(Opening scene: We see two men unlocking and opening a gate. One man is carrying a box of apples ahile he and the other man are talking in Spanish. They enter the bodega. The man with the apples puts it in the fridge, while the other man puts on an apron and walks towards the freezer.)

Julio: Hey! Hey! Se te olvido cerrar esto anoche.

Julio: Aaron.

(We see that the lock of the freezer is broken and is lying on the ground by the freezer door. Julio goes in. We see Brin sitting on the floor frozen. Julio calls out to the other man.)

Julio: Fico! Fico! ¿Que? Ay bendito, si es una nena.

(Fico and Julio make the sign of the cross as the bend down to check Brin for a pulse.)

Fico: Ay bendito, si es una nena.

(The two men gasp as Brin's eyes open. She gets up and runs out of the freezer. The two men come out to the front of the store and watch her run.)

(Scene cuts to Brin is running down the alley. She stops in the middle, uses her enhanced vision, looks back, and then faces towards the front again. We see a barcode on the back of her neck.)

(Scene cuts to Jam Pony. Normal is at the front desk spraying down the counter as Herbal is coming in.)

Herbal: Morning, Normal. I and I need to take a personal day next Friday.

Normal: You and who need to do what?

(Normal walks away from the counter to a messageboard as Herbal follows behind.)

Herbal: 'Tis the 75th anniversary of the great Bob Marley's birth and I'd like to attend the memorial concert they having out there in Portland for him.

(Normal tac's up a message and returns back to the front counter.)

Normal: Yeah, well, I'd like to take off every June 12, but I don't.

Herbal: What's June 12?

Normal: June 12 is the birthday of my personal hero and perhaps the nation's greatest visionary George Herbert Walker Bush. Born 1924, in what used to be called Milton, Massachusetts... before the Pulse. Sketchy, get your tail over here.

Sketchy: I'm on a break.

(Normal holds out a jacket. As Max and Original Cindy are walking their bikes in.)

Normal: Shut up. Put this on.

Sketchy: What is it?

(Normal puts the jacket on Sketchy.)

Normal: It's the shape of things to come my friend. This is the prototype for the new…Jam Pony safety jerkin which each of you will soon be required to wear at all times.

Original Cindy (reading back of jacket): "Jam pony-ride with pride."

Normal: That's right. I designed it myself.

Max: I can tell.

Normal: Ah…It will make our riders more visible to other vehicles and lend a more uniform appearance to the generally scruffy look of you bums.

Sketchy: Even though people are hungry out there, they will throw food at us if we wear something this bogus.

Normal: You'll wear it and you'll like it. You can also say good-bye to the graffiti in this place and hello to a nice fresh coat of institutional beige, as well as digital locators so I can keep tabs on you deadbeats at all times.

(Normal walks to the back of the counter.)

Max: Where's the money come from to pay for this fascist, wet dream of yours, Normal?

Normal: From our soon-to-be new owner, Mr. Gurmook Sivapathasundaram, who's on his way from Bangalore, India, as we speak.

Original Cindy: He's buying this place?

Normal: Yes, as an investment, and he's empowered me to institute a wide range of reforms to get Jam Pony running more efficiently.

Max: Maybe you should start with fixing the can in the Ladies room.

Normal: Well, in due course. First order of business, I want all unauthorized signage graffito and the like, removed from your lockers. I don't want Mr. Sivapathasundaram walking in here and finding a great big, fat mess.

(Scene cuts to a telephone booth in front of an run down gas station. Brin is talking on the phone.)

Brin: Hey, it's me, Brin. I know I'm not supposed to contact you, but I had no choice. I had a close call with Lydecker's people in L.A. I need your help. I'll explain everything when I see you.

(A pause)

Brin: When? I'll be there.

(Brin leaves.)

(Scene cuts to Lydecker and McGinnis talking by the water edge with the sun setting in the background. Mcginnis is smoking.)

John McGinnis: Nice view.

Lydecker: Oh, yeah. Nice day. You look like hell.

John McGinnis: We have a problem we could use your help with.

Lydecker: You know I'm always happy to do what I can.

John McGinnis: Familiar with the Vatican situation?

Lydecker: Only what I read in the paper.

John McGinnis: New Pope's come out against our friends in the Italian parliament. He's popular. Keeps at it, he's going to bring down the whole Mediterranean coalition.

Lydecker: Consider it done.

John McGinnis: Can't have any accountability.

Lydecker: You know my kids. Have they ever let you down?

(McGinnis breathes in deeply.)

John McGinnis: You know, I appreciate everything you've done for us.

Lydecker: Maybe you can do something for me. See if you can get the committee to come up with more funds so I can bring Manticore to stage three.

John McGinnis: I'm behind you on this. You know it, Deck…But with these people it always comes down to the same thing X-5. I need to be able to tell them that you're making progress.

Lydecker: What do you think I'm in Seattle for, the weather? I'm closing in on one right here in the city.

(Scene cuts to Max riding on her motorcycle at night. Next we see Max at her apartment pushing her bike into the apartment.)

Max: Kendra?

Max (reads a note left by Kendra): "Mr. Multiples is back in town."

(Max sees shards of glass from the window laying on the floor. Max spins an does a high kick, stopping inches from Zacks a bloody face.)

Max: Oh, god. Zack?

Zack: Lydecker...

(Scene cuts to a flash back by Zack. In a alley, Brin and Zack are walking towards each other. Two SUVs come from both ends. The SUV on Zack's side cuts him off. The SUV on Brin side the men come out and shoot Brin down, capture her, and take off. Zack is nearly run over by the SUV on his side as the are backing up. Zack leaps and is barely able to avois injury but the second SUV runs Zack down.)

Zack: …I tried to stop him…

(Flash back ends.)

(Scene cuts back to Zack inside Max's apartment.)

Zack: But they got Brin.

(Zack falls down to the floor, and Max catches him.)

(Scene cuts to Logan's apartment. Zack is on a table as Bling is checking him over.)

Bling: Let's have a look.

(Zack grabs Bling's arm while Bling is trying to examine Zack's wounds.)

Zack: You need to back off.

Max: It's okay. He's a friend.

(Logan comes in.)

Zack: Another friend?

Logan: That's right.

Zack: Why did you bring me here, Max? I came to you for help.

(Zack sits up.)

Max: And that's what you're getting. Now, tell us what happened to Brin. You said Lydecker had her.

(Zack looks at Logan.)

Max: He knows all about who we are.

Logan: I want to help you.

Max: You can trust him. Tell us what happened.

Zack: She got careless. She got caught. End of story.

Max: What's that supposed to mean?

Zack: She's gone, Max.

Max: So, we're just going to let Lydecker have her?

Zack: You want us to go after her and give him a shot at a hat trick?

Max: We can't just do nothing.

Zack: We're not going to breach op-sec for some half-assed rescue attempt. You need to accept what happened and move on. Is that clear?

Max: You're my C.O., Zack. You can worry about op-sec for the both of us, but I'm going to do whatever it takes to get her back.

Zack: Yeah? How? She's probably halfway to Manticore by now.

Logan: I don't think so.

Zack: Stay out of this.

Logan: In case you haven't caught on, this girl is going to do what she's going to do no matter what you or anyone else says. So, you've got two choices-back off or pitch in.

Max: What he said.

(Logan is typing on his laptop.)

Logan: Now, the way I figure it, you don't just put a genetically-enhanced killing machine on the next bus to Manticore and since I'm not finding any record of military convoys leaving the city, or any unusual air traffic, I'm thinking there's a chance she's probably being held somewhere here in Seattle-maybe at Lydecker's forward base of operations.

Zack: Yeah? Well, where's that?

Logan: Give me a minute.

(Scene cuts to the bar. Sketchy hops over a railing and sits with Original Cindy and Herbal at a table.)

Sketchy: You guys want to head back to Jam Pony?

Original Cindy: He can't.

Herbal: Not for a half hour.

Sketchy: Why not?

Herbal: Normal said if I made two more runs before lunch, he going to make me employee of the week.

Sketchy: Oh, that's awful. Normal's really starting to terrify me.

Original Cindy: For real.

Sketchy: If he's allowed to go unchecked, we are a heartbeat away from compulsory urine testing at Jam Pony.

Herbal: What would he be testing for?

Original Cindy: Knowing Normal, probably flavor.

Sketchy: If this deal with this Indian dude goes through, Normal gets more power, control and the money to back it up… We better start looking for new jobs.

Herbal: Only there aren't any.

Original Cindy: Everything was chill until this Sivapatha-Cinderella decided to make Jam Pony part of his business empire.

Sketchy: Maybe he'll change his mind when he sees the place.

Original Cindy: Or maybe… We can help him.

Sketchy: What do you mean?

Original Cindy: I don't know. Original Cindy got to think this bitch through.

(Scene cuts back to Logan's apartment. Logan is on his computer as Max and Zack are looking over his shoulder.)

Logan: Our friend Lydecker's a first rate spook. Whatever operation he's got going here, he's covering it up pretty good.

Zack: Did you look in the yellow pages under "black helicopter operations"?

Logan: Oh, another Manticore wit.

Max: Okay, so we can't find his crew. Maybe we can find his crib or where he hangs. Maybe he's part of a bowling league or something.

(Logan brings up some information on the computer.)

Logan: Here are his D.O.D. Records. "Donald Michael Lydecker." "Born 1968. Enlisted in the army right out of high school. Married his hometown sweetheart."

Max: Oh, touching.

Logan: "Accepted to O.C.S."
"Graduated top of his class. Assigned to third ranger battalion. Saw action in Panama, Kuwait, Somalia… Made captain. Assigned to delta force. Legion of merit, purple heart…"

Max: Yeah, yeah, we get the point.

Logan: Looks like he was on the fast track until '95. Wife was murdered. Killer was never found.

Zack: Probably did it himself.

Logan: His behavior became erratic. Half a dozen disciplinary infractions: "Insubordination, disorderly conduct… D.U.I." Bought himself a dishonorable discharge and last but not least, an ADAP admissions form from 1996.

Max: "ADAP"?

Logan: Alcohol and drug abuse program-rehab for military personnel.

Max: Program must've turned things around for him if he was assigned to head up Manticore. He's probably still working it.

Logan: As in, "My name is Don. I'm an alcoholic"?

Max: Place to start. You coming?

Zack: And our objective is what all the black coffee we can drink?

Max: Find the man. He'll lead us to our objective… Or did you sleep through recon 101?

Logan: Notwithstanding what I told G.I. Joe, here, you do realize that you're going after a man who's spent the last ten years trying to hunt you down.

Max: I've spent the last ten years looking for him… And Brin and the others. It's what's kept me going.

Logan: Just make sure it's not what gets you killed.

(Max leaves. Zack hangs back for a sec looking at Logan.)

(Scene cuts to Jam Pony. Normal is at the counter as Sketchy come toward him with a mop.)

Sketchy: Do you need me to wash the floor again?

Normal: No, the floor looks clean.

Sketchy: Yea, but we want Jam Pony to be all it can be for when Mr. Sivapathasundaram gets here, right?

Normal: Right.

(Original Cindy comes to the counter.)

Original Cindy: Is there any special dress code for tomorrow?

Normal: No, as long as you look businesslike.

Original Cindy: Maybe I should lose the afro puffs. I don't want to come across too… Ethnic.

Normal: You'll have to use your own judgement on that.

Original Cindy: I know that India can be a really conservative place when it comes to the role of women and sexuality and so forth, but when Mr. Sivapath…

Normal: Sundaram.

Original Cindy: When he looks at me, he's going to see a hardworking employee not some diesel-domme, trolling for flat-tailed obedient, white bottom-girl to be my love toy and you got Original Cindy's word on that.

Normal: I appreciate that. That's enormously comforting.

(Herbal comes by the counter and brings a cup of coffee.)

Herbal: Your employee of the week made some blue mountain coffee fresh from Jamaica to show my appreciation for the honor.

Normal: Thank you, Herbal. That's very, very thoughtful of you.

Herbal: So, what you tink? I should more or less hang out in the background in case this Supapapa…Supaman have a problem understanding I and I or something like that?

Normal: I think that, uh… Mr. Sivapathasundaram is going to be pleased, as I am by the fact that we've all pulled together here, huh?! Look at that. A little hard work never hurt anybody.

Sketchy: Bip, bip, bip.

(Normal takes a sip of the coffee that Herbal gave him.)

Normal: That's yummy.

(Scene cuts to ADAP meeting, Lydecker is on the podium. .)

Lydecker: I'm an alcoholic. My name is Don.

ADAP Members (in unison): Hi, Don.

(Lydecker looks at each of the members.)

Lydecker: I'm new in town. I have some business here and I've been coming to this meeting for the last couple weeks. I've listened to a few of you stand up and tell your stories and tonight, I'd like to take my turn. Drinking damn near destroyed my life. I woke up one morning, took a look around… I was lying on the floor. I decided never to touch another drop. I've been sober ever since. I hear a lot of you talk about taking things one day at a time. As far as I'm concerned, that's a cop-out. You make a decision and you take charge of your life. You don't need a higher power to help you. You don't need a sponsor. What you need is strength of mind, willpower and character. Alcoholism is not a disease. It's a failing. You've turned it into a church. You worship at the altar of self-pity. I come to these rooms for one reason. To remember what I don't want to become… Helpless, impotent and weak. Thank you. As you were.

(Scene cuts to Lydecker leaving the ADAP meeting and going to his SUV.)

(Max comes up from behind Lydecker, puts arm around his neck, and puts him in the backseat of his SUV. Zack comes up on his motorcycle.)

Zack: What the hell are you doing?

Max: Follow me.

(Max gets into the SUV.)

(Scene cuts to Normal at his apartment. He comes out of the bathroom, flushing the toilet and spraying air freshener in the air. He is on the phone with Original Cindy.)

Normal: Has Mr. Sivapathasundaram showed up yet?

(At Jam Pony Original Cindy is holding a box of "Final Lax".)

Original Cindy: Not yet, boo. So, you're not feeling too good, huh?

Normal: I can honestly say I haven't felt this ill since I had cholera as a small boy. Listen, tell Mr. Sivapathasundaram I'm going to be there as soon as humanly possible.

Original Cindy: You do your business. Force the fluids and let Original Cindy worry about Mr. Sivapathasundaram. Peace. I'm out.

(Normal hangs up the phone and runs to the bathroom.)

Normal: Oh, god!

(At Jam Pony, Original Cindy puts down the box of "Final Lax".)

Original Cindy: Gross. Damn, this stuff is strong.

(Sketchy enters Jam Pony with Mr. Sivapathasundaram.)

Sketchy: Jam Pony was founded way back in 1999 by an aspiring hip hop M.C. named Bootney Lee Farnsworth as a way to make ends meet.

Mr. Sivapathasindaram: Excuse me. The man I'm supposed to meet Mr. Ronald, where is he?

Sketchy: Well, Mr. Ronald had a medical emergency and has asked me to familiarize you with our operation in his absence. This way, please.

(Sketchy leads Mr. Sivapathasundaram to the Jam Pony dispatch desk.)

Sketchy: Over here is the nerve center of Jam Pony, our dispatch desk.

Original Cindy(talking to a Jam Pony messenger): Hot run to consolidated bacterial research. Careful with that.

Sketchy (to Mr. Sivapathasundaram): We are bonded to transport live viral and bacterial agents as well as organ-transplant material. I myself delivered a human brain to a waiting recipient just last week. It was very gratifying.

(Herbal rides in and bumps into a fellow messenger who drops a package that starts to leak out blue gas.)

Jam Pony Messenger #1: Poison!

Jam Pony Messenger #2: Get out of here!

( Herbal starts spewing green stuff from his mouth and gagging)

Sketch: Herbal!

(Sketchy grabs Mr. Sivapathasundaram and pushes him toward the backroom. He locks all the doors in the room.)

Sketchy (to Mr. Sivapathasundaram): Out the back! Come on!

Sketchy: What the hell?!

Mr. Sivapathasindaram: We have to get out of here!

Sketchy: We can't go back in there! We're just going to… We're going to have to stay here until help arrives, all right? We're going to be okay.

(Scene cuts to an abandoned warehouse where Lydecker is blindfolded and tied to a chair.)

Zack: Max, that wasn't the plan.

Max: I saw an opportunity. I took it.

(Max and Zack walk towards Lydecker. Max splashes some water on Lydecker.)

Lydecker (gasps)

Max: A group of men in black SUVs kidnapped a girl yesterday on Waverly Avenue-your men. We want to know where they took her.

Lydecker: You must have me confused with some…

(Zack hits Lydecker in the face.)

Zack: Tell us where she is, Lydecker or you are going to have a very long day.

Lydecker: I'm just a businessman.

(Zack punches Lydecker in the stomach.)

Zack: Where is Brin?

Lydecker: Brin? You're one of them. One of mine. X5. Nobody else would know the names you kids called each other.

Max: Where is she?

Lydecker: I don't have her.

(Zack hits Lydecker on the face again.)

(Lydecker laughs.)

Lydecker: You're still angry. You haven't changed much have you, Zack?

Max: We'll play "pin the name on the barcode" later. Answer the question.

Lydecker: And who might you be? Jondy, maybe? Tinga? Max? Listen up. I don't want to see Brin fall into enemy hands any more than you do.

Zack: You are the enemy.

Lydecker: I told you, Zack. I don't have her.

(Zack hits Lydecker on the face again.)

Zack: Stop lying.

Lydecker: You put your prisoner in a threatening environment and then you use threats and verbal abuse to try and weaken him psychologically.

Max: Shut up!

(Lydecker tries to lift his arms up, but Zack strikes him.)

Lydecker: And eventually, you'll employ non-verbal techniques, including torture.

Max: I said shut up!

Lydecker: Why don't we just cut to the chase and…

(Lydecker gruntsa as the sound of bone cracking is heard.)

Lydecker: One down, nine to go. What do I have to do to have you accept that I'm telling you the truth? I don't have her.

Max: Then who does?

Lydecker: Any number of foreign governments would love to get their hands on Manticore technology.

Max: You're saying someone kidnapped her so they can sell her to the highest bidder?

Lydecker: Is that so surprising? Each one of you is worth millions.

Zack: Why should we believe you?

Lydecker: A weapon system like Brin doesn't come up for sale everyday. Let me contact my people. We can find out who's brokering the deal. Think about it.

(Max and Zack walk away)

Max: What do you think?

Zack: We should kill him right now and take the win.

Max: I think he's telling the truth. He doesn't have her.

Zack: You're not seriously buying into that crap?

Max: It's plausible. We should check it out. Logan has contacts with the military. Maybe he can shake something loose.

Zack: Go, I'll stay here and work on Lydecker.

Max: I think something tragic might happen while I'm gone. You should take point with Logan.

(Zack walks away.)

(Scene cut to the backroom of Jam Pony. Mr. Sivapathasindaram and Sketchy are huddled together.)

Mr. Sivapathasindaram: We're going to die terrible, horrible deaths like those poor kids out there.

Sketchy: No… A disaster of this magnitude, I got to believe help is on the way. Then again, with the Seattle economy in ruins and resources stretched so thin it could be awhile. I just kind of depends.

Herbal (over bullhorn): Your attention, please. This is sergeant Peterson of the Seattle Police department.

Mr. Sivapathasindaram: Thank god.

Herbal (over bullhorn): We have been advised by the center for disease control that this building is under full quarantine. Anyone attempting to leave the building will be shot on sight. Thank you for your cooperation.

(Scene cut to dispatch desk of Jam Pony. We see that the man behind the bullhorn is Herbal.)

Herbal: How was dat den, hey?

Original Cindy: Cool.

Herbal: All right. Cool.

(Scene cuts back to the backroom of Jam Pony as Sketchy and Mr. Sivapathasindaram are pacing abcak and forth.)

Sketchy: We just better hope they don't torch the whole building like those villages in Africa with the ebola.

Mr. Sivapathasindaram: We cannot just stay here and die like dogs!

Sketchy: There's some steam tunnels under the building. If we could get down there, we might be able to get past the police perimeter.

Mr. Sivapathasindaram: It's better than being incinerated here.

Sketchy: We're going to need something to cut with!

(Mr. Sivapathasindaram searches the nearby shelves desperately for something to cut the lock with.)

(Scene cuts to Logan's apartment. Logan is talking into his headset.)

Logan (on the phone): My guy's in a time crunch on this so get back to me ASAP. I'll be here.

Logan (to Zack): We've got a lead. My contact's got to confirm some details, get back to me. Risky piece of business grabbing Lydecker.

Zack: It wasn't the objective. Max caught a bad case of mission creep.

Logan: And now you've caught a tiger by the tail. You'll look out for her, right?

Zack: It's not something anyone has to ask me to do. It's my responsibility to look after all of them. If I would have done my job, Brin wouldn't be in this jam.

Zack: So, what is it between you and Max?

Logan: I don't know. Something. I just don't know what.

(The phone rings and Logan answers.)

Logan (phone): Yeah. What do you have for me? You got this how? Appreciate the help.

Logan (to Zack): Okay, the Chinese military has been trying to procure bio-synth technology on the black market for the last few months. Word is the order's been filled. A deal's in the works.

Zack: So, Lydecker was on the level.

Logan: Looks like it. Operation's being run by a Major Jake Sanders. Works out of Fort Xavier, abandoned base just outside of town. Guy's gone rogue, runs his outfit like his own private fiefdom.

Zack: Where is this place, exactly?

(Logan hands Zack the map)

Logan: 13½ miles northwest of here. F.Y.I., It's a secure installation as in lots of guys with guns. There in it for the money and they'll kill for it.

Zack: This is what we do. We're soldiers. You really worried about Max? The biggest threat to her safety is you.

Logan: How do you figure?

Zack: She should have gotten the hell out of Seattle a long time ago. She knows it's not safe here, but she stayed anyway, because of you. She ignored her training and let her judgment be clouded by feelings and emotions. And one day it's going to get her killed.

(Scene cuts back to the abandoned warehouse. Max is sitting across from Lydecker with the back end in front of her.)

Lydecker: Can I have some water, please?

Max: Fresh out. I'd spit on you but, it'd be a waste of good saliva.

Lydecker: I recognize the voice now. You're the journalist from the genetics conference. Rachel... Glasser, wasn't it? How severe are they? The seizures, I mean.

Max: Bad sometimes.

Lydecker: We have treatments now, you know.

Max: Do you make house calls, or should I go to Manticore for my meds?

Lydecker: Would it really be as bad as all that?

Max: How can you even ask me that? You tortured us, beat us down.

Lydecker: You were in training to become a soldier.

Max: We were children.

Lydecker: And you're remembering it through a child's eyes.

Max: I remember Eva dead on the floor shot by the gun in your hand.

Lydecker: You'll never know how much it pained me to have to do that.

Max: Spare me.

Lydecker: It was the best of you that ran away that night.

Max: Yeah, well, we wanted to start a rock band.

Lydecker: Do you want to spend your life running?

Max: What I do.

Lydecker: Well, you don't have to, you know. You can always come home.

Max: Get it through your head--I'd rather die than go back there.

(Zack comes back.)

Zack: Catching up on old times? He's right. She's being held at Fort Xavier.

Lydecker: That's Jake Sanders' command. I can't believe it. We served together.

Zack: Well, we'll be sure to send him your regards.

(Zack gives Max a map of the base.)

Zack: Here's a layout of the base.

Max: We'll move out when it gets dark.

Lydecker: You'll never get out of there alive. Listen to me. I know Sanders. I can get on the base. I can call an attack team.

Zack: And then what? Take her back to Manticore?

Lydecker: I would give my life... rather than to see Manticore technology end up in the hands of the enemy.

Max: You may have a chance...you're coming with us.

Zack: What?

Max: With him along, we can waltz right through the front doors.

Zack: He'll double..cross us in a heartbeat.

Max: He may want to, but he can't. We're the only hope he has to get brin away from sanders. Isn't that right, Donald?

(Max is about to take off Lydecker's blindfold.)

Zack: He'll know what we look like.

Max: We'll worry about that
when we get Brin back.

Zack: For the record,
I don't like this.

Max: Noted.

(Max takes off Lydecker's blindfold. Lydecker sees Max and Zack. Zack points a gun at Lydecker.)

Max: One wrong move...You're an organ donor.

(Scene cuts to Max, Zack, and Lydecker arriving at Fort Xavier in Lydecker's SUV. A guard at the gate come out and questions them.)

Max (to Lydecker): Keep it simple.

Gate Soldier: Base perimeter has been sealed until further notice.

Lydecker: I'm here to see Major Sanders.

Gate Soldier: I'll have to ask you to turn your vehicle around.

Lydecker: Just get on the horn, corporal and tell him Don Lydecker is here to see him. I'll be right back, Sir.

(Guard goes away and returns.)

Gate Soldier: The major's in the mess hall. Sir, he's asked that you join him there.

Lydecker: Good job, corporal.

(The corporal salutes and the gate opens up and the SUV enters.)

(Scene cuts to Max, Zack, and Lydecker inside the base, walking towards the cafeteria.)

Major Sanders: Holy crap on Tuesday's toast--Don Lydecker. How the hell are you?

Lydecker: Good to see you, Jake. It's been too long.

Major Sanders: How's the spook business?

Lydecker: Listen, is there someplace we can go to talk?

Major Sanders: Something wrong with right here?

Lydecker: You might think so when I tell you what I have to say.

Major Sanders: Shoot.

Lydecker: You've got one of my kids, Jake.

Major Sanders: I don't know what you're talking about.

Lydecker: You're planning on selling her to the PRC and it kind of worries me.

(Major Sanders snaps his fingers and all the soldiers are on their feet with their firearms towards Max, Zack, and Lydecker.)

Major Sanders: Pat them down. I thought you might have a problem with this. I know how touchy you are about your kids.

Lydecker: You've got it all wrong, Jake. I'm not here to make trouble..I want in.

Major Sanders: You never fail to surprise me, Deck.

Lydecker: Times are tough. We all have to plan for our retirement.

Major Sanders: The problem is, I already got the merchandise. I just cannot see your leverage here, Deck.

Lydecker: These kids wouldn't exist without me. Like the two I brought with me to sweeten the pot.

Major Sanders: Really?

(Scene cuts to the backroom of Jam Pony.)

Mr. Sivapathasindaram: It mustn't end like this. I have yet to make my pilgrimage to the holy city of Benares and bathed in the Ganges.

Sketchy: You're not going to die, man and neither am I. We both got too much to live for. I always wanted to learn how to swim, sleep with two girls at the same time. You ever done that?

Mr. Sivapathasindaram: Yes.

Sketchy: Way to go, Mr. Sivapathasundaram.

(Scene cuts to Jam Pony dispatch desk. Normal comes in and is greeted by Original Cindy.)

Normal: Where's Mr. Sivapathasundaram?

Original Cindy: He was a no-show.

Normal: Did he call to say he was running late?

Original Cindy: Nope.

Normal: Oh, for crying out loud.

(Normal groans and hunches over.)

Original Cindy: You really should go home and rest. If he calls, I'll let you know.

(Normal gets back up and starts walking)

Normal: Hey, when I want your advice, I'll ask for it, all right?

Original Cindy: Where are you going?

Normal: I'm going to get Mr. Sivapathasundaram's number off the bulletin board in the back if that's okay with you.

Original Cindy: Just asking.

Normal: Fill in for a couple hours, get a little taste of power it goes straight to your head.

(Scene cuts to Mr. Sivapathasundaram and Sketchy escaping to the outside through the vent. They get inside a car.)

Mr. Sivapathasundaram: Thank god.

Sketchy: Guess you can postpone that skinny dip in the Ganges for a while, eh, Mr. Siva…

(Sketchy starts Retching )

Mr. Sivapathasundaram: Get away from me. Get outta here!

(Mr. Sivapathasundaram pushes Sketchy out of the car.)

Mr. Sivapathasundaram: Get off. I'm getting out of here.

(Mr. Sivapathasundaram drives away.)

Sketchy (laughing): Yeah!

(Scene cuts to Fort Xavier. Soldiers are walking Max and Zack to their cells in the brig.)

Major Sanders: Good timing, you showing up with those two now.

Lydecker: How do you mean?

Major Sanders: Well, maybe you should see for yourself.

(We see an aged Brin on a cot inside a cell.)

(Brin breathing weakly )

Max: Brin? Brin, it's me, Max.

(Brin sees Max and Zack, but her vision is a bit blurred.)

Brin ( Weakly ): Max? Is it really you?

Zack: We're here, baby sister.

Brin: Zack...You came for me.

Max: What's wrong with her?

Lydecker: It's a form of progeria similar to Werner's syndrome. It's a spontaneous, rapid mutation of the genome, expresses in the form of highly accelerated aging. Three of the x5 group developed it. She's the fourth. As far as I know. We're going to need to ice her down to bring down her core temperature, slow down her metabolic rate.

Major Sanders: She going to last long enough for me to lay her off to my clients?

Lydecker: Two or three days, maybe.

Major Sanders: All I really need is to have her breathing when the taillights disappear in the morning. But, Deck, they're not going to want to pay much for damaged goods.

Lydecker: Dead or alive...Her genetic code is worth millions. And besides, we have the other two to sell. They're the top of the x5 group.

Max: Do you know something, Don? I've always wondered what drove you to hunt us down all these years. I thought maybe you were afraid of your dumbass fed job. Or was it a whacked sense of patriotism? Or professional pride because you felt like such a chump for losing us in the first place? But now I know. You're just a bottom-feeding pimp, peddling flesh for the Benjamins.

Lydecker: It's a little more complicated than that. Permission to address your men?

Major Sanders: Go right ahead.

Lydecker: All right, listen up. Under no circumstances is anyone to interact with the prisoners. Handling them requires special training which you don't have. Do not open their cell. And under no circumstances allow yourself within arm's length of them. Understood?

Major Sanders: Same old Deck.

Lydecker: Next time we do this...We're going to have to have more men in here.

(Lydecker and Sanders leave.)

Zack: Told you he'd double..cross us.

Max: Never fails to disappoint, does he? I got an itch. Any of you fellas want to scratch my back?

Brig Guard 1: Yeah, right.

(Max starts gnawing at the rope around her hands with her teeth.)

Brig Guard 1: Hey...Cut it out.

Max: Oh...You going to shoot me? 'Cause i don't think your boss would be too happy about that.

(Max continues to work on the rope.)

Brig Guard 1: I said cut it out!

(Max successfully gets the rope off.)

Max: Relax. Or do you want me to gnaw through your bars? Oh, much better.

(Scene cut to Major Sander's office.)

Major Sanders: I've got...Scotch, scotch and...Scotch.

Lydecker: Just water, please.

Major Sanders: Oh, that's right, I forgot. Well, let's get down to business, huh? I got the sick girl on my own so I don't figure you deserve a cut. As for the other two I'll give you...20% for bringing them in.

Lydecker: Fifty percent.

Major Sanders: Half?

Lydecker: Of all three.

Major Sanders: Come on. I got the buyers. I got the safe place to make the exchange and I've got your blue-ribbon thoroughbreds locked in my brig. So what is it exactly do you think you've got that's worth half?

Lydecker: What I've got...Is a lot more where they came from.

Major Sanders: Well...You know, when you put it like that...Ice?

Lydecker: Sure.

(Major Sanders turns away.)

Lydecker: So, have we got a deal?

Major Sanders: You know, Deck I've known you too long to quibble over percentages.

(Major Sanders grabs a gun from the ice box behind his desk and turns back to face Lydecker.)

Major Sanders: Life's too short

(Lydecker stabs a knife in Major Sanders just before Major Sanders pulls the trigger.)

Lydecker: That it is.

Lydecker (speaking into his cell phone): This is command. Authorization code longbow portent.

(Scene cuts back to the Bring. Max has just hung herself on the prison bars in the cell.)

Zack: Max! Max, no! No! Get her down! Hurry!

Brig Guard 1: Open the door.

Brig Guard 2: I'm not opening it.

Brig Guard 1: She's not worth anything dead. Open it.

Zack: What the hell are you waiting for?! Get her down!

Brig Guard 2 (on walkie-talkie): Major Sanders, we have a situation.

(Lydecker grabs the walkie-talkie from Major Sanders' pocket.)

Lydecker: This is Lydecker. Over.

Brig Guard 2 (on walkie-talkie): Where's the major?!

Lydecker: He's in the can. What's the sitrep?

Brig Guard 2: One of the female prisoners hung herself.

Zack: Do something!

Brig Guard 1: Open the damn door. Do it now.

Brig Guard 2: Watch the others.

Brig Guard 1 (to Zack): You...Face the wall.

(Scene cuts to Lydecker running down the hall.)

Lydecker (speaking to walkie-talkie): Do not... I repeat, do not open those cells.

Brig Guard 1: On your knees. Hands behind your head.

(Soldier points his firearm in Zack's direction.)

Brig Guard 1: Hands behind your head!

Max ( Kicks and punches )

Brig Guard 1: Oh! Oh!

(Max and Zack fight off the soldiers and escape with Brin.)

Max (to Brin): We're going to get you out of here, okay?

(Scene cuts to Manticore hummers entering the base.)

(Scene cuts to Lydecker lookig at the brig area.)

Lydecker (on walkie-talkie): I know you're monitoring comms...I trained you to. There's no sense... Running. You'll never make it.

(Max, Zack and Brin are near the exit of the brig.)

Max: Why, because you brought in your men? You think I didn't know you'd betray us, then turn around and betray Sanders?

Lydecker: If you take Brin, she'll die. You can't do anything for her. Let my people take care of her. They've done it before...With other x5s.

( Scene cuts to Manticore soliders pulling up and starting a fire fight with base personnel.)

(Scene cuts back to Max, Zack and Brin leaving the Brig.)

Max: Oh, the sweet sound of gunfire. You guys go ahead and duke it out. We've got to split.

(Scene cuts to outside the base, Manticore soldiers and Sanders soldiers are still fighting it out. Zack is shooting with a firearm, while Max runs with Brin. Theyt get into a SUV and drive away.)

(Scene cuts to Manticore soldiers shooting at the SUV as it flees the area. )

(Scene cuts to the interior of the SUV. Max is in the back seat holding a walkie talkie and Brin is in her lap.)

(Brin gasping breath )

Max: Hey, girl.

Lydecker (on walkie-talkie): I know you can still hear me. That's pretty impressive...How you got away. I am very proud of you.

Max: Gee, thanks, dad.

Zack: Turn it off.

Lydecker (on walkie-talkie): Please, listen to me. Brin doesn't have much time. Help me get her to Manticore before it's too late. I taught you always to have a plan. What's yours? To get her to a hospital? They won't understand what they're seeing. They won't be able to help her. I can have her to Manticore in four hours. There's still time.

Zack: Max, turn it off.

(Max switches the walkie-talkie off.)

Max: She's getting weaker.

Zack: We're together. Right now, that's all that matters.

Max: We can't just let her die.

Zack: Anything's better than going back. You said so yourself.

Brin: I don't want to die. Please...Don't let me die.

(Zack looks back with tears falling down his face.)

Max ( on walkie-talkie ): Lydecker, you still there?

(Scene cuts to Brin lying down on a bench on the side of a road with Max and Zack looking over her. )

Max: Brin, you're going to be all right. And someday, no matter what happens I'm going to come for you.

Brin: Max...

(Max gives Brin a kiss on her forehead. Zack follows and also gives Brin a kiss.)

(Max and Zack leave. They cry in the SUV.)

(Scene cuts back to the bench with Brin. Helicopter lights shine down on Brin.)

(Scene cuts to Jam Pony. Normal is at the dispatch desk drinking Peptp-Bismol.)

Normal (on the phone): Listen, have you heard from Mr. Sivapathasundaram? Is there no way to get a hold of him? Yes, please tell him to call me.

Normal (off the phone): Why do I think these people are giving me the runaround?

Original Cindy: Maybe he's just a flake.

Normal: Yeah, maybe so. He seemed to check out though.

Original Cindy: There's a lot of playa playas out there, Normal. And they just ain't worth hatin' on.

Normal: Well, still...It's a great opportunity. I just wish it could have worked out.

Original Cindy: Well, just look on the bright side. Maybe this Mr. Sivapathasundaram brought us all just a little bit closer together.

Normal: Oh, god, I feel ill.

Original Cindy: You and me both.

(Normal leaves for the bathroom. Herbal and Sketchy join Original Cindy.)

Herbal: Bam, bam.

(Original Cindy, Sketchy and Herbal laugh.)

(Scene cuts to Logan's apartment later that evening. Max is staring out into space and reflecting as rain falls against the window. Logan comes in)

Logan: You're not going to make me eat dinner all by myself, are you?

Max: Do you think we did the right thing, Logan...By letting him take her back there?

Logan: You took her out of a bad situation. You let her choose for herself.

Max: Yeah, I guess.

Logan: How did you leave it with Zack?

Max: He grunted something that sounded like good-bye and then disappeared into the night.

Logan: Well... You should cut him some slack. He probably had a rotten childhood.

Max: Worst part is he swung with Lydecker's ride. Tinted windows, class two armor. I could have fenced it for a fortune. He probably drove it off a bridge into the water somewhere so it couldn't be dusted for prints. He obsesses.

Logan: You need to be more careful yourself, you know? 'Cause now Lydecker knows what you look like.

(Scene cuts to Manticore. Lydecker and two other men are looking in on Brin who is on a hospital bed.)

Superior at Manticore: How is she?

Lydecker: Recovering nicely. We've repaired the defective genes.

Superior at Manticore: How long before she's operational?

Lydecker: She will require reindoctrination. She was outside a long time.

Superior at Manticore: What about the other two?

Lydecker: They can't hide forever.