(Opening scene: Max is in her bedroom getting dressed for work. She puts on a red jacket and grabs her back pack off a closet shelf and heads out into the kitchen and spots Original Cindy putting on a some facial cream.)

Max: Good morn'n.

Original Cindy: Good morning.

Max: What the hell are you doing?

Original Cindy: X-pholiating. Deep cleaning pores, slopping off dead skin cells, clarifying areas of hyper pigmentation.

Max: All before 9 a.m.?

Original Cindy: You should give it a try girl. Your face could use a little freshness.

Max: What's wrong with my face?

Original Cindy: Nothing, except it's all clogged up and tired and dull.

Max: It is?

(Max gets some coffee from a pot on the stove.)

Original Cindy: We're living in a dirty world boo. It can play havoc with a girl's complexion.

Max: Well, what's in that stuff?

Original Cindy: Milk, oatmeal, rosemary, hibiscus a half an egg, some vitamin a that I caged from Normal's private stash when he wasn't looking and some horsetail, for microcirculation. I'm going to whip you up a batch so you can start the new day with your skin all hydrated and glistening.

(Original Cindy picks up a carton of milk and Max snatches it out of her hand. Max sees a picture of Tinga on the back of the carton with a message that says "Have you seen my Mommy". Missing. Penny Smith, Age 22, Missing since FEB 25/2020. (555) 206-555-0011.)

(Max has a flash back of when she, Zack and Tinga were fighting with Lydecker's men in Portland when they last saw each other.)

Zack (voice over): Just got a message from Tinga. Lydecker's onto her, and she isn't home.

Tinga: You take care of yourself, baby sister. You, too.

(End flash back)

(Original Cindy takes the carton out of Max's hand and looks at it.)

Original Cindy: Penny Smith-- is she a friend of yours?

Max: Something like that.

(Max rushes out of the apartment)

(A man is on his knees helping a boy put on his shoes.)

Charlie: One down... two down. ( phone ringing )

Case: Daddy...

(The man gets up, puts some food in the boys lunch box.

Charlie: Just a second.

(The man picks up the phone)

Charlie: Hello?

(Max is on a pay phone)

Max: You don't know me, but I'm a friend of your wife's.

Charlie: Go get your books, kiddo.

(the boy runs off)

Charlie: Do you know where she is? Is she all right?

Max: As far as I know, yeah, but you have to stop looking for her.

Charlie: What?

Max: You don't know about her past? Why she has a bar code on the back of her neck?

Charlie: Her tattoo...

Max: Look, I know how this is going to sound but your wife isn't who you think she is and her name isn't Penny. It's Tinga. She's not missing; she's in hiding.

Charlie: Wh-what are you...? Who is this?...

Max: People are after her-- bad people you putting out that ad pretty much gave them directions to your house. Now they are gonna be after you.

Charlie: You think this is some kind of joke?

Max: Look, the phones are probably tapped. Just take your son and run. Now!

Charlie: You shut up about my son. Don't call here again.

(Both Max and the man hang up their phones. The man goes into another room where the child is playing with a puzzle on the floor. He picks up a photo Tinga and the child on the floor.)

Charlie: Ready for school?

(The boy nods yes)

Case: Daddy who was that?

Charlie: Just a wrong number. Where's your jacket?

(The man goes off to look for the jacket as the boy is completing a very large puzzle. The man finds the Jacket and comes back to help the boy put it on.)

Charlie: Aiight...Give me your other arm....here you go.

(The man looks down and notices the puzzle)

Charlie: Did Ms. Forsythe help you put that together?

Case: No. I did it.

Charlie: Sure you did... come on.

(They both leave the apartment.)

(Scene shifts to a school room where children are huddled on the floor drawing. A woman walks over to the boy from the apartment and interrupts his drawing.)

Teacher: Case. I have a surprise for you.

(The teacher takes the boy by the hand and leads him to another room where a man is standing by a window)

Teacher: Your doing so well in your classes from now on your gonna have a special tutor.

(Lydecker hold up a lollipop.)

Lydecker: Hi, Case.

(Scene shifts to Logan at his penthouse working on the exo skeleton that Phil gave him. The exo skeleton sparks and shorts out. )

(Logan sighs)

Sebastian (talking from a computer screen): What happened?

Logan: It shorted out. Again.

Sebastian (talking from a computer screen): Sounds like you need to replace the servo controller.

Logan: Well, I can't exactly call the pentagon and requisition one can I?

Sebastian (talking from a computer screen): Have to improvise. Maybe pull a controller from one of those robotic arms they use to handle toxic chemicals.

Logan: And how much is it going to cost me to get my hands on one of those?

Sebastian (talking from a computer screen): Since when do you care?

Logan: Problems with the family business. How much?

Sebastian (talking from a computer screen): Eight ..maybe ten grand.

(Logan exhales deeply )

Logan: Whatever. No guarantee I can get this contraption to work again anyway. Probably just wasting my time.

Sebastian (talking from a computer screen): Maybe... but on the off chance you could get back on your feet you got something better to waste it on?

( door opens and slams )

Max: Logan!

Logan: Uh, I'll be right there. I got to call you back. (shuts off the screen)

(Logan hides the exo skeleton by throwing a black canvas over it. Logan then heads out into the living room and sees Max.)

Logan: Hey. You all right?

Max: Considering I just found out I'm an aunt. Tinga has a kid in Portland. Her husband put out a missing person's ad on her.

Logan: Well, he did that I got to think that means he doesn't know about her.

Max: I tried to warn him but he thought I was a crank and hung up on me.

Logan: Can't really blame him.

Max: Guess I have to go to Portland.

Logan: Max... You know Lydecker's going to be all over this .

Max: Which is why I have to get them out of there as soon as possible.

(Logan sighs)

Max: Logan she's my sister. This is her family. She'd do the same for me.

Logan: So, when I tell you this is a bad idea a trap...?

Max: I say, "thanks for the good advice... and can you track down an address for me?"...

(Scene shifts to later in the evening. Case's father brings two books over to the boys bed.)

(The father sighs)

Charlie: Which story would you like tonight? How about bunky's rocket?

Case: I want mommy's story.

(The father puts down the books)

Charlie: There's a princess in mommy's stories, right?

Case: Uh-huh.

(The father tucks the boy into bed)

Charlie: Once upon a time, there was a princess who was born far, far away. She and all her brothers and sisters all lived together in a giant castle and they loved each other very, very much.

Case: The castle was a bad place.

Charlie: That's right. There was a king, and he was evil and he tried to hurt the children. So one day...

Case: You forgot about the anomolies in the basement.

Charlie: I don't think I know that part.

Case: You didn't tell me everybody's name.

Charlie: The princess had a name. What was it?

Case: Tinga.

(The father has a flash back of him picking up a photo of Tinga and Case.)

Max: Her name isn't penny. It's tinga.

(End flash back)

Charlie: Case?

(The father kisses the boy on the head and leaves the room. He looks out the window and then closes the drapes. Max is standing on a rooftop across from the apartment watching them.)

(Max spot some men on the street and use her enhanced vison. She notices their expensive shoes. )

Max: These guys never learn.

(Max hears something behind her and turns. She notices a shadowed figure from an adjacent roof top moving. Max rushes to intercept. A attacker drops from above and lands behind Max. The attacker tries to stab Max with a knife but is blocked. Max flips the attacker over and comes face to face with the atttacker.)

Max: Tinga, it's me!

(Scene shifts to Tinga's hide out)

Tinga: Did you get any recon?

Max: Lydecker's set up on the apartment. Got people on the outside of the building. Probably on the inside, too.

(Tinga takes out a handgun and loads a clip.)

Tinga: Are you strapped?

Max: I don't do guns. It'd be easier if we had a third person.

Tinga: If you're talking about zack... forget it. I left his ass in snowy Canada.

Max: Let me guess. Our big brother told you you were crazy for coming back here.

Tinga: Pretty much. I wish I could give Charlie... a heads-up, but I got to figure Lydecker's got the phones tapped.

Max: We only got one shot at this. We have to get them both at the same time.

Tinga: He walks case to school every morning. We could do it there.

(Tinga sighs )

Max: It's going to be okay.

Tinga: I wanted to go back for them, Max... you know, but how could I? What if I led Lydecker to them?

Max: I know.

Tinga: I thought they would be safer this way.

Max: You're going to be together again. I promise. (Max comforts Tinga)

(Scene shifts to Manitcore where Lydecker is on the computer. A woman comes.)

Madame X: I understand there's a development in the search for x5656? A husband and child in play?

(Sits across from Lydecker)

Lydecker: I was planning on filling you in at the, uh, briefing next week.

Madame X: Fill me in now.

Lydecker: We're keeping our man covered 24-7. I'm personally taking point on the boy.

Madame X: Is the child of any interest to us?

Lydecker: He's showing signs of accelerated motor control as well as heightened spatial recognition and advanced logical thinking.

Madame X: Really?

Lydecker: I'm as surprised as you. We've never had those kind of results in laboratory settings.

Madame X: Mix of x5 and human dna has almost exclusively resulted in offspring of spectacular mediocrity.

Lydecker: And those were the successes.

Madame X: The father... does, uh, he have any idea what's going on?

Lydecker: One of the others tried to warn him. X5452, I think. We traced the phone call to a pay phone in Seattle.

Madame X: "Hello, Mr. Smith, your wife's a genetically engineered soldier "escaped from a secret government lab and you're in terrible danger."

Lydecker: He didn't believe her.

Madame X: Nothing like having the truth work in your favor.

( chuckling )

Madame X: How often does that happen? The mother won't be able to stay away for long. Maternal instinct and all that. Grab them both, and take them back to manticore. I want to meet this little boy.

(Scene shifts to Max and Tinga watching a school from a nearby building. They both spot one man posing as a electrican working on wiring and another as a driver. )

Max: And those are just the ones we can see. Not alot of cover. Looks like our best shot is the apartment.

Tinga: Tonight.

(Tinga sighs as she sees Charile taking Case to school. Tinga smiles.)

Tinga: There they are.

Max: He's beautiful.

Tinga: Oh...look how much he's grown..

(Charlie is adjusting Case's clothes in front of the school.)

Charlie: Okay kiddo. You're gonna have a good day at school today?

Case: Uh-huh.

Charlie: What are you going to do today?

Case: Play with Donald. He's my new teacher.

Charlie: Your new teacher?

(Lydecker places his hand on Charlie's shoulder)

Lydecker: You have a very gifted son, Mr. Smith.

(From across the street Tinga and Max see Lydecker interacting with Case and Charlie.)

Tinga: What the hell is he doing here?

(Tinga rushes out toward Lydecker but Max grabs her quickly and pulls her back into the building.)

Tinga: What is he doing with my son?

Max: Take it easy.

(Lydecker squats down to talk to Case)

Case: Hi, Donald.

Lydecker: Hi, case. You ready? All right.

(Lydecker takes Case by the hand and takes him into the school as Charlie waves goodbye.)

(Scene shifts to Lydecker and Case in a room at school. Lydecker is holding up some cards and Case coloring in a book.)

Lydecker: Case, if these pieces were put back together which shape would they make?

(Case points to one of the options on the card)

Case: That one.

Lydecker: Good. Case, what's the number on my card?

Case: 4-1-2-8-0-0-9-0-8-7-6-9-4-5-7-3. Can I have another lollipop?

Lydecker: Sure.

(Gives Case a lolly pop and takes one for himself)

Lydecker: After this, would you like to go to the playg round?

Case: I like to climb the monkey bars.

Lydecker: You know, where i live... you can climb the monkey bars all day.

Case: You can?

Lydecker: Mm-hmm. And you can swim and you can play and there's a forest. It's a very happy place.

Case: Will my mommy be there?

Lydecker: Would you like that?

(Case nods yes.)

Lydecker: Then I think we can work it out.

(Scene shifts back to Tinga's hideout. Max is pointing at a map of Tinga's apartment building.)

Max: We got guys stationed at the east and west exits the lobby and the roof. From 0900 to 1700, two more posing as repair men in the apartment across the street.

Tinga: What, the old plumber gag? I thought that went out with J. Edgar hoover.

Max: Man loves the classics.

Tinga: That's a lot of manpower, max.

Max: Good thing we're a lot of girlpower.

(Tinga sighs)

Tinga: None of this would be happening if I had just told Charlie the truth.

Max: How come you didn't?

Tinga: I sort of did... the first night we met. I had never clicked with anyone so fast before. We just stayed up all night talking. He told me everything about himself. I mean, everything. Somehow I thought maybe he could handle hearing everything about me. And then I saw that look on his face.

Max: So you laughed it off and told him you were kidding. I've been there.

Tinga: You know, and then I told myself that if we ever got serious, I'd tell him. And then when we did I told myself if we ever had kids... And every time I tried I'd just remember that look on his face... and I couldn't do it.

Max: I feel you.

Tinga: You ever tell anyone?

Max: Only 'cause they kind of figured it out on their own.

Tinga: Boyfriend?

Max: Not exactly.

Tinga: He handled it okay?

Max: Yeah.

Tinga: When we get them out of there tonight I'm going to tell him everything.

Max: Honey, when you and me take out 20 trained operatives without breaking a sweat... I think he's going to come real on his own that there's something special about you.

(Scene shifts to manticore. Sandoval walks in looks up.)

Lydecker: Problem?

(Sandoval leaves a tape on Lydeckers desk and plays it.)

Sandoval: 10:17 this morning, Smith called his sister in phoenix.

(tape recorded conversation begins)

Charlie: I'm thinking of taking some time off and bringing case up for a visit.

Sister: Thought you wanted to stay in Portland in case anything turned up about Penny.

Charlie: Uh, I really need a break. Things are a little tense right now.

(tape recorded conversation ends)

Lydecker: He's been tipped. We're bringing them in. Tonight.

Sandoval: Yes, sir.

Lydecker: Have x5734 handle the transfer.

(Scene shifts to Max and Tinga sneaking across a rooftop. Max takes out a small handheld crosbow and fires a bolt across with a line attached to another roof top. Tinga secures the line on their side of the roof. Max and Tinga tight rope walk across.)

(They both begin to take out equipment from their packs when the sound of large truck approaching catches their attention. They look over the side of the roof and see Brin ordering soldiers.)

Brin: Alpha team, cover the exits. Bravo is in the apartment to retrieve the target. Move out. Go.

Max: Brin.

Tinga: She's one of them now.

(Scene shifts to Max and Tinga going down to the eight floor of the building. Max drops a smoke canister down a garbage chute in the hall way as Tinga keeps an eye out. Tinga pulls the fire alarm and it sounds )

(Residents flee down the stairs as Lydeckers men are trying to go up. Max spots two armed men and gives Tinga the heads up with a hand signal. They both rushes up and kcock over the armed men. The alarm continues. Tinga and Max slams open the door to Tinga's apartment and see Charlie holding Case in his arms though the smoke. )

Case: Mommy.

(Tinga rushes up to Charlie and Case and gives them a hug.)

Tinga: Hi, baby. Hi.

Max: Let's go, people.

(Max heads over to the kitchen sink with a blanket and Tinga runs over to a nearby wall and punches a hole with her fist. She retrives a automatic weapon and loads it as Max, Charlie and Case look at her with amazement/confusion.)

Tinga: I'll explain later.

(Max rushes over to charlie and puts a wet blanket over Case.)

Max: Stay close. Come on Trust me.

(Scene shifts to Brin standing outside of Tinga's building studying the scene. A soldier approaches her and shows her a grenade.)

Soldier: Smoke grenade.

Brin (on walkie talkie): All teams, this is control. There is no fire. Repeat, there is no fire. We have unauthorized personnel in the area. Bravo team, proceed immediately to objective offspring.

(Tinga takes the point as Max and the others are following behind. They're rounding a corner of the hallway and soldiers rushes up from the floor below on the stairs and point their weapons at the group.)

Soldier: Freeze.

(Tinga sprays the two soldiers with rounds killing them as Max pushes Charlie and Case out of the line of fire.)

Max: Take cover.

Tinga: Move.

(Max and the others follow Tinga to the elevators only to find that Lydeckers men are in them and are coming out. Tinga opens fire and the others duck back behind a wall. Tinga reloads and tries to take a pek but has to duck back from Lydecker men layin down supressing fire keeping them pinned.)

(Sound of foot steps coming closer.)

Max: There are men on the stairs.

(Sound of crashing glass and automatic gun fire erupt from where Lydeckers men are.)

Soldier: aaaahh...arrr...

(Tinga takes a peek and sees Zack standing over the dead bodies of the Lydeckers men with a gun in his hand.)

Zack: Is this an invite only, or can anyone crash?

(Max and the others are on the roof running towards their equipment)

Zack: You taking the express route?

Max: I'll lower Charlie down, then come back the way I came.

Zack: I'll guide you down, Max. It'll take the weight.

Max: Come on.

(Zack throws a set of lines down the side of the building.)

Tinga: Bye, honey. Okay, you have to hold really tight to mommy now. Okay? Yeah.

Max: You ever mountain climb?

(Max helps Charlie with his line.)

Charlie: No.

Max: It's easy. Meet you at the rendezvous point.

(Zack and the other's repel off the side of the building as Max holds the line for Charlie. Max watches for a second to make sure they make it alright and then turns to leave. Max hears a sound and a figure steps out from the shadows.)

Brin: You shouldn't have come here, Max.

Max: What did they do to you?

(Max and Brin circle each other.)

Bin: Made me better.

Max: They brainwashed you.

Brin: They made me remember what I am.

(Max and Brin drop into a fighting stance. They exchange a series of strikes and counter strikes. Brin breaks Max's defense and hits her in the face. Max attacks brin again only to have Brin catch her arms and kick her repeatedly. Brin finally kocks Max down and is about to deliver a final blow but stops.)

Brin: You're not the mission. Go.

(Max gets up)

Brin: You saved my life once; now we're even. The next time I see you, little sister I'm bringing you home.

(Max leaves as soldiers arrive a few seconds too late. They find only Brin standing on the roof alone.)

(Scene shifts to Tinga and Charlie sitting on a couch in Logan's penthouse. Case is sitting on the floor playing. Charlie gets up and walks away as Max watches from another room.)

Max: Had a run-in with a friend of ours on the roof tonight. Brin.

Zack: It's on us. We promised to get her out.

Logan: How's the happy couple?

Max: He'll get over it. They'll be safe together again.

Zack: For now. Those two aren't going to do anything but slow her down and mess with her judgment. If she's smart, she'll tell him to take the kid and go. Otherwise, they're going to wind up sharing a suite back at Manticore.

Max: You're a real family values guys, aren't you?

Zack: Family isn't an option. Not for us.

(Zack gets up and leaves)

Logan: You can't really blame the guy for being freaked out. Wonder why she never told him.

Max: You make it sound easy.

Logan: No. If you're going to have a relationship with someone you have a right to know what you're getting into.

Max: Only, the thing about relationships... is you never know what you're getting yourself into.

(Scene shifts to Max and Tinga putting Case to bed.)

Max: Is this okay?

Tinga: Yeah. Shh.

(Tinga tucks Case in.)

Case: Mommy, tell me a story.

Tinga: Okay, baby. What do you want to hear?

Case: About the princess. What happened once she ran away from the castle?

Tinga: Well, she met her prince and they fell in love and they had a family.

Case: Did they live happily ever after?

(Tinga kisses Case on the forehead.)

Tinga: I don't know, baby. I hope so....

(Scene shifts to Logan going into his kitchen, turns on the lights and sees Charile sitting there.)

Logan: Thought I heard somebody in here.

Charlie: Sorry. Couldn't sleep.

Logan: Want a drink?

Charlie: Yeah.

(Logan takes a bottle of wine from the counter)

Logan: Pre-pulse. Small batch. Last bottle.

Charlie: Don't you want to save it for a special occasion?

Logan: Guest needs a drink. In the Cale family, that's occasion enough.

(Logan pours them both some wine)

Charlie: So how long have you and Max been together?

Logan: Uh, we're not like that.

Charlie: Because of... what she is?

Logan: Because of a lot of things.

Charlie: When she first went missing I, uh, I couldn't deal. Almost sent case to live with my sister in Phoenix. But I, uh, I figured it out, you know? I'm not saying it was easy. It wasn't the same without Penny.... Tinga. But then, it's not the same now that she's back.

Logan: And it's never going to be.

Charlie: You know what I was thinking before you walked in? That maybe I ought to just take Case and get out of here.

Logan: Well, he's her son, too. You don't have the right to take him away from her.

Charlie: She had no right to get me into this. To get him into this.

Logan: Maybe not. But you're in it. And you're going to have to deal with it. And she hasn't changed. Everything else has, but she's still the same woman you fell in love with... raised a son with....don't throw it all away because some lunatic wants to throw her back into a cage.

(Sound of footsteps. Tinga and Max bring in Case. )

Charlie: Something wrong? He has a fever.

Max: Poor, baby.

(Max spots something on Cases neck)

Max: Oh, my god.

(They can see A red welt on Cases neck turning into a barcode.)

Tinga: What's happening?

(The next morning Max and everyone else are gathered in Logan's living room. Tinga has Cases head in her arms.)

Tinga: He's burning up.

Charlie: What's going on? Will someone please tell me what the hell is going on?

Max: It's a message from Lydecker.

Charlie: Well, what's that supposed to mean?

(Max looks at Cases barcode)

Max: Let me see. It's 14 digits. Manticore bar codes are only 12.

Charlie: This is insane. I'm taking him to the hospital.

Zack: No, that's what Lydecker wants.

Charlie: Stay out of this.

Tinga: Charlie, wait.

Charlie: We've got to do something, Penny.

Zack: Tinga.

Charlie: Listen, you son of a-- wait. (Zack choking Charlie )

Max:Wait!.. That's enough.

(Zack releases Charlie)

Logan: It's a phone number. My guess is, Lydecker's private line. If you give me a minute, I can scramble the signal, make it untraceable.

Max: We need to bring down his core temperature. Fill the tub with ice.

(At manticore Madame X is peering through a microscope.)

Madame X: They almost look like they're alive.

Lydecker: In a way, they almost are. They're designed to incorporate themselves in the body's cellular machinery stimulating metabolic activity and enhanced neuromuscular function.

Madame X: And in this case, I take it that you've programmed them to do the exact opposite?...

Lydecker: Yeah.

Madame X: I must say, I'm impressed.

(phone rings)

Lydecker: That'll be them.

Madame X: Put it on speaker.

(ringing continues)

Lydecker: Yes?

(The scene shifts to Max on the phone as Tinga and the others are listening)

Max: Is this some kind of bioengineered virus?

Lydecker: Nanotechnology.

Max: My next guess.

Lydecker: I'd say he has about six hours left.

Max: You sick bastard.

Lydecker: I don't want to see him die any more than you do.

Max: What do you want?

Lydecker: Tinga.

Max: After what you did to Brin?

Lydecker: She's quite happy where she is.

Max: Back with the children of the damned? Forget it.

Lydecker: It's not your decision to make. Tell your sister I'll save her son... when she gives herself up.

Max: We'll get back to you.

(At manticore)

Lydecker: In a few hours, the convulsions will start. They'll call back.

Madame X: You're not really going to give up the boy?

Lydecker: You try something with these kids you'll end up with nothing. Besides, it's the mother we're interested in. From what we can tell from the child's dna there's something about her genetic makeup that allows her to pass along traits to her offspring.

Madame X: The goose that laid the golden egg.

Lydecker: Once she's back... we can make a hundred more like him.

Madame X: Your call.

(Scene shifts back to Logans penthouse. Tinga and Charlie are holding Case who is getting worse.)

Tinga: Make the call.

(Zack who is standing by a window shakes his head and turns to leave)

Tinga: He's going to be okay.

Charlie: I can't lose you again.

(Charlie and Tnga comfort one another)

Tinga: This is the only way.

(Max gets up and leaves. She finds Zack at the elevator about to leave.)

Zack: You know Lydecker's not going to hold up his end of the deal. You can't trust him.

Max: We have no choice.

Zack: You go through with this and you're on your own. I won't have anything to do with him.

Max: Big surprise.

(Zack sighs)

Zack: She made herself vulnerable and now she's paying the price. Don't make the same mistake.

(At south Market Max waits for Lydecker to show behind a fence. Humvee's pull up. Lydecker and Brin exit the humvee's. )

Max: Show me.

(Lydecker is on the other side of the fence. He pulls out a hypo spray to show Max. Max nods to the vehicle behind her and Tinga, Charlie and Case come out. )

Tinga: Please don't let him forget me.

Charlie: I won't.

(Charlie and Tinga kiss)

Charlie: I love you.

Tinga: You too.

(Tinga walks over to Max and holds her hand for a moment before going to the other side of the fence. Tinga holds up her hand as Brin approaches her making sure Max gets the hypo.)

Lydecker: Here. Just put it close to his neck over the bar code.

(Max administers the spray)

Case: Daddy? Daddy..

(Seeing that the spray has worked Brin takes Tinga into the Humvee. Max pulls Charlie and Case away and back towards the vehicle.)

Max: Let's go.

Lydecker: This isn't as big a tragedy as you think it is.

Max: Whatever you have to tell yourself.

Brin (walkie talkie): Move in.

(A car spped up and cut off escape for Max's vehicle. A man with a taser rushes up at Max. Max kicks the attacker in the stomach as Brin pulls away with the humvee leaving Lydecker standing there confused. Another man rushes up and knocks out Charlie and takes case out of the vehicle while Max is dispatching her opponents.)

Lydecker: Delta, this is control. What the hell is going on?

(The man who took Case throws the boy into a old station wagon and speeds off)

Max: You son of a bitch!

Lydecker: It wasn't me.

(Max runs off to chase the wagon with Case in it. Gunfire erupts form above at the fleeing wagon. Zack is swinging down on a line firing a M-16 into the hood or the car. The car crashes into a stand. Zack lands and smashes the side window of the car and drags out the an who took Case and begins kicking him as Max rushes and knocks our another guard in the car. Max takes Case out of the car unharmed.)

Max: You got a thing for dramatic entrances, huh?

Zack: I told you he'd try to pull something.

Max: I don't think it was Lydecker.

(Scene shifts to Brin sitting on the passenger side of the humvee as Tinga is in the back behind a partition with an armed guard. Lydecker calls in from over the radio.)

Lydecker (radio): Delta, this is control. Under whose authority do you think you're...?

Tinga: What did you do? Where's Case?

(Brin quickly turns around and punches a fist through the partition and snaps the neck of the armed guard, she then kicks the driver unconscious and takes control of the humvee.)

Tinga: I knew you couldn't be one of them.

Brin: Shut up.

(Brin punches Tinga in the face unconscious.)

(Scene shifts to another humvee pulling up to the one that carried Tinga. Lydecker finds Brin unconscious, slumped over a seat with a wound on her forehead.)

Lydecker: Brin.

Soldier: Is she alive, sir?

Lydecker: Pulse is strong.

Soldier: X5656 is gone, sir.

(Later at Manticore)

Lydecker: What the hell did you think you were going to accomplish with that little stunt?

Madame X: I wanted a hat trick.

Lydecker: And now we have nothing. Tinga escaped, and we lost the boy.

Madame X: Wouldn't want anyone to accuse me of playing it safe.

Lydecker: I'll be sure and include that in my report t o the committee.

Madame X: You do that.

(Scene shifts to Zack and Max at the water front. Zack is throwing srcks into the river.)

Zack: If it wasn't him that double-crossed us then who?

Max: Good question.

Zack: Only it doesn't matter. I mean, Lydecker, someone else-- what difference does it make? We've been running half our lives, max. They just keep coming.

Max: Taking us down one by one.

Zack: I'm not going to let them do to Tinga what they did to Brin. We're going to get her out somehow.

(Zack sighs)

Zack: Take care of yourself.

(Zack and Max hug and Zack leaves)

Max: You too.

(Next morning at a pier Brin and Madame X meet for a face to face. Madame X is holdin a cup of coffee.)

Madame X: Good work.

Brin: I'm sorry we didn't get them all.

Madame X: Aahh..the important thing is that you recovered X5656.

Brin: May I ask when she'll be returned to Manticore?

Madame X: In due time. Until then operational secrecy remains in effect, particularly with regard to Lydecker.

Brin: I understand.

(Brin salutes Madame X an leaves in her humvee.)

Madame X: Dismissed

(Scene shifts to Logans Penthouse. Max is standing next to Charlie who is carrying Case in his arms. Logan comes into the kitchen and sees them all.)

Logan: My friends can get you over the border tonight.

(Logan hands Max a envelope to give Charlie.)

Logan: You should be able to get work on the East coast with these.

(Charlie takes the envelope from Max)

Charlie: Apperciate everything you've done for us. I don't know how I can repay you.

Max: You just take care of my nephew.

Charlie: You know this whole time I been thinking that she shoulda told me from the start that she was...different. Truth is ..I probably would've walked away.

(Charlie laughs)

Charlie: Would've been the biggest mistake of my life. Cause even after everything that's happened ..I wouldn't give up one minute of the time that we spent together. Not a second.

(Charlie looks at both Logan and Max)

Case: Where's mommy.

Charlie: Mommy had to go away.

Case: She went back to the castle didn't she? To fight the evil king.

Max: I'll get her back to you. Okay?..I promise.

Charlie: Not a second.

(Charlie and Case leave and Max turns to look at Logan.)

(Scene shifts to Max standing on top of the space needle at night. She's looking over the city.)

Max (voice over): Once upon a time there was a princess who lived in a castle in a faraway land. One day she and her brothers and sisters escaped the evil king who held them captive there and tried to make their way in the world....

(Scene shifts to a car driving up to a secured facility. Madame X leaves her car and greeted by guards at the perimiter of the facility. Madame X goes inside the facility.)

Max (voice over continued): ...it was hard because the king never stopped looking for them. But the princess was lucky. She fell in love and had a family and she was very happy. But one day the evil king and his men found her and took her away. So there was no happily ever after. Only the happily ever now that had been her's for a little while..and no matter what they did to the princess, nothing they did could ever take that away from her.

(Scene shifts to inside the facility whem Madame X comes in as Tinga is suspened inside a chamber filled with a greenish liquid. A technician monitors Tinga from a control panel that Madame X looks over. Madame X is pleased and smiles.)