(Opening Scene: At Jam Pony. Original Cindy is walking in and past the dispatch desk.)

Normal: It's about time you got back. Hot run. Cashmere and Swanson.

[Seattle, Washington 2020.]

(Normal walks along with Original Cindy and attempts to hand her a package he's carrying.)

Original Cindy: It's after four. I ain't going out there. It's raining.

Normal: Is it raining in Seattle? Stop the presses!

(Normal thrusts the at Original Cindy and leaves. Orignal Cindy notices someone at the locker area and heads over.)

Original Cindy: What do you think you're doing?

Lanky messenger: Boss told me to get a locker. This one's free.

Original Cindy: No, it ain't!

(Original Cindy indicates one of the lockers across from the one she is standing in front of. She also shoves the package to the Lanky messenger.)

Try one of these. Take that too

(Original Cindy closes the locker that has Max's name inscribed on it. She heads around the locker area to the lounge when she hears a Eyes Only message from the TV.)

Eyes Only (TV): Do not attempt to adjust your set. This is a Streaming Freedom Video bulletin. The cable hack will last exactly 60 seconds.

(Scene switches to Logans apartment. Logan is sitting in front of several monitors doing the Eyes Only bulletin.)

Logan: It cannot be traced it cannot be stopped. And it is the only free voice left in this city. Since the early 1990's billions of your tax dollars have been diverted from..

(Scene cuts to Jam Pony. Original Cindy, Sketchy and other Jam Pony messengers are watching the Eyes Only bulletin.)

Eyes Only (TV): ..legitimate government programs to fund secret experiments on genetic engineering.

Sketchy: Cool.

Original Cindy: Just shut up fool.

(Scene cuts back to Logans apartment where he is continuing his bulletin.)

Logan: This covert operation is known as Project Manticore.

(Flash back to scenes of X-5's marching down a hall, a young Max carrying a M-16 through the woods, a doctor holding a needle, a young Max sitting through a series of slides with propaganda, young X-5's escaping Manticore, Tinga being captured, Zack being tortured and Max dying in Logan's arms.)

Logan (voice-over): It's goal to create the perfect soldier. Genetically enhanced for superior strength, speed. These children are subjected to relentless trainning and propaganda. The winter of 2009 twelve of them escaped from a facility in Gilette Wyoming. Some of them were captured, some of them were tortured, some gave their lives fighting to stay free.

(Scene cuts back to Jam Pony. Original Cindy has a nostalgic look on her face as she continues to watch the Eyes Only bulletin.)

Eyes Only (TV): Since these cable hacks began Manticore has consolidated it's operations to a secret location. Eyes Only will find it.

(Scene cuts back to Logans apartment. Logan is continuing the bulletin.)

Logan: And the people responsible for these crimes will be brought to justice. This has been a Streaming Freedom Video bulletin.

(Logan picks up a remote and shuts off the monitor in front of him. Logan turns his wheelchair to the left and rolls over to his computer desk. Logan picks up his glasses from the desk and places them on.)

(Logan sighs.)

(Logan taps on the keyboard and a image on the monitor enlarges. The image is of Max. Logan taps again on the keyboad which enlarges the image further. The image fills up half the monitor. Logan touches the image of Max on the monitor with his left hand. The image of Max enlarges to fills the screen.)

(Scene swithces to Manticore. A fade in of Max's image from Logan's apartment to one of Max in a fighting stance at Manticore.)

Max: Hi yahaa..!

Drill Sergeant: One.

(Max and the other X-5's are going through a series of fighting stances.)

Max: Hi yahaa..!

Drill Sergeant: Two.

Max: Hi yahaa..!

Drill Sergeant: Three.

(The drill seargeant is walking up and down the line inspecting each X-5's stance.)

Max: Hi yahaa..!

Drill Sergeant: Four.

(Scene switches to Max and a male X-5 going through hand to hand. The male X-5 manages to throw Max to the mat.)

Male X-5: What's a matter 452? Still recouperating?

Max: Bite me!

Male X-5: Must've given you a lousy heart.

(The male X-5 turns to leave. Max uses the mat to leverage her body and does a spinning kick knocking down the male X-5. Max continues to kick the male X-5 while he is still down.)

Drill Sergeant: 452! Director want's to see you.

(Max brushes the hair from her face, turns and leaves.)

(Scene cuts to the interior of Manticore. Max is standing at attention in front of Renfro.)

Renfro: State your designation.

(Scene cuts to a flash back.)

(Flash back: Max is held in a chamber as Renfro is watching on the outside.)

Max: My name's Max!

(Renfro signals to a technician seated nearby at a control panel. The technician hits a key and the top of the chamber holding Max starts to slowly descend.)

Renfro: State your designation.

(Max us pushing up agains the ceiling of the chamber.)

Max: Kiss my trans-genic ass!

(Scene cuts to the Control Room Tech pushing a lever to the up position. Max now struggles for space as both the top and bottom of the chamber slowly close in on each other.)

Renfro: How long can an X-5 last without food or water?

Control Room Tech (voice over): Six to eight maybe?

Renfro: Call me in a week.

(The crushing stops and the doors to Max's chamber closes. Renfro leaves.)

(End Flash back.)

(Scene cuts back to Max standing in front of Renfro.)

Max: X-5 452!

Renfro: You don't fool me. I know you are just playing along. Come along. I wanna show you something.

(Renfro turns to leave.)

(Scene cuts to Renfro and Max at a window looking into a room.)

Renfro: Your brother Zack.

(Scene cuts to a male figure hooked up to assorted tubes and wires. The figure is wearing a mask and lying on a metal table with monitors nearby.)

Renfro: He's been so useful to us. His liver and kidneys went to an X-5 wounded on a mission. His heart..as you know went to you.

(Scene cuts to a flash back.)

(Flash back: Zack is wounded at the Manticore infirmary and standing behind an operating table.)

Zack: X-5 599! I've got a heart for you.

(Zack lifts the gun to his head and the sound of a gunshot. Zack falls over the body of Max.)

(End Flash back.)

(Scene cuts back to Max and Renfro standing in front of a window and looking into a room with a man wearing a metal mask on a metal table.)

Renfro: Wanted to give you a chance to say goodbye. He's being moved to another facility. We have some very interesting plans for him.

(Renfro turns to go.)

Renfro: The only thing for certain though is that you are the reason he is there.

(Max looks sadly at the figure on the metal table. The doors to the window slide closed. Max steps away and turns to face Renfro.)

Renfro: Don't you see 452? You're poision. You destroy everyone that you love.

(Renfro picks up a photo. The image on the photo is Ben.)

Renfro: Your brother Ben.

(Renfro shows Max another photo.)

Renfro: Your sister Tinga and him.

(Renfro turns over a photo of and Eyes Only image from a cable hack.)

Renfro: Eyes Only. Now, I know you had some kind of relationship with him and I know you are hanging on to the idea that you are going to see him again but that's not going to happen. He thinks you're dead. Which is why he's causing so much trouble for us. So we're going to find him.

Max: You'll never find him.

Renfro: And we're going to kill him. You'll have nothing left. and then 452 you will be mine.

(Scene switches to Max in a cell in Manticore. Max is in the darkend celled lying on a bed and staring off into space.)

Manticore Guard (voice over): Lights out!

(A guard comes to the door and looks into the cell.)

Manticore Guard: Light's out 452.

(The guard moves away as the cell goes dark. Max jumps off the bed and lifts it up against the wall. She hooks the bed to the wall. Max takes a crude bar, kneels and begins wearing away at the cinder block of the wall.)

Max (to herself): Max! My name's Max!

[New show intro (Female Voice over): They designed her to be the perfect soldier. A human weapon. Then she escaped. In a future not far from now. In a broken world. She is haunted by her past. She cannot run. She must fight to discover her destiny.]

(Scene switches to the streets of Seattle.)

["Designate This"]

Hover drone (male voice over): Order this block to cool off.

(Scene cuts to Seattle P.D. stoping pedestians and securing the area.)

(Scene switches to a V.A. (Veterans Administartion) office. A clerk is sitting at a desk talking to Logan who is dresses in military fatigues.)

V.A. Clerk: What can I tell you? You're not in the system.

Logan: I did my rehab at a V.A. in Gillette Wyoming. I was in Serbia in '07. How did you think I ended up in this chair?

(The V.A. clerk taps on his keyboard.)

V.A. Clerk: There's nothing in here.

Logan: Well, that's impossible.

V.A. Clerk: Impossible? What? You've never heard of the pulse? That little nuclear airburst that fried all the satellites and crashed all the computers.

(Logan looks at a blonde woman (Asha) behind a fence separting the room in two. The woman is in the reception area as Logan is in the office area.)

Logan: Ahem..sent the economy into a tailspin which is why all of us need our V.A. ration cards so we can eat!

V.A. Clerk: What do you want me to do?

Logan: I want you to go back there and find the piece of paper that has my name on it.

(V.A. clerk rubs his fingers together to indicate money. Logan smiles.)

V.A. Clerk: I put you into the system. That easy.

(Logan nods to Asha. Asha steps up on a chair, takes out a gun and fires it into the ceiling.)

Asha: Alright people. We're the S1-W. We're here to set this thing straight.

(The crowd of applicants in the reception area stand and cheer.)

Asha: Nobody is gonna get hurt.

(The V.A clerk looks at Asha and to a smiling Logan.)

Asha: Nobody is going to pay for what they already have coming. And nobody is gonna leave here without their ration cards.

(The crowd whoops, yells and claps at Asha's statement. Asha enters the office area as other S1-W's secure the room.)

S1-W member: Get down!

(The V.a Clerk drops to the ground. Asha come over to Logan and watches the clerk as Logan goes tot he back office area to get files.)

S1-W member: Turn around!

(S1-W members start tossing out ration cards to the crowd.)

(Scene switches to Logans apartement. Logan is sitting at a table looking over some papers. Asha walks over to Logan.)

Asha: You really thought you were going to get into the file room if you turned into a vet?

Logan: Took a shot.

Asha: So did I.

(Logan sighs.)

Logan: Appreciate you guys coming along.

Asha: You got what you needed. We got to make our point. Next time they are going to think twice before they shake people down again.

(Asha stands and looks out the nearby window.)

Logan: This is Manticores Wyoming facility. It's gotta be. The requisitions don't add up otherwise.

(Asha comes over to stand next to Logan.)

Asha: Hey, they're running their budget through the V.A.'s books? Trying to cover their tracks?

Logan: If I can follow the money then maybe I can find out where their main facility is.

Asha: Logan, how many jobs do you think we've done for Eyes Only the past couple of years?

Logan: I don't know. Why?

Asha: I've never seen you get so caught up in an assignment before.

Logan: It's not an assignment. Eyes Only is taking on Manticore as a favor to me.

Asha: You're messing with some powerful people. They play rough.

Logan: I don't care what happens to me.

Asha: Said in his hacks that some kids escaped back in '09. You knew one of them didn't you?

Logan: Her name was Max.

Asha: They killed her didn't they?

Logan: I watched her die. Now it's..I can't believe she's gone. I don't believe it. I know it sounds crazy but I feel like she's still out there.

(Scene switches to Manticore. Max and other X-5' are standing at attention as a drill sergeant is inspecting them.

Drill Sergeant (to male X-5): Those boots look like they got shined with a bag of mud! Don't you have any respect for yourself? For the unit that you represent? Take him to isolation!

(Max has a flash back.)

(Flash back: A young Max is standing at attention then a young Max is watching another X-5 having sizeures being taken away and a seargant turning to yell at a young Max.)

(End flashback.)

(Scene cuts back to Max standing in line at attention as the drill sergeant is approaching.)

Drill Sergeant (to Max): Eyes Front!

(Scene cuts to Max crawling on the ground durning feild trainning.)

(Max has a brief flash back of a younger Max going trhough the same field training.)

(Scene cuts to a full grown Max running on a tread mill.)

(Max has another brief flashback of a younger Max running on a similar tread mill.)

(Scene swithces to Max lying on a bed in a cell at Manticore.)

(Max has a flashback.)

(Flash back: Max and Logan are kissing.)

Max: Lucky we hooked up.

Logan: Happy anniversary.

(Max and Logan are standing in front of a van. They look longingly at one another.)

Logan: Just come back...

(End flash back.)

(Scene cuts back to Max lying on the bed in the cell. A guard come by and looks in the cell and leaves. Max gets up.)

(Scene cuts to Max eroding the wall with a crude bar. Max has managed to pry one block out already. The sound of someone approaching forces Max to return everything to it's previous positon.)

(Scene cuts to Max sitting upon the bed of the cell as the cell door opens to allow someone who looks like Ben in.)

(Max has a flash back.)

(Flash back: Ben is standing in front of a statue of the virgin Mary inside a church.)

Ben: Max.

(End flash back.)

(Scene cuts back to the cell. Max is staring a the X-5 that looks like Ben.)

Max: Ben?

Alec: What?

Max: You look like someone I used to know.

Alec: Well, my designation is 494.

Max: His was 493. You must be twins.

Alec: 493. Your fellow traitor. Went psycho.

Max: What do you know about it?

Alec: I know because of him I had to spend six days in psy op's. They wanted to make sure it wasn't genetic. It looks like 10 years in the world finally got to him.

Max: It was this place that got to him.

Alec: Whatever. Well, let's get this over with. Huh.

(Alec begins to take off his shirt.)

Max: What are you doing?

Alec: We've been paired off. I'm your breeding partner.

(Alec finishes taking off his shirt.)

Max: My what?!!

(Alec sighs.)

Alec: We're supposed to copulate every night until you get pregnant.

Max: That's sick.

Alec: It's your own fault. If you and your friends hadn't blown up the DNA database it would still be whipping up embryos and putting them into surrogates. Take off your clothes.

Max: Get out of my cell!

Alec: We've got our orders.

(Alec attempts to remove his pant but Max kicks him.)

Alec: What the hell was that?

Max: The only kind of physical contact you and I are going to have.

Alec: You know this isn't a plum assignment for me either. You spent half your life out there in filth and degradation. I could catch something.

Max: Whatever you need to tell yourself as long as we understand each other.

(Max shoves Alec's shirt back at him.)

(Alec sighs.)

Alec: Fine. Don't freak out on me.

(Alec puts his shirt back on.)

Alec: I took common verbal useage when I got cleared for my solo missions.

Max: Oh, you mean assasinations?

Alec: It's my job. If you want to bust my chops go ahead.

(A guard comes to the cell and looks in.)

Max: He's reading me love poetry. You know. To get me in the mood.

Manticore guard (to Alec): You've got something for me?

(Alec walks over to the cell door. Alec hands over a packet and the guard hands Alec some cash.)

Alec: Beautiful.

(Max looks at him with disdain.)

Alec: Do me a favor. Give these to Vick. Tell him he can pay me later.

(Alec slides some cigars to the guard.)

Manticore guard (to Alec): No problem.

Alec: Thanks.

(The guard leaves and Alec turns and walks over to Max.)

Alec: He's got a thing for those vitamins they make us pop every morning.

(Alec folds the cash into a wad from his pants pocket.)

Max: I'm not even going to ask about the cigars.

Alec: I've got a few things working.

(Alec moves to the bed and sits down.)

Alec: Listen I've got an hour to kill before I head back to the barracks. Why don't you wake me up at Zero one hundred.

(Alec lies down to sleep as Max sits across from him on the floor.)

(Scene switches to Lydecker at a payphone. Lydecker picks up the ringing phone.)

Lydecker (on phone): Lydecker.

(Scene switches to McGinnis sitting at a desk inside Manticore. He is talking on the phone as Renfro is in the background.)

McGinnis (on phone): Deck. This is McGinnis. You're a hard man to track down.

(Scene cuts back to Lydecker on the payphone.)

Lydecker (on phone): I try to avoid people trying to kill me.

(Scene cuts back to McGinnis at Manticore.)

McGinnis (on phone): I have a proposition for you from the committee.

(Scene cuts back to Lydecker on the phone.)

(Lydecker sighs.)

Lydecker (on phone): Go ahead.

McGinnis (on phone): They want Eyes Only. We need you to set the meet.

(Scene cuts to Renfro pacing behind McGinnis.)

Lydecker (on phone): Look we both know what that means.

McGinnis (on phone): You do this and they'll bring you in from the cold.

(Lydecker sighs.)

Lydecker (on phone): Since you put it that way..

(Scene cuts to Manticore. Renfro is reviewing the X-5's.)

Renfro (to male X-5): Report!

Male Breeding X-5: Successful copulation with X-5 392 Ma'am!

Renfro: Excellent.

(Renfro continues to the next X-5 pair.)

Renfro: Report

Female Breeding X-5: Copulation was unsuccessful Ma'am!

Renfro: Explain.

Female Breeding X-5: X-5 698 failed to achieve minimum mission requirements Ma'am!

(Renfro nods to a Manticore guard. The Male X-5 is taken away. Renfro continues to Max and Alec.)

Renfro: Report.

(Silence.)

Alec: Successful copulation between myself and X-5 452 Ma'am!

(Renfro looks back and forth between Alec and Max.)

Alec: Twice.

Renfro (To Max): Excellent 452. What would your boyfriend say? Tell me something. Did you recieve any medical treatment when you were on the outside?

Max: No Ma'am!

(Scene cuts to Max and Renfro are inside an infirmary. They are looking down at a sick X-7 twin of Max.)

Renfro: Then how do you explain this? She is a younger version of you but she is suffering from late stage progeria.

(Max has a flash back.)

(Flash back: Max and a young X-7 Max meet in the woods.)

(End flash back.)

(Scene cuts back to Max and Renfro in the infirmary.)

Renfro: Except for her X-7 specific code sequences her DNA is identical to yours. So, I'm going to ask you again. Did you recieve any medical care that we shoud know about?

Max: No Ma'am!

Renfro: The I guess we will have to do a spinal on you both. So we can run a DNA analysis. Maybe you've just been lucky for all we know. That still can happen to you.

(Renfro leaves Max to ponder. Max looks down at the X-7 version of herself.)

(Scene cuts to later that evening at Manticore. Max is in her darkend cell on her knees pulling out blocks from the wall. Max has created enough space to crawl through and opening in the wall. Max pokes her head through the wall and find a shaft leading downward. Max smiles. Max returns to the cell and sets up her her bed to look like there's someone still there. Max ducks back into the opening in the wall underneath the bed.)

(Scene switches to the basement of Manticore. Max is climbing down a pipe and reaches the floor. Max looks around the darkend room an she hears a growl. Max stands still as a half man/half dog creature (Joshua) comes forward.)

(Joshua barks)

Max: Easy..easy!..

(Joshua growls and barks)

Max: Relax big fella.

Joshua: You...relax..little fella.

Max: Wow, you can talk.

Joshua: Wow.

Max: I didn't mean anything by it. I just ...never seen anyone that looks like yu before. So what happened? They throw too much cannine DNA in your coctail?

(Joshua sniff the air)

Joshua: Cat..cat in your coctail.

Max: Don't hold it against me.

(Joshua growls.)

Max: I dig your teeth.

(Joshua turns away from Max. Max walks over to Joshua.)

Max: Come on. Let me see.

(Joshua barks.)

(Max raises her hand to examine Joshua's teeth.)

Max: Those are cool.

Joshua: You're X-5.

Max: Yes, you can call me Max.

(Max extends her hand out for Joshua to shake it. Seeing no response Max takes Joshua's hand and they both shake.)

Joshua: Max...Max.

(Max walks away looking for a way out.)

Joshua: Max...father named you?

Max: No, no father. Just me.

Joshua: Ah...fater named me. Joshua.

Max: Father? You don't mean Lydecker?

Joshua: No. Father. Sandman.

Max: Sandman named you?

Joshua: Yes.

Max: Okay.

(Joshua moves Max away and hides.)

Joshua: Guard...guard..

(A guard walks past.)

Max: So they don't know you're down here?

Joshua: No.

Max: What about this Sandman father of yours?

Joshua: Left me here. Here I am.

Max: He just left you here?

Joshua: Made me, then left me. True enough.

Max: That's pretty whack.

Joshua: He made us all. I was first. Special. Then more like me, more like you, more, more people...up there people. Fahter lost in all the people. Round here waiting.

Max: It's too bad you don't have a room with a view. You know. Window. I'm trying to find my way outta here.

Joshua: Ahh...wait.

(Joshua opens a grate. Max and Joshua leave.)

(Scene switches to Max and Joshua walking down a passageway. Sounds of a hyena laughing can be heard from a cell down the passageway. Max and Joshua see a cell with a hybrid creature. Joshua growls at the creature in response as he and Max continue down the passageway. They encounter more cells with other mutants howling and screaming.)

Max: It looks like this father of yours kept himself real busy.

(Joshua looks at the occupants of the cells.)

Joshua: Like me. Not so beautiful.

(Joshua barks at a cell.)

Joshua: Hungry.

Max: Maybe someone aught to feed them.

Joshua: Hmmm...they do. Sometimes. I do sometimes.

(Max seems disturbed by this revelation but continues walking.)

(Scene cuts to a room with a window blocked by some boxes. Joshua moves some of the boxes to allow them space to look out the window.)

Joshua: Room...with a view.

(Max sighs.)

(Max climbs up on a box and yanks on the bars. The bars don't budge.)

Max: This is gonna take awhile. Can we see if we can slap an exit sign on this?

Joshua: Ahh..no exit. X-7's in the forest.

Max: How many?

(Joshua comes over to Max.)

Joshua: One.

Max: Yep, there he is.

(Max uses her enhanced vision to see a X-7 on guard.)

Max: I think I can take him on.

Joshua: Ha..

Max: Aw..come one. There's only one.

Joshua: Lot's of ones.

(Max uses her enhanced vision to see over half a dozen of the same X-7 at the edge of the forest.)

Max: Oh, I get it. Lots of ones.

Joshua: Ha,..pretty whack.

Max: What are they doing?

(Scene cuts to the X-7's in the forest standing around looking at each other.)

Joshua: Talking.

Max: But I don't hear anything.

Joshua : Ah..I do.

Max: Must be up at the ultrasonic range.

Joshua: Ahh..bat..a..bat in their coctail.

(Scene cuts to the X-7's in the forest nodding and then breaking up into patrols.)

(Scene cuts back to Max and Joshua in the basement room with a view. Max turns from the window, jumps down off the boxes. Max and Joshua place everything back.)

Max: I've gotta blaze. I'll be back tommorow though. Thanks for everything Joshua.

(Max and Joshua shake hands. Max slaps Joshua on the shoulder and leaves. Joshua watches Max leave.)

Joshua: You blaze...

(Scene switches to Logans apartment. Logan is putting on his pant over the exo-skeleton.)

Logan (on cell phone): No, I want to so it now. Yeah, right now. Okay, I'll meet you there.

(Logan shuts off the cell phone and heads out the door. Logan opens the door to leave as Asha is carrying a large black box intot he apartment.)

Asha: Hey!

Logan: Oh, hi!...ah...what's up?

Asha: Ah..I need a favor. I've got to go to sector 3. Can I stash this here?

Logan: Sure. What is it?

Asha: It's something I don't want the police to see when I go through the check point.

(Logan gestures 'what?')

Asha: It's a box of guns.

Logan: Right, Okay. Well, look I gotta meet someone so let yourself out.

Asha: Okay. I promise they will be gone by tommorow night.

(Logan leaves and Asha heads off to stash the guns in another room.)

(Scene switches to a warehouse. Logan drives into the warehouse where Lydecker is waiting for him. Logan exits the car.)

Logan: Said you had some information for me?

Lydecker: I did.

Logan: Trying to find Manticore.

(McGinnis steps out of the shadows with a gun pointed at Logan and stands next to Lydecker.)

McGinnis: Looks like Manticore found you.

(Two Manticore soldiers step out on near the rear of Logans car on opposite sides. They train their guns at Logan.)

Lydecker: Sorry son.

McGinnis: So, this is the great, powerful Eyes Only? Hold on here let me get a good look.

(McGinnis takes off his sunglasses.)

Lydecker: I wouldn't do that Jim.

(Lydecker elbows McGinnis in the face and attempts to disarm him.)

Lydecker (to Logan): Duck!

(McGinnis's gun goes off in the ensuing struggle killing a Manticore soldier and injuring Logan in the shoulder. Lydecker aims the gun at the second soldier and kills him too. Lydecker then breaks McGinnis's grip, disarms him and knocks him to the ground.)

McGinnis: Argghh....

(McGinnis holds his arm in pain.)

Logan: Ow...

(Logan holds his shoulder in pain as Lydecker keeps his gun on McGinnis.)

Lydecker (to Logan): You alright?

Logan: You shot me!

Lydecker: I told you to duck. It just winged you.

McGinnis: We had a deal!

Lydecker: Renfro! What's she doing to the X-5's?

(McGinnis gets up.)

McGinnis: I dunno!

(Lydecker grabs McGinnis, pins his arm behind him and points the gun at the back of his head.)

(Lydecker cocks the gun.)

Lydecker: She murdered one of my kids.

(McGinnis spits out blood.)

Lydecker: That bitch murdered one of my kids!

(Lydecker has a flash back.)

(Flash back: Tinga is floating dead in a tank of green liquid.)

(End flash back.)

(Scene cuts back to the warehouse where Lydecker is pointing the gun at McGinnis.)

McGinnis: Alright, alright, alright Deck.

(Lydecker shoves McGinnis a few feet away from him.)

McGinnis: Alright. The tank is some kind of extraction chamber. She was trying to find something in that girl's DNA.

Lydecker: What?

McGinnis: I dunno. Whatever she wanted she wanted it bad. But it wasn't there. Damn Deck, I'm gonna need some stitches. Would you please take me to the hospital now?

Lydecker: There's just one problem Jim. You gotta good look at my friend here.

McGinnis: No, no.no Deck. I hardly laid and eye on the guy. My depth perception is all shot anyway and besides all you white boys...you know...you all look alike to me. Ha..

(McGinnis laughs nervously.)

McGinnis: Come on Deck? We're old friends.

(Lydecker turns to see what Logan wants to do. McGinnis takes this opportunity to dive for his gun but Lydecker quickly turns and fires back. Killing McGinnis.)

Lydecker (to McGinnis): We never really liked each other did we?

(Lydecker sighs.)

Lydecker (to Logan): So you wanna know about Manticore?..

(Scene swithces to Manticore, Max and Joshua are in the basement room with the window. Joshua is sniffing the air and Max is busy filing down the bars of the window. Max haops off the box and drops the file.)

Max: Another night or two and we'll be in business.

(Joshua helps Max restack the boxes.)

(Scene swithces to Max and Joshua walking down the passageway back to Max's cell.)

Joshua: Max outside?

Max: Max outside. That's the plan.

(Joshua stops and grabs at Max.)

Joshua: Joshua outside. That's the plan.

(Max turns to face Joshua.)

Max: You wanna..come with me?

Joshua: Uh, huh..

Max: I dunno.

Joshua: I..I know that Max and Joshua outside.

Max: The thing is..there's nobody like you in the world. You know? People they get scared. Real easy about things that are different.

(Joshua looks away upset. Max grabs him and looks him in the face.)

Max: I'm just saying that you'll be trading one basement for another. That's all.

(Josuha sighs.)

(Max and Joshua continue down the passageway.)

(Scene switches to Max climbing through the opening in the wall and back into the cell. Max notices that Alec is sitting on top of the bed above Max.)

Alec: Think we had a date.

(Max finishes climbing out of the opening and stands in front of Alec.)

Max: So when do the storm troopers bust in?

Alec: Don't worry, I didn't send up the alarm. Not yet.

Max: What do you want?

Alec: Not looking for trouble. What you do is your own business.

(Alec gets up off the bed to allow Max to replace the blocks and hide the opening.)

Alec: Why do you want outta here so much? You've got a roof over your head, plenty to eat. Which is more than you can say about most people out there.

Max: You think Manticore takes care of you out of the goodness of it's heart? It's using you.

Alec: Nobody is using me.

Max: That's what you don't get. You're working for the bad guys.

Alec: I'm gonna be outta here in five minutes. Go back to my cell and you'll get rid of me for the night okay 452?

Max: My name's Max.

Alec: Whatever you say.

Max: You should have a name too.

Alec: Well, I already told you my designation is 494.

Max: It doesn't suit you.

(Pause.)

Max: I gonna call you Alec.

Alec: Alec?

Max: As in smart-Alec.

Alec: I can live with that.

Max: Good. Cause my second choice was Dick.

(Alec turns and walks to the cell door.)

Alec: Guard!

(The cell door opens.)

Alec: See you around..MAX.

(Alec leaves.)

(Scene switches to later at the warehouse. A manticore forensics team is there with operatives.)

Manticore Operative (on cell phone): Looks like Lydecker double-crossed us.

(Scene cuts to Renfro at Manticore.)

Renfro (on phone): He knows our location. If Eyes Only broadcasts it the committee will bury us.

(A member of the forensics team calls out to the operative to look at something on the ground.)

Forensics Cleaner: Sir, over here!

(The operative walks over to look.)

Renfro (on phone): What is it?

Manticore Operative (on cell phone): Ah..blood trail. Couldn't have been one of our people. None of them walked out of here.

Renfro (on phone): Take a sample and run a full DNA ASA. Get back here right away.

(Renfro hangs up the phone.)

(Scene cuts to the op's control center at Manticore. Max is standing at attention as Renfro comes in.)

Renfro: You don't understand what's at stake here 452. If Eyes Only doesn't stop they're gonna be news vans parked outside the perimeter. Committee is not going to allow the existence of this program to be exposed. It'll jeopardize its other operations.

Max: Curious and and what that means?

Renfro: It means that I lock down the cells and I burn this place to the ground with you and everyone else inside. Well, you don't believe me? On paper this place is a V.A. hospital. Anybody comes looking all they're going to find is the remains of a tragic fire that killed all its patients. It's called plausible deniability.

Max: It's called bluffing.

Renfro: Look, you need to understand something. You are nothing but meat to me. This..

(Renfro holds up a disk.)

Renfro: This is what matters. I can start over anywhere. I just put all the data we've accumulated into my briefcase, lock the door, light the match and kiss your trans-genic ass goodbye. You make me find Eyes Only by myself. He's a dead man. Help me. There's a deal to be made. Think about it.

(Renfro turns and walks away from Max. The Manticore operative from the warehouse arrives with a file and shows it to Renfro.)

Manticore Operative: We ran the blood sample we found at the warehouse.

(Renfro looks at the file.)

Renfro: Ha! Times up.

(Scene cuts to Max begin restrained and given and injection by Manticore doctors in a operating room. Renfro hovers over Max.)

Renfro: You're going to help me wheter you like it or not.

(Scene cuts to a beam of red light striking Max's right eye.)

(Scene switches to Max waking up in her cell at Manticore. Max sit up on the bed.)

(Max breathes heavily.)

(The cell door opens and ALec come in.)

Alec: You okay? I guess they finally got it out of you, huh?

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

Alec: I heard that they were sending an X-5 to take out some reporter friend of yours.

Max: I didn't tell them anything.

Alec: Are you sure?

Max: I gotta get outta here now!

(Max gets off the bed and lifts it up against the wall.)

Alec: You're in no shape to be tangling with those X-7's. If you are lucky you'll make it to the yard and they'll take you alive.

Max: Then help me!

Alec: I told you, I'm not looking for trouble.

Max: This is your chance to get me out of your life for good.

Alec: I guess if you escaped I'll get a new bredding partner.

Max: Now we're talking.

(Scene cuts to the basement room with a window at Manticore. Max and Alec are working on the bars on the window. Joshua is sitting a few yards away.)

Alec (to Max): Kind of makes you wonder what else is down here. Seriously, did you get a look at this thing?

Max: It's not a thing. His name's Joshua!

Joshua: X-7's in the forest. Pretty..pretty whack.

Alec: Yeah, yeah Sasquatch.

(Alec sighs and stops filing on the bars.)

Alec: Why don't you make yourself useful and quit mumbling and come over here and help us out with these bars.

Joshua: Okay.

(Joshua gestures to Max and Alec to move. They both comply and watch as Joshua walks over to the bars and yanks it out by the frame. Joshua hands the frame to Alec. Joshua growls at Alec.)

Max: Everybody knows what to do?

(Scene switches to Joshua running though the forest and Alec gives chase. Alec stops momentarily and signals to X-7's to follow Joshua.)

Alec (to X-7's): Hey! He's getting away.

(The X-7's and Alec runs after Joshua. Max drops from a tree several yards away. Max looks around and then runs.)

(Scene swithces to Alec catching up to Joshua and jumping on his back. They both land on the ground and begin struggling. A X-7 comes over to help but is kicked by Alec knocking him to the ground.)

Alec: Oh, sorry kid.

(Another X-7 comes behind Alec to secure Joshua only to have Alec sweep him off his feet with a kick.)

Alec: I guess I should let you guy's handle this, huh?

(Another X-7 walks over to cover both Joshua and Alec but Alec elbows him in the face knocking him down too. Joshua take the opportunity to get up and run into the forest.The X-7's all get up and point their weapons at Alec.)

Alec: Whoa!..whoa!..boy's. Hey, no need for fire power fellas. Just trying to help.

(Scene cuts to Max running through the forest. An X-7 see's Max and takes aim with his weapon. Max quickly rushes by him and elbows him. Knocking him down. Max continues to run and makes it to the perimeter fence. Max see's another X-7 there pointing his weapona at her. Max leaps and makes it over the fence. Landing safely on the otherside. Max turns in time to see Joshua picking up the X-7 and throwing him away. Joshua rushes up to the fence.)

Joshua: You blaze!..

(Max takes off as Joshua watches her leave.)

(Scene switches to Logans apartment. A tv is playing back a Eyes Only cable hack bulletin.)

Eyes Only (TV): Do not attempt to adjust your set. This is a streaming freedom bulletin. Your location has been revealed.

(Beeping sound)

(Logan is sittig in front of his computer. A 'Satellite link failed' message flashes across the screen of his monitor. Logan taps on his keyboard trying to re-establish the link. Logan suddenly turns and looks around. Logan see's Max standing in his living room. Logan stands up and moves towards her.)

Logan: Max?

Max: We gotta get you outta here. They're coming to get you.

(Logan hold Max's face and they kiss passionately.)

Max: We gotta go. They're coming to get you.

Logan: Who? Who's going?..How did you get here?

Max: I'll explain later. Come on.

Logan: No, I've gotta finish my broadcast.

Max: Forget it! It's not important.

Logan: Argghh..

(Logan collapses to the floor. Max drops to the floor and cradle Logans head.)

Max: What's wrong?

Logan: I don't know..I..

Max: Logan, what's happening?

(Max turns to see Alec standing a few yards away near Logan's computer.)

Alec: You killed him. That's what's happening. Nice job 452. Mission accomplished.

(Max looks at Alec and then Logan.)

Alec: Yeah, I'd stop touching him if I were you. Your just gonna make it worse.

Max: What the hell are you talking about?

Alec: A genetically targeted retro-virus. You're the carrier.

(Max moves away from Logan.)

Alec: Any intimate contact between you activates the agent. You didn't kiss him or anything did you?

(Max gets up and rushes towards Alec.

Max: You son of a bitch!

(Max stops short as Alec points a gun at her.)

Alec: Whoa!..whoa..wait. I'm just following orders. Okay now, Renfro said if you want him to live you've gotta bring him back to Manticore and turn yourself in.

Max: There's a cure?

Alec: Yeah, she'll give him the anti-gen if he tells her what he knows and who's he been working with.

Max: Why should I believe her?

Alec: What choice do you have?

(Scene swithces to Manticore. A Manticore scientist enters Renfro's office carrying a file.)

Manticore scientist: The results of the DNA workup you ordered on 452.

Renfro: Did you find anything to explain why there's no progeria?

Manticore scientist: Maybe you had better take a look.

(The Manticore scientist reverse the file and hand it to Renfro. Renfro looks over the file on Max.)

Manticore scientist: I've never seen anything like it. Just to be sure I'll run another series of tests as soon as 494 get's her back here.

Renfro: Does anyone else know about this?

Manticore scientist: No Ma'am.

Renfro: Let's keep it that way..

(Renfro reaches into a drawer in her desk and takes out a gun and shoots the Manticore scientist dead.)

(Renfro sighs.)

(Renfro picks up a cell phone and dials.)

Renfro (on cell phone in French): It's Renfro. I think I've found what we've been looking for. No, no one at Manticore knows. Yes...I'll bring her to you.

(Renfro hangs up the cell phone.)

(Scene cuts back to Logans apartment. Alec is helping Logan into his wheelchair.)

Alec: Well, it looks like we've got ourselves a convoy.

(Alec points and waves the gun at Max. A beeping sound from the computer distracts Alec. The monitor shows a message 'Satellite Link Established'. Max takes advantage of this and kicks the gun from Alec's hand. Max and Alec exchange a series of strikes and blocks. Max and Alec crash through a patrion seperating one of Logans rooms. Max lands on Alec and beings to wail on him with her fists. Alec recovers and they struggle again and smash into another partition leading back to Logans computer room. Max is able to kick Alec's gun to Logan as they continue to fight.)

Max: Logan!

(Logan picks up Alec's gun and points it at him. Alec holds up his hands. Max gets up from the floor.)

Alec: Fine, fine but when he's dead can I go home?

(Max hears the beeping sound from the computer and walks towards it.)

Max: It's not gonna be there.

Alec: What are you doing?

(Max hovers over the computer.)

Max: Ending this thing once and for all.

(Max hits the Enter key on the keyboard. The monitor displays a message 'Transmitting'. The Eys Only bulletin recorded earlier begins to play.)

Eyes Only (on monitor): Do not attempt to adjust your set. This is a streaming freedom bulletin. '

(Scene switches to Manticore's op's center. The Eyes Only bulletin is playing on a monitor of a control panel. A technican watches it.)

Eyes Only (on monitor): Your location has been revealed. Your secret is out.

(The tech pick up a ringing cell phone.)

Eyes Only (voice over): ..and now Manticore will be held accountable for it's crime.

Ops Center Tech: It's them.

(The Ops Center tech hands the cell phone to Renfro.)

Eyes Only (voice over): Manticore's facility is locatedan hour southwest of...Seattle.

Renfro (on cell phone): Renfro. Understood.

(Renfro hangs up the cell phone.)

Renfro (to tech): Lock down the barracks we're cauterizing this site.

(Scene cuts to Logan's apartment. Alec is tied up on the floor. Logan has a gun pointed at Alec but he is slowly drifting in and out of consciousness. The retro-virus has taken it's toll on Logan as blemishes appear all over Logan's body. Logan finally falls unconscious and the gun drops to the floor. Alec has managed to untie himself and picks the gun from off the floor. Alec points the gun at Logan.)

Asha: Don't move!

(Asha has arrived wearing a hooded sweatshirt and pointing a gun behind Alec's back. Alec turns and places his gun on the floor. In an instant Alec rushes to Asha and takes her gun away and reverses it to point at her.)

Alec: Fine, have it your way. I was just gonna put him out of his misery.

(Alec looks at the gun.)

Alec: Nice piece.

(Alec leaves. Asha walks over to Logan.)

(Scene switches to Max arriving at a hill over looking Manticore. She see's several firey explosions thoughout Manticore. Max runs down towards Manticore.)

(Scene cuts to inside Manticore. Max is running down a hallway as she hears people screaming and pounding cells. Max attempts to open a nearby door but it doesn't work. Max reaches a control room at the end on the hallway and forces the door. Max see's a control panel and begins typing on the keyboard and flips a switch.)

(Scene cuts to the a hallway as trans-gen children attempt to flee as fire and smoke fill this area of the facility.)

(Scene switches to the Op's center. Renfro is standing behind a tech who is bringing up images of Manticore building plans on a monitor.)

Ops Center tech: We got a security breach. Someone is unlocking the cell doors.

(Renfro see's Max in a control room tapping furiously on a keyboard freeing more trans-gens.)

Renfro: Well, over-ride the system. Lock down those doors.

Ops Center tech: Can't. Control conduit must be burned out.

(A monitor displays the escapees fleeing towards the perimeter. They are represented as dots on the screen.)

Ops Center tech: They're in the yard. Heading for the fence.

Renfro: Stop them! No one gets past the perimeters.

(Renfro looks up from the monitor and looks at a soldier.)

Renfro: Bring me 452. Alive!

(The two soldiers head off to capture Max.)

(Scene cuts to the basement passageway. Joshua is trying to force a cell door open but with no success. Suddenly all the cells door open and the occupants flee.)

Joshua: Go!... out!...free!...free! ...go!

(Joshua joins the others in fleeing as he see's that all the others have left their cells.)

(Scene switches to Alec arriving at the hill over looking Manticore. Alec see's fire raging through Manticore and explosions. He see's escappes trying to escape the perimeter and guards shooting.)

Perimeter guard: Security personell...

(Sounds of gunfire)

(Scene switches to Max in the control room. She is still trying to open more cell door when she hears someone approaching.)

(Scene cuts to two Manticore soldiers breaking into the empty control room. The soldiers try to shut the cell doors. Max is seen behind them in the hallway running.)

(Scene cuts to Joshua at the top of the hill. He turns to look briefly at a burning Manticore and then runs into the forest.)

(Scene cuts to the Op's center of Manticore. Renfro is busy putting the disk and other material into a briefcase.)

Tac Officer: Ma'am we need to evacuate.

Renfro: Where's 452?

Tac Officer: Now Ma'am!

(Max arrives and kicks the Tac officer in the face knocking him out. Max rushes to Renfro.)

Renfro (to Tac Officer): Not leaving without her.

(Max grabs Renfro by the neck. Lifting her up and dragging her out of the room.)

Max: What a coincidence? Cause I'm not leaving without you.

(Scene switches to a lab at Manticore.)

Max: Where's the anti-gen?

Renfro: I don't know. We've gotta get outta here now 452.

(Max slams Renfro against a wall.)

Max: My name's Max! Now where is it?!!

Renfro: Okay, okay,..okay.

(Renfro takes a vial from a shelf and Max takes it from her. A sound near the door alert both Renfro and Max of a gun pointed at Max by a Manticore soldier. Renfro dives and pushes Max out of the line of fire.)

Renfro: Nooooooo!..

(The Manticore soldier shoots Renfro instead. Max shives a cart at the soldier, knocking his weapon away. The soldier sees he's shot Renfro.)

Max (to soldier): I won't tell if you won't.

(The soldier flees the room. Max walks over to the dying Renfro.)

Max: This virus you put in me. How do I get rid of it?

Renfro: Can't..can't...

(Renfro coughs.)

Max: You ate a bullet for me. Why?

Renfro: It's you...you are the one we've been looking for.

(Renfro gasps for breath.)

Renfro: Sandman.

(Max has a flash back.)

(Flash back: Joshua is in a basement room telling Max about his father.)

Joshua: Father. Sandman.)

(End flash back.)

(Scene cuts back to Max hovering over a dying Renfro in the lab.)

Renfro: Find Sandman.

(Renfro dies.)

(Max leaves.)

(Scene cuts to Max standing on the hill looking over Manticore. The whole facility is now on fire. Max smiles and leaves.)

(Scene switches to Logans apartment. Logan is lying on a couch in the living room and Asha is giving Logan an injection of anti-gen. Max is standing a few feet away watching Logan. Time passes as Asha and max wait to see the anti-gen take effect. Logan recovers enough to sit up.)

Asha (to Max): He's going to be alright. Welcome back.

(Asha leaves.)

Logan: You don't have to stand all the way over there. Come closer.

(Max and Logan look at each other.)

Max: Better not risk it. We don't know how easy it is for me to reinfect you and that was the last of the anti-gen.

Logan: We're going to find a way to beat this.

Max: Yeah, but you should concentrate on getting better. I gotta go.

(Max turns to leave.)

Logan: You know things are different now. Back when you first got out it was just the twelve of you. Now, there's a lot more.

Max: They're smart. They'll lay low.

Logan: You don't want it getting around you and yours are out in the world. People tend to get scared of things that are different. Keep your head down.

Max: I always do.

(Max leaves.)

(Scene cuts to Max standing on top of space needle. Max is looking out over the city below.)

Max (voice over): Funny how from up here it looks like nothings changed. Only everythings changed. Not just me and Logan. Everything. The whole time I was back at Manticore all I wanted was my strange little life back. Never figured it could get any stranger. But I guess it's gonna. Then I guess I'm gona have to deal with it.

(Scene switches to a trans-gen escapee looking up at the space needle from the streets below. The trans-gen escapee puts a hood over his head to hide his face and walks down an alley into the streets of Seattle.)