(Opening scene: Max rides through a street market and heads towards a stand.)

MAX (voiceover): Most days, I get by fine. I blend with the crowd. Just another one of the huddled masses yearning to get by unnoticed. Problemo is, I'm not as like them as I'd like to be. I got made, not born, and because it was humans made me somewhere along the line couple of wires got crossed in my head. Someone botched the job. So some days, that's how I feel. A botched job.

MAX: Hey.

VENDOR: You're in luck.

MAX: Thank God.

(Max downs a few of the pills from the bottle she recieved from the street vendor)

VENDOR: Stuff's getting hard to find. One thing I don't get...Tryptophan? It's just a food supplement and you're acting like a junkie who just got a fix.

MAX: A girl needs her amino acids.

VENDOR: You okay?

MAX: I will be.

(Max's pager goes off)

MAX: Oh, gotta blaze. You're a lifesaver.

(Max arrives at Logan's apartment, where he is lighting a candle on a dinner table)

LOGAN: Hi ya.

MAX: You paged me?

LOGAN: I thought you might want to join me for dinner.

MAX: I don't want to put you to any trouble.

LOGAN: Well, it's nothing fancy. Just one of my run-of-the-mill spur-of-the-moment culinary miracles.

MAX: I'm not real hungry. Feeling kind of punk.

LOGAN: Ah...a glass of pre-pulse Tokay Pinot Gris'll cure what ails you.

( The lights go out in the apartment)

LOGAN: Now you have to stay because even you shouldn't be wandering around out there during a brownout.

MAX: I've got a wicked headache as it is.

LOGAN: You know, there was a time when this city actually worked.

MAX: Or so they say. What were you doing when the pulse hit?

LOGAN: On my uncle's yacht motoring into Friday Harbor on Orcus Island with a lady friend.

MAX: Why does that not surprise me?

LOGAN: I knew the end of the world was coming when the Sat-Nav crashed and, uh, we ran aground. How about you?

(Max's has a flash back while she is lighting a candle.She see's a moment of her childhood when she was in a foster family and her foster dad was looking for her to beat her up)

FOSTER DAD: Hey! You kids out here?!

MAX (voiceover): Hiding under the stairs. I was staying with this foster family. There were two of us - me and this girl Lucy. She was older. Her dad was a drunk. He'd smack us around pretty good. He was watching a game, and when the TV went off because of the pulse...

FOSTER DAD: Where the hell are you?

(End flashback)

MAX: He came looking for someone to blame it on.

LOGAN: It's hard to imagine a genetically enhanced killing machine like yourself putting up with that.

MAX: I was trying to fit in, you know? Act like a normal kid. Global chaos seemed as good a reason as any to bail on a bad situation, so I did.

(Max begins to shake)

LOGAN: You okay?

MAX: Like I said, I'm not feeling so hot.

LOGAN: It's pretty bad this time, huh?

MAX: Every once in a while, I hit a rough patch. Usually the Tryptophan helps, but...these seizures are much stronger than usual.

LOGAN: Should I call a doctor?

MAX: What are you going to tell him? That your genetically engineered friend has a design flaw in her brain chemistry?

LOGAN: That stuff really helps?

MAX: Supplements the serotonin that my brain's supposed to make but doesn't. When the levels are low, I have a seizure. I'm supposed to be a revved-up girl. Truth is, I'm a lemon.

LOGAN: I don't know about that.

(Max starts shaking uncontrollably in obvious discomfort)

LOGAN: What can I do?

MAX: Stay with me, please?

LOGAN: I'm right here.

MAX: You won't leave?

LOGAN: I'm not going anywhere.

(At Max and Kendra's apartment, Walter has come by to shake them down again for more cash)

KENDRA: I put the money in an envelope, and I put the envelope in this box, and now it's gone.

WALTER: You know, I could take it out in trade. But I'm a married man.

KENDRA: You're a real pillar of virtue, Walter. Your wife's a lucky woman.

WALTER: Hey, you don't suppose somebody stole it?

KENDRA: I don't know what else could have happened to it.

WALTER: Oh, that's tough luck. Crime rate in this city's getting way out of hand. But if I don't get paid you and everybody on this floor's going to be sleeping out in the street tonight.

(Max enters the apartment and Kendra rushes up to her)

KENDRA: We've been robbed. The payoff money is missing.

MAX: I took it.

KENDRA: Thank God.

WALTER: Excuse me. I'm waiting.

MAX: Don't got it.

KENDRA: What?

MAX: Spent it.

KENDRA: You spent it?

WALTER: All right, come on, ladies. You're trespassing.

MAX: Hold the phone, Walter. You'll get your payola, okay? Anyway, you're three days early.

WALTER: Times are tough.

MAX: You'll get it in the morning.

WALTER: You got 24 hours.

(Walter leaves.)

KENDRA: What do you mean you spent it?

MAX: I had to buy something.

KENDRA: So you just helped yourself to the money that I collected from everyone on the floor?

MAX: It was a short-term loan.

KENDRA: You could have asked.

MAX: It was an emergency.

KENDRA: Yeah, right.

MAX: Walter will get his money, so chill!

KENDRA: Just...what is wrong with you?

(Max arrives late at work. Sketchy gives Max the heads-up before Normal gets to her)

SKETCHY: Where have you been?

MAX: None of your business.

SKETCHY: Yo, it ain't like I care, but word, we've all been covering for you. Normal's on the warpath.

NORMAL: Well, well, well...so far, your moron colleagues have come up with the following excuses for why you're strolling in here at the crack of noon - you had a dental emergency, your aunt died...again, and my personal favorite from this idiot - you were detained by the sector police for practicing witchcraft. Now, would you care to further insult my intelligence?

MAX: I overslept.

NORMAL: I thought you didn't sleep.

MAX: I usually don't. My body probably needed to catch up.

NORMAL: Yes, well catch up on your own time, girlie. Get out of here. Go!

(Max heads over to her locker and meets Original Cindy there.)

MAX: Hey, I need to borrow some money just until tomorrow.

CINDY: I shouldn't even be speaking to you after last night. You stood me up.

MAX: I wasn't feeling well.

CINDY: You could have called instead of leaving me on a solo tip.

MAX: I spaced, so get off my back, okay?

CINDY: What is your dealio today?

MAX: You don't want to know. So, how about that loan?

CINDY: Out of chips, baby girl.

(Max notices a thug who is pressing a street vendor for money at the street market)

VENDOR: I don't have money!

THUG: Wrong answer.

(Thug grabs vendor's hand and moves it towards the boiling pot of water)

THUG: How do you like it...regular or extra crispy?

VENDOR: I no have money!

(Vendor motions to his wife who shows the thug a box filled with money. Meanwhile, Max decides to ignore it. She walks by a car where the driver is waiting and notices Max)

DRIVER: Hey.

MAX: What's up?

DRIVER: Come here. What's your name, doll face?

MAX: Why do you want to know? You a playa playa from the Himalayas?

DRIVER: Yeah. Yeah, that's me.

MAX: I got to whisper it, 'cause it's kind of dopey.

(Max head butts the driver and throws him out of the car)

MAX: Out you go.

(Max drives off and goes to a chop shop)

MAX: Come on. It's brand-spanking-new.

MECHANIC: What happens when the gangsters come looking for their ride?

MAX: It'll be in a million pieces by then.

MECHANIC: Like I'm going to end up. I'll give you $1,000 for it.

MAX: You're killing me!

MECHANIC: It's the best I can do.

MAX: Deal.

MECHANIC: I'll have the money for you in the morning.

MAX: I need the money now.

MECHANIC: I don't have that much lying around. Tomorrow.

MAX: First thing?

(Max arrives back at the apartment. Kendra and Original Cindy are aniously waiting for her)

MAX: Hey, guys.

KENDRA: Max, we need to talk.

MAX: I'll have the money in the morning, okay?

(Max goes to look for her bottle of pills)

KENDRA: You're not going to find it.

CINDY: You got a problem, boo, but Kendra and me got your back.

KENDRA: Because we love you very much.

MAX: Where are my pills?

KENDRA: I wish you could see yourself. The temper. The mood swings.

CINDY: Not showing up when you're supposed to.

KENDRA: Stealing money from your friends.

MAX: I needed the money for medicine 'cause i'm not feeling well.

CINDY: 'Cause you're strung out. Straight up jonesed.

MAX: Where are they?

KENDRA: Take it easy. It's going to be okay.

MAX: No, it's not! I need that stuff.

CINDY: What you need is help.

KENDRA: And to live your life one day at a time.

CINDY: You got to get yourself on a 12-step, boo.

KENDRA: The program works if you work it...believe me, I know.

CINDY: Really? What was your D.O.C.?

KENDRA: Tattoos. I was covered with them. I looked like a human Christmas tree. Couldn't stop myself.

CINDY: Where'd they go?

KENDRA: 13th step is having them lasered off.

MAX: You guys don't understand! I'll die without that medicine! Now, tell me where you put it!

CINDY: Down the toilet which is where your life is headed if you don't clean up.

MAX: Tell me you didn't.

KENDRA: Someday you'll thank us.

(Max leaves)

KENDRA: I think that went about as well as could be expected.

CINDY: As interventions go, that was a home run.

(Max goes back to the street vendor)

MAX: I need more Tryptophan.

VENDOR: Already?

MAX: Long story, and I can't pay you until tomorrow.

VENDOR: I know you're good for the money, but I don't have any.

MAX: You know anywhere else I can go?

VENDOR: Sorry.

MAX: Where do you get yours?

VENDOR: I'll put myself out of business as a middleman if I reveal my supplier.

(Max grabs her by her shirt collar)

MAX: Where do you get it?!

VENDOR: Take it easy.

MAX: Tell me.

VENDOR: A doctor over at Metro Medical gives it to some of his patients. I know an orderly there.

(Max arrives at Metro Medical and breaks into the pharmacy storeroom. An orderly passing by hears some noise in the room and calls for backup)

ORDERLY: Yeah, get me security.

(Max comes out after gulping down a few pills)

ORDERLY: What were you doing in there?

MAX: Looking for a bathroom.

ORDERLY: Uh-uh. Security's on the way.

MAX: Since when is it against the law for a girl to make sissy?

(Max punches the orderly. Guards show up in the hall and she makes a break for the stairwell. Unfortunately, guards show up there as well. They subdue Max)

ORDERLY: Junkie skeeze.

(The next morning, Max doesn't show up with the money. Walter shows up demanding his money)

KENDRA: Have you been working out? You look like you lost some weight. Here you go, just the way you like it. About the money, Walter...you got to give us one more day, please.

WALTER: I already gave you one more day.

WALTER (on walkie): Squatters on the seventh floor. I need backup right away.

WALTER: Good coffee.

(Kendra and the other squatters are leaving their apartments)

POLICE: All right, I need everybody outside...here we go, single file.

THEO'S WIFE: She took the money and split? That...that doesn't sound like Max.

KENDRA: Do you have a place to stay?

THEO'S WIFE: My sister's. You?

KENDRA: Maybe I can crash at Original Cindy's.

LITTLE BIT: Mama.

THEO'S WIFE: Shh. It's all right, baby. Come on. Come on. It's all right.

POLICE: Come on, let's go people. Move it out.

THEO'S WIFE: What about our stuff?

KENDRA: Probably end up getting sold off the back of a truck.

(Max winds up at Langford Prison. One of the other inmates asks how she's doing)

BREAK: Are you okay?

MAX: Mind your own business.

BREAK: If you ralph, it's going to be my business. Here, clean yourself up. You want to look good when they take your picture don't you?

BREAK: It's show time.

GUARD: Hands. Let's go. Come on. Put your hands on the desk, and, uh...feet apart, huh? What do you got here, huh? A set of keys, lip balm...cherry flavor, pack of chewing gum...also cherry flavor, and some small bills totaling...21 dollars.

MAX: Try $75, if you can count.

GUARD: I told you to keep your hands on the desk. See, I bet you're used to this, aren't you? Let me ask you how much does a strung-out little skeeze bag tramp like you go for these days?

BREAK: Ask your wife.

GUARD: What'd you say?

INMATE: 20 to life. That's what she ought to get, if you ask me.

GUARD: Yeah, I didn't. Get him out of here, huh? Come on.

(At Jam Pony)

HERBAL: Gotta be something dead.

CINDY: Uhhh...smells like Sketchy's locker.

SKETCHY: I'm thinking feet.

HERBAL: Dead feet.

NORMAL: Is there a problem here?

SKETCHY: What does this smell like to you?

NORMAL: That smells like a package that should have been delivered by now, moron.

LOGAN: Excuse me, is Max around?

NORMAL: Uh, that's an excellent question. Where the fire truck's Max?

SKETCHY: Actually, Max is one of three finalists who has been selected...

NORMAL: Never mind. Sorry I asked. Sorry, can't help you.

(Logan goes up to Cindy.)

LOGAN: Any idea where she might be? I've been paging her all morning.

CINDY: Maybe she don't want to talk to you.

LOGAN: Sorry?

CINDY: She's off the candy.

LOGAN: Ahh...you're losing me here.

CINDY: Yeah, right. Like I didn't notice that all this stuff started about the time you and her met.

LOGAN: Okay, I'm officially lost.

CINDY: I know all about rich guys like you...turning a girl out. Making her into your strawberry. Original Cindy took the drugs you gave Max and flushed them.

LOGAN: What drugs?

CINDY: "What drugs?" Hey! The pills you got Max hooked on live with the tidy bowl man now.

LOGAN: You flushed her pills down the toilet?

CINDY: Mm-hmm. Home girl don't need them no more.

LOGAN: Max has a neurological condition.

CINDY: Huh.

LOGAN: Those pills are the only thing that help.

CINDY: She didn't say anything about no neurological condition.

LOGAN: Well, she wouldn't exactly want to advertise it, would she?

LOGAN (on cell): Hey, it's Logan. I need you to do something for me.

(Back at the prison)

BREAK: Come on. Maybe there's an open cell in the back. Just stay close to me and no matter what anybody says...

INMATE: Oy, mamasita.

BREAK: Don't talk back. Name's Break.

MAX: Max.

BREAK: What're you in for? I love saying that. It sounds so tough.

MAX: Robbery.

BREAK: Oh, a real criminal.

MAX: How about you?

BREAK: Cannibalism. I ate my parents.

MAX: Good source of protein.

BREAK: Go that way. Actually, I run a little shop on Melbourne Avenue. Vintage clothes, pre-pulse stuff. Hung a poster in my window for a police brutality protest.

MAX: Bonehead move.

BREAK: They busted me for it. It wasn't the first time, and it won't be the last. But stay strong in the struggle, right? Guess we camp out on the floor. Good a place as any.

(Max starts shaking)

BREAK: You okay?

MAX: Yeah, it's just a nerve thing.

BREAK: Can I...do anything?

MAX: I'd give my ass and hat for a glass of milk.

BREAK: I could use a vodka tonic, but here we are.

MAX: It has Tryptophan in it.

BREAK: Whatever that is.

MAX: Takes the edge off. So you think I can get some?

BREAK: What, vodka?

MAX: No, milk.

BREAK: Well, let me see what I can rustle up. I have a business arrangement with a guard I met my first time in here. He has a thing for stiletto heels. He made my previous stay more pleasant and when I got out, I reciprocated.

MAX: With shoes for his girl?

BREAK: Not unless she wears a size 12.

MAX: Gotcha.

(Flashback from Manticore. Max is shaking in bed. During training, one of the other children collapse and start shaking on the floor. )

GUARD: Eyes front!

(Max sneaks a peek at Lydecker and and some staff performing an autopsy on the child who collapse. End flashback)

LOGAN (cell phone): Do what you can. Thanks, Matt.

CINDY: What's up?

LOGAN: That was a friend of mine in the police department.

CINDY: You got friends in strange places.

LOGAN: He says a woman matching Max's description was arrested trying to break into a hospital pharmacy last night.

CINDY: Damn.

LOGAN: They took her to Langford.

CINDY: We've got to get her out.

LOGAN: Even paying off the right people, it'll take two or three days. She doesn't have that much time.

CINDY: What does that mean?

LOGAN: No meds...seizures get bad enough she could go into a coma and die.

(Break comes back with a glass of milk for Max)

MAX: You even warmed it up.

BREAK: It's the way it comes out, my love. Guy's got a goat in the next cell block over.

MAX: Hey, do you think there's a way out to the yard?

BREAK: Yeah, but they don't let anyone out after curfew.

MAX: There's too many rules in here. I'm going home.

BREAK: Well, don't let those big tall fences topped with the razor wire stop you.

MAX: I won't.

BREAK: Or the sharpshooters in the guard towers.

MAX: I've broken out of worse places than this.

BREAK: Look, the tough act routine might work with the boys, but you could get yourself killed.

MAX: Coming with me?

BREAK: Thank you, no. I have a date tonight.

(There's a guard approaching. Max asks Break if he's the one)

MAX: The shoe guy?

BREAK: Mm-hmm.

MAX: Cute.

BREAK: You won't think so when he's shooting at you.

(Later that night, Max tries to escape with Break's help)

BREAK: Go, go. More spotlights than a movie premiere.

MAX: Looks like I'm going to need a diversion.

BREAK: Well, leave it to me. If there's one thing I'm good at it's drawing attention. Sure I can't talk you out of this?

(Max removes her cap and gives it to Break)

MAX: Here. So you don't forget me. Thanks for the milk.

BREAK (singing): La donna e mobile qual piuma al vento mua d'accento

GUARD: Hey!

BREAK: E di pensiero sempre un amabile qual piuma el vento in pianto o in riso e menzognero

GUARD: Back inside...it's after curfew.

(The alarm is sounded. Max attempts to climb over the fence, but can't make it over. She jumps down and jumps back onto the fence, but gets pulled down by guards and thrown down)

BREAK: La donna e mobile...

GUARD: Knock it off!

BREAK: Muta d'accento...

GUARD: Knock it off! I don't like opera.

(Break gets hit in the chest with a night stick. Max is restrained. The warden comes out to investigate)

WARDEN: What do you got, gentlemen?

(The warden notices the barcode on Max's neck)

(Original Cindy and Logan are waiting in a car for Logan's friend to show up)

ORIGINAL CINDY (on cell): Put the key under the flowerpot by the door. Kendra, don't even go there. You can stay as long as you need to.

LOGAN: Tell her I've got some ideas on how to handle that cop on the take.

ORIGINAL CINDY (cell phone): Hear that? She says you the man. Peace. I'm out.

CINDY: I take it back.

LOGAN: What?

CINDY: The diss on you from before. I'm sorry. You're all right.

LOGAN: No problem.

CINDY: You like her, don't you?

LOGAN: Who?

CINDY: Max.

LOGAN: She's a good girl.

(A car approaches)

LOGAN: Here's my guy.

(Logan's friend gets out of his car and walks towards Logan's car)

LOGAN: Any luck?

MATT: Sorry it took so long. Had to call in a few favors to get into the evidence locker.

LOGAN: I owe you.

MATT: Why was your friend trying to steal that stuff, anyway?

LOGAN: It's complicated. Listen, there's...one more thing I need your help with.

(We see Original Cindy being processed at Langford Prison. Matt is helping her get in to find Max)

CINDY: Let go of me, you rat-soup-slurpin'-rankle-ass-pepper-gut-no-good-stank-lovin'-donut-eatin'-peep-oppressin'-po-po-son of a bitch.

GUARD: All right, what's the charge here?

MATT: Solicitation.

CINDY: Try participation. First he buss, then arrests me.

MATT: Had to be sure a criminal violation had in fact occurred, didn't I?

CINDY: Pig.

GUARD: Hands on the counter. Legs apart.

CINDY: Don't even think about messing up my do.

(Max wakes up to find herself in a bed in a small room. A girl enters)

MAX: Where am I?

MARIA: Warden's house. Don't get your hopes up. You're still inside the wire. What's your name?

MAX: Max.

MARIA: Maria. Heard you tried to escape.

MAX: Yeah. Turns out they frown on that kind of thing.

MARIA: Looks like they got you pretty good.

MAX: Do you work here?

MARIA: I was living in the jail with my mom when the riot happened. She got killed. The warden and his wife took me in.

MAX: I'm sorry.

MARIA: I'm glad you're here. When you're feeling better you can help me with the housework. It's not a lot...just the warden and his wife. The food's way better here, and you can have as much as you want. That's where I sleep. So at night, you and me can stay up late and talk. And with you here, maybe he...

MAX: What?

WARDEN'S WIFE: Maria!

MARIA: I'd better get back to work. I'll check on you later.

(Logan's back at his apartment. He hacked into Langford's computer system to find out where Max has been placed and where Original Cindy has been placed)

LOGAN: Come on, come on. Bingo. Okay, they put her in cell block G-4. G-4, same block.

BLING: Max's photos are in the records.

LOGAN: I know. Yeah, she's one girl who can't afford to be photographed.

BLING: Got a thing for this girl, don't you?

LOGAN: Why does everybody keep saying that?

(Inside the prison, Original Cindy is looking around for Max. She sees Max's hat and walks up to Break)

CINDY: Hey! Where'd you get that?

BREAK: What's it to you?

CINDY: This is Max's.

BREAK: You know her?

CINDY: I'm her homegirl, and if you touched one hair on her head...

BREAK: Take it easy. I'm her homegirl, too. She gave this to me right before she tried to bust out.

CINDY: Where is she?

BREAK: Heard they took her to the warden's.

(Cindy reveals some Tryptophan pills she had hidden)

CINDY: Well...I've got to get this to her, fast.

BREAK: Well, that is a problem because you are here and she is there.

CINDY: Well, we've got to figure out how to get me to her or she's going to die. And that's the straight-up truth.

BREAK: Do you do windows?

(Back at the Warden's house. Maria is wiping Max's forehead with a towel)

MARIA: You don't look too good. How you feeling? Stay out of his way, Maxie, or he'll start with you, too.

MAX: I'm sorry, Lucy. I shouldn't have gone without you.

(Flash to when she was staying with Lucy and her foster father. Her foster father periodically forced Lucy to spend time with him in his room)

MAX (voiceover): I knew what was happening...but I didn't stop him.

(Flash to combat training)

TRAINER: You engage an adversary only...if it is consistent with the overall strategic objective. Failing that, you will initiate a tactical withdrawal.

(Flash back to Lucy and her father)

Max: So I ran away. I left you there...with him.

(Back to present-day. The Warden has come by looking for Maria)

WARDEN: Maria.

MAX: No! Leave her alone!

(Max stumbles out of bed and knocks over a vase)

MARIA: I'll clean it up.

MAX: Sick bastard.

WARDEN: I was tired of her anyway. Why do you think you're here?

(Kendra walks up to Walter's police car and gives him some money)

KENDRA: Can we move back in now?

WALTER: You're asking a police officer to accept a bribe so you can trespass on private property? That's going to cost you an extra $150 a month.

KENDRA: Dirtbag.

(Switch to Vogelsang's office. He found a lead on Max and calls Lydecker)

VOGELSANG: Mr. Lydecker? It's Vogelsang. I got a call from a contact of mine who works as a bull over at Langford. I-I-I put the word out awhile ago that anyone that comes through the system with a bar code tattoo...that he should drop a dime and, well, he did. Well, one of the inmates...uh, a girl...she tried to escape last night. Almost made it. Yeah. See, Mr. Lydecker, I-I told you I'd play ball with you.

(The line goes dead)

VOGELSANG: M-Mr. Lydecker?

LYDECKER: Give me the Tac team. Langford Prison. Now.

(In Max's room at the Warden's quarters)

MARIA: I made you some tea.

MAX: Maria...I'm going to get you out of here.

MARIA: It's not that bad. Really. If he hadn't taken me in, it would have been worse for me.

(Lydecker and his men arrive at Langford. Lydecker heads to the guard at the desk)

LYDECKER: She has a bar code on the back of her neck.

GUARD: Can you give me a name at least, huh?

LYDECKER: No. Any files with identifying marks or tattoos?

GUARD: No.

(Lydecker motions his men to go into the prison)

GUARD: Hey, you can't go in there.

(The guard calls for the Warden'sr)

GUARD: Yeah. Get me the warden.

(Inside the prison, Break's friend tells Break he was able to get Original Cindy to the Warden's quarters)

BREAK'S FRIEND: I hooked your friend up. Put her on a work detail in the warden's house.

BREAK: Oh. Well, I see a pair of six-inch, black, patent-leather pumps in your future.

SOLDIER: Yo, get the door open! Open it now! Come on! All right! Clear the hall! Up against the wall! You! Get out!

LYDECKER: Check for bar codes.

(In the Warden's house, Original Cindy questions Maria)

CINDY: Yesterday they brought a girl in here. You know where she is?

MARIA: No. We should probably start with the downstairs bathroom.

CINDY: Don't make me ask you again.

(Back to the main prison office)

GUARD (on phone with Warden): His name is Lydecker, okay? He works for some government agency I've never heard of.

WARDEN: He say what he wanted with the girl?

GUARD: No, sir. Just that she has some kind of bar code on the back of her neck.

LYDECKER: Did you check solitary?

SOLDIER: Nothing. One of the guards says there's a work detail in the warden's quarters.

LYDECKER: Let's go.

(At the Warden's quarters)

WARDEN: Get up. You're going back. What you saw never happened. I don't know who these people are or why they're looking for you, but if you tell them anything about what happened here...

(Max gets up suddenly and grabs the Warden's throat. She presses him up against the wall. The Warden tries to pull a gun hidden in his pants, but Max knocks it to the floor)

MAX: Who's looking for me?

WARDEN: Lydecker.

(Original Cindy opens the door)

CINDY: Max, that's enough. Max. Damn, girl, what's in those pills?

MAX: Spinach.

(Max looks out the window and sees Lydecker and his soldiers approaching)

MAX (to Warden): You're going to help us get out of here.

WARDEN: I don't think so.

(Cindy grabs the gun, cocks it, and points it at the Warden)

CINDY: Think again. Come on.

MAX: Not without her.

CINDY: Let's go.

(Lydecker and his men enter the Warden's quarters. They find the room Max was in, but it's empty now. Max and her friends go to the Warden's car)

CINDY: Open it.

CINDY (to Maria): In the trunk, honey.

(Max and Maria climb into the trunk. Cindy takes the passenger seat and the Warden is driving)

CINDY (to Warden): Don't think I don't know how to use this. Anybody look twice you're the queen of the rose parade. Just smile and wave. Get in.

(Switch back to the guard)

GUARD: What do you mean, he left in his car? All right, you better check it out.

(The car is outside the prison on a long stretch of road between a row of trees)

CINDY: Something doesn't sound right. Pull over and let my girls out.

WARDEN: Whatever you say.

(The Warden swerves the car, surprising Original Cindy. The Warden hits her, stunning her. The Warden grabs the gun and stumbles out to the trunk. He's ready to fire into the trunk, but Max opens the trunk from the inside, knocking the gun out of the Warden's hands)

MAX: I broke your lock. Sorry.

(A jeep filled with prison guards drives by and Max meets them head on. She disposes of all the guards. Maria goes to help Original Cindy)

MARIA: Come on, Cindy. Hurry.

CINDY: Max, come on.

(Maria and Original Cindy take shelter in the woods as the Warden fires at them with his gun. Max drives the jeep towards the Warden and plows into the Warden's car, sending it into the Warden)

(Back at the main prison office area)

LYDECKER: I want the records of every female prisoner booked in the last two days.

GUARD: Yes, sir. 47 entries.

LYDECKER: Pull up the mug shots of all the ones under 25.

GUARD: All right.

(The computer starts beeping and we see on the monitor that the files are missing now)

GUARD: Umm...there's a problem.

LYDECKER: What the hell did you do?

GUARD: The whole damn file's gone. Okay? I didn't do anything.

LYDECKER: Oh, that hump Vogelsang just bought himself another manicure.

(Switch to Logan's apartment where he has just deleted the records from Langford Prison's computer system)

LOGAN: Like it never existed. I'd say my work is through here.

(Logan's cell phone rings)

LOGAN: Hello? Max. You all right? Thank God.

(At Original Cindy's place. Kendra is attending to Original Cindy's injuries)

CINDY: Ow! Careful.

KENDRA: Hold still.

CINDY: Bottom line...that SOB got what he deserved. He went splat.

MAX: Maria's totally crashed out.

CINDY: Mmm. Kid's been through a lot today.

MAX: Try the last few years. I'm going to let her sleep while I go to Logan's to find her a place to live.

KENDRA: Sounds like you all are lucky to be alive.

CINDY: Mmm. Original Cindy looked into the jaws of death and saw her own face.

MAX: Listen to the mama of drama over here. You took a hell of a chance coming in after me, though.

CINDY: You'd do the same for me. Besides, we're the ones who put you in there.

KENDRA: So Max, Original Cindy and I have been talking it over.

CINDY: Mm-hmm. Trouble follows you around like the tail on a dog. We're getting the vibe there's something going on that you don't want us to know about for some reason.

KENDRA: 'Cause maybe you think we can't handle it?

CINDY: But we can, 'cause we down like that.

MAX: I don't know what you guys are talking about.

KENDRA: This mysterious condition of yours.

CINDY: Those guys looking for you at the jail.

MAX: What guys?

CINDY: I'm asking you.

MAX: All right. You guys really want to know what's up with me?

CINDY: Please.

MAX: What if I told you I was a genetically revved-up female?

(Kendra and Original Cindy laugh)

KENDRA: Like we're not.

MAX: But...I'm a different kind of female altogether.

CINDY: Like you so special. Okay, fine, don't tell us, but whatever's going on just know...you still my boo.

KENDRA: Yeah. Me and sister girl got your back.

MAX: Guys...oh, my God. I completely forgot about Walter's money.

KENDRA: No worries. It's been handled.

(Walter is at home eating dinner and watching TV)

WALTER: Go, go, go, go, go. Hit him you moron. Yes!

(Logan has put out another streaming freedom video, this time about Walter)

EYES ONLY: This is a streaming freedom video bulletin. It cannot be traced. It cannot be stopped. It is the only free voice left in this city and it's coming straight to you, Officer Walter Eastep. That's right...you, Walter. Recognize yourself? That's you, extorting money from some squatters.

WALTER: It's going to cost you an extra $150...

EYES ONLY: My god. Dirty as the police department is...I don't think your bosses are going to want to see that tape broadcast 24/7. It's not like they care you took a bribe, just that you were dumb enough to get caught on videotape which spoils the party for everybody else. So here's how it's going to be, Walter. You quit shaking down those squatters and this little video stays between you and me. This has been a streaming freedom video from the Eyes Only informant net.

(At Logan's apartment, Max pays a visit)

MAX: How do you put this stuff together, Logan? The father runs a dairy farm. The mom's a local schoolteacher. They've always wanted kids, and to top it all off...she gets her own room

LOGAN: And a pony.

MAX: Forget Maria, I'm living with these people.

LOGAN: Well, they're dear friends of mine and they're really excited about this. I think it's going to work out great for everybody.

MAX: I'll get her over there first thing in the morning. Thanks for setting this up. That was a pretty bad scene she was in.

LOGAN: You were the one who cared enough about this girl to go in and get her out. You did a good thing, Max.

MAX: Better late than never.

LOGAN: I always knew that underneath that bioengineered, military-issue armor plating there was a beating heart.

MAX: Let's not go overboard here. I'm not signing up to join the Logan Cale brigade for the defense of widows, small children, and lost animals.

LOGAN: You could be field commander.

MAX: I think not. So what's for dinner? You gonna feed me or you gonna just sit there?

LOGAN: You know, you were much sweeter when you weren't feeling well.

MAX: The bitch is back.