Dead Leaves (デッド リーブス Deddo Ribusu) is a 2004 anime film produced by animation studio Production I.G. It was distributed in Japan by Shochiku, in North America, Canada and the UK by Manga Entertainment, and in Australia and New Zealand by Madman Entertainment. It is directed by Hiroyuki Imaishi. It is notable for its fast pace and energetic visual style.

Retro and Pandy, two unlikely renegades, awaken naked on Earth with no recollection of their past, but with superior physical abilities. After embarking on a devastating crime spree for food, clothing and transportation in downtown Tokyo (which lasts for a minimum of five minutes), they are captured by authorities and sent to the infamous prison called Dead Leaves, on the half destroyed moon.

Once incarcerated, they orchestrate a mass prison break and discover the secret work being carried out at the facility. Over the course of the film, it is discoved that Pandy and Retro were spies working for the facility and the crazed warden is trying to get revenge on Pandy by recreating a deranged fairy tale she remembers from her childhood.

In the finale, Pandy has Retro's child, who comes out with twin machine guns and blows the warden away. A giant worm (part of the demented fairy tale) begins consuming the station until the mutant baby sacrifices himself so that his two parents can live. The film ends with Pandy and Retro crashing in the middle of Earth's dystopian metropolis in their escape pod, crushing a bystander below.

- From Wikipedia