(Opening Scene: Original Cindy is at the kitchen sink of their apartment doing laundry. She's listening to some tunes on her CD player. Max walks into the apartment bringing in a live chicken in a cage.)

Original Cindy: Hey, boo.

Max: Look what I scored. Is this or is this not the most beautiful bird you've ever seen in your entire life?

Original Cindy: It's all right for a chicken. What are you going to do with it?

Max: Eat it. Do we have any garlic? 'Cause Logan always uses garlic and it's so good.

Original Cindy: What? You're going to kill it?

Max: I'm not going to wait around and let it die of old age.

(Max and Original Cindy look at the chicken in it's cage)

Original Cindy: But look at his little chicken face. Hi.

Max: Must be my feline dna 'cause when I look at this little face... I see dinner.

(Max reaches into the cage and the sound clucking, squawks and bones snapping as Original Cindy turns her head away in revulsion. )

Original Cindy: Ugh. (A jazzy tune plays in the background as Max is sitting at a table eating. )

Max: Mmm. Are you sure you don't want any? It's really good.

Original Cindy: Not hungry. ( phone ringing )

Max: What's up?

Logan: It's me. Some info's come my way. I think you should stop by.

Max: Sure thing. I'll be right over. I've got to blaze. Later.

(Max leaves as Original Cindy heads over to a pot and samples the cooked chicken Max made.

Original Cindy: Mmm.

(Max at Logan's penthouse sitting across from Logan and his computer.)

Max: This about my stuff? You get a lead on one of the others?...

Logan: I have an informant in the coroner's office. Yesterday a body was found in the woods outside the city. Had a barcode on his neck. My informant sent me a picture of the barcode.

Max: It's Ben.

Logan: One of the 12 that escaped with you?

Max: I want to see him.

(Logan picks up the phone and starts dialing)

Logan: I'll set it up.

Max: When a soldier dies, you pay your respects.

(Max has a flash back of a young Ben at Manticore making shadow puppets on the wall as a Young Max is watching on her bed smiling.)

Logan: They're expecting you. Max. Someone or something out there is strong enough to overpower an x5. Be careful. (Max nods her head)

(Max arrives at the coroner's office and heads over to a clerk)

Max: I'm here to see Dr. Shankar.

Clerk: Have a seat; she'll be right with you.

(Max takes a seat and begins to have flash backs. The X-5 children are gathered around a bed listening to a Young Ben.)

Young Max (voice over): Tell us the story, Ben.

Young Ben: Only the best soldiers get to go to the good place. The ones who fail, you know what happens to them?

Young Max: They disappear.

Ben: To the bad place, where they open you up and drink your blood until you're almost dead. Then they leave you there for the nomlies.

(Scene cuts to Lydecker leading the X-5's marching down a hall. A snarling sound startles the group as they huddle against a wall. )

Lydecker: Keep moving soldiers. No one told you to stop.

(Scene shifts back to the X-5's gathered around the bed.)

Young Ben: They crawl up from the basement through special tunnels and when you re not looking bam! (all the other children flinch) they break through the wall and drag you away.

Young Zack: Well, what do the nomlies do with you?

Young Ben: They keep you as prisoner of war and eat you up little by little forever.

(End of flash back)
Clerk: Miss, Miss? Dr Shankar will see you now.

(Max head into the morgue)

Max: Eyes Only mentioned he wanted you to keep this under wraps.

Dr Shankar: After I've finished the autopsy I'll cremate the body and send him a report as for my records I guess I must have misplaced them here's what we know so far the killer was incredibly strong. Snapped the neck at the second vertabrae with one hand. The victims face and arms were covered with cuts and abrasions that indicate he was moving fast through the brush. My guess was he was running for his life.

(Max has a breif flash back to a scene in which someone is running)

Dr Shankar: The body was found displayed on a rock outcropping.

(Max has another brief flashback of a body covered in blood)

Max: Displayed?

Dr Shankar: His left arm was twisted around behind his back. Broken at the elbow, his shoulder dislocated, no bruising, so it was done post mortem. His teeth..

Max: Were pulled out..

Dr Shankar: Yes.

Max: I heard somewhere that they do that sometimes to insure that the victim can't be indentified through dental records.

Dr Shankar: Ususally they just smash them. This was done very percisely. Vertically. Could be that he kept them as some kind of souvenir.

Max: Can I see him now?

Dr Shankar: uh hmm..

(Dr Shankar slides a covered body out and unveils the face. Max has a breif flash back of Young Ben making shadow puppets with his hand.)

Dr Shankar: Asian male, approximately 20 years of age. Tatoo's still healing. So I would say it was done within the last two weeks.

(Doctor turns the body over to show the tatooed barcode on the neck of the corpse.)

Max: Doesn't make any sense

Dr Shankar: yeah..never does. Still shocks me what people can do to each other.

Max: What's that on his neck?

Dr Shankar: Could be a failed attempt at strangulation. Or possibly, he was wearing some kind of necklace that was torn off at some point. I took some fingernail scrapings. Sent them off to the lab for analysis.

(A commotion outside interuppts Max and Dr. Shankar's conversation. The doctor heads toward the door to check as Max drifts back.)

Clerk: Stop.

Lydecker: Don't trouble yourself. This is federal business.

(Two armed soldiers burst in with Lydecker following close behind.)

Lydecker: Dr. Shankar.

Dr Shankar: Yes.

(Lydecker takes out a ID and shows it to the doctor.)

Lydecker: We're here to take possession of John Doe 20-514.

(The doctor turns and notices Max is gone.)

Dr Shankar: Uh... I'll prepare him for transport.

Lydecker: That's all right. My men will take care of him. You can leave.

(Max is hiding in a body fridge.)

(Logan is sitting at a window of his penthouse talking on the phone. Max is on the street talking to Logan on a pay phone.)

Logan: Did you get a chance to say goodbye ?

Max: Yeah, I did.

Logan: I'm sorry, Max. I know how much Ben and the others mean to you. Why don't you come by later? I'll fix us something to eat.

Max: No, thanks. Something I got to do. I'll catch up with you later? (Max hangs up.)

(Max is in a wooded area, birds are chirping. Max sees the rock outcroping mentioned by the doctor. There's dried blood all over the rock. Max spots a medallion with her enhanced vision hanging on a tree.)

(Max begins to have a flash back. A boy is lying on a bed panting. )

Young Max: What do we do?

Young Zack: If they see him like this you know what will happen.

Young Ben: They'll give him to the nomlies. (A bolt unlatches and a janitor comes in. The boy on the bed continues panting from the sizure and the Janitor notices and comes over. He takes out a card and hands it to the boy.)

Janitor: Pray to her. She'll watch over you.

Young Ben: What did he give you?

Young Jack(boy on bed): You can see her heart.

Young Zack: She's beautiful.

Young Max: The blue lady, who is she?

Young Ben: She's watching over us.

(End Flashback)

Max: Ben, what are you doing?

(Ben is standing in front of a mirror studying himself. He is later fully dressed and enters a cell and talks to a man inside.)

Ben: It's time. Put this on. (Ben holds out a medallion)

(The man from the cell is now seen running through the woods armed with a crossbow. He is panting as Ben is chasing him. The man fires the crossbow at Ben but he catchs it inches from his face. The man then pulls out a knife. Ben comes up behind the man and snaps his neck.)

(Max is standing behind Logan at his penthouse)

Max: Another body?

Logan: Found about ten miles southeast of the first. Same M.O. Dr. Shankar managed to sneak me some morgue shots before Lydecker caught wind and took the body. Same barcode. Identical to Ben's. You sure that was him in the morgue yesterday?

(Max has a quick flash back in which a Young Max and Ben are running through the woods.)

Logan: Max? I don't know. You don't know.

Max: I'm not sure.

Logan: He's the closest thing you have to a brother and you're not sure.

Max: That's what I said.

Logan: Well, they can't both be Ben.

(Max has a brief flash back of a man running through the woods.)

Logan: Max?

Max: Neither of them is.

(Max has another brief flash back of Young Ben ordering a Young Max to go a certain direction)

Max: Ben killed those men, all right?

Logan: What?

Max: You heard me, he killed them.

Logan: How do you know?

(Another brief flashback in which she sees a bloody shirt and a Young Max climbing up an incline)

Max: I just do.

Logan: What the hell is that supposed to mean?

Max: Stay out of it.

Logan: Stay out of it? There's an x5 out there killing people. And Seattle isn't his first stop. I had Beverly reach out to M.E.s in other cities. Two murders in Chicago fit the profile. Four in Miami, three in New York. In each case, Lydecker swooped in and shut down the investigation. For some reason, he's protecting a killer. And apparently, so are you.

Max: I'm not protecting anybody.

Logan: Then why did you lie to me?

Max: If your brother was a murderer would you want people to know?

Logan: I'd want him stopped.

Max: I'm on it, Logan

Logan: Let me help

Max: I don't want your help

Logan: Why not? what's going on? what are you not telling me?

Max: Back off and let me handle this.

(Max walks into "Our Lady of the Sacred Heart church". Max looks around and finds a statue of the blue lady. A flash back begins. A young Max is sleeping on her bed as someone comes up to her bed and shakes her.)

Young Jack( whispering ): Max, wake up-- we re going

Young Max: mmm where?

Young Jack: To the high place

(A young Max and Young Jack climb up a pipe to the roof and meet up with the other X-5's. They gather nearby a pile of teeth on a cloth and the card with the blue lady.)

Young Ben: They make her stronger so she can fight the nomlies.

(End flash back.)

(Max notices a folded cloth at the base of the statue. She opens it to find a collection of teeth and gasps.)

(Max sit on a church bench and waits as night passes into the next day. She looks around hoping to catch a glimpse of Ben. A man approaches her.)

Father Destry: I haven't seen you around here before you

Max: Sniff out honeys in church

Father Destry: Father Destry

Max: oh..

Father Destry: I noticed you've been sitting here a long time since yesterday, if I'm not mistaken

Max: Is there some kind of time limit

Father Destry: Not at all our doors are always open look, I don't mean to intrude but when people who don't come to church suddenly show up it s usually cause they re carrying around something they need help with

Max: I'm okay.

Father Destry: If you say so .

Max: Do you think there are some things that are unforgivable

Father Destry: God s forgiveness has no limits.

Max: That s big of him.

Father Destry: He forgives things that you or I may not be able to forgive in others, and in ourselves see that confessional it s not easy walking in there but you feel a whole lot better walking out.

Max: Thanks anyway.

Father Destry: The thing about carrying around secrets is they have a tendency to get heavier.

(Father Destry gets up and leaves as Ben walks past. Max gets up and follow him to the statue.)

Max: Ben...

Ben: Max?

Max: Ben, why are you doing this?

Ben: You know why. (Ben rushes past Max and escapes.)

(Bling is coming into the penthouse carrying groceries. Logan is sitting by the phone.)

Bling: Still haven't heard from her, huh?

Logan: She didn't go home last night. She didn't show up for work this morning.

Bling: She can take care of herself.

Logan: Not when it comes to her family. ( phone dialing ) Sebastian, it's Logan. I need to get in touch with someone. Thought you might be able to help track him down. Name's Lydecker.

(The scene shits to the confessional as Bells are tolling in the background of "Our Lady of the Sacred Heart church". Two figures are inside the confessional.)

Father Destry: In the name of the father, and the son, holy spirit, amen. And how long has it been since your last confession?

Ben: I've never been to confession.

Father Destry: You're not a catholic, then?

Ben: No. But I do have faith in the lady.

Father Destry: Our blessed lady.

Ben: Yes.

Father Destry: Well, why don't you tell me your sins then?

Ben: I've killed.

Father Destry: Go on.

Ben: I've taken human life. What more is there to say?

Father Destry: Murder is a grave sin, yes but killing in self-defense or to prevent an injustice like when a policeman or soldier...

Ben: I'm a soldier.

Father Destry: I see.

Ben: Killing is what i was trained to do.

Father Destry: You're troubled by it. That's why you're here now.

Ben: Sometimes, I feel the lady's given up on me.

Father Destry: No. She never gives up on any of us. We have to have faith in her.

Ben: I try...

Father Destry: We have to put our lives in her hands.

Ben: Is your life in her hands?

Father Destry: She's always at my side.

Ben: She protects you?

Father Destry: She's always there to help me.

Ben: Then you've got nothing to be afraid of.

(Ben reaches through the confessional and grabs Father Destry by the throat.)

Father Destry: Arrgghh..

(Ben has taken Father Destry to his home.)

Ben: Don't worry father. I'll do everything to help you be ready. Your strength is your faith. Your Belief in the lady. Tell me you don't believe in her and I'll set you free. I'm not a liar. I didn't think so. Well if anyone is worthy of her it's you.

(Ben reaches for a handgun hanging on a wall)

Father Destry: I won't fight you.

Ben: If you don't stop me when the time comes then I'll just keep killing. I'm guessing that you've never handled a gun before.

(Ben tosses the handgun a clip to Father Destry.)

Ben: Go ahead slide the clip in. Good.

Father Destry: On the floor now!

Ben: Give me the gun.

(Ben slowly walks towards the Father)

Father Destry: Stay back...don't think I won't do it. I'm not going to let yu keep killing. Stay back! God forgive me.

(A shot rings out and Ben rushes up and disarms the Father, knocking him to the ground.)

(A needle buzzes as Ben is tatooing a barcode on Father Destry's neck as he sits strapped in a chair. )

Ben: Sit still-- this has to be perfect ( needle buzzes )

(Scene switches to Max arriving at the church. Part of the confessional is in ruins. A crowd is gathered around the scene.)

Max: Excuse me, I'm looking for Father Destry.

Old woman (with a rosary): He's been kidnapped right out of the confessional. I don t know what's happening in this world

(Max rushes outside and walks along a busy street. A flash back begins. A young X-5 is suffering sizeures on the floor.)

Young Max: What'll happen to him?

Young Ben: They'll take him to the bad place and drink his blood and the nomlies they'll take him away.

Young Max: The blue lady, why doesn't she protect him?

(Young Ben climbs up to the roof as Max watches from a window.)

Young Ben: I'm going to the high place I'll ask her why what did we do wrong we believe in you! ( sirens wail )

(End flash back)

(Max looks up at the skyline and sees the Space Needle)

Max: The high place.

(Ben is standing on top of the space needle looking over Seattle)

(A monitor showing the murder sites. Lydecker and Sandoval are at their base of operations.)

Sandoval: Did the message say what eyes only wanted to talk to you about?

Lydecker: No.

Sandoval: Maybe you should take the meeting. Maybe he knows something about these killings.

Lydecker: I don't like it. He could blow this whole damn thing wide open.

(A blonde woman walks into the woman)

Madame X: Hello, deck.

(Sandoval leaves as Madame X sits in Lydecker's chair.)

Lydecker: Make yourself at home. To what do I owe this... pleasure?

Madame X: Well, I read the reports. They found two bodies in Seattle already only a few days apart. He's accelerating.

Lydecker: I'm on it.

Madame X: I hope so. At least the others are considerate enough to maintain a low profile but this one...

Lydecker: Is an anomaly.

Madame X: Is he?

Lydecker: The other x5s... they never showed any signs of this type of pathology.

Madame X: So far. Did x5-493... Or, um, would you prefer to call him the name the others gave him? "Ben," is it?

Lydecker: X5-493 is fine.

Madame X: Did he ever show any signs of psychosis before the '09 escape?

Lydecker: No.

Madame X: Then what makes you think that the rest of this group aren't just waiting to implode? And let me remind you of something, Deck. Your kids are messy when they implode. We had to put down an entire class.

Lydecker: The x2s were... an anomaly.

Madame X: Another anomaly. Now, they're starting to add up, aren't they? We executed 26 potential soldiers. The four we held on to for observation will spend the rest of their miserable lives muzzled and restrained. That is not an anomaly, deck. That's a disaster. Find him bring him back to manticore and figure out what the hell went wrong with him.

(Madame X leaves the room and Sandoval comes back in)

Lydecker: Set up the meeting.

(Max knocks Ben down and cuffs him to a pipe as he's coming inside the space needle.)

Max: The priest... where is he? Tell me. It's over.

Ben: Is it? What, are you going to call the police now? I didn't think so. Exposure for all of us.

Max: I could turn you over to Lydecker.

Ben: You wouldn't do that, would you? Your own brother?

Max: I bet he'd love to figure out what the hell went wrong with you.

Ben: Nothing went wrong with me. I'm doing what I was made to do, what we were taught to do.

Max: Hunt people down to perform amateur dental surgery? I must have missed that class.

Ben: You seem to know quite a lot about what i've been up to.

Max: Where's Destry?

Ben: Not that I mind-- you're one of the few people who could possibly understand.

Max: See, that's where you're wrong. I don't under stand.

Ben: Come on, Maxie. Don't tell me you've forgotten that day.

(Max has a breif flash back of her and another X-5 running through the woods)

Max: Believe me, I've tried.

Ben: But you can't, can you? And you want to know why? Because it was the most exhilarating day of your life.

(Flash back of Max stalking climbing up a wooded slope)

Ben: For one brief moment, you were what you were meant to be-- a predator.

(Another falsh back. This time a man is running through the woods being chased by a young Max)

Ben: What's the matter, Maxie? You afraid to remember?

Max: I don't want to remember.

Ben: Because it scares you? I think we even scared Lydecker that day.

(Flash back begins. Lydecker is talking to a prisoner in the woods as X-5's stand nearby.)

Lydecker: You know what the rules are, don't you?

Prisoner: I got to get to the perimeter fence.

Lydecker: If you succeed, you're a free man. If you fail, then it's back to death row. (Lydecker hands the prisoner a gun) Don't underestimate them.

(End of flash back)

Ben: I remember watching him run off into the woods how long it seemed for Lydecker to count down the seconds

(The prisoner runs and Lydecker hold the X-5's back as he counts down.)

Lydecker: Four, three... two, one... go.

Ben: He never had a chance.

(Begin flash back. The prisoner runs and fires several gunshots at the pursuing X-5's before he is taken down by them.)

Young Ben: He's a nomlie.

(The X-5's are enraged, yelling and tearing into the prisoner. He is heard screaming. End flash back)

Ben: Don't tell me you don't wake up with the sound of your heart pounding in your ears...

Max: Shut up.

Ben: Or the taste of blood in your mouth.

Max: Shut up! You're like a wolf in sheep's clothing,

Ben: Max. You're hiding your instincts every minute of every day so that no one will know what you really are. .. a soldier, a hunter, a killer....

Max: Shut up! (Slaps Ben)

Ben: See? What'd I tell you? (holding up his hand to show blood)

(Lydecker drives up at a building in which a monitor and PC camera are setup. A Eyes only streaming video message is scrolling across the screen. Lydcker sits down in a chair.)

Lydecker: I'm here.

Logan: You're alone?

Lydecker: As requested. Can we get to the point? I am a busy man.

Logan: Busy trying to stop a killer.

Lydecker: That's right.

Logan: If stopping him is your goal.

Lydecker: Of course it is.

Logan: Then why do you shut the investigation down every time he kills?

Lydecker: I can't risk the exposure. Surely a man like you can understand that.

Logan: Innocent people are dying. I don't know what your agenda is but if you don't stop this guy I'm going to go public with this. Then you'll know what exposure is.

Lydecker: You're bluffing.

Logan: You think so?

Lydecker: You wouldn't do anything... if it put Max at risk. Now, I knew you were helping her. What I don't know is why. You think this is all some kind of joke these kids are like puppies you can bring home and housebreak? They were designed to kill... coldly... efficiently... and happily.... you think because she's so pretty that she isn't as dangerous they're all killers all they need is a trigger you may think you have some kind of relationship between the two of you but let me tell you something, son she's not the girl next door you have no idea what she's capable of doing

Logan: She's not the one I'm worried about Ben is, and if you don't do something about him then I will.

(Scene shifts back to Max and Ben inside the space needle)

Max: The bar codes why the bar codes?

Ben: They're soldiers, worthy opponents.

Max: But you re not giving them just any bar code you re giving them yours.

Ben: War is art, remember so what if i sign my work.

Max: No, it's more than that. You give them your bar code, then you hunt them down and kill them. Don't you get it? You're killing yourself over and over again. (Ben laughing ) Do you hate yourself that much? Hate what you're doing that much?

Ben: I do it for her.

Max: The blue lady? Come on, Ben. We made her up.

Ben: Don't say that, max. Don't ever say that.

Max: Normal kids had the tooth fairy. We had her.

Ben: She's real.

Max: Then why didn't she protect us? Why didn't she protect Jack?

Ben: Because we failed her.

Max: Or Eva?

Ben: Because we weren't strong enough.

Max: Like hell we weren't. We got out, didn't we?

Ben: I know what my mission is. I have faith in her.

Max: Is that why you give her your victims' teeth to make her heart stronger to fight the nomlies?

Ben: Shut up.

Max: You're the nomlie.

Ben: No.

Max: The genetic mistake.

Ben: No.

Max: The monster in the basement. Ben, you know what you're doing is wrong. Some part of you wants it to end... so end it. Tell me where Destry is. Your mission's over. You can't keep trying to re-create Manticore.

Ben: We never should've left. Everything made sense there.

Max: No nothing made sense there.

Ben: I'm a good soldier. I try so hard.

Max: Tell me where he is.

(Ben leads Max to his home inside a factory.)

Max: Where is he?

(Ben gestures to a door. Max shoves Ben to the floor as she heads over to the door. Ben notices writing on some crates that say Duty, Discipline and Honor. )

Max: Are you okay? Father, are you okay?

(Ben gets up and pushes Max into the room that the father is being kept. Ben then tosses the father out and locks Max inside the room.)

Max: Run, father! Father, run! Run, father!

(He turns to Father Destry.)

Ben: Yes, father. Father, run! By all means... run.

(Logan picks up a ringing phone in his penthouse)

Logan: Hello?

Dr Shankar: Logan, it's Beverly the fingernail scrapings I took came back from the lab they found traces of magnesium nitrate

Logan: What's that?

Dr Shankar: It's a chemical used in fertilizer used to be an old factory south of town that manufactured it

Logan: Maybe that's where our killer kept his victim.

Dr Shankar: Lydecker took off like a bat out of hell as soon as he saw the report.

(Max is using a piece of metal to help pry the door loose. She kicks the door and frees herself. She leaves to find Ben and Father Destry.)

(Ben is chasing the father through the woods)

(Lydecker arrives at the factory and his soldiers fan out. Lydecker notes the writing on the crates.)

Lydecker: Search the forest every direction find him

(Max is in the woods checking for signs of the Father and Ben. She sees Ben standing over the father with a boot on his chest.)

Ben: You're just in time it seems his faith wasn't strong enough

Max: We could let him go find someone better

Ben: No, this is for you, Maxie so you finally understand what it is I'm doing.

(Max rushes up and jump kicks Ben in the chest. The Father sees his chance to escape and runs.)

Max: Run!

(Max and Ben circle one another. Ben kicks out and has it blocked and Max returns the favor. grunts )

(Lydeckers men are combing the woods as helicopter blades are heard whirring above them.)

(Max and Ben exchange blows and counters until Max grabs Ben leg and kicks out breaking the other one. Ben is on the ground yelling in pain. Max rushes over to help Ben. A helicopter is heard approaching )

Ben: Don't leave me here don't let them take me.

MAx: Ben, I can't carry you we'll both get caught.

Ben: I know

Max: Ben, I can't .

Ben: Please you know what they'll do to me they'll put me down there with them-- the nomlies please.

Max(turns her head away): Tell me about the good place

Ben: Where no one ever gets punished.

Max: And no one gets yelled at

Ben: And nobody disappears and when you wake up in the morning you can stay in bed as long as yo.. ( bone snapping )

(Max sobs over the lifeless form of Ben.)

(Lydecker shows up later and discovers Ben's corpse.)

(Max is in a red bath robe sitting by a window in Logan's Penthouse looking out. Logan watches her a few feet away while holding a book. Bling comes up behind Logan, nudges him and hands him a envelope.)

Bling: Talk to you for a sec? just came for you it was left in the contact room.

(Logan tears open the envelope and sees pictures of a bloody body of a prisoner and images of a young Max with blood on her face.)

Lydecker (voice over as Logan is looking at the photo's): They were designed to kill coldly efficiently and happily all they need is a trigger

(Max comes up behind Logan as he is looking at the photo's. He hides them quickly before she can see them.)

Max: Hey, I just wanted to say I'm sorry I know I've been shutting you out lately, and I appreciate you not hitting me with a whole bunch of questions

Logan: No problem.

(Max turns to leave and sit on the couch. Logan studies her, she turn to look back at him.)

(Max returns to the Church and enters a confessional. The panel slides open between the father and Max.)

Max: It's me

Father Destry: You're not supposed to tell me that

Max: oh,... so how does this bitch work?