(Riku and Cody appears in The Grid and stares down at themselves)

Riku: My clothes... Is this world special?

Cody: I guess.

(He looks up at a flash of light)

Riku: A Dream Eater?

(A Recognizer lands near them)

Cody: No... Let's see how this plays out.

(Two Black Guards exit the Recognizer as it lowers its passenger bay. Two more come from behind Riku and Cody and surround them, grabbing them by the shoulders)

Black Guard: Another stray.

(Riku and Cody concedes, releasing their grip, and walks to the Recognizer. After it takes off, the ship flies through the digital airspace. Riku stands in place aboard the ship next to another man)

???: Are you a prisoner?

Riku: Yeah. It looks that way.

???: Name's Sam.

Cody: Cody.

Riku: I'm Riku. Where are we, Sam?

Sam: We're on the Grid.

(Riku and Cody is transported to the Game Grid, a long multileveled playing field. They stands along a spacious lined raceway)

???: You're in luck.

(He turns around to see a man in a black suit with glowing yellow stripes. He is joined by two Black Guards)

???: Only a precious few are granted Light Cycle battle privileges.

(The Black Guard to the man's right walks up to Riku and Cody and hands him a small rod. Riku and Cody looks at it and then back at the man)

Riku: You gonna explain why it's so lucky?

???: I'll show you.

(The man smirks and Riku and Cody hears a humming sound from behind him. Two Light Cycles speed from behind them on both sides and race down the track. They looks at the rod in their hands)

Cody: How hard can it be?

(They runs forward, holding the rod in both hands and a Light Cycle forms in the air beneath them. He drives at full speed down the raceway, his front wheel extended in the air for a moment. He races along the track, dodging lasers from following Recognizers and sending enemy racers crashing into the stream of light eminating from the back of the Light Cycle. A Commantis Dream Eater appears but Riku makes quick work of it and it flies away)

Riku: I think I've had enough entertainment for one day.

Cody: Me too.

(They activates the cycle's weaponry and shoots a heart shaped hole into the Grid wall and rides through it. They comes to a stop in the city)

???: Riku! Cody!

(Sam runs over to them)

Sam: You made it. You escaped from the games.

Riku: Yeah.

Sam: I know a way off the Grid. Wanna come with?

Riku: No. You go ahead. Wait, what's the way out?

Sam: Through the Portal.

Cody: Portal?

Sam: Yeah, it's like a gate that opened when I came here. Once I'm back in the real world I can delete CLU. And then...then my dad will be able to come home.

Riku: Your dad?

Sam: He vanished--twenty years ago when he came here to the Grid. But because he needed to protect his disc from CLU, he went into hiding. He's been trapped there ever since. But I'm gonna change that.

Cody: I see... Sam, you mind if we go with you after all? To the Portal?

Sam: Sure. I'll take what help I can get. But first there's somebody I need to meet. He's in the City.

(The scene flashes back to Sam with his father at the safe house. Due to the years spent in hiding, Kevin Flynn resembles CLU only older, more defeated. Near them stands a replica of a classic Light Cycle)

Flynn: I tried to get back, but I... I couldn't get to the Portal. It uses massive power and it can't stay open forever. And like a safe, can only be opened from the outside. It closed on me, Sam. That's why I never came home.

Sam: So the Portal--it activated when I came in. So it's open now.

(Sam walks over to the open wall window and looks out toward the city, where the I/O Tower beacon is lit, shining straight up into the clouds)

Flynn: Not for long. Only one millicycle. About eight hours.

(He stands beside Sam)

Sam: So we go now. We go home, we can make a run for it, we get you out of here.

Flynn: Sam. Don't rush.

Sam: What do you mean, "don't rush"? The Portal's gonna close.

Flynn: My disc is everything, Sam--it's the master key. The Golden Ticket, the way out. And not just for me.

Sam: What do you mean?

Flynn: Our worlds are more connected than anyone knows. CLU figures if I can be in--

Sam: He can be out?

Flynn: With my disc, it's possible.

Sam: And then what?

Flynn: Game over. The guy doesn't dig imperfection. What's more imperfect than our world? I can't let that happen. I won't.

Sam: So what do we do? Nothing?

Flynn: It's amazing how productive doing nothing can be.

(He walks over to the Light Cycle and puts a hand on it)

Flynn: CLU is planning something. We've known that for a while. It's his game now! The only way to win is not to play.

Sam: Yeah, well that's a heck of a way to live.

Flynn: But it is a way. Sometimes life has a way of moving you past things like wants and hopes.

Sam: That's great, Dad. Keep telling yourself that.

(Sam leaves)

Flynn: Good night, Sam.

(The scene switches back to Sam, Cody and Riku, who are running through the city)

Sam: Kill some time till I get back.

(Sam leaves and Dream Eaters appear around Riku and Cody, who takes out their Keyblade)

Riku: Glad we get to fight more than boredom.

Riku and Cody defeats the Nightmares and hears noises in the tower Sam entered)

Riku: What?

(They runs ahead to find Flynn and Sam. Sam is holding an injured Quorra in his arms)

Riku: Sam!

Flynn: Who's this?

Cody: Cody.

Riku: I'm Riku. Sam and I were on our way to the Portal.

(Sam nods to his father)

Flynn: Come with us.

Riku: Where are we headed?

Flynn: The Portal, but we need a Solar Sailer. There's one in the underground docks.

(The walk on ahead, and the scene flashes back to the elevator of the End of Line Club tower. Sam and Flynn ride the lift down watching over a wounded Quorra moments before they run into Riku and Cody. Sam notices his father's disc is missing)

Sam: Your disc... Dad, it's gone.

Flynn: It is.

(Flynn kneels down and checks on Quorra)

Flynn: She's stable.

Sam: We have to go back. CLU will use it to reach the outside world. I can stop him from destroying it if you'd just let me do this!

Flynn: You've done enough already!

Sam: So what do we do now?

Flynn: I don't know. Nothing. We do nothing. Be still. Wait.

(He pauses for a second)

Flynn: We can hop a Solar Sailer. A full-on sprint to the Portal. We can beat CLU there! Let's get her out of here.

(They reach the docks and ride a Solar Sailer. They lay Quorra on the floor and Flynn scans her code from a hologram on her identity disk)

Sam: Is she gonna make it?

Flynn: I don't know.

Sam: But didn't you write her code?

Flynn: Some of it. But...the rest is just...

(He moves through different lines of blue code in the hologram, until he reaches a spiral shaped one with a small red piece)

Flynn: ...beyond me.

Sam: She's an ISO.

Riku: ISO?

Cody: What's that?

Flynn: A whole new life form. Quorra is the last ISO.

Riku: And you created them?

Flynn (smiling): They manifested, like a flame. They weren't really...really from anywhere. The conditions were right and they came into being. For centuries we've dreamed of a pure existence beyond our own. I found them in here, like flowers in a wasteland. They were spectacular. Everything I'd hoped to find in the system--control, order, perfection--none of it meant a thing. The ISOs--they were gonna be my gift to the world.

(He reaches into the code and pulls out the red piece, which flies away like a moth)

Flynn: There, good as new. It's gonna take a while for her system to reboot.

(Quorra's left arm begins to regenerate)

Riku: So what your gift?

Flynn: CLU. CLU happened. He was built to create the perfect system. But endless potential can never, ever be fully realized. CLU saw the ISOs as an imperfection, so he destroyed them.

Sam: He screwed up.

Flynn: No, he's me. I screwed it up. Chasing after perfection--chasing after what was right in front of me. Right in front of me.

(He stares at his son as Riku and Cody walks down the Sailer)

Riku: Look to hard for one thing and you miss everything else. And then, the people around you get hurt in the process. Like Xehanort. His single- minded thirst for answers created Ansem. We all have a little of that curiosity in us... So if we're not careful, any one of us could create an Ansem.

Cody: And the smack on the head to Mike created Mal. I think the same thing too, Riku. If we don't be careful, then one of us could create an Ansem and a Mal.

(A Recognizer flies off to their left, alerting them to its presence)

Cody: Great. They found us.

Flynn: We've been put on a new course.

(They end up at a docking station and hide from Rinzler. Quorra takes out her disk and hands it to Flynn)

Quorra: Good-bye.

(Quorra runs out to distract Rinzler)

Flynn: Quorra. Quorra!

Sam: No, wait!

(Rinzler leaps down and subdues her)

Flynn: She's removing herself from the equation.

Sam: We can't just let her go.

Riku: Yeah.

Cody: Come on.

Flynn: No. Hold on, Sam. What about getting you to the Portal? You shut them down from the outside.

Sam: But Quorra comes first! And we still have to get back your disc.

Flynn: Sam. If you chase two rabbits, you won't catch either.

Riku: If this is a father-son thing, we won't butt in, but we should probably get back that disc at least--before CLU uses it to destroy the outside world. Come on, Sam.

Sam: Right.

(He turns to Flynn)

Sam: Meet me on the flight deck, and get us some wheels.

Flynn: Wheels? What's your plan?

Sam (smirking): I'm a User. I'll improvise.

(Riku and Sam run ahead)

Sam: Riku, Cody, I gotta save Quorra too.

Riku: I know. We will.

(Sam laughs)

Sam: The disc should be somewhere on the Throneship. I saw it dock here earlier.

(He looks around and spots the Rectifier)

Sam: Over there!

Riku: All right.

(They reach the ship and find Flynn's disc, which is suspended by lasers in a circular hole overlooking the front of the ship. Sam walks up to it and takes it, sounding an alarm. The doors open and Rinzler steps in with a captive Quorra)

Quorra: Sam. Go!

(Rinzler knocks her to the floor and takes out his weapons. Riku summons his Keyblade and Sam throws his disc at Rinzler, who spins in the air to dodge it. Riku leaps at the wall and kicks off of it sending a powered swipe of the Keyblade at Rinzler, who loses his discs and falls off of the ship)

Quorra: What are you doing here?

Sam: To the flight deck!

Quorra: But CLU will be here any minute. We'll never make it.

Sam: Don't worry. Riku's here to help.

(The escape the Rectifier and run along the docks, looking for Flynn)

(Riku, Sam, and Quorra catch up to Flynn and they board a Light Jet, which turns from red-lined to blue. They take off and head for the Portal at the I/O Tower. Upon entering, they find CLU waiting for them on the bridge. Flynn steps forward)

Flynn: This is mine.

(He walks toward CLU)

Flynn: Had a feeling you'd be here!

CLU: You! You promised that we would change the world...together! You broke your promise!

(The Commantis Dream Eater appears behind him as wind whips around the Portal)

CLU: I took the System to its maximum potential. And now, you see the applications at my disposal!

(The Nightmare spins the disc on its back and claws at the air with mechanical pincers)

Flynn: I don't believe it.

(Riku and Cody walks up)

Riku: You can leave this one to me and Cody.

(Riku fights and defeats the Commantis. It disappears, leaving CLU shocked)

CLU: I created the perfect system!

Flynn: The thing about perfection is that it's unknowable. It's impossible, but it's also...right in front of us, all the time. You wouldn't know that because I didn't when I created you. I'm sorry, CLU. I'm sorry.

(CLU stares at him for a second before kicking him away. Sam gives a yell and tries to tackle CLU, who simply tosses him over his shoulder. He rolls on the ground in pain as Quorra checks on Flynn. Riku and Cody runs over with their Keyblade out)

Flynn: Go.

(Quorra nods and uses a rope to spin around the platform and land in front of Riku and Sam as CLU walks toward them. She takes out a lightsword and faces him)

Flynn: CLU! Remember what you came for.

(CLU walks back over to Flynn and the bridge opens, splitting him and Flynn from the others. CLU kicks Flynn in the face, flipping him over. He takes Flynn's disk from his back and activates it, pulling up a hologram of Quorra)

CLU: No...

(He looks over at Quorra, Sam, and Riku who are at the Portal. Quorra looks back at him)

CLU: No... Why?

(He turns to Flynn)

Flynn: He's my son.

(He deactivates the hologram and throws the disk into the ground beside Flynn, running back up the bridge to the Portal)

Flynn: Go!

(CLU jumps over the gap in the bridge and nearly misses as he grabs onto the other side)

Sam: Dad!

(Flynn stands up)

Flynn: Sam! It's time!

Sam: No!

Quorra: Sam. It's what he wants.

Sam: I'm not leaving you!

Flynn: Take her!

(She hands Flynn's disk to him, and he takes it)

Flynn: Yes!

(Sam holds the disc upward, activating the Portal. Light engulfs them)

Flynn: Good-bye, kiddo.

(The identity disk floats upward in the pillar of light and Sam gives his father one last glance. CLU stands up and Riku and Cody runs toward them)

Riku: Don't even think about it.

(Flynn gasps and kneels down quickly, his long coat flowing behind him. He touches the ground and a burst of energy ripples out from him. It reaches CLU, who feels a strong tug backwards towards Flynn. He reaches out to the Portal and tries to walk but is unable to overcome the force pulling him as Flynn stands up with his arms out. The wind gathers strength and CLU is knocked backwards into Flynn's body, sending out a massive pulse of bright energy, which engulfs everything. The light dissipates and Riku, now alone, walks over to where the Portal once was)

Riku: The Portal is gone. These gates that connect worlds--maybe when we pass through them, we're challenged, and changed. And it's not over. There are more trials ahead we have to overcome. But we'll be ready, Sora.

Cody: Even you, Ryan. Crash and Sci-Ryan.

(A keyhole shines in the air and he seals it. Meanwhile, in Yen Sid's Mysterious Tower, Goofy and Donald and the others stand looking out the window as Mickey looks through a bookshelf)

Donald: Gee, I hope Sora's okay.

Evil Ryan: Even Ryan. And Sci-Ryan.

Goofy: He'll be just fine as long as Riku and Cody's with them.

(Mickey and Optimus gasps)

Mickey: You don't think--No!

(They turns to face Yen Sid, who is sitting in his chair)

Mickey: Master Yen Sid!

(A black bird flies in through the moon-shaped window)

Goofy: Look, it's a raven!

Mickey: Uh-oh!

(The bird flies over to Yen Sid's desk, carrying a scroll in its claws and something shiny in its mouth)

Yen Sid: That raven is Maleficent's.

Donald: What's it got?

(It drops the items on the desk and flies back out the window. Mickey stares at the crown)

Mickey: Why, that's Minnie's.

(He picks up the scroll and reads it)

Donald: Well?

(Mickey gasps)

Goofy: Gawrsh, what's it say?

Mickey (gravely): It's from Maleficent and Kaos. They're kidnapped Minnie.

All: They took Queen Minnie?

Mickey: The letter says for me to return to Disney Castle...or else.

Yen Sid: Mickey, there is no time to waste.

Mickey: fellas stay here.

(Donald and Goofy give Mickey a salute)

Donald & Goofy: King Mickey, we're going with you!

Mickey: Gosh...I guess you're right, pals. We friends need to stick together. Master Yen Sid, we'll be back!

(Yen Sid nods. The gummi ship and the train flies away from the world as the sorcerer muses in his chair)

Yen Sid: The timing is too perfect, too calculated. Maleficent and Kaos must sense a change in the forces of darkness. A Xehanort.

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