housekeeping matters-- Disgruntled sighs all around. Kutter is that guy-- KUTTER We gotta deal with enough exotic life forms and so forth. Could all of us not leave food in the refrigerator for more than two days. Also-- Everybody just wants to get out of there. Kutter continues--

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 21. CONTINUED: KUTTER The bulletin board is for work related postings only... No mattresses for sale, washer-dryers- DEENA (aside, sotto) How were you ever partners with that hump? WALKER Lots of Jameson.

INT. POWERS DIVISION - BALCONY - DAY Calista is coloring in a coloring book, visible through a one- way mirror as Strauss briefs Walker and Deena. STRAUSS Calista is presenting a phlegmatic management affect-- DEENA What’s that even mean? STRAUSS Birth mother abandoned her and Flinch for some higher-level entity when she was in kindergarten. WALKER ‘Nother powers groupie. STRAUSS Ephemeral parenting from a semi- present “dad” and a string of girlfriends. Walker looks over at Calista in the Observation Room, now standing at the one-way mirror. She scrawls on the glass with a crayon, inscribing the word: WAFFLES. STRAUSS Still believes in unicorns. But’ll be riding them in all the wrong places when she hits puberty. DEENA Christ... STRAUSS I called over to DCFS. No room in the inn. WALKER So what, a ten year-old girl ends up on the stroll with brain matter on her mary-janes?

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 22. CONTINUED: STRAUSS I got no answers. Rate the social safety net’s being dismantled, that child’s got a better shot moving to Haiti. Strauss goes. Then, fearful this is going to boomerang on her-- DEENA Motherhood, even for a couple days... I would be really, really bad at. WALKER We’ll figure something out. DEENA As long as it doesn’t involve my female aspect.

INT. CROWN VIC - DAY Calista weighs in from the back seat. CALISTA That’s the plan, day care? What happens at night? DEENA You don’t have any family you can stay with? CALISTA My grandma’s a hooker somewhere... If she hasn’t retired and moved to Arizona. Just then Deena and Walker’s phones blow-up simultaneously. DEENA (reads text) “Urgent. Call HQ for deployment instructions.” (looks to Walker, perplexed) What the hell? WALKER Why isn’t this coming from radio dispatch?

INT. CROWN VIC - DAY Deena and Walker roll up hot. Deena’s out the door. Walker turns to Calista. Before he can say anything-- CALISTA Stay here and don’t touch anything. POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 23.

EXT. EMPTY LOT - DAY Walker gets out, trying to make himself heard to a Uni as the train rumbles overhead-- WALKER Keep an eye on the little girl. Crime scene personnel are uncharacteristically on edge. Deena and Walker trade looks. They approach the body, covered with a sheet. A Forensics videographer documents the scene. DEENA What the hell’s so top secret? Somebody whack the pope’s girlfriend? A Uni pulls back the sheet. Walker looks down at the lifeless body of RETRO GIRL, her throat cut ear to ear, eyes wide in death. DEENA Jesus... Retro Girl’s iconic status weighs on the crime scene personnel who go about their work in unaccustomed, almost reverential, silence. Walker just stands there. He’s been to hundreds of crime scenes, none like this. His synapses overload, distorting everything around him. Time oozes into slow motion like a bad fever dream. The L train lumbers to a stop overhead with its signature metallic shriek. But to Walker’s ear it’s a distant, unreal wail, like he’s hearing it from twenty feet underwater. So acute is the psychic trauma, he can barely make sense of what he’s looking at, let alone comprehend the feelings this bloodletting triggers. Finally, instinct and training allow him to launch rote commands, but it’s like someone else is speaking-- WALKER Command Center over there. Lock down the perimeter. No one in or out. Then suddenly a child’s voice stabs through the fog of unreality-- CALISTA (O.C.) People loved her. Walker snaps back into real time. He turns, sees Calista, staring at the bloody remains. Then to Deena-- WALKER Wrangle this. (re Calista) She doesn’t need to see this. Neither does he. He takes Calista by the hand and evacuates her from the grim tableau, putting distance as well between himself and the strange dark feelings of loss and hauntedness. He puts Calista in the car, then--

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 24. CONTINUED: CLOSE ON WALKER Wrestling with emotions he’s never experienced before.

END OF ACT ONE POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 25.

ACT TWO

INT. POWERS DIVISION - THE FLOOR - DAY The CAMERA FINDS Cops gathered around the handful of TV SETS throughout the station watching a PRESS CONFERENCE recorded previously. ON SCREEN Cross, Kutter, and various dignitaries field the media crush. CROSS The investigation into the senseless murder of this American hero is ongoing. Powers Division is collaborating with all law enforcement assets. As more information becomes available you can direct your questions to Detective Kutter. KUTTER Julius Kutter... K-U-T-T-E-R--

INT. POWERS DIVISION - COMMANDER’S OFFICE - DAY Deena’s blood is up, making her case to Commander Cross. Also present is Walker. Cross’s phone RINGS throughout, every line lit up. DEENA You’re handing off the biggest investigation in this department’s history to the refrigerator monitor? CROSS He’s a solid detective who’s good with the media. DEENA Me and Walker should be running this. WALKER Kutter’s in over his head taking lead on something this big. Cross’s intercom BUZZES. He picks up, listens-- CROSS Thanks. (hangs up, then) Beat car found a suspect on the home invasion you’re working. Duct taped to a phone pole in front of the victim’s house. WALKER We’ll get right on it.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 26. CONTINUED: DEENA But let’s finish this discussion-- CROSS You’ve got an unsolved murder, a circumstantial witness gone missing. And a ten-year-old kid nobody knows what to do with... DEENA I’m female... We multi-task... CROSS Kutter’s taking lead. End of conversation. You two have a homicide to close. Deena storms out, pissed. Walker lags. WALKER I’m trying to understand you. This should be my case. Cross regards him a long appraising moment, then-- CROSS I’m sorry for your loss. Which catches Walker totally off guard, then-- WALKER A Level 9 gets her throat cut. Don’t ask me how that’s even possible... But when that girl died, the balance of power... of everything, was blown to hell. CROSS I know. WALKER Shit-heads like Johnny Royalle will be making the rules from now on. And I promise you, civilization as we know it’s gonna get the short end of the stick. CROSS There are the other powers, good and decent-- WALKER Who are feeling very un-immortal right about now. What happened to Retro Girl could happen to any of them, and the whole world knows it. CROSS I’ve reached out to the Powers Council. To see if Zora and the others are willing to backstop this Division.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 27. CONTINUED: WALKER All the more reason I should be running this case. I know this world, the personalities... CROSS You know that world, but you don’t know the first thing about the world you’re living in now, or your place in it. WALKER You lost me. Genuinely concerned-- CROSS How are you doing? Walker deflects-- WALKER Be a whole lot better if you’d let me run with this. Cross just looks at him, not giving an inch. Walker erupts in frustration-- WALKER Whatever it is you think I need to work out, I’ll do it in my own way. Walker slams out of the office. HOLD ON Cross, worried he’s got a time bomb on his hands with this guy.

INT. POWERS DIVISION - THE FLOOR - DAY As a pair of Unis and Deena escort TERRELL, 19, black, toward Interrogation, Docknovich intercepts Walker, aside-- DOCKNOVICH Called my buddy at the M.E.’s. Autopsy starts in an hour. WALKER Good looking out Doc... Walker heads toward Interrogation. Docknovich looks over to his desk where Calista is going through the drawers, having just found an envelope of petty cash. She answers the phone-- CALISTA Powers Division. Calista speaking. Docknovich arrives, takes the phone and the envelope.

INT. POWERS DIVISION - INTERROGATION - DAY Deena goes hard at Terrell. Walker leans against the wall.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 28. CONTINUED: DEENA You and your guys cased the apartment last night. Nine AM this morning, you figured everyone had gone to work. The place was empty-- TERRELL Shorty, I sleep ‘til noon yo. Period point blank. DEENA You broke in. Only there’s Jessica Holt. She saw you. So you killed her. TERRELL Imma man of peace yo. Killing a grey bitch getta nigga dead. Only reason I’m here, some freak set me up. DEENA You were super-glued to that phone pole for no known reason? TERRELL Oh, there’s a reason. Color of my skin, yo. DEENA Your crew’s been working that neighborhood for the last two weeks. TERRELL Me ’n my boys been selling subscriptions to raise scrilla to visit our nation’s capitol... Same ol shit, po-po swarming on black man rising yo. DISSOLVE TO:

INT. MORGUE - DAY CLOSE ON the face of Retro Girl, a perfect serene expression. Present are the Medical Examiner, DR. AIESHA JANNY, Kutter, and two Assistants. Walker enters Observation. AIESHA The body is that of a well-developed, well-nourished, white female. On gross external examination, the manner of death appears to be homicide due to exsanguination from an incised wound across the carotid artery, trachea, and jugular vein... A look of confusion flits across Walker’s face. Walker raises his hand to his cheek, then looks at his finger tips. They’re wet. His confusion deepens. A tear, a normal, even necessary, expression of sadness and grief is a perplexing new experience for Walker.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 29. CONTINUED: AIESHA (CONT’D) The body is cold. Rigor is present, found to an equal degree in all extremities... He puzzles a moment, trying to make sense of how and why this is happening. He feels his cheek again, to ascertain if this was an isolated event or something on-going. AIESHA (CONT’D) Left and right fingernail samples were collected on site, indicating the presence of a melonite, ferritic, nitro-carbonized compound. Presumed to be red paint, pending lab results. A detail that registers with both detectives. Walker looks up. Kutter’s gaze catches his. Kutter heads toward him. Walker quickly brushes his cheek, to wipe away any evidence of... whatever it was. KUTTER You got nothing better to do? WALKER Just trying to support the squad. KUTTER Spare me the hand job. You think I don’t know you were pissing in the Commander’s ear about taking over this investigation? WALKER Your world Detective... Walker turns, goes.

INT. HOTEL - LOBBY - DAY Walker transits the lobby filled with the well-heeled Chicago establishment.

INT. HOTEL - UTILITY CORRIDOR - DAY Walker passes a hospitality table: deli, etc., untouched. A LIMO DRIVER, watches the 24/7 Retro Girl coverage. WALKER Mr. Triphammer’s whereabouts would be..? LIMO DRIVER In there, but he’s busy rehearsing his speech. Walker heads into-- POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 30.

INT. HOTEL - GREEN ROOM - DAY Where TRIPHAMMER, 40s, checks his cell while getting a blow-job from MELROSE. Re: TV in b.g.-- WALKER Sorry to interrupt your grieving process. Triphammer zips. She bolts. TRIPHAMMER Mourning comes in waves. WALKER Giving yourself an award for greatness on Eleven-Thirteen, like you had anything to do with it. Class act. TRIPHAMMER We’re all American heroes. Each in our own way. WALKER (again re: TV) Autopsy turned up red paint under her fingernails. TRIPHAMMER Okay... WALKER I think red paint. I think Triphammer. TRIPHAMMER I think Chinese new year, whore houses, fire engines... WALKER You’re about to get gaffled up on forensics. TRIPHAMMER You know I didn’t do this. WALKER I don’t... But it doesn’t matter. You two were personally involved. TRIPHAMMER Who wasn’t hitting Miss-all-American- freak-trim? Guy who messed up that lady’s head messed it up beautiful... WALKER Powers Division needs to show progress in this news cycle... You look like progress at this moment in time.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 31. CONTINUED: TRIPHAMMER You didn’t come here to be my friend or lunch on the Chicken Jismond. WALKER This investigation plays out, I’ll need information. That doesn’t happen with you in custody.

INT. POWERS DIVISION - MOTOR POOL - DAY Kutter and a phalanx of detectives head for their vehicles. Kutter calls to Detective Kirkman-- KUTTER You’re riding with me rook. Kirkman falls alongside, veers toward the Crown Vic parked in the space marked: KUTTER. KUTTER Not the plain wrap. (by way of explanation) My job requires a media presence, especially this case. I need to roll up smooth... For the cameras. He indicates a tricked out Chrysler C-200. Full black-out package, rolling on dubs. It’s parked off by itself where a mobile detailer does finishing touches. The license plate reads: “PWRS COP”. Kirkman can’t supress an appreciative-- KIRKMAN Sweet... Kutter hands the detailer a twenty. As he and Kirkman get in-- KUTTER Imported from Detroit. Kutter fires up his pride and joy, leads the caravan of police vehicles up the exit ramp.

EXT. STREET - DAY The cars, sirens and cherries, whoosh past CAMERA “Hill Street” style.

INT. HOTEL - BALLROOM - DAY Everyone is on their feet. APPLAUSE. Melrose, the fellatrix seen previously, arrives at the mic-- MELROSE Whilst we gather together today to honor a heroic man, let us now regard a moment of silence for the dead. (MORE) (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 32. CONTINUED: MELROSE (CONT'D) Retro Girl, we shall remember you with a sadness in our hearts that we shall not soon forget. After the world’s shortest beat, a spotlight finds Triphammer emerging from backstage. He bows deeply. FIND Kutter at the back of the hall. He hand signals to various undercover assets positioned throughout the room. They rush the stage, Untouchables-style, as Triphammer takes the podium. The man of the hour registers shocked disbelief as he is taken into custody for questioning. Then, we notice some sort of ELECTRONIC FLICKER in his facial features. Instantly, the face of Triphammer PIXELLATES, then disappears, REVEALING the-- LIMO DRIVER seen previously. Then the CAMERA FINDS-- TRIPHAMMER Who has swapped his duds for some sort of body suit. He watches from the shadows, high above the ballroom. He’s just disabled the device, which has facilitated the identity sleight- of-hand on stage below. He turns, climbs up through a hatch leading to--

EXT. HOTEL - ROOF - DAY FOLLOW Triphammer as he gears up in a back-pack that unfolds, enveloping him in a Ferrari-like-candy-apple-red exoskeleton. He transits the roof, leaps over the side.

EXT. HOTEL - STREET - DAY Triphammer lands feet first on top of a car, crushing its roof. He steps onto the hood, leaving a deep boot-print in the metal, then hops down onto the sidewalk and heads off. Just then, Kutter and the posse of cops race out of the hotel, weapons drawn. In b.g. see an army of news personnel being held back by Unis. Kutter bellows-- KUTTER Freeze. Triphammer stops, slowly turns, raises his visor nonchalantly-- TRIPHAMMER Were you speaking to me? KUTTER Turn around, hands behind your head, on your knees. TRIPHAMMER Simon says suck my dick... Now thank me for your job Detective. ‘Cause that badge would be meaningless without drainer technology. Which I invented.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 33. CONTINUED: KUTTER I’m familiar with your resume. TRIPHAMMER Then you’re aware mankind would be taking orders from every nitwit power in a shitty costume if it wasn’t for me. KUTTER Blowing yourself in a public place is a lewd act. How’s that gonna look on the bio. Kutter enjoys the dig, which annoys the shit out of Triphammer. Triphammer flips his visor down, turns and walks away. Kutter nods to a six man strike squad in riot gear who rush Triphammer from behind, trying to wrestle him to the ground. But Triphammer’s strength, exponentially amplified by the exoskeleton, allows him to shake off his assailants. The cops open fire. The bullets ricochet harmlessly off his suit. Triphammer walks between two police cruisers blocking off Wacker Drive. He reaches under the front bumper of one, lifts it to clear his path. Then gives the voice-command-- TRIPHAMMER Cloak. Which instantly renders him invisible. He flips the black and white upside down. It lands on Kutter’s C-200, which is crushed under the weight. Off Kutter, surveying his wrecked prize as media photographers swarm around him to record the damage.

INT. WALKER’S APARTMENT - LIVING ROOM - NIGHT (NIGHT 2) Sparsely furnished. A couch, some weight lifting gear, a flat screen. Calista calls from the bathroom where she’s brushing her teeth-- CALISTA (O.C.) I like this tooth paste. WALKER (nervous) Good... that’s good. We need to brush our teeth, so toothpaste should be... good... Walker retrieves a shopping bag from the closet, removes a newly purchased pink teddy bear. WALKER What are your favorite animals? CALISTA (O.C.) I pretty much like them all... except bears. (MORE) (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 34. CONTINUED: CALISTA (O.C.) (CONT'D) They grab fish out of the river and rip’em apart and eat them while they’re still alive-- Walker looks down at the little-pink-killing-machine, instantly shoves it into the bag, which goes back in the closet. Emerging from the other room-- CALISTA Bears are completely terrifying. (after a beat) Unless it’s fluffy and pink and in a shopping bag in the closet... You’re not very good at hiding stuff. Walker realizes she’s cased the place and has been completely fucking with him. His cell phone RINGS--

INT. ROOM - INTERCUT A broom sweeps tresses of blonde hair into a neat pile. FLINCH Look, I did a stupid thing, taking off the way I did... PULL BACK TO REVEAL Flinch on a burner cell phone-- As Walker retreats into--

INT. WALKER’S APARTMENT - BEDROOM - INTERCUT He closes the door. WALKER Where are you..? FLINCH But I did you a solid today. Teeing up the punk who killed Jessica for you guys. WALKER Grateful for the help. FLINCH Is Calista okay? WALKER She’s fine. FLINCH I want to come get her. WALKER There’s paperwork. You not being a blood relative and so forth. FLINCH I’m the only family she’s got. (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 35. CONTINUED: WALKER Come by the station tomorrow. We’ll work it out.

INT. WALKER’S APARTMENT - LIVING ROOM - NIGHT Calista stands in front of the flat screen, playing on her cell phone. Then she looks up at-- ON SCREEN-- WE SEE AN EMPTY PODIUM WITH THE SEAL OF THE PRESIDENT OF THE UNITED STATES. TV ANNOUNCER (O.C.) We are live in the East Room. In a few moments the president is expected to make a statement, consoling a grieving nation after the assassination of this true American hero. As Walker re-enters-- CALISTA What did Gustav want? Walker is caught off guard by this uncanny display of intuition, covers, turning off the TV. WALKER Time for you to go to bed. CALISTA Gustav’s not mean or anything... Calista’s cell phone rings. She answers-- CALISTA Hello... No. I’m sorry Jessica’s not here. She’s dead... Okay. Bye. WALKER Is that Jessica’s phone? CALISTA It’s mine now. WALKER It’s evidence now. Hand it over. He snags it, then-- WALKER Take my room. I’ll sleep on the couch. As she takes the pink bear and heads into-- POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 36.

INT. WALKER’S APARTMENT - BEDROOM - NIGHT As Walker makes an awkward attempt at a tuck-in-- CALISTA We’re lucky not having powers... WALKER Yeah... CALISTA My real mom left me and Gustav on accounta that. But he looked after me anyway. Is it okay if I say my prayers? WALKER Sure... of course... sure... CALISTA I don’t really believe in them. But it made my real mom happy... (folds her hands, head bowed) Now I lay me down to sleep-- (looks up at him) I won’t stay here long... WALKER Finish saying your prayers. CALISTA I pray the Lord my soul to keep. And if I die before I wake. I pray the Lord my soul to take....

INT. MORGUE - NIGHT- INTERCUT CALISTA (V.O.) ... And should I live for other days, I pray that God will guide my ways. The doors bang open. An M.E.’s Assistant enters carrying a Stryker saw with a large bone blade, heavy duty, the kind used for knees and hip replacement. As the M.E., Dr. Aiesha Janny, speaks on the record into the microphone, the CAMERA FINDS Kutter, now in a surgical gown and cap over his street clothes. The CAMERA also finds a VIDEOGRAPHER documenting what has turned into an extraordinary proceeding. AIESHA The dermis of the Level Nine remains impervious to incision by conventional surgical means. KUTTER Then how the hell did she get her throat cut?

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 37. CONTINUED: The M.E. just looks at him. She’s out of answers. She takes the saw, the Assistant plugs the heavy duty cord into an electrical outlet. Kutter looks at the DIGITAL WALL CLOCK as it clicks over to: 2:17 AM.

INT. WALKER’S APARTMENT - LIVING ROOM - NIGHT Walker enters, sits on the couch. Walker’s on the couch, scrolls through the last numbers dialed, makes a mental note. On the TV in b.g. the unrelenting coverage of THE RETRO GIRL ASSASSINATION continues.

RESUME MORGUE - INTERCUT The M.E. fires up the bone saw, presses it against the line of a ‘Y’ inscribed with magic marker on Retro Girl’s chest and abdomen that outlines a typical autopsy cut pattern. As she bears down, a rooster tail of sparks shoots up. The blade shrieks. Perspiration beads on the M.E.’s forehead. No one can believe what they are seeing as the saw motor begins to smoke and the SAW BREAKS. KUTTER (mutters disbelief) Christ...

RESUME WALKER - INTERCUT Walker looks up as a camera crew catches up with Kutter and his team-- REPORTER(ON SCREEN) Detective, is Triphammer a person of interest in the Retro Girl Case? (no response) Why’s he wanted for questioning-- A piercing SHRIEK comes from the bedroom; Walker leaps to his feet. He looks at the clock. 2:17 A.M. As he races into--

INT. WALKER’S APARTMENT - BEDROOM - NIGHT Calista is sitting bolt-upright on the bed, screaming-- CALISTA Stop it... stop it... oh god. She is clutching the middle of her chest. Walker rushes to her-- WALKER It’s all right. I’m here...

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 38. CONTINUED: He rouses her from her terror. She just looks at him, disconnected and disoriented, like she doesn’t know who or where she is. WALKER Just having a bad dream... She leans against him and immediately lapses into a deep sleep. Walker sits there a long moment just looking at her, realizing the depths of his responsibility to this child.

INT. WALKERS APARTMENT - BEDROOM Calista asleep in the bed. Walker asleep in a chair.

INT. MORGUE - INTERCUT - NIGHT AIESHA On visual examination the subject’s skin appears to be that of a normal human with a tensile strength of approximately fifteen MPA, however this tissue exhibits properties akin to high density steel alloy. KUTTER My question stands. How could that happen? He points to Retro Girl’s throat. AIESHA I don’t know... And with that the M.E. lights an acetylene torch. ANGLE On the DIGITAL CLOCK which reads: 2:43 AM.

RESUME WALKER - INTERCUT ANGLE CLOSE ON Walker asleep as the light from orange flame flickers across his face.

RESUME MORGUE - INTERCUT As the acetylene torch moves along the ‘Y’ inscribed on Retro Girl’s body... apparently without effect.

RESUME WALKER - INTERCUT Walker jolts awake. BLUE-WHITE, ACETYLENE FLAME cuts across the ceiling and down the wall, inscribing a “Y” pattern. He gets up, scoops Calista into his arms. She rouses, and just as she opens her eyes, the FLAMES INSTANTLY VANISH.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 39. CONTINUED: Walker looks around in bewilderment. The room is as it was, untouched by what can only have been a bizarre apparition. Calista mumbles-- CALISTA Fire... fire was cutting me in half. Words of reassurance desert him as he carries her into--

INT. WALKER’S APARTMENT - LIVING ROOM - NIGHT Walker lays the child onto the couch. He looks over to-- The clock which reads-- 2:43 A.M. He settles onto the floor next to the couch. Sleep will not find him again this night.

END OF ACT TWO POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 40.

ACT THREE

INT. BOTANICA - DAY The proprietor is a Mexican woman, 40s, GRISELDA. As Walker and Deena enter, the store’s phone rings. Walker badges her, shows a picture of Jessica Holt. WALKER Do you know this woman? GRISELDA No hablo ingles. Lo siento. DEENA No problema. Sabe usted esta mujer? GRISELDA No senora. Nunca he visto. DEENA (translating) Never seen her. WALKER Tell her the number of this place was the last call Jessica made before she was murdered. (his attention diverted) No habla ingles? Why isn’t she watching Univision He indicates a TV behind the counter, where the news coverage of Retro Girl is being broadcast in English. Deena notes the business license on the wall, then-- DEENA How hard do you want to make this on yourself... Mrs. O’Connor? GRISELDA My late husband’s name. DEENA What was the call about? GRISELDA To make an appointment. DEENA For what? WALKER How about I take you and your Ouija board into custody. GRISELDA You come into this place with all these pinche questions. You don’t know the powers you’re messing with. This is Chango’s house.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 41. CONTINUED: WALKER (laughs) One more curse to add to my collection... Digame. GRISELDA (crosses herself) She was having trouble at home. Jessica thought the husband was cheating. DEENA How did that involve you? GRISELDA I sold her cleo oil to keep him faithful. It didn’t work so we were taking it to the next level. WALKER Being..? GRISELDA The Pomba Gira Last-Chance-Spell. (off their looks) She’d bring me a lock of her hair, twice a week at noon. To burn with incense over the name of the other woman. Make her go away. Griselda crosses to an incense burner. She lifts the sensor, retrieves a small piece of paper. She hands it to Deena. DEENA (reads) Fiona Moss... What do you know about her? GRISELDA Just that she ain’t gonna be sleeping with the husband no more.

INT. POWERS DIVISION - THE FLOOR - DAY Kutter makes his case to Cross who is on the move throughout. CROSS Talk to me about Triphammer? KUTTER You can thank Walker for diming that skid mark. (off Cross’ look askance) One of the security guys at the hotel- -used to be on the job--spotted him in the lobby. As they head into-- POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 42.

INT. POWERS DIVISION - COMMANDER’S OFFICE - DAY CROSS What would Walker accomplish helping Triphammer? KUTTER Besides busting my stundeens... Walker’s on the take. CROSS The detective with the best closure rate in the division? KUTTER Bad guys throw him a bone from time to time. Give him low level offenders. Keep his jacket looking good. Buys the shot callers an inside source and protection. CROSS Unless you’re willing to go in front of a grand jury with credible evidence-- KUTTER I rode with the prick for two years... Walker is a fog bank of bad shit. You can see it all around you. But you can’t quite put your finger on it. CROSS You’re running this case for a reason. Don’t make me change my mind because you’re chasing ghosts. Cross looks out the window at the ever-expanding media circus.

EXT. POWERS DIVISION - DAY The Crown Vic pulls up. Walker and Deena get out. Walker * spots Docknovich at the lunch truck, calls-- * WALKER * Doc-- * (then to Deena) * Listen, I gotta take care of something. DEENA I’ll run Fiona Moss through the database, see what gives. Walker crosses to Docknovich. * WALKER * Need you to run an errand with me. *

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 43. CONTINUED: DOCKNOVICH * Sure. * He follows Walker back toward the Crown Vic. *

INT. CITY JAIL - VISITOR’S ROOM - DAY Puppet, one of the Pain Posse seen previously, is led in by a Sheriff’s Deputy. He sags when he sees Docknovich through the * plexi-glass sitting opposite. As he slumps into his chair-- * PUPPET I got nothing to say. DOCKNOVICH * The undercover cop you fed neuro to the other night-- PUPPET Dude lost his shit for real for a hot * minute. * Puppet enjoys the recollection. * DOCKNOVICH * His funeral’s in the morning. Right around the time you’re being arraigned for the murder.

INT. CITY JAIL - OBSERVATION ROOM - DAY - INTERCUT * Walker watches the exchange on a monitor. Puppet scoffs-- * PUPPET * I ain’t some buster. Dude was * walking talking just fine when I seen * him. * DOCKNOVICH * He was on seizure meds for epilepsy. * Mix neuro with that shit--he stroked * out in his sleep. * PUPPET * Bullshit... * DOCKNOVICH * Fiance found him. They were gonna go * pick out rings... You gotta girl * homie? ‘Cause some other dude’s * gonna be sleeping on your side of the * bed when you go away. * PUPPET I didn’t murder nobody. DOCKNOVICH * You’re an accessory... Fast talking lawyer might get you out from under the death penalty. (MORE) (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 44. CONTINUED: DOCKNOVICH (CONT'D) But you’ll be shitting with an audience the rest of your life... * PUPPET Wasn’t my idea to make him take that shit. DOCKNOVICH * Work with me, maybe I can get you some rhythm with the judge. Puppet considers. DOCKNOVICH * If Johnny Royalle wanted some get back on Retro Girl for bringing his name into this, who would he use? PUPPET I snitch, I’m dead. DOCKNOVICH * Ever wanna see the sky again? Puppet does the math, then-- PUPPET You wanna talk to Bouncer... If Johnny had ole girl greenlit, Bouncer’s the dude farmed out the hit. Walker absorbs the information. His cell phone rings-- *

INT. POWERS DIVISION - THE FLOOR - DAY - INTERCUT Deena at her desk. DEENA Tracked down Fiona Moss. On a slab in the morgue. A Jane Doe. Seventeenth victim of the Lakeshore killer. WALKER Meet you over at Homicide. DEENA Spoke to the copper running the task force. Knows my uncle from the job. He’s expecting us. She hangs up, heads out.

INT. HOMICIDE - DAY VOICE (O.C.) Well organized crime scenes, victims displayed in similar positions--

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 45. CONTINUED: PAN ACROSS a row of grisly crime scene PHOTOGRAPHS on a bulletin board labelled “Lake Shore Slasher Task Force”. REVEAL Detective ARTHUR POLSON, old school, who continues to Deena and Walker-- POLSON Articles of their clothing draped over their faces-- DEENA (infers) He’s ashamed... POLSON Seventeen reasons to be. With Fiona Moss being the latest victim. You don’t want to know what he did to her. DEENA Sick shit-bag... WALKER Think Flinch fits into this? POLSON A Level 3 R.E.? No way. We’re looking for a loner, late-forties, drives a rent-a-wreck blue van-- (picks up the phone, then) Do I gotta put out an Amber Alert on that turkey and tomato. I’m dying in here... DEENA Flinch was going out the back door on his girlfriend, now deceased, with her. (indicates a photo of Moss) Does that not give you a twitch? POLSON Seventeen young ladies, there’s a world of male behavior in that mix. Your guy doesn’t fit the profile. Not even close. Sure like to talk to him though. Any background we can get on the Moss woman’s a help. I won’t lie. We’re coming up empty. A Receptionist arrives with the long awaited take-out. POLSON And this shit-head’s on a kill clock. He sticks to pattern, we’ll be putting another picture on that board by nine tonight. WALKER Where does he make the grabs? POLSON Welcome to my colitis.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 46. CONTINUED: As he dives into his lunch, he indicates a flat screen with a grid of Chicago, crime scenes marked with red dots in no discernible pattern. POLSON Guy’s working all over the map. Walker studies the screen. WALKER Can we get a copy of this, run it by our R.E’s? POLSON No can do. Eyes only. Feds’ll feed my gonads to the chickens otherwise. I’ll say this about the whole Retro Girl thing, may she rest-in-peace, knocked Lake Shore off the lead story, for a couple news cycles anyway. (proffering the other half of his sandwich--) Eyes bigger than my stomach... Anyone? Walker shoots her a look. She picks up the cue, helps herself to the sandwich, takes a big bite. Then with her mouth full-- DEENA My Uncle Sal says hello by the way... Walker uses the distraction to click a photo of the map unnoticed with his cell.

INT. POWERS DIVISION - VENDING MACHINES - DAY Present are Commander Cross, Walker, and Deena, mid- conversation-- DEENA Flinch doesn’t fit their profile. CROSS But you like him for killing Jessica Holt. WALKER We do. DEENA Theory being Jessica caught Flinch cheating with this other woman. WALKER Mayhem ensued. CROSS Then we should cut the black kid loose.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 47. CONTINUED: WALKER Rather we didn’t. Make Flinch believe we’ve got our bad guy... DEENA We should also pull the all-call on Flinch, make him feel safe. CROSS We don’t charge Terrell, we gotta release him. DEENA What if his paperwork got lost... CROSS (considers, then) I’ll put him on the tour. In case his mouthpiece shows up. Walker and Deena are pleased, head off. CROSS Walker-- Walker hangs back. CROSS I understand you were at the Hilton yesterday. WALKER Yeah... I like those old urinals with the ice. CROSS Some people could draw other conclusions. WALKER (shifting gears) Streets are saying Johnny Royalle had a piece of the Retro Girl assassination. CROSS Stay away from it Walker.

EXT. CITY HALL - DAY Bucket drummers and street vendors in evidence. Walker checks his watch.

INT. CROWN VIC - INTERCUT DEENA (keys mic) Flinch shoulda been here by now.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 48. CONTINUED: WALKER He’s here. (looks around) But he’s watching from the sidelines, dicking us around... Let’s call it. Walker gestures “cut” across his throat to deployed undercover ASSETS, including Docknovich in plain clothes. WALKER I’m gonna swing by day care... DEENA I gotta say I’m surprised, you letting this kid inside your coconut-- WALKER We wanna get to Flinch. Calista’s the key.

INT. APARTMENT BUILDING - HALLWAY - DAY Walker pounds on the door. No answer. He bangs again. Then-- WALKER Police... Open up. Finally the door opens a crack. A black woman, POUNDCAKE, peers out through a cloud of kush. WALKER I need a word with Bouncer. POUNDCAKE Ain’t no Bouncer stay here. A COMMOTION erupts inside. Walker pushes past her--

INT. BOUNCER’S APARTMENT - DAY Walker sees BOUNCER clambering out a window. Walker gives chase out onto--

EXT. FIRE ESCAPE/ ALLEY - DAY The two men drop to the ground, take off running. Walker catches Bouncer as he tries to scale a fence. BOUNCER I ain’t do nothing man... Walker frisks him, harvests a gat from Bouncer’s waist band. WALKER Use this to “ain’t do nothing?”

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 49. CONTINUED: BOUNCER I know my Second Amendment rights, One-time. WALKER And I know you been moving boost. And Johnny Royalle gets a piece. Narcotics can swarm you on that shit. We need to talk about Retro Girl. BOUNCER Heard skeezer got herself kacked... (smirks) Made my day. This pushes Walker’s buttons. He punches him in the face. WALKER Royalle order the hit? BOUNCER Don’t know. Don’t care... Walker smashes his fist into Bouncer’s cheek. WALKER That happens every time you don’t give me information. What part of your face do I break next? BOUNCER Dunno nothin bout no hit. No Johnny Royalle. None a that whitey shit. Walker slams his fist into Bouncer’s face. BOUNCER Dunno who did the deed. (takes another punch, defiant) But she got what she deserved. Power- breezy dead for good now. Same as everybody. Walker explodes in an ungoverned fury. He drops his knee across Bouncer’s trachea. Bouncer can’t breath. Poundcake screams from the fire escape. POUNDCAKE Stop it... stop it... But Walker doesn’t hear her. He’s in another world. He squeezes the life out of Bouncer, who loses consciousness as blood foams from his mouth. POUNDCAKE ...You’re killing him-- Walker is lost to a side of himself we’ve never seen before. We’re scared of him... And for him. Poundcake arrives, tries to pull him off. Then finally, Walker snaps back into real time, gets his bearings, takes his knee off the man’s throat. Bouncer gasps. Walker staggers to his feet, stumbles back towards his car. POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 50.

INT. POWERS DIVISION - MENS ROOM - DAY Walker stands at the sink holding his swollen fist under cold water, which runs red from a gash. He inspects the wound. Takes a paper towel, wraps his hand, exits into--

INT. POWERS DIVISION - THE FLOOR - DAY Walker encounters Deena. She notices his hand-- DEENA Jesus, Walker. What happened? No answer. Docknovich approaches, to Walker-- DOCKNOVICH You got a call from day care... WALKER (registers alarm) What’s wrong? DEENA Weren’t you just there-- DOCKNOVICH Supervisor’s rotated on accounta Calista using foul language. Called some other kid a “dirt chute”... Deena can’t meet anyone’s gaze. As her eyes find the floor-- DOCKNOVICH Said this will be her last day inasmuch as she’s not invited back. VOICE (O.C.) Where the hell is Christian Walker... REVEAL JOHNNY ROYALLE Who emerges through a wall. Everything is propelled out of his way by telekinesis. ROYALLE And what is the name Johnny Royalle doing in that cocksucker’s mouth? Everyone looks up at the commotion. Walker steps forward-- WALKER Hello Johnny... ROYALLE Your life just took a turn for the worse.

END OF ACT III POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 51.

ACT IV

INT. POWERS DIVISION - THE FLOOR - DAY Walker approaches the rabid dog that is Johnny Royalle-- WALKER How about we take this conversation outside. ROYALLE You lay hands on one of my ass- monkeys who doesn’t chew his food without my say-so..? DEENA (sotto to a Uni) Drainer tazers on my signal. Deena slips off unnoticed to choreograph the take-down. ROYALLE So, about Retro Girl... I hear you been sniffing around after her... WALKER I hear you had reason to kill her. Kutter, outraged, can’t abide this turf violation-- KUTTER I’m the lead detective on this goddamn case-- Royalle just glances at him. Instantly, Kutter is slammed backwards into a wall, hard. He slumps to the floor. ROYALLE That whore bag may be a hero to most, but she didn’t mean shit to me... If I killed her, I’d be standing here with her head on a pike. In b.g. Deena orchestrates the move with hand signals. ROYALLE Whoever deprived me of that opportunity. I will find them. And feed them to the pigs. Oink, oink. And with that DRAINER TAZERS are deployed. But Royalle has already VAPORIZED and is gone. Cross turns, heads for his office. Then, over his shoulder-- CROSS Walker. Walker follows, passing Kutter who shoots him a fierce look. Walker heads into Cross’ office, closes the door behind him.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 52. CONTINUED: Kutter crosses to Deena, hisses-- KUTTER I was smart enough to cut that asshole loose. You don’t do the same, you go down with your partner.

INT. POWERS DIVISION - COMMANDER’S OFFICE - DAY Walker enters under a righteous head of steam, best defense being offense-- WALKER While Kutter was interviewing publicists, I called out the shithead responsible for this murder. Cross turns from the window. CROSS Mighty fine police work landing that mess in our house. WALKER It’s not like Royalle was gonna do deeds on cops. That would be bad for business. CROSS The only reason Royalle didn’t rack up a body count just now is because I got Zora and the others to put him on notice. He uses violence against us, he better go to the mattresses. Because the entire Powers Council will come after him. This development is news to Walker, catches him off guard. Cross continues-- CROSS I tried to loop you in. But you were off throwing a temper tantrum on some schlub... Landed him in ICU with a brain hemorrhage and a busted jaw. Walker’s been called out, an attempt at context-- WALKER He works for Royalle and knows who the killer is. CROSS Yeah, and any evidence to that effect is inadmissible on accounta you losing your shit. Trying to make Walker understand--

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 53. CONTINUED: CROSS You’re not one of them anymore Walker. Your powers are gone. You need to come to terms with that. WALKER I’m doing what needs to be done. CROSS You don’t know what you’re doing. You’re out of control. The accusation stings. Cross continues-- CROSS Fear, grief, anger, arrogance. The whole filthy jackpot of emotions has got you on the ropes, swinging blind. What you are not getting, or refusing to accept, is this is where you live now, along with the rest of the human race. Deal with it. There’s nothing more to be said. Cross goes. Off Walker, forced to take stock of the tumult he’s generating around him.

EXT. POWERS DIVISION - MOTOR POOL - DAY Walker is getting into his car when Deena catches him-- DEENA I could give you the whole indignant: you’re-not-being-straight-with-your- partner rigamarole. Or you could tell me what kinda jackpot you’re in. WALKER I was working a lead. DEENA On Kutter’s case? Blow me. You want him to crash-and-burn as much as I do... I come from cops, four generations. I know how it works. Sick Aunt Bertha needs an operation, losing streak with the bookie. You do what you gotta do-- WALKER C’mon... DEENA You’re running errands for somebody, I judge not. I just don’t wanna step in shit. WALKER Like I said... Deena knows he’s not giving her anything, nods.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 54. CONTINUED: DEENA You wanna get real, holla. She turns, goes.

INT. WALKER’S APARTMENT - DINING ROOM - NIGHT (NIGHT 3) Walker lies on the weight-bench doing presses. Calista sits at the dining room table, drawing. WALKER You really can’t go around using that kinda language-- CALISTA Deena does. WALKER Yeah well, she shouldn’t. It’s not an attractive quality in a person. CALISTA Whatever... Why do you do that? Referencing the weights, as he begins his next set, strains-- WALKER Stay in shape. CALISTA You’re gonna get old and fat anyway. WALKER Postpones things. He gets up, crosses to the dining room table, snags a water. CALISTA Wanna see my drawings? As she gets up, approaches with a stack of drawings, Walker clicks off the Retro Girl slide show on his computer to reveal the image behind it: the crime-scene map scammed earlier from the Lake Shore Task Force. Calista plunks the drawings down in front of him. Then, one by one-- CALISTA This is my hand. This is the mean lady at day care who got really mad and called you. This... CLOSE ON a scarab-like drawing-- Walker picks it up, looks at it. Then looks at the map on the computer screen from the task force. CALISTA (continues) This is the pink bear... POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 55.

INT. POWERS DIVISION - THE FLOOR - NIGHT Walker races over to Docknovich’s desk, Calista in tow. Amped up, he deposits her to Docknovich-- WALKER Calista wants to help with baby names. Walker crosses to Deena, shoves the Lake Shore crime scene map in front of her-- WALKER Calista drew this. These are the locations where Lake Shore’s dumped the bodies of his victims. Connect the dots you get this-- Walker demonstrates with Calista’s drawing. WALKER Our first serial killer with powers... DEENA Scarab X... WALKER Means we got forty-five minutes to stop him from dropping number eighteen. Walker points to the scarab’s antennae, which cross at a single point on a street grid of Chicago.

INT. POWERS DIVISION - ROLL CALL ROOM - NIGHT Urgency, as men and material assemble. Also present among the group is Detective Fynn. Deena enters-- * DEENA We may have an address-- The Scarab’s antennae form an X at 1298 Chapel. Cross takes the map, studies it a moment, then-- CROSS Alright. It’s worth a shot. POLSON We’ll set up a ten block perimeter. Call for air support, given the suspect’s upward mobility. Homicide will take it from here. CROSS (simply) This is our jurisdiction now.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 56. CONTINUED: POLSON There’s plenty of credit to go around here. And I’ll make sure you get lots of face time at the press conference. This is so not where Cross is coming from. He musters patience. CROSS You’re not dealing with some garden variety serial killer. This one has powers. POLSON Just another sicko far as I’m concerned. CROSS Your people don’t have the training or technology to handle a Level 3. Not without putting themselves at risk. POLSON Now I get why they haven’t shut this rat shit unit down. You spin it like you’re the Navy friggin’ Seals. CROSS (to a Uni) Escort the detective out. He resists, take him into custody for interfering with a Powers investigation. Polson realizes he’s not going to win this one, blows out of the room passing Walker entering. Kutter intercepts Cross. KUTTER When you get a minute. There’s a copy of the Retro Girl autopsy on your desk. Sent out for special equipment. Went til four A.M... I gotta tellya it got pretty goddamn weird. Walker’s made it his business to have overheard the foregoing. He heads for--

INT. POWERS DIVISION - COMMANDER’S OFFICE - INTERCUT Walker slips into the room unnoticed. He crosses to the desk, puts the DVD in the player. SEE the autopsy footage of Retro Girl, TIME CODE displayed across the bottom of the screen. AIESHA (ON SCREEN) ...exsanguination from an incised wound-- (MORE) (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 57. CONTINUED: AIESHA (ON SCREEN) (CONT'D) (fast forward) Rigor is present-- FAST FORWARD. The scalpel blade snaps. Walker has a hard time watching. But he can’t look away. No matter how pressing the Flinch case, Walker has a hunch. AIESHA (ON SCREEN) The epidermis while unremarkable in appearance is resistant to incision--

INT. POWERS DIVISION - OBSERVATION ROOM - INTERCUT Crashed out under a blanket, Calista stirs from a cat nap due to all the commotion downstairs.

INT. POWERS DIVISION - BALCONY - INTERCUT She looks down groggily at the flurry of activity as cops exit the Locker Room. She wanders downstairs to investigate catching snippets of conversation re: Lake Shore and what’s about to go down. Then something catches her eye: Walker’s drawing of Scarab X taped over the computer data terminal. She heads over to look at it.

INT. POWERS DIVISION - COMMANDER’S OFFICE - INTERCUT ON SCREEN The Medical Examiner, presses a Stryker saw into Retro Girl’s sternum. There is a SHRIEK of steel against bone sending a rooster tail of sparks. Walker hits the mute button as the saw’s motor burns out. The TIME CODE reads: 2:17 A.M. STROBE FLASH Calista bolts upright on the couch, SCREAMING. The CLOCK reads: 2:17 A.M.

INT. POWERS DIVISION - THE FLOOR - INTERCUT At the computer monitor, Calista sees Scarab X’s crossed antennae overlaid on the Chicago street grid. An address is written on a yellow post-it note-- 1298 Chapel Calista processes all the information: Flinch’s powers symbol, the Lake Shore Slasher, the address, the andrenalized activity around her. Her thoughts assemble with troubled emotion. Calista crosses to Docknovich’s desk, harvests the envelope of petty cash, heads for the door. POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 58.

INT. POWERS DIVISION - COMMANDER’S OFFICE - INTERCUT ON SCREEN The Medical Examiner now uses an acetylene torch to cleave Retro Girl’s chest. The TIME CODE reads: 2:43 A.M. Walker is riveted by what he’s seeing. STROBE FLASHBACK Lines of blue-white, acetylene flame cut across the ceiling and down the wall of Walker’s bedroom, inscribing a “Y” pattern, the type of cut used across the chest and down the sternum in an autopsy. The CLOCK reads: 2:43 A.M. All Walker can think about is Calista’s screaming the night before. He ejects the DVD, puts it back on the desk, races out--

INT. POWERS DIVISION - THE FLOOR - NIGHT Walker finds Docknovich-- WALKER Where’s Calista?

INT. CAB - NIGHT A police car pulls into position blocking the street up ahead, lights flashing. The COP gets out, waves off the approaching cab. We see Calista in the back. CABBY Looks like this is as far as we go. CABBY turns to Calista in the backseat but she’s gone. A wad of cash in the plexi-payment-tray. The Cop walks over to the driver’s side-- COP Hey buddy I said back it up. Behind him, Calista slips under the yellow tape, keeps moving...

INT. CROWN VIC - MOVING - NIGHT TIRES SCREECH as they round a corner. Walker at the wheel, Deena shotgun. DEENA She probably went to the Seven-Eleven to buy bubble gum or some shit.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 59. CONTINUED: WALKER She’s with Flinch. They take another hard corner below the L.

EXT. WAREHOUSE - INTERCUT Calista wriggles through an opening in the padlocked fence just big enough to accommodate her tiny frame.

INT. WAREHOUSE - INTERCUT Dark, silent. Calista enters--

EXT. WAREHOUSE - INTERCUT Police arrive. Swarm the area. Efficient, silent, jaw-mic- radios. SWAT, BLACK-&-WHITES, PLAIN WRAPS, SNIPERS, a DRAINER VAN.

INT. WAREHOUSE - UPPER LEVEL ROOM - INTERCUT Drawn by the SOUND of television, Calista enters a room meant for squatting. A beat-to-shit refrigerator, stained cot, etc. She hears something behind her, turns, startled-- CALISTA Gustav..? As Flinch enters.

EXT. WAREHOUSE - INTERCUT The Crown-Vic pulls up. Walker and Deena get out. She goes to the trunk, gears up. Walker transits to Cross, who issues commands-- CROSS Flash-bangs and tear-gas on my command. WALKER I think the kid’s in there. CROSS Christ... (barks at a uni) Get a hostage negotiation unit out here. WALKER I know this guy. I can get through to him.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 60. CONTINUED: CROSS (ignores him, continues) I need an ETA on how soon that team can be here. Now! Walker storms off, heads over to the Drainer Van, to a Tech-- WALKER Drainer rounds and a set of cuffs. The Tech hands him a clip, then opens a charger case, pulls out a pair of DRAINER CUFFS. Walker takes them, heads toward the warehouse. Cross spots him as he passes the police perimeter. Cross shouts-- CROSS Walker... You will stand down. That’s an order. But Walker keeps going--

INT. WAREHOUSE - UPPER LEVEL ROOM - INTERCUT Calista and Flinch. CALISTA Is it true? About all those women? FLINCH It’s getting late and you’ve got school tomorrow. CALISTA I asked you a question. FLINCH Whatever you’ve been hearing is a load of nonsense. Let’s go home. CALISTA Why would you do this? FLINCH You wouldn’t understand... CALISTA Then make me understand. FLINCH You didn’t deserve this any more than I did. Your mother left you. Left us. She deserves to rot in hell for that. Walker approaches out of the darkness, weapon drawn-- WALKER You had to find someone to pay for your humiliation. And seventeen women did... Eighteen being Jessica.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 61. CONTINUED: CALISTA (accuses Flinch) Jessica didn’t leave. WALKER She wasn’t like the rest, was she Gustav? She just got in the way... Calista, step aside.

EXT. WAREHOUSE ADJACENT - ROOFTOP - INTERCUT A Sniper Team deploys.

INT. WAREHOUSE - UPPER LEVEL ROOM - INTERCUT FLINCH When your mother left, I took care of you. The little girl is caught in the middle of a stand off between these two men. WALKER World’s greatest dad, that was your camouflage. This pushes all Flinch’s buttons, he reacts hotly, bellows to Calista-- FLINCH I did right by you. Infuriated, Flinch begins to transform as before. His features thicken, taking on an insect-like quality. Calista knows where this is headed, takes cover behind Walker who shoves her toward the door. WALKER Go... Calista races out of the room as Flinch continues to morph into Scarab X.

EXT. WAREHOUSE - INTERCUT Calista races outside into the blinding mercury vapor flare of police floodlights.

INT. WAREHOUSE - LOWER LEVEL - INTERCUT Deena and SWAT move across the floor, weapons at the low ready as they clear the area. They head toward a room. Deena pulls up short, sickened by what she sees: A BLONDE WOMAN in a four point tie-down. Deena enters the room, takes in the horror that has been visited on this poor soul. Her breasts are drenched in blood. Tufts of blonde hair, ripped from her scalp with pliers, are arranged into a neat pile, bits of skin and flesh still attached. (CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 62. CONTINUED: A pair of poultry sheers lie on the table next to a row of severed fingers. Deena looks into the Woman’s eyes-- BLONDE WOMAN Make it stop... Deena hangs there a long moment as members of the SWAT team freeing the woman. Then Deena bolts from the room, doubles over, and vomits.

INT. WAREHOUSE - UPPER LEVEL ROOM - INTERCUT FLINCH You are nothing. I have powers. Suddenly, Flinch leaps/ flies across the room toward Walker, who squeezes off a couple of drainer rounds. The bullets don’t penetrate, but the force of impact is enough to send Flinch to the floor.

INT. WAREHOUSE - LOWER LEVEL ROOM - INTERCUT Deena steadies herself, looks up at the SOUND of SHOTS FIRED, heads off.

INT. WAREHOUSE - UPPER LEVEL ROOM - INTERCUT Walker sets on Flinch, wrestles a DRAINER CUFF onto his left wrist. WALKER You had powers... Instantly, that side of Flinch’s body goes limp, his bones, etc., become fluoroscopically visible through his skin. But Flinch musters a surge of energy on his right side and throws Walker across the room into the far wall. Flinch stands, one wing extends on his good right side, his elytra igniting.

EXT. WAREHOUSE ADJACENT - ROOFTOP - INTERCUT NIGHT VISION SCOPE POV As cross hairs find Flinch-- SNIPER I got a shot. Just as the Sniper squeezes the trigger. The flare from the elytra blows out the night vision scope. POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 63.

INT. WAREHOUSE - UPPER LEVEL ROOM - INTERCUT The windows EXPLODE, but the round misses Flinch. Walker rebounds, tackling Flinch as broken glass rains down around them. A shard slices Walker’s shoulder. As Flinch hits the ground, the flame from the elytra is extinguished. Then through sheer force of will, Walker forces the other manacle around Flinch’s wrist and snaps it shut. Flinch immediately slumps, completely inert from the effects of the drainer cuffs. Just then Deena enters the room, weapon drawn. It’s over. Walker catches his breath, gets to his feet, holding his arm. DEENA You okay? WALKER Calista? DEENA I dunno. Walker heads off to find her. DEENA Stands over Flinch. He’s completely disabled by Drainer cuffs. He looks up at her, manages an infirm smirk-- FLINCH You have nice hair... But you don’t deserve it. None of you do. After a beat, Deena squeezes off a round into his face.

INT. WAREHOUSE - UPPER LEVEL STAIRWELL - INTERCUT Walker HEARS the SHARP REPORT of a weapon.

INT. WAREHOUSE - UPPER LEVEL ROOM - INTERCUT Walker re-enters the room. He looks down at Flinch, whose face has been obliterated, then up to Deena. She meets his gaze. There’s a wild look in her eyes. A ferocity’s taken over, having somehow slipped the bonds of reason. Walker recognizes the look. He seen it in the mirror after beating the shit out of Bouncer. He understands where she is right now. Walker crosses to Flinch’s body. As he kneels to remove one of the drainer manacles-- WALKER He was never under total drainer control. Protocol dictated the use of deadly force. You didn’t have a choice. POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 64.

EXT. WAREHOUSE - NIGHT Deena dodges a couple unis offering high-fives, approaches Cross-- CROSS I don’t want you talking to anybody. Get a hold of a FOP rep. I’ll give your weapon to the crime lab. As she hands it over-- CROSS You’ll be okay.

INT. WAREHOUSE - STAIRWELL - NIGHT Walker heads out. In b.g. a flurry of crime scene personnel do their thing. He encounters Cross emerging from the stairwell. WALKER How’s Calista? CROSS She’s fine. Child services is gonna take her by the hospital to get checked out. Then after a beat-- CROSS You did some good here tonight. WALKER I got lucky. Then, after a beat-- WALKER Bouncer was a mistake. Then, finding his way through an unaccustomed vocabulary, he continues-- WALKER Emotion blurred my judgement. Cross considers the self-examination required of Walker to get here. WALKER I have a place to sleep and a job to go to on accounta you. That’s supposed to buy me a reason to put one foot in front of the other every day. Only it doesn’t. CROSS Can only find meaning navigating the insanity in here.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 65. CONTINUED: Cross taps his heart. After a beat-- WALKER I have to understand what happened to her. How she died. And why. CROSS I can’t put you on the case. Walker understands, then-- WALKER While I’m out there turning over rocks, I’ll make sure Kutter gets his share of wins. As Walker heads toward the stairwell, Cross calls after him-- * CROSS Good luck. Off Cross, watching him descend.

EXT. WAREHOUSE - NIGHT Walker exits the building where he’s intercepted by Docknovich. Aside-- DOCKNOVICH Kutter got Retro Girl’s government name. They’re working on an address. Walker absorbs this. Considers the implications of this information a beat, then-- WALKER Thanks Doc. As he heads off, he spots Calista with a Social Worker who’s filling out paperwork. Calista sees Walker, flies to him. Then seeing the blood she registers alarm-- WALKER I’m fine. CALISTA Gustav... WALKER He’s dead. Calista absorbs this. She’s alone in the world now. CALISTA I don’t wanna go to foster care. I want to stay with you. WALKER I’m not qualified. There’re guidelines--

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 66. CONTINUED: CALISTA You don’t kill people which makes you a lot more qualified than Gustav. WALKER This is a better situation for now. Until we figure things out. Calista throws her arms around Walker as if to make time stand still. Walker gives himself over to this foray into human connection. But it’s time to go, an active crime scene, especially this one, is no place for a ten year-old. WALKER When I bring pink bear, how ‘bout we go get some waffles. Calista nods, then the Social Worker steers her toward a city vehicle. Off Walker, trying to make sense of the connection between Retro Girl, this child, and himself.

INT. SUBWAY TUNNEL - NIGHT Walker heads down the track, an empty duffle bag in one hand. He approaches a graffitied wall. He lifts the latch on a door, steps into a small elevator. He presses a button and is transported upwards.

INT. RETRO GIRL’S LAIR - NIGHT Walker steps out of the elevator. As he moves through the space, we note his haunted expression. Clearly this place holds great meaning for him. REVEAL a photograph of the former tenant. That smile. Those eyes. This is Retro Girl’s sanctum sanctorum. PUSH IN on Walker’s face as we-- FLASHBACK TO:

EXT. INDIAN OCEAN - DAY A plume of black smoke mars the tropical horizon. Something scuds low over the aqua-marine seascape toward camera, moving too fast to make out what it is. When the shape alights on a deserted atoll, only then do we realize it is-- DIAMOND AND RETRO GIRL The pair look back at the black smoke. We realize that Diamond is Walker’s former incarnation as a Level 9 power. Suddenly, there is a flash of blinding white light, then a long low rumble, as a white cloud erupts in the distance. After a beat-- RETRO GIRL Kinda beautiful in a way.

(CONTINUED) POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 67. CONTINUED: WALKER/DIAMOND Whole lot less beautiful if those shit-heads lit up the port of Los Angeles. As the fiery column continues climbing skyward, Retro Girl looks up at Diamond adoringly. Then, in a playful tone-- RETRO GIRL What would all those people do if they didn’t have the all-powerful Diamond to look out for them? Without averting his gaze-- WALKER/DIAMOND They’d still have you. Retro Girl kisses his neck. Diamond looks away from the destruction, then down at this beautiful woman. As he pulls her into a passionate kiss-- BACK TO PRESENT:

INT. RETRO GIRL’S LAIR - DAY Walker rouses from his reverie. He crosses to an Annie Liebovitz portrait of Retro Girl and Diamond. Walker shoves the photograph into his bag, then continues searching for anything else that could tie him to Retro Girl. He crosses to the other wall where he finds a glass-- DISPLAY CASE Loaded with trophies and plaques honoring Diamond along with more photographs and news clippings recounting his exploits. Providing the backdrop for these mementos is Diamond’s black leather uniform affixed to the back of the cabinet. Walker considers the homage to his former self, a shrine really. Then after a beat, he swings his duffle against the glass front sending shards flying in all directions.

EXT. INDUSTRIAL AREA - NIGHT Flames swirl out of a fifty-five gallon oil drum. Yellow- orange glints off the squid-ink black of the Chicago River. Walker stares into the fire, then dumps the contents of the duffle into the crucible. He watches transfixed as the souvenirs of a storied past and a life once lived go up in smoke. POWERS - PILOT - 3rd REVISED RESHOOT DRAFT - 1/12/12 68.

INT. CROWN VIC - NIGHT Walker, lost in thought behind the wheel, drives along Lake Street past the make-shift shrines, candles, flowers, honoring the beloved Retro Girl, whose picture is everywhere in the aftermath of a huge memorial service. Up ahead a five-story image of Retro Girl presides over this city in sorrow.

EXT. CROWN VIC - NIGHT In the sky above, a STREAK OF LIGHT rips across the heavens. Then another, and another as various entities show respect for their fallen sister, inscribing the celestial canopy in her memory. But Walker is oblivious to the light show. Whatever answers he is searching for are out there in the earthbound darkness in front of him. As night swallows his retreating vehicle, we... FADE TO BLACK.

END OF SHOW