LOGAN: Max, are you okay? Can you hear me?

(Max is cradling Tinga’s dead body. Lydecker looks upset.)

LOGAN: Max, are you okay?

MAX (tearfully): Tinga.

LYDECKER: Max.

(Max screams with anger and leaps at Lydecker. The Manticore soldiers shoot her with their tasers. Max falls to the ground and soon passes out. Lydecker steps closer to look at her.)

(Meanwhile, a soldier outside the facility talks to Renfro via a radio.)

SOLDIER: Lydecker was tracking X5-452. Apprehended her inside the facility. We’re getting him and his men out of there right now.

MADAME X: Take custody of the X5 and place Colonel Lydecker under arrest.

SOLDIER: Say again your orders, ma’am?

MADAME X: He’s been charged with the murder of Agent Sandoval. Arrest him and take him back to Manticore.

(The soldier goes into the facility, joined by two others.)

SOLDIER: Sir, you’re not supposed to be here. This is a secure installation, Level 5 clearance. I’ll have to ask you and your men to vacate immediately.

LYDECKER: You heard him, men.

(Lydecker’s men leave.)

LYDECKER: Kalins, O’Neill, hang back.

SOLDIER: This way, sir.

(Lydecker turns around and shoots the soldier and the two men with him.)

LYDECKER: I don’t know what the hell is going on here, but I’m going to find out. If either of you don’t have the stomach for it, now is the time to say so.

KALINS: We’re with you, sir.

(Lydecker sighs.)

(Shortly afterward, Lydecker’s humvee leaves the facility, surprising the soldiers guarding the building. Kalins is at the wheel.)

KALINS: Where to, sir?

LYDECKER: I don’t know yet. Just keep driving.

(Lydecker turns around to look at Max, lying unconscious in the back seat.)

LYDECKER: And keep her sedated.

(Madame X is talking to Brin in her office.)

MADAME X: X5-656 was undergoing experimental treatment for a genetic anomaly that was diagnosed when we first recaptured her. Unfortunately, because of Lydecker’s interference, she is now deceased.

(Brin swallows.)

MADAME X: I’m sorry for your loss. I...I know how much you were looking forward to having your sister back at Manticore.

BRIN: I was, ma’am. Thank you for your condolences.

(A soldier enters the room.)

SOLDIER: We lost him.

MADAME X: What?

SOLDIER: Colonel Lydecker fled the scene before we could arrest him. He took the X5 with him.

MADAME X: He had a South African tech team looking for the girl. Commandeer their equipment and resume the search.

SOLDIER: Yes, ma’am.

MADAME X: Find them.

(The soldier salutes and leaves the room.)

MADAME X: I want you to head up the response team.

BRIN: What are my orders with regard to X5-452?

MADAME X: Bring her in alive.

BRIN: And Colonel Lydecker?

MADAME X: You are authorized to terminate.

(At Logan’s apartment, Zack is cleaning and bandaging his leg wound.)

ZACK: What the hell happened? We got in, no problem. Next thing I know, Lydecker’s guys are all over the place.

LOGAN: I gave you a heads-up as soon as I saw them coming. Why didn’t you get her out of there?

ZACK: I tried. I couldn’t get to her.

LOGAN: We shouldn’t have gone in.

ZACK: We didn’t have a choice—they had Tinga.

LOGAN: And now Lydecker has Max. We gotta find her.

ZACK: I contacted Krit and Syl. They’re on their way.

LOGAN: So if Lydecker’s in the wind and he’s got Max with him...what’s his plan?

(At the Yum-Yum Tree Motel, Lydecker is giving the desk clerk money.)

LYDECKER: You understand my instructions now?

CLERK: I never had anyone take over the whole place before.

(Lydecker puts down a bill.)

LYDECKER: No maid service. (Another bill) No wake-up call. (Another bill) No mints on the pillow.

CLERK: No worries. (Takes the money) We pride ourselves as much on our discretion as we do on our lack of amenities.

(The motel clerk takes out a set of keys and glances out the window. Lydecker turns around to see what the clerk is looking at. Outside, Lydecker’s men are pulling a still-unconscious Max out of the humvee. Lydecker turns back and sets another bill on the counter.)

LYDECKER: My niece has a drinking problem.

(The clerk gives him the keys. Lydecker takes them and leaves.)

CLERK: Enjoy your stay.

(Madame X enters her office, talking to a nearby man.)

MADAME X: I’m traveling to Manticore in the morning. Make arrangements.

(The man nods and leaves. Madame X answers her ringing phone.)

MADAME X: Yes?

(Lydecker is calling from a pay phone.)

LYDECKER: What the hell do you think you’re doing?

MADAME X: Where are you, Deck?

LYDECKER: When they find out that you’re killing X5s, the Committee’s gonna have your ass.

MADAME X: Do you really think that the Committee’s going to listen to you after what you did to Agent Sandoval?

(Lydecker chuckles mirthlessly.)

LYDECKER: You got a real set of brass ones.

MADAME X: There’s a tracking van out there looking for you right now as we speak. That X5 is mine.

LYDECKER: You think I’m gonna let you have her?

MADAME X: Well, what are you gonna do? You’re a dead man.

(She ends the call.)

(Lydecker re-enters the motel room. He throws a small paper bag to the floor and sits down on a chair next to the bed. He twists the cap off a liquor bottle. Max is on the bed, handcuffed to it and still unconscious. Lydecker sniffs the alcohol and then starts drinking.)

(Later, Max starts waking up. She sees a drunk Lydecker sitting in the chair, holding an empty bottle. Lydecker is trying not to fall asleep. He flashes back to some point in Max’s childhood when he sat at her bedside in the infirmary. He talks to her in the present day, but his vision of her alters between present and past.)

LYDECKER: It’s all right. I’m not going to let anything happen to you. You remember that night I sat with you in the infirmary? I shouldn’t have been there. I shouldn’t have shown favoritism. But...you’re special to me, Max. I hope you know that.

(Max pulls on the handcuff to test its strength.)

LYDECKER: If you knew how much I loved her, you’d understand. Sometimes...I wish I could take you away from all this, where they couldn’t do anything to you. (Sighs) There’s no other way.

(No longer flashing back, Lydecker takes out his gun and points it at Max.)

LYDECKER: This won’t hurt, and I’ll be right behind you.

(Max’s eyes open wide. Before Lydecker can pull the trigger, she kicks him off the chair.)

MAX: What did you do to Tinga, you son of a bitch?

LYDECKER: It wasn’t me. You think I could do something like that to her? To any of you? You kids had no idea how much you meant to me.

MAX: Had a funny way of showing it.

LYDECKER: I was trying to build something. Think of it. Instead of sending a thousand troops into battle and losing a hundred...sending ten perfect soldiers and losing none.

MAX: Am I supposed to feel bad we bailed on you? Messed up your whole vision thing?

LYDECKER: I’d rather see Manticore die than let her pervert it. That’s all it would take...is a few perfect soldiers to bring the whole thing crashing down on her.

MAX: Is this some kind of new torture thing? Lock people up in a cheap motel and babble at them until they crack?

LYDECKER: You’ll see I’m telling the truth when they bust that door down and blow my head off and drag you back to Manticore for reprogramming...unless she has other plans for you.

MAX: She?

LYDECKER: The bitch that murdered your sister.

MAX: It really wasn’t you?

LYDECKER: Let me know when you hear them coming. You’ll know before I do. And remember...(Holds out his gun)...that offer still stands.

(In the Animal Control van, two of Madame X’s soldiers are tracking Max.)

FIRST SOLDIER: We got a hit. Grid 9802.

SECOND SOLDIER (into radio): Command, this is search unit Alpha. Target has been located. Mobilize response team.

VOICE ON RADIO: Roger, Alpha team.

(In the motel room)

MAX: You could let me go.

LYDECKER: What’s the point? They’ve got a bead on that implant in your head.

(Max hears the Manticore humvees pull up outside.)

LYDECKER: There’s no use running.

MAX: I’m light on my feet. What do you say? Give me a chance?

(Manticore soldiers move into position outside the motel. Brin pulls the desk clerk out of the office.)

BRIN: Where are they?

CLERK: Number 12.

(Brin knocks the clerk out. She bursts into Max and Lydecker’s room. No one is there.)

(In an abandoned warehouse, Krit, Syl, and Zack are assembling some weapons. Logan is walking around with his cell phone.)

ZACK: Syl, Krit, what do you got?

KRIT: Packs a punch, but I’ve only got 40 rounds.

ZACK: I’ll track some more down. What about you, little sister?

SYL: Russian-made RGN-3s, fragmentation pattern explosion.

(She tosses one to Zack.)

ZACK: Nice.

LOGAN (into phone): Thanks. (Hangs up) That was a contact of mine. Military convoy just swooped in on some motel in Sector 8.

ZACK: That’s got to be them. Let’s move out.

(The three X5s walk toward the door, about to leave.)

(Suddenly a Manticore humvee drives into the warehouse. The X5s aim their weapons at it. They stop when they see that Max is driving. She stops the car and gets out.)

MAX: Krit.

(She hugs him.)

KRIT: Hey, Maxie.

MAX: Syl.

(She hugs Syl. Then she smiles at Zack and Logan.)

MAX (to Logan): Hey.

LOGAN: Hey yourself. How’d you know where to find us?

MAX: Bling told me there was a party.

(Max opens the back door of the humvee and pulls out Lydecker, blindfolded and handcuffed. Max takes off the blindfold.)

SYL: Look what the cat dragged in.

MAX (to Lydecker): You said you needed a few perfect soldiers. Well, here we are.

ZACK: What are you talking about?

MAX: He’s gonna help us.

KRIT: Help us what?

MAX: Take down Manticore.

(They all look at each other.)

(Later)

ZACK: This is crazy, Max. We’ve made it this far by staying under the radar, blending in.

MAX: Always on the run, constantly looking over your shoulder. You said it yourself. They’ll never stop looking for us. They’ll hunt us down, one by one, until we’re either dead or in a cage. It’s time to bring this war home.

SYL: Maybe you’re right. But what about him? (Indicates Lydecker)

ZACK: You expect us to believe he’s had an epiphany because of what happened to Tinga?

MAX: Maybe. Or one of his bosses want him dead in a big way.

KRIT: Take a number.

MAX: Either way, he’s gonna help us.

LOGAN: Or double-cross you. Again.

LYDECKER: I don’t expect you to trust me, but remember what I taught you: the enemy of my enemy is my friend.

ZACK: Shut up.

LYDECKER: I know that facility and its defensive capabilities like the back of my hand. I can get us inside.

SYL: Then what? There are only four of us. What kind of damage can we do?

LYDECKER: You take out the DNA lab. Destroy their ability to develop a new generation of soldiers.

ZACK: And what’s to keep our enemy—or the enemy of our enemy—from starting over?

LYDECKER: You remember when you kids escaped? They almost shut the place down. That’s nothing compared to what will happen if we can take out the lab. There’ll be a war of finger-pointing, funding will disappear, and Manticore will cease to exist.

KRIT: It’s worth a shot.

SYL: I’m getting tired of running.

ZACK: I don’t like it.

LYDECKER: There is no “I” in “team,” Zack.

MAX: I don’t like it, either, but we don’t have a choice.

ZACK (to Lydecker): You so much as breathe wrong, there’ll be four of us to take you out.

LOGAN: Make that five.

LYDECKER: Got it.

SYL (grabbing him): Come on. You’re gonna draw us a map of the facility.

(Inside the Animal Control van)

FIRST SOLDIER: Initiating sweep of Sector 4.

SECOND SOLDIER: Whatever. She’s probably halfway to Canada by now.

(The tracking equipment beeps.)

FIRST SOLDIER: We just got a hit. She’s close.

SECOND SOLDIER: Real close.

(Max and Krit open the rear van doors.)

MAX: Hey, boys. Looking for me?

(Max punches the soldiers out.)

(Later, inside the warehouse, Lydecker examines the van.)

LYDECKER: Well, with a few modifications, we can run our operation from in here.

LOGAN: I’ll get on it.

ZACK: What kind of resistance are we going to meet?

LYDECKER: Fortunately for us, most of the X series has been deployed in various parts of the world. There is a contingent of conventional soldiers and a small security detail of X5s—about a dozen.

MAX: Not the kind of family reunion I was hoping for.

ZACK: With any luck, we’ll be in and out before they even know we’re there.

SYL: Say we can breach the perimeter and get inside the building. How are we going to get in the lab and lay the charges? This thing’s a lockbox.

(Syl tosses the map of Manticore toward Lydecker.)

MAX: And I’ve got to figure when they put out the hit on you, they probably yanked your clearance.

LYDECKER: Which is why I need to see a friend of mine before we go.

ZACK: Like we’re just gonna let you walk out of here and drop a dime on us?

LYDECKER: If you don’t trust me—

KRIT: That’s a given.

LYDECKER: —then one of you should come with me.

(Later, Max and Lydecker are waiting in the humvee outside a strip club.)

MAX: You sure this is the place?

LYDECKER: Yup. He’s a creature of habit, slave to his Tuesday night lap dance.

MAX: About last night...

LYDECKER: Don’t remind me. I still feel sick.

MAX: Me, too. Got a bad feeling you were going to tell me...you were my...

LYDECKER: Father? I would never presume to pollute the gene pool.

MAX: I can’t tell you what a relief that is for me. I mean, what a cliché that’d be, huh?

LYDECKER: I did love somebody once...deeply. In my eyes, she approached perfection. When she was murdered, I kept a small part of her alive...in you.

MAX: You’re telling me I’m some kind of clone of an old girlfriend?

LYDECKER: No. Not a copy. More...inspired by. She was my wife. (Looks at Max) You have her eyes.

(Max angrily grabs him by the neck.)

MAX: Don’t you ever look at me like that again. Ever!

(Lydecker nods. Max releases him. Moments later, Jim McGinnis walks out of the strip club.)

LYDECKER: There he is.

(Max removes the bullets from a gun and hands it to Lydecker.)

MAX: I’m gonna watch every move you make.

(McGinnis starts to get in his car. Lydecker grabs him from behind and pins him against it.)

McGINNIS: Easy, easy, easy, easy, easy. Look, look, look. I’m unarmed, Deck.

LYDECKER: We’ve known each other for years, Jim. Tell me the truth. Why is she killing my kids?

McGINNIS: I don’t know what you’re talking about, Deck. And it’s not your kids you need to be concerned with right now. She’s looking to put you in the cell.

(Lydecker turns McGinnis around and points the gun at him.)

LYDECKER: I should be so lucky. She’s got a target slapped on my back.

McGINNIS: Look, look...just...just give us back the X5, all right? Turn yourself in to me. I’ll protect you the best I can.

LYDECKER: That’s not good enough.

McGINNIS: I want to help you, Deck.

LYDECKER: You may get your wish.

(Lydecker opens the trunk. He knocks McGinnis unconscious and puts him in it. Lydecker takes out a spoon and a small container. Moments later, he puts the container back in his pocket and closes the trunk.)

(Later, Max and Lydecker return to the warehouse. Max sets some pizzas on the table.)

MAX: Chow down, my grunts. Mess is on.

(Logan and Lydecker are working in the van.)

LOGAN: I don’t know how they can eat at a time like this.

LYDECKER: An army marches on its stomach.

LOGAN: You must be pumped about tonight, ’cause this is what they were made to do, right?

LYDECKER: It’s very gratifying watching kids realize their purpose in life.

LOGAN: You have any idea how twisted that is?

LYDECKER: And why exactly are you here? It’s not your fight. But neither was the terrorist attack on the genetics conference.

(Logan looks surprised.)

LYDECKER: I remember you. It’s all about her...isn’t it? You’re in love with her.

LOGAN (after a pause): Can I have a screwdriver, please?

(Lydecker hands Logan a screwdriver and pats him on the shoulder.)

LYDECKER: It’s all right, son. I understand.

(Lydecker gets out of the van to address the whole group.)

LYDECKER: All right, people, listen up. We’ve got a lot of work to do before we move out.

ZACK: Hang on. There’s something we need to know.

KRIT: Who murdered our sister?

LYDECKER: The new director. Name’s Renfro. She’s a real piece of work.

MAX: Why’d she do it?

LYDECKER: I don’t know.

(Suddenly a black crow caws and lands on a beam near the ceiling. The X5s flash back to their childhood at Manticore.)

(In the flashback, the X5s are walking through the woods. A crow flies out of a nearby tree, cawing. One of the X5s tries to shoot the crow, but he misses; the bullet hits another X5 instead. The rest of the X5s gather around the child’s dead body. The crow lands on a branch nearby and caws again.)

(In the present day, Zack shoots at the crow. He misses. It flies away, still cawing. The X5s turn back to Lydecker. Max nods at Logan to follow her outside.)

MAX: I need some fresh air.

(Later, on top of the Space Needle, Max is standing near the edge and Logan is sitting farther back.)

MAX: You okay?

LOGAN (nervously): Sure. This is fun.

MAX: I look down at the people and think about how everybody’s got problems. Maybe not a secret government agency on their ass, but—you know—problems. And if I sit up here long enough, I start to feel like I’m just one of those people, a regular girl.

LOGAN: Well, I hate to break it to you, Max, but you’re never going to be a regular anything.

(Max sits down next to Logan.)

MAX: I know you’re not too chill with what’s going on tonight...and I thank you for keeping your concerns to yourself. It’s a bitch psyching yourself up for battle when people are throwing around words like “deathwatch.”

LOGAN: Well, I think I know you well enough by now. There’s no stopping you if there’s something you need to do, especially when it comes to your family.

MAX: You’re my family as much as anyone. Only we’re never gonna be any kind of anything if it keeps on like this.

LOGAN: I know.

MAX: One way or another, after tomorrow the world’s going to be a different place for me...for both of us.

LOGAN: Everything’s going to be all right.

MAX: Right. Anyway, it was just a bird.

(Later, the van is parked near Manticore. Lydecker reviews the plan with Max, Zack, Krit, and Syl, who are wearing camouflage. Logan tends to the equipment in the van.)

ZACK Syl and Krit will proceed via service corridor 4-Alpha to the main and auxiliary generators and set charges. Max and I will take the basement to the east air shaft and proceed to the DNA lab. At 0430, we set charges. By 0440, the firing sequence will commence.

LYDECKER: We’ll detonate the charges from here.

LOGAN: I’m in. I’ve accessed the internal surveillance system. I’m copying loops into each camera feed so they won’t be able to see you, but we will, so we can monitor you, steer you around any obstacles.

ZACK: We rendezvous here by 0448. Questions?

SYL: What happens if we run into Brin in there?

LYDECKER: She’ll kill you without a second thought. The sister that you knew doesn’t exist anymore—she’s dead.

MAX: No, she isn’t. She’s alive, and that means we still have a chance to get her back.

(Lydecker takes the container out of his pocket and hands it to Zack.)

LYDECKER: Here’s your clearance to the lab.

ZACK: You know what you have to do. Move out.

(Zack, Krit, and Syl leave. Logan steps out of the van. Max hangs back a moment.)

MAX: I’d kiss you, but I have to keep my head in the game.

(He strokes her hair.)

LOGAN: Just come back.

(She nods and leaves.)

(Shortly afterward, the four X5s stand on a hill overlooking Manticore. They all flash back to their childhoods there.)

MAX: This is for Tinga.

(The four of them run down the hill and leap over the fence.)

(Inside, Max and Zack make their way down an empty hall. They both have Manticore flashbacks along the way.)

ZACK: You okay, Max?

(Max nods.)

(Inside the van, Logan and Lydecker keep track of the X5s on a bank of monitors. Logan talks to them on coms.)

KRIT: Proceeding south to corridor 4-Alpha.

LOGAN: You’re clear all the way to the generator.

KRIT: Copy that.

(Krit and Syl run down the corridor. Another monitor shows Max and Zack.)

MAX: Logan?

LOGAN: I got you, Max.

MAX: We good to go?

LOGAN: You’re clear.

(Max and Zack reach the locked entrance to the DNA lab. Zack takes an eyeball out of Lydecker’s container and holds it up to the identification camera by the door. The computer scans it and approves it.)

MAX: Guess there is an “I” in “team.” (To Logan and Lydecker) It worked. We’re in.

(Max and Zack enter the lab. On the walls are lit glass cases, each containing a vial and marked with a barcode. Computers and some lab equipment occupy the center of the room. Max and Zack walk around the lab, looking at the vials.)

ZACK: Max, it’s you.

(He points to a case with her barcode on it.)

ZACK: And me...and Brin...and Tinga.

MAX: No. Tinga’s dead. Come on.

(They start placing explosives around the lab.)

(Meanwhile, in her office, Madame X/Renfro talks to McGinnis. He has a bandage over his left eye socket.)

McGINNIS: May I please have something for the pain?

RENFRO: As soon as you tell me just one more time exactly what Colonel Lydecker said to you.

McGINNIS: He said something crazy about you killing his kids.

RENFRO: And what did you say?

McGINNIS: I don’t remember. I lost an eye tonight.

(Her phone rings.)

RENFRO: Yes?

(She listens for a minute and then addresses McGinnis.)

RENFRO: You know, maybe all this is just a bad dream. Apparently you were just scanned into the DNA lab. (Into phone) Go to full alert. We have intruders. Stand by to mobilize the X7s.

(In the lab)

ZACK: The target is primed.

LOGAN: Okay, get out of there.

(Max and Zack leave the lab.)

ZACK: We’re on the move.

(An alarm starts sounding in the building.)

LYDECKER: We’ve got an alarm. Withdraw to the perimeter. You’ve been made. All units withdraw.

KRIT: Roger that.

MAX: Moving out.

(On a monitor, Lydecker sees child soldiers preparing to leave their barracks.)

LYDECKER: This is not good. Hack into the control panel at corridor 7-Alpha. We’ve got to lock down ward C16.

LOGAN: Why? What’s wrong?

LYDECKER: Must’ve been a last-minute change in deployment—there’s still a contingent of X7s in the building.

LOGAN: They’re just kids.

LYDECKER: They’re stronger, faster, and designed with hive minds. We don’t want our people tangling with them.

(The monitors show the X7s pounding on their door.)

(Krit, Syl, Max, and Zack run down the hallways.)

(The X7s use a heavy metal bench as a battering ram against their door.)

(Brin enters Renfro’s office. Renfro is frantically using her computer.)

BRIN: We’ve got teams sweeping the compound, but according to Control, there’s no one out there.

RENFRO: Yeah, that’s because they hacked a fake feed into the damn surveillance system.

(Renfro accesses the real feed. She rewinds it to the point where Max and Zack were about to leave the DNA lab.)

ZACK (on video): Target is primed.

MADAME X: God, no. (To Brin) Get down there and disable those charges. Now!

(Max and Zack run pass the X7s’ room. Moments later, the door falls from the impact of the battering ram. The X7s run into the hallway in both directions.)

(Logan sees soldiers coming down the corridor behind Krit and Syl.)

LOGAN: Syl, Krit, unfriendlies behind you. 25 meters and closing.

LYDECKER: Take them out.

(Krit and Syl shoot the men down and run. Lydecker spots Brin on the monitor.)

LYDECKER: It’s Brin. She’s headed for the lab.

MAX: Which way is she coming?

ZACK: They’re onto us. There’s no time.

MAX: I’m not gonna let her take one for good ol’ Manticore. (To Logan) Which way?

(Lydecker and Logan look at each other.)

LOGAN: Back the way you came, first corridor on your left.

MAX (to Zack): Go.

(Zack leaves. Max turns back. She takes Brin by surprise near the lab and slams her face against the wall. Max handcuffs Brin’s leg and wrist to the bars on a nearby window.)

MAX: Someday you’ll thank me for this.

BRIN: You have no idea what you’re doing. That’s us back there.

MAX: No, that’s us out there! (Points out the window) Come with me.

BRIN: Never.

(Max leaves. On the monitor, Logan sees Max leaving the building. Lydecker is holding the remote control for the explosives.)

LOGAN: She’s clear. Detonate.

(Lydecker hesitates.)

LOGAN: I said she’s clear.

(Lydecker is looking at the DNA lab. Logan points a gun at him.)

LOGAN: Do it. Now!

(Lydecker presses the button. The lab explodes.)

(Max, now outside the fence, runs up the hill and into the woods.)

LOGAN: Max, where are you?

MAX: Almost home.

(Zack is also running through the woods.)

LOGAN: Zack, talk to me.

ZACK: On my way.

(Someone approaches Max. Max stops when she sees who it is—an X7 who looks just like her.)

MAX: Do you know who I am?

(The X7 fires a gun at Max.)

(COMMERCIAL BREAK)

MAX: Do you know who I am?

(The X7 raises her gun. Max kicks it away before she can fire. They begin to fight. Each lands and blocks several blows. Max kicks at the X7, who grabs Max’s ankle and spins her to the ground. Max jumps up and kicks the X7 in the chin. The X7 responds by diving to the ground in a way that knocks Max off her feet. Both jump back up.)

MAX: You know what really pisses me off? When a poser bites my stilo.

(The two of them continue to fight. Max flips the X7 over. Each lands more blows on the other. Zack approaches.)

ZACK: Max!

(The X7, distracted, glances at Zack. Max takes the opportunity to knock her head against the X7’s. She grabs the X7’s arm and pulls it over her own shoulder until the arm breaks. The X7 cries out in pain and falls to the ground.)

ZACK: Come on.

( Max, Zack, Krit, and Syl run back to the van and climb in.)

ZACK: Everyone all right?

MAX: We did it!

SYL: I can’t believe we actually did it.

MAX: Go!

(The X5s close the van door.)

(Later, at Crash, Max and Original Cindy are playing foosball.)

ORIGINAL CINDY: Damn, that’s some sibling rivalry.

MAX: And I kicked her ass, too.

(Max wins the foosball game.)

ORIGINAL CINDY: You know what you need?

MAX: A pitcher of beer.

ORIGINAL CINDY: Read my mind.

(Max and Original Cindy walk away from the foosball table. Max refills a pitcher for Logan and Krit, who are talking at a table.)

KRIT (to Max): So you broke into his house?

(Max nods.)

KRIT (to Logan): And you liked that?

LOGAN: Well, she went for the good stuff. I could tell she had taste.

MAX: The black catsuit didn’t hurt, either.

(Max walks over to Sketchy and Syl and refills their drinks.)

MAX: Hello, my sista.

SKETCHY: Hey, so where do you guys know each other from?

MAX: We go way back.

SKETCHY: What, like high school?

SYL: Uh, more like boarding school.

SKETCHY: All-girl?

(Max takes the empty pitcher to the bar. Herbal Thought and Zack are having a discussion there.)

MAX (to bartender): Hey, Harold.

HERBAL: ’Tis the will of the Almighty. That’s it.

ZACK: People get killed, there are homeless everywhere...it is not all good.

HERBAL THOUGHT: His plan is all good, all the time.

MAX: Overstand?

(Zack and Herbal laugh.)

ZACK: I guess.

(They put their fists together.)

HERBAL: One love, my brother.

(Herbal walks away.)

ZACK: Interesting friends.

MAX: The best. (To the bartender) Can I get another pitcher and another glass of ice water for my friend?

(Lydecker, sitting at a nearby table, smiles and holds up his glass. Max smiles back.)

BARTENDER: You got it.

MAX: So...it’s all over.

ZACK: No more running.

MAX: I guess you don’t have to worry about being big brother anymore, always looking out for everybody.

ZACK: Oh, I’ll always be your big brother, Maxie. For what it’s worth...Logan’s okay by me.

MAX: Really?

(Max takes the refilled pitcher from the bartender and goes over to Logan.)

MAX: Let’s get out of here.

(They smile and leave.)

(In the bedroom, aglow with candles, Logan helps Max take off her jacket. They begin kissing. Max takes off her top and drops it to the ground. They kiss some more.)

(Later, Logan and Max are in bed.)

(Still later, Max and Logan are kissing. Logan is on top. He kisses Max’s neck. Suddenly the shadow of a cawing crow flies over them. Max and Logan open their eyes and look up at it. Logan notices that his hand is covered in blood. Max’s hand and shoulder are also bloody.)

LOGAN: Max?

MAX: What’s happening?

(The shadow of the bird flies over the screen.)

(The X7 shoots Max. Max falls to the ground.)

(In the van)

LOGAN: Max? Max, answer me.

(He takes off his headset.)

LOGAN: Something’s wrong.

(Logan leaves the van.)

(In the woods, Zack is shooting at some X7s. They shoot back. He gets hit in the shoulder and falls to the ground. The X7s gather around him. One looks like a younger version of Zack and another is the one who shot Max.)

(Logan runs through the woods and finds Max lying on the ground.)

LOGAN: Max.

(Logan gets down and props up Max’s upper body.)

LOGAN: Max. Oh, God. Okay, it’s okay.

MAX: Logan...

LOGAN: Everything’s going to be okay.

(He opens her shirt to look at her gunshot wound.)

LOGAN: This isn’t bad.

MAX: Logan...

LOGAN: It’s okay. You’re gonna be all right.

MAX: I’m sorry.

LOGAN: No, no, no, no. No, we’re gonna get you out of here. Okay? It’s gonna be all right.

MAX: There’s something I gotta tell you. I should’ve said something a long time ago.

(She starts to cry.)

LOGAN: It can wait.

MAX: Logan...

(She just looks at him.)

LOGAN: Max.

(Max’s eyes roll back and close. She goes limp.)

LOGAN: Max...Max...Max...(Starts to cry)...No...Max...No...

(Lydecker finds them. Logan is cradling Max and sobbing. Lydecker checks Max for a pulse.)

LYDECKER: She’s gone.

LOGAN: I’m going to get her back inside.

LYDECKER: No.

LOGAN: They can fix her up in there.

(Logan tries to lift Max but can’t.)

LYDECKER: Listen, I know how you feel, son, but you’ve got to let her go.

(Logan keeps trying. Lydecker hits him in the head with his gun.)

(Lydecker puts an unconscious Logan in the van. Krit and Syl arrive.)

KRIT: They got Zack.

SYL: Max?

LYDECKER: KIA. Let’s move out.

(Syl and Krit look at each other.)

(Inside Manticore, an unconscious Max is wheeled into an operating room on a gurney.)

MALE DOCTOR: She’s got a gunshot wound to the left upper chest. No pulse. Been doing CPR for six minutes. I’m going to intubate.

FEMALE DOCTOR: She’s in v-fib. I’ve got to crack her chest.

MALE DOCTOR: Rib spreaders.

FEMALE DOCTOR: One amp epi given.

(Zack is wheeled in on a gurney.)

ZACK (yelling): Max!

FEMALE DOCTOR: Internal paddles.

MALE DOCTOR: Charge to 30.

FEMALE DOCTOR: Charge.

MALE DOCTOR: Clear.

(The female doctor shocks Max’s heart. We see a shot of Max’s eye opening and hear a heartbeat. Parts of her life go by: the crow in the woods, her anniversary with Logan, Tinga’s dead body, the statue of the Virgin Mary, and her kiss with Logan on their anniversary.)

(The heartbeat stops. The heart monitor flatlines.)

(Zack is trying to get up and go to Max. Nurses restrain him to his gurney. Renfro rushes into the room.)

MALE DOCTOR: 30 again.

FEMALE DOCTOR: Charge.

MALE DOCTOR: Clear.

(The female doctor shocks Max’s heart a second time. We see a shot of Max’s eye opening and hear a heartbeat. More parts of her life go by: The night with Zack at the cabin, Ben’s death, crying in the shower, hiding under the ice, and her dream dance with Logan.)

(The heartbeat stops again. The heart monitor flatlines.)

RENFRO: What’s her condition?

MALE DOCTOR: The bullet went clean through. Her right ventricle is collapsed. She’s gone.

RENFRO: Is there damage to any other organs?

(The male doctor shakes his head.)

RENFRO: Prep her for harvesting.

ZACK: No!

(Zack wrenches free of his restraints and takes out a soldier who had been standing guard. He takes the soldier’s gun and grabs Renfro as a hostage.)

ZACK (to male doctor): Bring her back!

MALE DOCTOR: Her heart’s too badly damaged.

ZACK: Then transplant her.

MALE DOCTOR: There’s nothing in the donor bank.

ZACK: Then you need a donor.

(Zack points the gun at Renfro’s neck.)

RENFRO: It won’t do her any good. She’s an X5. She needs an X5 heart.

(Zack pushes Renfro away, pointing the gun at her and the staff so they won’t intervene. He crouches next to Max.)

ZACK: Fight them, Maxie. Promise me you’ll fight them.

(He stands up and points the gun at his own head.)

ZACK: X5-599, I’ve got a heart for you.

(We hear a gunshot. Zack falls on top of Max.)

(Later, the heart monitor indicates a healthy heartbeat. Max wakes up to find herself restrained to a gurney. She pulls on the restraints and looks around in panic.)

RENFRO: Careful. You’ll pull a stitch.

(Max is in a cell filled with medical equipment. She and Renfro are alone.)

MAX: Where am I?

RENFRO: I think you know.

MAX: You won’t win. I’ll never be one of them again.

(Renfro attaches a stethoscope to Max’s chest. Her heartbeat fills the room.)

RENFRO: Listen to that. That’s strong, isn’t it? That is the heart of a soldier. A leader. A martyr.

MAX: Turn it off.

(Renfro turns up the volume.)

RENFRO: He was quite a man, your brother Zack. He must’ve loved you very much...to make this sacrifice.

MAX: Turn it off!

RENFRO: But isn’t it comforting to know that a part of him lives on in you? And that you’ve both come home to us...to me?

(Renfro leaves the room. She closes the door and smiles before walking away. Max is left to listen to the heartbeat.)

(Logan is sitting on top of the Space Needle.)

LOGAN (voiceover): Sometimes it seems like it happened to someone else—like maybe it was a story I heard. Even though I know what happened, sometimes I can’t help feeling that she’s not really gone...that she’s still out there. And I just hope she’s okay.