(The opening scene starts with a series of clips form the previous episode "Meow". We see Manticore soldiers flanking Lydecker as he observes Max holding Tinga's still form. The scene then cuts to Logan is sitting at his computer trying to call into Max on her com.)

Logan: Max, are you okay? Can you hear me?...Max you okay?

(The scene shifts back to Max craddling Tinga's body and crying. Lydecker an upset llok on his face and he approaches Max.)

Max: Tinga.

Lydecker: Max...

(Max screams and leaps at Lydecker. The Manticore soldiers shoot with their tasers while she is in mid leap. Max stops and falls to the ground. She convulses and then she loses consciousness. Lydecker looks at Max.)

(Scene shifts to outside the research facility, a soldier is talking to Madame X on the walkie-talkie.)

Special Op's #1: Lydecker was tracking x5-452. Apprehended her inside the facility. We're getting him and his men out of there right now.

(Madame X is talking to the walkie-talkie in her office.)

Madame X: Take custody of the x5 and place Colonel Lydecker under arrest.

Special Op's #1: Say again your orders, ma'am?

Madame X: He's been charged with the murder of Agent Sandoval. Arrest him and take him back to Manticore.

(The scene shifts back inside the research facility. The Special Op's officer goes into the facility with two other soldiers. Lydecker and his men turn around.)

Special Op's #1: Sir, you're not supposed to be here. This is a secure installation, level 5 clearance. I'll have to ask you and your men to vacate immediately.

Lydecker: You heard him, men.

(Lydecker's men leave but he stops two of his officers.)

Lydecker: Kalins, O'Neill, hang back.

Special Op's #1: This way, sir.

(Lydecker turns around with a gun in hand. He shoots the officer and the two men with him.)

Lydecker: I don't know what the hell is going on here, but I'm going to find out. If either of you don't have the stomach for it, now is the time to say so.

Kalins: We're with you, sir.

(Lydecker sighs)

(Scene shifts to the outside as a Manticore hummer is driving away from the facility, right pass the guards outside. Inside the hummer, Kalins turns to Lydecker.)

Kalins: Where to, sir?

Lydecker: I don't know yet. Just keep driving.

(Lydecker turns around the back of his seat to look at the back of the hummer Max unconscious form.)

Lydecker: And keep her sedated.

(Madame X is in her office talking to Brin.)

Madame X: X5-656 was undergoing experimental treatment for a genetic anomaly that was diagnosed when we first recaptured her. Unfortunately because of Lydecker's interference she is now deceased.

(Brin has a some-what sad look on her face.)

Madame X: I'm sorry for your loss. I... I know how much you were looking forward to having your sister back at Manticore.

Brin: I was, ma'am. Thank you for your condolences.

(A soldier comes into Madame X's office as she's talking to Brin.)

Solider: We lost him.

Madame X: What?

Solider: Colonel Lydecker fled the scene before we could arrest him. He took the x5 with him.

Madame X: He had a South African tech team looking for the girl. Commandeer their equipment and resume the search.

Solider: Yes, ma'am.

Madame X: Find them.

(The soldier leaves the room. Madame X is typing on the computer.)

Madame X: I want you to head up the response team.

Brin: What are my orders with regard to x5-452?

Madame X: Bring her in alive.

Brin: And Colonel Lydecker?

Madame X: You are authorized to terminate.

(In Logan's apartment, Zack is getting bandages from a med kit. Logan is standing nearby leaning on the doorway)

Zack: What the hell happened? We got in no problem. Next thing I know, Lydecker's guys are all over the place.

Logan: I gave you a heads up as soon as I saw them coming. Why didn't you get her out of there?

Zack: I tried. I couldn't get to her.

(Zack's is cleaning his wounds.)

Logan: We shouldn't have gone in.

Zack: We didn't have a choice--they had Tinga.

Logan: And now Lydecker has Max.

Logan: We've got to find her.

Zack: I contacted Krit and Syl. They're on their way.

Logan: So if Lydecker's in the wind and he's got Max with him, what's his plan?

(The Scene shifts to a shot of a neon lip shaped motel sign that says "Yum Yum Tree". At the motel desk, Lydecker is talking to the desk clerk and giving him orders and money.)

Lydecker: You understand my instructions now?

Motel clerk: I never had anyone take over the whole place before.

Lydecker: No maid service.

(Lydecker puts down a bill.)

Lydecker: No wake-up call.

(Lydecker puts down another bill.)

Lydecker: No mints on the pillow.

(Lydecker puts down another bill.)

Motel clerk: No worries.

(The motel clerk takes the money.)

Motel clerk: We pride ourselves as much on our discretion as we do on our lack of amenities.

(The desk clerk takes out a set of keys. He sees through the window that Lydecker's men are carrying Max out of the hummer.)

Lydecker: My niece has a drinking problem.

(Lydecker takes out another bill and places it on the counter. The motel clerk gives the keys to Lydecker. Lydecker takes them and leaves.)

Motel clerk: Enjoy your stay.

(Madame X talking to a man outside her office as she's heading in.)

Madame X: I'm traveling to Manticore in the morning. Make arrangements.

(The phone rings and Madame X picks it up )

Madame X: Yes?

(Lydecker is talking to Madame X from outside the motel on a cell phone.)

Lydecker: What the hell do you think you're doing?

Madame X: Where are you, deck?

Lydecker: When they find out that you're killing x5s, the committee's going to have your ass.

Madame X: Do you really think that the committee's going to listen to you after what you did to Agent Sandoval?

(Lydecker laughs )

Lydecker: You got a real set of brass ones.

Madame X: There's a tracking van out there looking for you right now as we speak. That x5 is mine.

Lydecker: You think I'm going to let you have her?

Madame X: Well, what are you going to do? You're a dead man.

(Madame X presses hangs up.)

(There is a shot of Lydecker with the phone still next to his ear.)

(The scene shifts to Lydecker inside the motel room. He throws a small paper bag on to the floor and sit in the chair next to the bed. Lydecker twists the cap off a liquor bottle. Lydecker sighs for a moment as Max is asleep on the bed. Lydecker brings the bottle to his face, smells it and then drinks the alcohol. Max is handcuffed to the bed. She is waking up and sees a drunk Lydecker sitting in the chair holding an empty bottle. Lydecker in his drunken state has visions of young Max when she was in the infirmary. The visons shift back and forth between Max and young Max as he sits and watches Max on the bed.)

Lydecker: It's all right. I'm not going to let anything happen to you. You remember that night I sat with you in the infirmary? I shouldn't have been there. I shouldn't have shown favoritism. But... you're special to me, Max. I hope you know that. If you knew how much I loved her, you'd understand. Sometimes...I wish I could take you away from all this, where they couldn't do anything to you.

(Lydecker is having more flashbacks of him talking to young Max in the infirmary.)

Lydecker: There's no other way.

(The scene shifts back in the motel room, Lydecker takes out a gun and points it at Max.)

Lydecker: This won't hurt, and I'll be right behind you.

(Max's eyes open wide up. She kicks Lydecker down as he nears her.)

Max: What did you do to Tinga, you son of a bitch?

Lydecker: It wasn't me. You think I could do something like that to her? To any of you? You kids had no idea how much you meant to me.

Max: Had a funny way of showing it.

Lydecker: I was trying to build something. Think of it...instead of sending a thousand troops into battle and losing a hundred...sending ten perfect soldiers and losing none.

Max: Am I supposed to feel bad we bailed on you? Messed up your whole vision thing?

Lydecker: I'd rather see Manticore die than let her pervert it. That's all it would take is a few perfect soldiers to bring the whole thing crashing down on her.

Max: Is this some kind of new torture thing? Lock people up in a cheap motel and babble at them until they crack?

Lydecker: You'll see. I'm telling the truth. When they bust that door down and blow my head off and drag you back to Manticore for reprogramming...unless she has other plans for you.

Max: She?

Lydecker: The bitch that murdered your sister.

Max: It really wasn't you?

Lydecker: Let me know when you hear them coming. You'll know before I do and remember...that offer still stands.

(Lydecker holds out his gun to Max.)

(The Animal Control van with the tracking device inside is driving around loking for Max.)

Van Tech: We got a hit. Grid 9802.

Soldier: Command, this is search unit alpha. Target has been located. Mobilize response team.

Command: Roger, alpha team.

(Back inside the motel room.)

Max: You could let me go.

Lydecker: What's the point? They've got a bead on that implant in your head.

(Max hears several hummers arriving.)

Lydecker: There's no use running.

Max: I'm light on my feet. What do you say? Give me a chance?

(The hummers surround the motel. Brin drags the motel clerk out.)

Brin: Where are they?

Motel Clerk: Number 12.

(Brin pushes the motel clerk away. She goes and kicks down the door to room 12. Inside the room she looks around and finds it empty.)

(Meanwhile, in an abandoned warehouse, Krit, Syl, and Zack are assembling some weapons. Logan is walking around with his cell phone.)

Zack: Syl, Krit, what do you got?

Krit: Packs a punch, but I've only got 40 rounds.

Zack: I'll track some more down. What about you, little sister?

Syl: Russian-made rgn-3s, fragmentation pattern explosion.

(Syl throws one at Zack. Zack catches it.)

Zack: Nice.

(Logan finishes his call.)

Logan: Thanks. That was a contact of mine. Military convoy just swooped in on some motel in sector eight.

Zack: That's got to be them. Let's move out.

(The three x5s are set to leave. A hummer drives through the front warehouse doors. The x5s have their weapons on the hummer. They stop when they see that Max is driving. Max gets out of the car and walks towards them.)

Max: Krit.

(Max hugs Krit.)

Max: Krit.

Krit: Hey, Maxie.

(Max hugs Syl.)

Max: Syl.

(Max sees Logan)

Max: Hey.

Logan: Hey yourself.

(Max walks back to the hummer.)

Logan: How'd you know where to find us?

Max: Bling told me there was a party.

(Max returns to the hummer and takes Lydecker out. Lydecker is blindfolded and handcuffed. Max takes off the blindfold.)

Syl: Look what the cat dragged in.

Max: You said you needed a few perfect soldiers--well, here we are.

Zack: What are you talking about?

Max: He's going to help us.

Krit: Help us what?

Max: Take down Manticore.

(They all look at each other.)

Zack: This is crazy, Max. We've made it this far by staying under the radar, blending in.

Max: Always on the run, constantly looking over your shoulder. You said it yourself. They'll never stop looking for us. They'll hunt us down one by one until we're either dead or in a cage. It's time to bring this war home.

Syl: Maybe you're right. But what about him?

Zack: And you expect us to believe he's had an epiphany because of what happened to Tinga?

Max: Maybe. Or one of his bosses want him dead in a big way.

Krit: Take a number.

Max: Either way he's going to help us.

Logan: Or double-cross you. Again.

Lydecker: I don't expect you to trust me, but remember what I taught you. The enemy of my enemy is my friend.

Zack: Shut up.

Lydecker: I know that facility and its defensive capabilities like the back of my hand. I can get us inside.

Syl: Then what? There are only four of us. What kind of damage can we do?

(Lydecker gets up from his chair.)

Lydecker: You take out the DNA lab. Destroy their ability to develop a new generation of soldiers.

Zack: And what's to keep our enemy...or the enemy of our enemy from starting over?

Lydecker: You remember when you kids escaped? They almost shut the place down. That's nothing compared to what will happen if we can take out the lab. There'll be a war of finger-pointing, funding will disappear and Manticore...will cease to exist.

Krit: It's worth a shot.

Syl: I'm getting tired of running.

Zack: I don't like it.

Lydecker: There is no "I" in "team," Zack.

Max: I don't like it, either, but we don't have a choice.

Zack: You so much as breathe wrong, there'll be four of us to take you out.

Logan: Make that five.

Lydecker: Got it.

Syl: Come on, you're going to draw us a map of the facility.

(Syl grabs Lydecker.)

(Scene shifts to the Animal Control van.)

Van Tech: Initiating sweep of sector four.

Soldier: Whatever. She's probably halfway to Canada by now.

(Beep.. )

Van Tech: We just got a hit. She's close.

Soldier: Real close.

(The soldier is looking at the monitor and turns around when he hears the door open. Max stands at the door with Krit behind her.)

Max: Hey, boys. Looking for me?

(Max goes in and takes them down.)

(Now the Animal Control van is inside the warehouse.)

Lydecker: Well, with a few modifications we can run our operation from in here.

Logan: I'll get on it.

Zack: What kind of resistance are we going to meet?

Lydecker: Fortunately for us, most of the X series has been deployed in various parts of the world. There is a contingent of conventional soldiers and a small security detail of x5s. About a dozen.

Max: Not the kind of family reunion I was hoping for.

Zack: With any luck, we'll be in and out before they even know we're there.

Syl: Say we can breach the perimeter and get inside the building, how are we going to get in the lab and lay the charges? This thing's a lockbox.

(Syl throws the map of Manticore towards Lydecker.)

Max: And I've got to figure when they put out the hit on you, they probably yanked your clearance.

Lydecker: Which is why I need to see a friend of mine before we go.

Zack: Like we're just going to let you walk out of here and drop a dime on us?

Lydecker: If you don't trust me...

Krit: That's a given.

Lydecker: Then one of you should come with me.

(Max is inside a vehicle with Lydecker. They're waiting outside a strip club.)

Max: You sure this is the place?

Lydecker: Yup. He's a creature of habit, slave to his Tuesday night lap dance.

Max: About last night...

Lydecker: Don't remind me. I still feel sick.

Max: Me, too. Got a bad feeling you were going to tell me...you were my...

Lydecker: Father? I would never presume to pollute the gene pool.

Max: I can't tell you what a relief that is for me. I mean what a cliché that'd be. Huh?

Lydecker: I did love somebody once...deeply. In my eyes, she approached perfection. When she was murdered, I kept a small part of her alive... in you.

Max: You're telling me I'm some kind of clone of an old girlfriend?

Lydecker: No. Not a copy. More... inspired by. She was my wife. You have her eyes...

(Lydecker turns his head to the side and looks at Max. Max grabs Lydecker by the neck.)

Max: Don't you ever look at me like that again. Ever.

(Lydecker nods his head. Max lets go.)

Lydecker: There he is.

(Lydecker spots a man walking out from the strip club. Max holds up a gun and takes out the bullets. She hands it over to Lydecker.)

Max: I'm going to watch every move you make.

(Lydecker grabs Jim from behind and slams him against the car.)

Jim: Easy, easy, easy, easy, easy. Look, look, look. I'm unarmed, Deck.

Lydecker: We've known each other for years, Jim. Tell me the truth...why is she killing my kids?

Jim: I don't know what you're talking about, Deck. And it's not your kids you need to be concerned with right now. She's looking to put you in the cell.

(Lydecker turns Jim around and points his gun at him.)

Lydecker: I should be so lucky. She's got a target slapped on my back.

Jim: Look, look...just... just give us back the x5, all right? Turn yourself in to me. I'll protect you the best I can.

Lydecker: That's not good enough.

Jim: I want to help you, Deck.

Lydecker: You may get your wish.

(Lydecker opens the trunk of Jim's car. He knocks Jim into it. Then Lydecker takes out a spoon and a small container. He does something to Jim and puts the lid back on the container. Lydecker puts the container back in his pocket and closes the hood.)

(Scene shifts back to the warehouse where Max brings in some boxes of pizza and the x5's start eating. Over in the Animal Control van, Logan and Lydecker are checking out the equipment.)

Max: Chow down, my grunts, mess is on.

Logan: I don't know how they can eat at a time like this.

Lydecker: An army marches on its stomach.

Logan: You must be pumped about tonight 'cause this is what they were made to do, right?

Lydecker: It's very gratifying watching kids realize their purpose in life.

Logan: You have any idea how twisted that is?

Lydecker: And why exactly are you here? It's... not your fight...but neither was the terrorist attack on the genetics conference. I remember you. It's all about her...isn't it? You're in love with her.

Logan: Can I have a screwdriver, please?

(Lydecker gives Logan a screwdriver and pats him on the shoulder.)

Lydecker: It's all right, son. I understand.

(Lydecker gets out of the Animal Control van to talk to the x5's.)

Lydecker: All right, people, listen up. We've got a lot of work to do before we move out.

Zack: Hang on, there's something we need to know.

Krit: Who murdered our sister?

Lydecker: The new director. Name's Renfro. She's a real piece of work.

Max: Why'd she do it?

Lydecker: I don't know.

(A bird cawing )

(A black raven lands on a beam at the top of the warehouse. All the x5's truns around to see the crow. The x5s have flashbacks of their time at Manticore when they were hunting in the woods. Ravena were flying around and cawing. One of the x5s had tried to shoot the raven, but ended up hitting a fellow x5. The crow sits on a branch as he watches the x5s gather around the dead body. It caws and the x5s turn around to look at it. The flashbook ends. The raven is still cawing in the warehouse. Zack takes a shot at it, but misses. The bird flies away and the x5s turn around to face Lydecker again. Max walks towards Logan.)

Max: I need some fresh air.

(Logan and Max leave. The scene moves to the top of the Space Needle. Logan is sitting. Max is standing.)

Max: You okay?

Logan: Sure. This is fun.

Max: I look down at the people and I think about how everybody's got problems. Maybe not a secret government agency on their ass, but, you know, problems and if I sit up here long enough I start to feel like I'm just one of those people, a regular girl.

Logan: Well, I hate to break it to you, Max, but...you're never going to be a regular anything.

(Max steps back and sits down next to Logan.)

Max: I know you're not too chill with what's going on tonight and I thank you for keeping your concerns to yourself. It's a bitch psyching yourself up for battle when people are throwing around words like "deathwatch."

Logan: Well, I think I know you well enough by now. There's no stopping you if there's something you need to do especially when it comes to your family.

(Max turns her head to face Logan.)

Max: You're my family as much as anyone only we're never going to be any kind of anything if it keeps on like this.

Logan: I know.

(Max turns her head back.)

Max: One way or another, after tomorrow the world's going to be a different place for me for both of us.

Logan: Everything's going to be all right.

Max: Right. Anyway, it was just a bird.

(The scene shifts to the Animal Control van nearby Manticore. Logan, Lydecker, Krit, Max, Syl, and Zack are outside the van talking about the plan. The four x5's are in camouflage gear. Zack is going over the map of Manticore with instructions for everyone.)

Zack: Syl and Krit will proceed via service corridor 4 alpha to the main and auxiliary generators and set charges. Max and I will take the basement to the east air shaft and proceed to the DNA lab. At 0430 we set charges. By 0440 the firing sequence will commence.

Lydecker: We'll detonate the charges from here.

(Scene shifts to Logan inside the van.)

Logan: I'm in. I've accessed the internal surveillance system. I'm copying loops into each camera feed so they won't be able to see you, but we will. So we can monitor you, steer you around any obstacles.

Zack: We rendezvous here by 0448. Questions?

Syl: What happens if we run into Brin in there?

Lydecker: She'll kill you without a second thought. The sister that you knew doesn't exist anymore--she's dead.

Max: No, she isn't-- she's alive and that means we still have a chance to get her back.

(Scene shifts to Lydecker taking out a container from his pocket and putting it in Zack's hand.)

Lydecker: Here's your clearance to the lab.

Zack: You know what you have to do. Move out.

Max: I'd kiss you, but I have to keep my head in the game.

Logan: Just come back.

Max: This is for Tinga.

(The scene shifts to the group of x5's standing and looking at Manticore from a hill. The x5's have flash back's of Manticore. The flash backs end and they rush down the hill and leap over the fence. Max and Zack are inside. They enter a hallway. There are flashbacks of the x5s marching down the same hallway. Max and Zack walk down the hall. They past by the surgery room. Max has a flashback of her time in the surgery room. Max and Zack continue to walk down the hall. There is a flashback of x5's running down the hall where Eva was shot down by Lydecker. Zack has flashbacks of training and being put under torture when he was captured.)

Zack: You okay, Max?

(Max nods her head.)

(Logan is inside the Animal Control van looking at the monitors.)

Krit: You see anything south of corridor 4?

Logan: You're clear all the way to the generator.

Krit: Copy that.

(Logan watches Krit and Syl run down the corridor.)

Max: Logan?

Logan: I got you, Max.

(Logan is looking at the monitor of Max and Zack.)

Max: We good to go?

Logan: You're clear.

(Max and Zack reach the entrance to the DNA lab. Zack takes out the container and pulls down the bio reader. He takes out the eyeball from the container and lets the bio reader scan it. The bio reader verifys the ID.)

Max: I guess there's an "I" in "team."

Max (mic): It worked. We're in.

(Logan listens as Max and Zack make their way into the lab. There are walls of glass cases, each marked with a barcode. Inside each case is a vile of the X's genes. In the middle of the lab, there are more viles. Logan and Lydecker are looking at the monitor. Max and Zack are looking at the glass cases. Zack finds Max's barcode and some of the other escaped x5's.)

Zack: Max, it's you. And me...and Brin...and Tinga.

Max: No. Tinga's dead. Come on.

(Max and Zack start placing explosives around the lab.)

(Scene shifts to inside Madame X's office, Jim is sitting there with bandage over his left eye.)

Jim: May I please have something for the pain?

Madame X: As soon as you tell me just one more time exactly what Colonel Lydecker said to you.

Jim: He said something crazy about you killing his kids.

Madame X: And what did you say?

Jim: I don't remember. I lost an eye tonight.

(The phone rings and Madame X answers.)

Madame X: Yes?

Madame X: You know, maybe all this is just a bad dream. Apparently you were just scanned into the DNA lab.

Madame X (on the phone): Go to full alert. We have intruders. Stand by to mobilize the x7s.

(Max and Zack are finished in the lab.)

Zack: The target is primed.

Logan: Okay, get out of there.

(Lydecker and Logan are watching the monitor.)

Zack: We are on the move.

(An alarm sounds)

Zack: We've got an alarm.

(Scene shifts to Lydecker watching a monitor nack inside the van.)

Lydecker: Withdraw to the perimeter. Withdraw to the perimeter. We've been made. All units withdraw.

Krit: Roger that.

Max: Logan out.

Lydecker: This is not good.

(Logan and Lydecker are looking at the monitor with kid soldiers being led out.)

Lydecker: Hack into the control panel at corridor seven alpha. We've got to lock down ward c-16.

Logan: Why? What's wrong?

Lydecker: Must've been a last-minute change in deployment--there's still a contingent of x7s in the building.

Logan: They're just kids.

Lydecker: They're stronger, faster and designed with hive minds. We don't want our people tangling with them.

(The monitors show the x7's pounding on their door. Krit and Syl are running down a hall. Max and Zack are running. The x7's are trying to get out.)

(Brin walks into Madame X's office.)

Brin: We've got teams sweeping the compound, but according to control, there's no one out there.

(Madame X is on the computer.)

Madame X: Yeah, that's because they hacked a fake feed into the damn surveillance system.

(Madame X is able to go into the video feed that was hacked. She rewinds it to the part where Max and Zack are in the DNA lab. She watches Max and Zack before they leave the lab.)

Zack (on video): Target is primed.

Madame X: God, no...get down there and disable those charges. Now!

(Madame X angrily tells Brin to head down to the DNA lab. Meanwhile, the x7s are trying to use a bench to get the door open in their room. Max and Zack run pass the x7s' room. The x7s are successful and the door falls down. They are out.)

(On the monitor, Logan sees that soldiers are coming down the corridor behind Krit and Syl.)

Logan: Syl, Krit, unfriendliness behind you. 25 meters and closing.

Lydecker: Take them out.

(Krit and Syl shoot the men down and run. Lydecker spots Brin on the monitor.)

Lydecker: It's Brin. She's heading for the lab.

Max: Which way is she coming?

Zack: They're onto us. There's no time.

Max: I won't let her take one for good ol' Manticore. Which way?

(Lydecker looks over at Logan.)

Logan: Back the way you came, first corridor on your left.

(Max talks to Zack)

Max: Go.

(Max leaves in the opposite direction. She finds Brin and takes her down. She handcuffs a leg and a hand of Brin's to a cell bar.)

Max: Someday you'll thank me for this.

Brin: You have no idea what you're doing. That's us back there.

Max: No, that's us out there!

(Max points to the outside.)

Max: Come with me.

Brin: Never.

(Max leaves. On the monitor, Logan sees Max going out of the building. Lydecker is holding on to the remote for the explosives.)

Logan: She's clear. Detonate.

(Lydecker looking at a monitor of the lab and holding the remote.)

Logan: I said, she's clear.

Logan: Do it now.

(Logan points a gun at Lydecker. Lydecker looks at Logan and presses the button on the controller. The explosives go off. The glass case wall explodes and shatters. Fire bursts out of the lab door. Madame X is standing in her office. She hears the explosion. The scene shifts to Lydecker's sitting stunned. Max is running up the hill.)

Logan: Max, where are you?

Max: Almost home.

Logan: Zack, talk to me.

Zack: On my way.

(Zack is running up the hill. In the woods, Max is walking slowly. She sees an x7 ahead behind the bushes that looks like her when she was young. Young Max walking towards her.)

Max: Do you know who I am?

(The x7 young Max points a gun at Max and shoots.)

Max: Do you know who I am?

(Young Max is about to pull the trigger. Max kicks the gun away. The two Max's fight. Max goes down. She gets back up again. They continue to fight. Max goes down again. She gets back up. The two Max's are in a fighting stance.)

Max: You know what really pisses me off? When a poser bites my stilo.

(Zack is coming towards them.)

Zack: Max!

(Max takes down young Max by breaking her arm.)

Zack: Come on.

(Krit, Max, Syl, and Zack run back to the Animal Control van.)

Zack: Everyone all right?

Max: We did it!

Syl: I can't believe we actually did it.

Max: Go!

(They close the van door and speed away.)

(At the Crash bar, Max and Original Cindy are playing foosball. Max is winning.)

Original Cindy: Damn, that's some sibling rivalry.

Max: And I kicked her ass too.

Original Cindy: You know what you need?

Max: A pitcher of beer.

Original Cindy: You read my mind.

(Max and Original Cindy walk away from the foosball table. Scene shifts to Max pouring beer from a pitcher at the table where Krit and Logan are sitting.)

Krit: So you broke into his house?

(Krit turns to Logan)

Krit: And you liked that?

Logan: Well, she went for the good stuff. I could tell she had taste.

Max: The black cat suit didn't hurt, either.

(Max walks over to Sketchy and Syl with the pitcher of beer. She refills their drinks.)

Max: Hello, my sista.

Sketchy: Hey, so where do you guys know each other from?

Max: We go way back.

Sketchy: What, like, high school?

Syl: Uh, more like boarding school.

Sketchy: All girl?

(Max goes back to the bar with the empty pitcher. Zack and Herbal are sitting at the bar and having a discussion.)

(Max talks to the bartender)

Max: Hey, Harold.

Herbal: 'Tis the will of the almighty.

Zack: That's it. People get killed; there are homeless everywhere--it is not all good.

Herbal: His plan is all good, all the time.

Max: Overstand.

(Both Herbal and Zack laugh )

Zack: I guess.

(Herbal and Zack put their fists together.)

Herbal: One love, my brother.

(Herbal leaves.)

Zack: Interesting friends.

Max: The best.

(Max turns to the bartender)

Max: Can I get another pitcher and another glass of ice water for my friend?

Bartender: You got it.

(The scene shifts to Lydecker sitting at the end of the bar reading a book and raising his glass. Max smiles and turns to Zack.)

Max: So... it's all over.

Zack: No more running.

Max: I guess you don't have to worry about being big brother anymore, always looking out for everybody.

Zack: Oh, I'll always be your big brother, Maxie. For what it's worth...Logan's okay by me.

Max: Really?

(Max gets a pitcher of beer and brings it to the table where Logan is sitting. She stands behind him and comes closer to him.)

Max: Let's get out of here.

(The scene shifts to the bedroom where there is a candle by the bed. Max takes off her jacket and she and Logan start kissing. Max takes off her top and throws it to the ground. Logan and Max continue to kiss some more. Ths scene shifts to the end of the bed as the camera angles toward the top. We see Max's bare right leg sticking out from the sheets. Logan and Max are both naked. Logan is on top. Logan is kissing Max's neck and her eyes are closed. Max opens her eyes and see the shadow of a bird flying over them. Logan looks up too. He then looks at his hands and sees that they are covered in blood. Max's hand is bleeding.)

(Max gasps)

(Raven cawing)

Logan: Max...

Max: What's happening?

(The shadow of the raven flies over the screen. The scene shifts back to young Max pointing the gun at Max. The shot connects with Max and she falls down.)

(Logan in the van trying to rasie Max.)

Logan: Max? Max, answer me.

(Logan takes off his headset and leaves the van.)

Logan: Something's wrong.

(The sound of gunfire erupts )

(The scene shifts to Zack shooting at X-7s chasing him. He gets hit and goes down. Zack is laying against a fallen tree trunk as x7s gather around him with a young Zack holding a gun and young Max standing next to him.)

(Logan makes his way through the woods and finds Max laying on the ground.)

Logan: Max.

(Logan holds Max's upper body.)

Logan: Max. Oh, God. Okay, it's okay. You're going to be okay.

(Logan takes a look at Max's wound. He can see she has sustained a chest wound.)

Logan: This isn't bad.

Max: Logan...

(Max smiles.)

Logan: It's okay. You're going to be all right.

Max: I'm sorry.

Logan: No, no, no, no. No, we're going to get you out of here. Okay, it's going to be all right.

Max: There's something I've got to tell you. I should've said something a long time ago.

(Max starts to cry.)

Loagn: It can wait.

Max: Logan...

Logan: Max.

(Max rolls her eyes back and closes her lids. Her head falls back a bit.)

Logan: Max... Max... Max. No. Max. No.

(Logan Sobbing )

(Lydecker finds Logan and Max. He checks Max for a pulse.)

Lydecker: She's gone.

Logan: I'm going to get her back inside.

Lydecker: No.

Logan: They can fix her up in there.

Lydecker: Listen, I know how you feel, son, but you've got to let her go.

(Lydecker knocks out Logan wuth the handle of his handgun.)

(The scene shifts to Krit and Syl returning to the van as Lydecker is putting Logan's body inside.)

Krit: They got Zack.

Syl: Max?

Lydecker: K.I.A. Let's move out.

(Inside the infirmary at Manticore, Doctors and nurses are pushing Max into the surgery room.)

Male Doctor: She's got a gunshot wound to the left upper chest. No pulse. Been doing CPR for six minutes. I'm going to incubate.

Female Doctor: She's in de-fib. I've got to crack her chest.

Male Doctor: Rib spreaders.

Female Doctor: One amp EPI given.

(Zack is being rolled in on a stretcher.)

Zack: Max!

Female Doctor: Internal paddles.

Male Doctor: Charge to 30.

Female Doctor: Charge.

Male Doctor: Clear!

( Heart beating )

(The screen turns black and a series of images flash on screen. A shot of Max's eye opening. The black crow flying around. A shot of Logan and Max looking at each other. Max hugging Tinga after the glass case shatters. A shot of the Blue Lady (Virgin Mary). Logan and Max kissing. And then back to a black screen.)

( flat line tone sounding )

(The camera is on Max at the surgery table. Zack is struggling to get off of his stretcher. Madame X walks in.)

Male Doctor: 30 again.

Female Doctor: Charge.

(The female doctor is holding the paddles.)

Male Doctor: Clear.

(Heart beating)

(With the heart beating in the background, the screen turns black again. Another set of images begin to flash. A shot of Max's eye. Max and Zack sitting by the fire in the cabin. Another shot of Max's eye. Max crying after she had just killed Ben. Max crying in the shower after she slept with Rafer. Young Max hiding under the frozen pond during the x5 escape. Logan and Max dancing during the dream sequence. And back to a scene of Max on the surgery bed. A flat line tone sounds )

(The scene shift to a image of a flat line on the heart monitor.)

Madame X: What's her condition?

Male Doctor: The bullet went clean through. Her right ventricle is collapsed. She's gone.

Madame X: Is there damage to any other organs?

(The male doctor shakes his head.)

Madame X: Prep her for harvesting.

Zack: No.

(Zack gets free from the stretcher and takes out a soldier. He takes the soldier's gun and grabs Madame X while pointing the gun at the doctors. Zack looks at the doctor.)

Zack: Bring her back!

Male Doctor: Her heart's too badly damaged.

Zack: Then transplant her.

Male Doctor: There's nothing in the donor bank.

Zack: Then you need a donor.

(Zack points the gun at Madame X.)

Madame X: It won't do her any good. She's an x5. She needs an x5 heart.

(Zack pushes Madame X away and goes next to Max.)

Zack: Fight them, Maxie.... promise me you'll fight them.

(The whole medical staff is watching Zack. Madame X is also watching. Zack stands up and points the gun to the temple of his head.)

Zack: X5-599, I've got a heart for you.

(Madame X is watching in shock.)

(A gunshot rings out. )

(Zack falls across Max body.)

( beeping )

(Scene shifts to a screen showing a healthy heart rythm . Max is starting to wake up and trying to move on a bed she is strapped into.)

Madame X: Careful. You'll pull a stitch.

(Max is inside a room in Manticore infirmary with machines around her.)

Max: Where am I?

Madame X: I think you know.

Max: You won't win. I'll never be one of them again.

(Madame X puts a stethoscope over Max's chest to her hea heart beat.)

Madame X: Listen to that. That's strong, isn't it? That is the heart of a soldier.

(The scene cuts to the heart monitor.)

Madame X: A leader. A martyr.

Max: Turn it off.

(Madame X turns up the volume.)

Madame X: He was quite a man, your brother, Zack. He must've loved you very much...

(Monitor with Max's heart beat)

Madame X: ...to make this sacrifice.

Max: Turn it off!

Madame X: But isn't it comforting to know that a part of him lives on in you? And that you've both come home to us? To me?

(The monitor shows Max's heartbeat stable. )

(Madame X leaves the room. There is an overhead shot of Max's head upside down. The camera zooms in on Max's eyes. The scene shifts to the top of the Space Needle where Logan is sitting and reflecting.)

Logan: Sometimes it seems like it happened to someone else...like maybe it was a story I heard. Even though I know what happened, sometimes I can't help feeling that she's not really gone..that she's still out there. And I just hope she's okay.

(Season One Ends.)