(Opening Scene: A flash back Manticore. X-5's are marching and chanting. )

(We see Zack lay down on the observation bed hooked up to machines. There is a doctor looking at Zack's file as Lydecker walks in.)

Lydecker: Whenever you're ready.

Doctor: I don't recommend it. It's too soon to use psychoactives on him again. His system hasn't had time to recover.

Lydecker: Your concerns are noted. Now let's proceed.

Doctor: Just give me a day or two to stabilize his condition.

(Lydecker closes Zack's file and puts it down on a tray.)

Lydecker: Maybe you don't understand what's at stake. He knows where the x5s are. He's got it locked in his brain but I'm going to get it out.

Doctor: You're not going to get anything if he's dead.

Lydecker: I'll take that risk. Do it. Do it, or I'll find someone else who will.

(The doctor injects something into Zack's arm. Zack's fingers move.)

(The doctor points the laser at Zack's right eye and turns it on.)

Lydecker: Where are they, Zack? Where's Jondy? Where's Max? Tell me, and all this will be over.

(Zack has flashbacks of marching, training and escaping Manticore.)

(We see Zack wake up in a cell. His vision is blurry and sees a shadow of Max run by. The guard checks it out and Max fights him.)

(Max comes into the cell and gets Zack out. They escape.)

Max: Zack!

Zack: Max? How? how did... How did you...?

Max: Shh! I'll explain later. We got to get out of here.

Zack: Max, you shouldn't have come here.

Max: After what you did for me I couldn't just leave you here. Think you can make it over the perimeter fence?

Zack: If I can't, you go on without me.

(Max and Zack go into a room to hide.)

Max: The guards will be changing shifts soon. We'll make a break for it then. Did you tell them anything? About me or... The others?

Zack: No.

Max: Because if they've been compromised...

Zack: I didn't say anything.

Max: Tell me where they are so I can warn them.

Zack: I didn't say anything.

Max: You sure? What's the matter, Zack?

Zack: No. You tell me. You're not Max.

(Zack grabs Max by the neck.)

Max: Zack...

Zack: Who are you?!

Max: Zack! Zack...

(Max starts coughing )

(Zack regains clear vision and sees that the girl is NOT Max. The lights go on in the room and soldiers come in. The soldiers start beating on Zack.)

(Zack is gasping and slumps down as the doctor comes into the room)

Doctor: Leave him alone! Leave him alone! Stop!

(Lydecker walks in.)

Doctor: I'm telling you he can't take this.

Zack: I'll never... Tell... You... Anything.

(Zack smiles at Lydecker with blood dripping from his mouth.)

(At Logan's appartment, we see Bling wiping clean the exercise machines. Max enters the appartment with a bag.)

Max: Hey.

BLING: Hey.

Max: Check it out.

(Max pulls out a chicken from her bag.)

Bling: Haven't seen one of those in a while.

Max: Scored it at the farmer's market. Thought logan might want to whip up one of his spur-of-the-moment culinary miracles. He around?

Bling: He went for a walk.

Max: A walk?

Bling: Down by the waterfront.

(both laugh)

(Down by the waterfront, Logan is standing barefooted with a cane. Max walks down.)

Max: Hey. Trespassing. Can't you read?

Logan: Take off your shoes, and come here.

Max: I left you a little present back at your place. A fresh chicken.

Logan: Oh, wow. I see a poulet chez Cale in your future with a bottle of pre-pulse Nuits-St. George--say around... 8:00?

Max: I was hoping you'd say that.

Logan: It's beautiful, isn't it?

( Wave splashes )

Logan: ...and it's funny. For the first time in a long time... I feel like anything... And everything is possible.

(Logan steps into the water.)

Max: Aren't you cold?

Logan: Freezing... But it feels great.

(A hoverdrone flies over the area.)

Hover drone(voice over): This is a restricted area. Repeat: This is a restricted area.

Max: I hate those things.

Logan: Yeah. We better go.

Max: Guess so.

Logan: So, I'll see you tonight?

Max: Eight.

Logan: Sharp.

Max: I should get to work.

Logan: Yeah, I got to head home.

Max: Bye.

Logan: Bye.

(Logan and Max go off in opposite directions. They stop and turn around and go the other way.)

Max: Wrong way.

Logan: Wrong way.

(Jam Pony Headquarters)

Normal: How many times have I told you? You don't have a signature, you don't get paid for the run.

Jam Pony Messeger: Oh...

(Herbal gives some papers to Normal.)

Herbal: 225 Carrington.

Normal: Signature?

Herbal: Right there.

Normal: Robert Marley. That's more like it.

(Original Cindy and Sketchy each roll in with a shopping cart full of Original Cindy's belongings.)

Sketchy: Doesn't seem fair.

Original Cindy: It's not fair, but what was Original Cindy supposed to do? They turned off my electricity, my heat, even my water.

Normal: Uh, you're late.

Original Cindy: Back off. I'm going to put a smack-down on your ass.

Sketchy: Hey, cut her a little slack, man. She just got evicted from her apartment.

(Jam Pony Locker Area)

Max: I'm really sorry, girl. I can't help feeling responsible.

Original Cindy: Not your fault you got some hopped-up killing machines gunning for you.

Max: I can't believe they killed your super.

Original Cindy: Me, neither. Not that he didn't deserve it. I mean, he was a slumlord and a weasel. Guess I can't blame the folks for wanting me out of the building for bringing in a "bad element."

Max: First, you lose your job because of me and then your crib...

Original Cindy: Gig was a bust; crib was a dump. Original Cindy just got to stay strong with the struggle.

Max: Why don't you crash at my place?

Original Cindy: Thanks, but I don't want to impose.

Max: You're not. Kendra moved into her cop boyfriend's love nest so there's plenty of room.

Original Cindy: You sure?

Max: We'll move you in at lunch.

Original Cindy: Just one question. Those superfreaks still looking for you?

Max: That's the way I kick their butt.

Original Cindy: What about those black helicopter boys you got on your tail?

Max: That whole situation's pretty much chilled out.

Original Cindy: Aiight, I'm in.

Max: Cool. At lunch.

(Logan and Max are getting ready for dinner at their homes.)

(Logan throwing clothes out of his closet. Bling walks in.)

Bling: Everything all right?

Logan: Yeah. Why?

Bling: Tearing through there like you lost something.

Logan: I'm just trying to find something to wear.

(Back at Max's appartment with Original Cindy unpacking.)

Original Cindy: Where are you going anyway?

Max: Over to Logan's.

Original Cindy: Oh. So you got a date.

(Max looking through her closet.)

Logan: It's not a date. She's just coming over for dinner.

Bling: Uh-huh.

Logan: We have dinner all the time.

Bling: Yeah, but things are different now. The gun is loaded... If you know what i mean.

Max: No, I don't know what you mean.

Original Cindy: I've seen the way you two look at each other.

(Max is shaving her legs in the kitchen.)

Original Cindy: With him up and around now maybe you two can do something about it.

Max: We're not like that. Besides...

(Back at Logan's appartment, Logan preparing dinner.)

Logan: ...Just because I was in a wheelchair doesn't mean that I couldn't have gone there if I wanted to.

Bling: I understand.

Original Cindy: Wait. It doesn't matter whether the obstacle between you and him getting busy was physical or psychological. It's gone now.

Logan: And your point is...?

Bling: That's a whole new ball game... Which is why you're a nervous wreck.

(Logan laughs)

Logan: I'm not nervous. Ow!

(Logan cuts himself with a knife.)

Max: Yeah, right.

Original Cindy:This is just one more reason I'm glad I'm a lesbian. We don't put ourselves through all this drama. After the second date, we move in together.

Max: I'm telling you we're just a couple of friends getting together for dinner.

Logan: Anything more than that is a surefire way...

(Logan puts the chicken in the oven.)

Logan: To ruin a nice friendship.

Bling: Whatever you say but I'm clearing out of here just the same.

Original Cindy:If you're not coming home, could you just call so i don't worry?

(Zack is on a bed in Manticore, the doctor pulls a sheet over Zack. Lydecker is watching.)

( The scene shifts to a Manticore grave site with barcode tombstones. Soldiers lower Zack's coffin into the ground. The doctor and Lydecker watch on. Later that night Zack wakes up inside the coffin.)

(Zack pounds on the top of the coffin and pushes his way out of the grave. He runs through the woods and sees headlights from a car. The doctor is inside the car, Zack goes towards it.)

Doctor: You all right? I'm sorry. It was the only way to get you out. Here. Put these on.

(The doctor gives Zack some clothes to change into.)

Zack: Why are you helping me?

Doctor: So maybe I can live with myself.

(Zack gets into the car and they drive off.)

Doctor: I'll get you to the state line, then you're on your own. Just take it.

(The doctors hands over some money to Zack.A helicopter approaches. The car swerves to avoid gunfire. Zack gets out and sees Manticore hummers coming. He runs.)

Doctor: Run! Run!

( Dogs bark as more gunfire erupt. The doctor gets shot as Zack watches. The doctor motions for him to leave.)

Doctor: Go!

Tac Officer #1: All teams, he's on foot heading southeast from rally point seven.

(At Logan's appartment, Logan is lighting the candles and puts down his cane to open the door for Max.)

( Doorbell rings )

Max: Hey.

Logan: Hey.

(Logan and Max stare at each other.)

Logan: Come on in.

(Zack is at a payphone making a call.)

(Back at Max's appartment, Original Cindy putting up a Zena poster.)

( phone rings )

Original Cindy: Yeah.

Zack: Max?

Original Cindy: Who is this?

(At Logan's appartment, Logan and Max are sitting by the counter with an awkward silence and drinking wine.)

Logan: So...

Max: So...

Logan: So...

Max: So...

(The oven timer goes off)

Logan: Dinner.

(Logan goes over to the oven and takes out a chicken.)

Logan: Oh, no.

(Max walks over to see an uncooked chicken.)

Max: Chicken tartare?

(They both laugh.)

Logan: That's so wrong.

( Phone rings )

Logan: Can you get that?

Max: Yeah. Turn the oven on.

Logan: Oh.

(Max answers the phone.)

Max: Hello?

Zack: Max.

Max: Zack?

Zack: I need you.

(Max gets off the phone and gets ready to leave.)

Max: He's hiding in the woods near Manticore. I have to get to him before they find him.

Logan: No, those woods are going to be crawling with Lydecker's men.

Max: I'm going, Logan. I owe it to him.

Logan: Okay.

(Logan slams the door close as Max tries to get out.)

Logan: Say you make it past the sector checkpoint. Say you even manage to get to him. What makes you think you can slip through a Manticore dragnet and get back out?

Max: We did it once and we were just kids then.

(Logan closes the door again as Max tries to leave.)

Logan: What if it's a trap? What if Zack's been turned?

Max: Zack turned? You don't know him at all, do you?

(Logan closes the door again as Max attempts to leave.)

Logan: I am not letting you do this.

Max: Don't get me wrong. Nobody's gladder than me that you're on your feet, but--reality check--I could still kick your ass.

(Logan lets Max go.)

(Max gets through a checkpoint area and hiding inside a truck rig full of cars. Daylight comes and the truck gets stopped at another checkpoint.)

Sector Police: Contraband check. Shut her down. We got to search the whole rig.

( Motorcycle engine starts )

(Max leaps over the checkpoint on her Ninja. She then hides her bike in the forest greens and runs through it. Manticore soldiers are partrolling throughout the area. Max goes into a cave.)

Max : Zack?... Zack?

(Zack grabs Max around her neck.)

Max: Zack, it's me.

Zack: What are you doing here?

Max: You're hurting me.

Zack: He sent you.

Max: What are you talking about? You called me.

Zack: You're trying to trick me.

Max: I'm not trying to trick you. Lydecker's men are all over the place. We've got to get out of here.

Zack: He sent you here to bring me back but it's not going to work. You've been turned. You're a threat to the others.

(Zack is still choking Max as she struggles)

Max: Zack...

(Max flips Zack over on the ground.)

Max: Don't move.

Zack: I knew it. I knew you were one of them.

Max: If that were true, this would be the part where I call in a tac-team and turn you over to Lydecker. But it's not true. I'm here because you asked me to come.

(Zack starts crying.)

Zack: Max...

Max: Shh. It's okay. Everything's going to be all right. We'll stay here till it gets dark then I'm going to get you out of here. What did they do to you?

Zack: I didn't tell them anything, Max--about you or any of the others.

Max: If they used psychoactives on you, you can't be sure of anything.

Zack: I couldn't have said anything, Max, because I don't know anything. I made myself forget the way that they taught us to.

(Max flashes back to her Manticore training days and the psychoactives they used on her.)

Lydecker: No one can resist torture indefinitely. Not even you. The mind is infinitely pliable. You will reveal what you know.

Young Max: 4-5-9-7-4-2-3-5-6-9-4...

Lydecker: Memories can be buried... Obfuscated.

Young Max: 7-3-7-1-1-9...

Lydecker: You can learn to forget what you know. Your own name... Your own barcode...

Young Max: 5-4-9-7-4-2-3-5-6-9-4...

Lydecker: ...By deliberately flooding your mind with disinformation. You can so confuse your memory that you can't reveal the truth. Is this your barcode? Answer me.

(Max's flashback ends.)

Zack: I made myself forget. To protect you. To protect all of you.

Max: It's okay. It's over.

Zack: No. No, it's not. I'm the only one who knew. The only one. I've got to remember so that I can protect them.

Max: You will. You called me, right? You remembered my number.

Zack: It's not the same.

Max: Yes, you can do it if you try.

Zack: No, it's different with you.

Zack: I mean, how could I forget... A single thing about you? How could I?

( Helicopter approaching )

Max: Better check it out. Make sure we're okay in here. You stay put.

(Max leaves and Zack lies down. Zack has flashbacks of psychoactives, Manticore, escaping, and everything that has happened so far to the x5s.)

(Max returns. Zack wakes up.)

Max: It's me.

Zack: It's been a long time since I've been able to let my guard down long enough to sleep.

Zack: ...probably wouldn't bother you. You never slept much anyway.

Max: Me and Jondy. We must have shark DNA in us or something. Just don't need to sleep.

Zack: That's why she doesn't mind working nights. In a bar. In Portland. No, wait. That's Tinga. Jondy lives in San Francisco.

Max: Go on.

Zack: She lives right near the golden gate.

Max: What about Tinga? You said she lives in Portland.

Zack: Works at... A bakery. You should see how long her hair's gotten. It's like she hasn't cut it since the escape.

Max: And Zane, where does he live?

Zack: In L.A. He's a mechanic. He's got a dog. A German shepherd... Scary looking--like we had back in Manticore--but sweet.

Max: Keep going. You're doing great.

(Logan's appartment. Logan is calling Max's pager.)

Recorded message: The subscriber you are trying to page is out of service range. Please try...

Bling: Still can't get ahold of her, huh? I'm headed to the market. You need anything?

Logan: No, thanks.

(Bling leaves. Logan walks over to the counter and barely falls. His legs are acting up and are shaking.)

(Back in the cave.)

Max: Tell me about Krit. What's he up to?

Zack: Krit? I don't know.

Max: It's okay.

Zack: I...I can't remember.

Max: It's all right. It'll come back.

Zack: I saw Brin back at Manticore.

Max: We're going to get her out of there someday, you and me. You should get some rest. It won't be dark for awhile yet.

Zack: Thanks, Maxie... For coming to get me, I mean.

Max: It's the least I can do after what you've done for me.

Zack: Lydecker tried to trick me into thinking that you'd come for me before.

Max: What do you mean? Trick you how?

Zack: Shot me up with God knows what. Sent someone in pretending to be like you. Really messed with my head. So tired.

Max: It's okay. Sleep.

(Zack sleeps.)

Max: I'm going to head up the road. There's a gas station nearby. I'll get us some food. If I don't come back by sun down, keep going. Find the others.

(Max is running through the woods. She spots an undercover Manticore man at the gas station and listens in to his radio.)

Gas Station Attendant: We're in position and standing by. There's still no sign of her.

( Water trickling )

(Lydecker, the doctor, and a Manticore man is inside a van with computers.)

Lydecker (to walkie-talkie): Has she shown yet?

Gas Station Attendant: Negative.

Doctor: What do you think he'll do when she doesn't show up?

Lydecker: He'll do what she said to do. They'll assume that she's been captured and move long and try to find the others.

( Radio static )

Lydecker: What's wrong with the audio?

Sandoval: It shouldn't be breaking up like that, I'm still getting a strong GPS signal. He's moving.

(On the computer screen, there is map with the x5 target moving.

Lydecker (to walkie-talkie): Any sign of her yet?

Gas Station Attendant: Negative.

Lydecker: This is taking too long. Something's wrong.

Lydecker (to walkie-talkie): All units, this is command. We're bringing them in. He's moving south... Along the stream.

(The soldiers are moving along the stream. Max and Zack are moving along the stream.)

Sandoval: He stopped.

Lydecker (to walkie-talkie): Delta, this is control. Target is south your position, 1-7-5 degrees.

(Soldiers are by the stream at the GPS location.)

Tac Officer #2: Roger, control. We're moving in.

Soldier: Control, this delta team. We're on the target area. There's no sign of them, over.

Lydecker (to walkie-talkie): Well, that's impossible. He's right where you are.

(Lydecker is looking at the tracking screen.)

Tac Officer #2: Sir!

(A soldier pulls out a log with a transmitter wrapped around it from the stream.)

Tac Officer #2: The transmitter.

Lydecker (to walkie-talkie): Say again?

Tac Officer #2: He's pulled it out. Used it as a decoy.

(Lydecker Sighs )

(Max and Zack getting the Ninja out of the woods.)

Zack: Max... They were listening to us the whole time.

Max: They heard everything you told me about where the others are?

Zack: I got to warn them.

Max: We've got to get out of here first.

( Zack hops on Max's bike and the speed off)

(Logan's appartment)

Max: It was a trick. Lydecker let him escape so he'd lead him to the others.

Zack: I compromised the others. I jeopardized everything!

Logan: What do you mean? How?

Zack: By opening... My big mouth.

Logan: It's a long story.

(Lydecker and his people are listening to the taped conversation that Zack had with Max about the x5.)

Zack(recording): Works at... A bakery. You should see how long her hair's gotten. It's like she hasn't cut it since the escape.

(End recording)

Lydecker: He's going to try to warn them... And let they know they've been compromised. We're going to have to move on this and we're going to have to move fast.

(Back at Logan's appartment.)

Max: You said Tinga worked at a bakery in Portland. Which one?

Zack: I don't know.

Max: What about Zane? Where did he work? How did you stay in touch with him, Zack?

Zack: The contact number. I set up a voice... Mailbox so they could check in with me.

Max: And if you needed to reach one of them?

Zack: I'd call.

Max: Jondy? Did you call her? What was her number?

Zack: I don't know.

Max: Think, Zack. Her life depends on it.

Zack: Don't you think I know that by now?!

Logan: Just give him some time, Max.

Max: We don't have time. It could already be too late to save them. Sorry, it's not your fault. It's just... There has to be a way to warn them.

Logan: Maybe there is.

(Normal is at his Jam Pony Headquarters office watching and episode of Cops.)

( TV program starts)

Perp: What's going on?

Cop: What happened to your knee?

Perp: I fell chasing a guy.

Normal: Yeah, right, you sissy freak.

Cop 1: Stand over here for me.

Cop 2: Stand still for me.

Normal: Arrest him already. He's a reprobate.

Cop: Come here. Wait a minute.

Normal: Don't turn your back on a peace officer, you weenie.

(TV program interrupted)

Eyes Only: Do not attempt to adjust your set. This is a streaming freedom video bulletin.

(Normal yells at the screen)

Eyes Only: This cable hack cannot be traced it cannot be stopped and it is the only free voice left in this city. This is a message to those known as x5. You've been compromised. You're in danger. You know what to do.

(The broadcast is streamed throughout the country.)

(At a garage)

Mechanic: Hey, uh, Zane, hand me that 3/16th, will ya?

Eyes Only: I repeat you've been compromised.

Mechanic: Zane?

EYES Only: You know what to do.

Mechanic: Zane?

(Max and Zack are watching Logan deliver this message.)

Eyes Only: This message will repeat every hour on the hour until each of you has checked in.

Logan: Now we wait and see who calls into the contact number.

Max: Eyes only just made himself another enemy.

Logan: Well, it was getting a little quiet around here.

(Lydecker's van)

Sandoval: This "eyes only" is a pain-in-the-ass do-gooder, but smart.

Lydecker: But the question is, why is he trying to help... My kids?

Sandoval: I don't know. It's not the sort of thing he usually gets into.

Lydecker: When all of this is over... I want you to find out who this clown is.

(Logan's appartment)

Zack: Zane, Syl and Krit have all called in. They're already on the move.

Max: That just leaves Tinga and Jondy.

Zack: You sure I didn't blab about the others while Lydecker was listening?

Max: Believe me, I'd remember. So, how come you didn't give me this contact number of yours so I could find you if I needed to?

Zack: You know why.

Max: Because I haven't been a good little soldier and followed orders?

Zack: Something like that.

Max: Guess I won't be invited to the next x5 reunion.

Zack: You're too reckless, Max. I couldn't risk giving it to you. What if you got caught and Lydecker got it out of you?

Max: I'm too much of a liability to be trusted, is that it?

Zack: If you want to get on board with the way I do things it's not too late. First step though is leaving Seattle. I didn't think so. Especially not now.

Max: What are you talking about?

Zack: I'm talking about miracle boy over there.

(At Lydecker's place, Lydecker is looking at a file with pictures of the x5 kids.)

Sandoval: We got a lead on the girl in Portland.

Lydecker: Good. Have him send us a chopper ASAP. I'm going to take care of this one myself.

(Logan's appartment)

Zack: Just got a message from Tinga. Lydecker's onto her and she needs our help.

(We see Tinga running walking in abandoned bus depot in Portland. Manticore hummers are approaching. Tinga hides and the soldiers spread out.)

(Lydecker gets out of the vehicle.)

Lydecker: Good job. What's the sit-rep?

Soldier: She was last seen headed this way. We've secured the area. I've got men posted all along the perimeter. She's in here somewhere.

Lydecker: Do you know what she looks like?

Soldier: From when she applied for work at the bakery.

(The soldier shows Lydecker the picture of Tinga.)

Lydecker: All right, I want a point-to-point search with tazers only. I want her alive.

(Tinga is hiding inside a bus cataching her breath.)

Tinga: Come on, Zack. Where are you?

(Outside the bus, soldiers are showing Tinga's picture around and asking people if they've seen her.)

( Footsteps approaching )

(Manticore soldier looks inside the bus with a flashlight.)

Soldier: There she is!

(The soldier shines the light on Tinga.)

Tac Officer# 3(on walkie-talkie): She's moving west.

Lydecker (on walkie-talkie): Delta team, converge on target. Alpha team, establish a perimeter.

(Tinga kicks down and hits a Manticore soldier.)

Tac Officer #3: Delta team to command.

Lydecker (on walkie-talkie): Go ahead.

Tac Officer #3(on walkie-talkie): We have the subject in sight and are moving to subdue.

Lydecker (on walkie-talkie): All right, just remember, I want her alive.

(Max and Zack come to Tinga's rescue and helps her kick butt. Manticore soldiers surround the trio. One by one, the soldiers get knocked off. Moments later, Lydecker arrives at the scene to find all his men down. Max, Tinga, and Zack flee the scene and are running on top of parked buses. They get into Logan's Aztek when he arrives and they drive off.)

(Logan, Max, and Tinga watch Zack hot wire a vehicle.)

Logan: Is everybody in your family a thief?

Zack: Hit it.

Zack: How much in the tank?

Tinga: Three-quarters. Ought to be enough to get us to the Canadian border.

(Zack gets into the vehicle and looks at Max.)

Zack: Should I even ask? Let's go.

(Tinga turns to Max)

Tinga: What about you?

Zack: She's going back to Seattle.

Tinga: You're not coming with us?

Zack: Don't bother.

Tinga: Lydecker's...

Zack: I said, don't bother.

Tinga: You take care of yourself, baby sister.

Max: You, too.

(Max and Tinga hug.)

Zack: Thanks for getting me out.

Max: Guess this makes us even.

Zack: Guess so. Let's hope miracles come in two because you're going to need one to keep from getting caught.

(Tinga and Zack drive off.)

(Lydecker is in his car by the water, another vehicle approaches.)

Lydecker: Still smoking?

Sandoval: You lost him, Deck.

Lydecker: It was a calculated risk. The information we got on the other x5s more than made up for losing him.

Sandoval: If you say so.

Lydecker: They were underground and we forced them out in the open. Made them go on the run. No one on the run can avoid leaving a trail. Not even my kids.

Sandoval: The committee has decided that the x5 situation needs to be resolved. You are hereby authorized to use whatever means necessary to see that it is.

Lydecker: Am I to understand that to include using deadly force?

Sandoval: If that's what it takes.

Lydecker: I thought we wanted to keep them alive.

Sandoval: The committee wants this situation resolved.

Lydecker: You know i'm going to have to go up the line on this don't you?

Sandoval: Don't bother. She signed the directive.

(Lydecker laughs )

Sandoval: She asked me to pass on a personal message: If you have a problem executing the order... She'll find somebody else to do it.

Lydecker: That won't be necessary.

Sandoval: I didn't think it would be.

(Logan's appartment)

Max: She looks just like I remember. I wish I could have spent more time with her, though. Found out what her life's been like... What she's been up to.

Logan: Maybe after everything settles down you two can hook up.

Max: How?

(Logan holds up the phone.)

Logan: Last number dialed--Zack's contact number.

Max: Oh! I can't believe it. He usually covers his tracks way better than this.

Logan: You'd think, huh?

Max: Thanks. Got anything to eat?

Logan: Why don't you go see for yourself?

(Max laughs)

(Max opens the fridge. Logan's legs give way.. He has a hard time trying to hold on to the counter to stand back up.)

Max: Got a half a poulet chez Cale. Some leafy green stuff. Mashed potatoes. What do you say we have that dinner? Promise I won't bail on you this time.

Logan: Uh... I have to take a rain check. I've got some work to do.

Max: Oh, okay.

Logan: You can take it with you, if you want.

Max: No, I'll get something on the way home.

Logan: Okay, night.

( Door slams )

(Logan groans as he struggles to stand.)

(Max at a payphone making a call.)

Recorded message: The number you have reached is not in service at this time and there is no new number. Please be sure you have checked the telephone directory for the right number and you are dialing correctly...

(Max on top of the Space Needle, reflecting.)

Max: Guess I shouldn't be surprised. I mean, it's like I said he usually covers his tracks pretty good. I just didn't think he'd cover them from me. Must be a guy thing 'cause Logan can cover pretty good. Maybe it's me. Maybe there's something in the way i'm made that turns people away. All I know is it was easier before when I just didn't give a damn about anything.