(Original Cindy is in bed, asleep. A loud noise comes from the other room and she gets up to see what it is. Max is in the living room, revving her Ninja and smiling.)

MAX: Did I wake you?

(Original Cindy rushes over and they hug tightly.)

ORIGINAL CINDY: Thank God you're alive.

(Later, Max is shaving her legs in the bathroom sink.)

MAX: I've been wanting to do this for months.

ORIGINAL CINDY: I see they don't let you do your nails up at Manticore, either.

MAX (smiling): No respect for the girly arts, that place. I had to torch it.

ORIGINAL CINDY: No doubt. So Manticore and them got all irate 'cause Eyes Only put salt in their game.

MAX: Oh, yeah.

ORIGINAL CINDY: And then they sent you to take a brother out.

MAX: Yup.

ORIGINAL CINDY: But instead you burned the place up and let everybody out.

MAX: I needed some get-back.

ORIGINAL CINDY: Right. So what's with this virus they put in you so that you and Logan can't touch?

MAX: They're just mean like that.

ORIGINAL CINDY: No, boo. I think they sent you to kill Logan 'cause he's Eyes Only.

MAX: Logan? Please.

ORIGINAL CINDY: Straight up. Now it all makes sense! You two were always doin' stuff on the DL.

MAX: You've got it all wrong.

ORIGINAL CINDY: Shugga, don't front. You been creepin' with Eyes Only! Give me some.

(Max laughs and they bump fists.)

MAX: You can't say anything, though.

ORIGINAL CINDY: I already forgot. You got Original Cindy's word on that.

MAX: A lot of people want him dead, and I almost got him killed.

ORIGINAL CINDY: It's gonna be all right. It's all good.

MAX: It doesn't feel all good. It doesn't even feel a little bit good.

ORIGINAL CINDY: Somehow...some way...it's all gonna come correct. 'Cause you and Logan just got it like that. Nothing can keep you two apart. You're home, you're safe, you're strong. You kicked Manticore to the curb for good. They can't hurt you anymore. They can't hurt anyone anymore.

(A group of Manticore kids of different ages is walking through the woods in the dark. One of the males is leading the way.)

MALE: We have to keep moving. If Manticore's under attack, they'll be looking for us to remobilize.

(They reach a clearing and look up. A blinking light moves among the stars.)

MALE: There it is--the rendezvous signal.

(The next morning, as they walk through the woods, one of the females speaks up.)

FEMALE: I don't know about this.

MALE: You saw the signal. We're supposed to regroup.

FEMALE: But the other night...the fire...no one came to let us out of the barracks.

MALE: Ever think maybe they were busy defending the facility? Manticore was under attack. By who, we don't know, but obviously command is still in place. Otherwise there wouldn't have been a signal.

FEMALE: But the tacs--they were shooting at us.

MALE: Not at us. They were protecting the perimeter. I mean, sure, we took some friendly fire, that's all. Now come on--we've still got ten klicks to cover.

(They arrive at a bridge over a river. On the other end of the bridge stand some armed soldiers and a man wearing a black turtleneck and leather jacket.)

MALE: There they are. We're going home.

(The kids cross the bridge. The lead male salutes.)

MALE: X6-314 reporting for duty, sir.

MAN: At ease, soldier.

(The kids all stand at ease. The man in the turtleneck and leather jacket nods at one of the soldiers and steps out of the way. The soldiers aim at the kids and fire.)

INTRODUCTION: They designed her to be the perfect soldier--a human weapon. Then she escaped. In a future not far from now, in a broken world, she is haunted by her past. She cannot run; she must fight to discover her destiny.

(A man and a woman are driving down a road that leads through some woods. Their car is packed full of belongings. The woman is changing the radio stations and finds nothing but news reports.)

RADIO: Police suspect foul play in a fire that claimed as many as a hundred lives last Friday...(station changes)...a veterans' hospital built in 2007. Authorities are refusing to release information on the fire's origin and any possible loss of life at the facility.

WOMAN: We can't even get music in this damn place. Why can't we just go back to L.A.?

MAN: Because L.A. is full of freaks and weirdos and psychos.

WOMAN: Look out!

(The car screeches to a stop as a reptilian man dressed in desert fatigues runs in front of it. We see a barcode on his neck shortly before he crosses the road and runs into the woods. Moments later, some armed X7 clones who guarded Manticore run into the road, chasing him. The woman screams as they step right on the car's hood and cross the street into the woods. They both stare, their mouths open.)

WOMAN: Whoa.

(The man backs the car up and turns it around.)

WOMAN: What are you doing?

MAN: Going back to L.A.

(The reptilian soldier runs through the woods, and the X7's continue to chase him. A few of the X7's stop for a moment to communicate in high-pitched, wordless tones. Then they nod and continue running. The soldier jumps over the edge of a large, sandy crater. The X7's walk down into the crater, looking for him. Behind them, the soldier emerges from the sand and beats a couple of them before one of them manages to use a prod on him. He falls with a screech and the X7's continue zapping him. He makes a howling, whistling noise and eventually passes out.)

(Max and Original Cindy walk into Jam Pony.)

MAX: So what should I tell everybody?

ORIGINAL CINDY: Let a sister handle this. Original Cindy's gonna get out in front of this thing. (Calling out.) Hey, everybody! Look who's back from the dead.

(Various coworkers cheer and greet Max as they pass.)

SKETCHY: All right! Max! Almost scared me to death. (Hugs her.) This is a joyous turn of events. Now what happened?

(Before Max can figure out what to tell him, Normal interrupts.)

NORMAL: Well, well, well. Look who's here.

MAX (smiling): What can I say, Normal? Rumors of my death have been greatly exaggerated.

NORMAL: Hot run, Morningside and Everclear.

MAX: Got my name on it.

NORMAL: No. No, your name is mud, missy-miss. I've heard some lame excuses for missing work, but faking your own death for a three-month sabbatical is a new low.

MAX: I did not fake my own death. I had a...medical emergency.

NORMAL: Would you care to explicate?

MAX: A heart transplant.

(Normal bursts out laughing.)

NORMAL: That's good. Have you got a note from your doctor, or a prescription for cyclosporine, perhaps? Because I'll need some more proof before I buy that--

(Max lifts her shirt and shows him her chest. Original Cindy covers Sketchy's eyes. Normal chuckles sheepishly.)

NORMAL: That's a nice big, uh...scar you got there.

MAX: Yeah, well, enjoy it while you can, 'cause it's fading fast. (Her pager beeps.) Can I use your phone?

NORMAL: What about the package?

MAX: I'll get to it.

NORMAL: It's like she never left.

MAX (into phone): Me hittin' you back. What's up?

(In Logan's apartment, a TV near his computer is showing a news broadcast.)

ANCHORWOMAN: The red-hot embers cool and the death toll rises after Monday's tragic blaze at a remote mountainside veteran's hospital.

LOGAN: Are you seeing this on channel three?

MAX: Hey, Sketch, hook me up on three.

(Sketchy changes the channel at Jam Pony to the same news broadcast.)

ANCHORWOMAN: Channel Three News has now learned that the inferno is the result of arson, traced to rogue terrorist group S1W.

MAX: Manticore.

LOGAN: Only they're saying it's a V.A. hospital and the S1W burned it down.

MAX: Is that a bad thing? And what's the S1W?

LOGAN: It's a progressive group, fighting the good fight. They're into direct action, which is why the government's trying to make them out to be terrorists.

MAX: Better people think some crackpots torched the V.A. than the circus burned down and the freaks got out.

(The TV shows footage of the S1W taking over the V.A. office where Logan recently pretended to be a veteran in an effort to get into the file room.)

ANCHORWOMAN: In an earlier act of aggession, the S1W held hostages in the V.A. facility last month.

SKETCHY: This is so bogus. Eyes Only said that hospital is just a front for that Manticore place.

ANCHORWOMAN: ...mountainside hospital burst into uncontrollable flames...

LOGAN: They're claiming a lot of people died in that fire. The S1W's being framed for murder.

MAX: Nothing I can do about it. And why do you care so much about this S1-whatever?

(Logan glances at his window, where the woman who helped him out before is standing, looking worried.)

LOGAN: Some friends of mine are involved. They've done stuff for Eyes Only. Look, forget I mentioned it. It's my problem. Can you come over later?

MAX: Given the givens, I'm not sure that's a very good idea.

LOGAN: It'll be okay. Just come. I've got some information for you, and I'm...still putting it together, but...it could be important.

MAX: I'll swing by. (Hangs up.)

ANCHORWOMAN: The death toll is expected to rise as volunteers continue to...

SKETCHY: Ooh, mutants on the loose. The genetically superior walk among us.

ORIGINAL CINDY: They said that everybody died, fool.

SKETCHY: Yeah, well, we thought Max was dead too, and yet here she is, good as new.

(They look at Max. She smiles and picks up the package.)

MAX: Gotta jet.

(Logan wheels away from his computer and the woman follows him.)

WOMAN: You've gotta talk to Eyes Only. Make him get the truth out there.

LOGAN (turning to face her): I can't make him do anything.

WOMAN: They're trying to pin this on us 'cause of the job we pulled at the V.A. office. That was a favor to you. Now I need a favor. Talk to him.

(She leaves and Logan sighs.)

(In a room at the No-Tel Motel, Alec is lying on the bed with his eyes glued on the TV while a woman lies next to him and touches his barcode.)

WOMAN: This is so cool. Does it say how much you cost? (Giggles.)

ALEC: A lot more than you, sweetheart.

WOMAN: Is it a gang thing?

ALEC: You guessed my secret.

WOMAN: So how come you're not out gang-banging, then?

ALEC: Well, 'cause sometimes a guy can have a lot more fun on his own.

WOMAN: So you're on the lam.

ALEC: Oh, you're so intuitive. Hey...(Hands her some cash)...Why don't you go grab us something to eat, will you?

WOMAN: Okay.

ALEC: Okay.

(She gets dressed and he goes back to watching TV. She walks across the driveway and steps into a nearby Food Mart. Another group of newly-freed Manticore kids watches from the bushes as a man steps out of the store with some snacks.)

FEMALE: I'm starving.

MALE: Me too.

FEMALE: If I don't get something to eat soon, I'm going to kill somebody.

SECOND MALE: They're not gonna give us food. Not without money.

FEMALE: I'm going in.

(The three of them walk into the Food Mart. The clerk pays no attention, busy reading a magazine. The woman who was in bed with Alec picks out some snacks. One of the Manticore kids grabs a box of crackers and looks at the side of the box.)

SECOND MALE: A barcode. What does it mean?

FEMALE (smiling and tucking it into her jacket): Means it's ours.

(The woman who was with Alec notices their barcodes.)

WOMAN: Hey, where'd you guys get those? My friend has one just like that.

(The Manticore kids each grab some more snacks and hide them in their clothing.)

MALE: That's it. Let's go.

WOMAN: Hey...

CLERK (putting down his magazine): Hold it. (Pulls out a gun.) I said hold it!

(One of the males grabs the gun, and it fires into the wall. Alec hears the shot. The male wrestles the gun away from the clerk, kicks him away, and points the gun at him.)

MALE (to the other male): Get the money. Do it!

(The other male opens the drawer and removes all the cash. The kids grab some more snacks and leave. Alec goes to the window and sees them running out of the store.)

ALEC: Great. That's just great.

(At an encampment in the woods, some soldiers are in a large tent with computer monitors and other electronic equipment. The man in the turtleneck and leather jacket stands nearby.)

SOLDIER: Possible sighting, Echo Golf 4278.

MAN: How many?

SOLDIER: Six or seven.

MAN: All right. Send a unit to check it out.

(His cell phone rings and he answers.)

MAN: White. (Listens.) Handle it. We don't want local law enforcement involved. The idea is to keep this mess under wraps. (Listens.) Well, tell them they can shove their jurisdiction, that this is a federal matter. (Hangs up. Another soldier approaches.)

SOLDIER: Tally on the signalling operation. Thirty-eight showed up at the rendezvous point over the course of the day.

WHITE: Not bad. Keep the signal running every night, until they stop coming.

(A man wearing a tie enters the tent.)

MAN: Sir.

(He gestures toward the entrance, where two X7's are escorting the reptilian soldier, his hands cuffed to his waist. He is making clicking noises.)

WHITE: What the hell is that?

MAN: Looks like something they cooked up to fight in the desert. The skin's designed to retain moisture. Same with the nose. Even has a second eyelid, probably to protect the cornea against sand and grit.

WHITE: Well, I hate to think how many of those rolled off the assembly line. They bring it in?

MAN: X7's, sir. Manticore used them to guard the perimeter.

WHITE: Yeah, I read the reports. They've got some kind of hive mind thing going.

MAN: Communicate ultrasonically. In digital code.

WHITE: Ship it out on the next transport. I want forensics to take it apart for analsyis.

(The reptilian soldier breaks his cuffs and grabs White by the throat. An armed soldier hits him with his gun and he goes down with a screech. White kicks him, furious.)

WHITE: Get it out of here. Them too. Get it out!

(In the motel room, Alec hears a knock on the door.)

ALEC: It's about time.

(Through the peephole he sees two state troopers standing on the porch. A moment later they burst in and Alec is gone. We see him hurrying into the woods. He steps on an empty snack-food bag and picks it up. Some distance away, he picks up a Cheeto and looks at it. After tossing it over his shoulder and shaking his head, he walks into an old barn. The Manticore kids are sitting on bales of hay inside, along with another female and a young male, sharing the junk food.)

ALEC: Daddy's home.

(The kids stand at attention.)

MALE: X6-787, sir.

FEMALE: X6-809, sir.

ALEC (interrupting): Yeah, yeah, yeah, whatever. (They stand at ease.) What are you bozos thinking, knocking over a Kwik-E-Mart?

X6-787: Sir?

ALEC: I had a very sweet deal going, and you blew it. (Notices the X7 standing by the wall.) What's that doing here?

OTHER FEMALE: He escaped the attack with us, sir.

ALEC: The attack?

OTHER MALE: On Manticore.

X6-787: Command's been reestablished. We saw a signal to regroup last night.

X6-809: The rendezvous is about six klicks from here, south-southwest. We were just about to move out.

ALEC: Gang, I hate to break it to you, but Manticore was not attacked. They tried to barbecue us.

X6-787: Sir?

ALEC: They're trying to kill us. The signal's bogus. It's a trap.

X6-787: If I may, sir...That doesn't make any sense. We're valuable military assets, representing billions of dollars in R&D.

MALE: Why would Manticore try to get rid of us?

ALEC: I want to get rid of you, and I just met you.

X6-787: We should be going, sir. They're waiting.

ALEC: Okay, what part of "They're trying to kill you" did you not understand?

X6-787: All respect, sir, but officers of rank superior to yours left standing orders to regroup when instructed to do so.

ALEC (smiling): Well, far be it from me to violate the chain of command.

X6-787 (to the other kids): Fall in.

ALEC: You're really gonna do this?

(All the kids line up except for the X7, who doesn't move.)

X6-787: Didn't you hear me, soldier?

ALEC: Oh, he heard you. He just can't believe his ears.

X6-787: I'm going to have to report you. Both of you.

ALEC: You do that.

X6-787: Left face. (They turn.) Quick march.

(They leave and Alec shakes his head.)

(Logan is at his computer. Max enters behind him and stands across the room.)

MAX: Hey.

(Logan turns around and stands up.)

LOGAN: Hey.

MAX: You said you had something for me?

LOGAN (sitting back down): Yeah. Have a seat.

MAX: We shouldn't get too close. The virus.

LOGAN: Apparently there's a massive military action going down in the woods around Manticore.

MAX: Same thing happened back in '09. By the time they got their act together, we were gone.

LOGAN: There's a difference. You escaped because you wanted out. They ran for their lives. They may not even realize Manticore wanted them dead. This mean anything to you? (Pulls up a video of the moving light among the stars.) Got it from an informant who lives out that way. Real conspiracy buff...obsessed with UFO's.

MAX: It's a signal from Manticore. We were trained to look for it in case the facility was compromised.

LOGAN: What does it say?

MAX: Regroup...Echo Golf 427952...Friday. Today.

(Max starts in his direction and heads for the door, but he stops her by standing up again.)

LOGAN: Whoa. Where are you going?

MAX: Logan, they tried to kill them. Now they want to finish the job.

LOGAN: You don't know that. The could just be loading them up and shipping them off to a new facility somewhere.

MAX: See, that doesn't work for me either.

LOGAN: Fine. You want to go out and save the day? What's the plan?

MAX: Don't know yet.

LOGAN: Max...

MAX: This is happening because of me. I forced them to go. That's my family. Some of them are screwed up. Some of them don't look like you or me or anything anybody's ever seen before...but I'm responsible for them just the same.

(She heads for the door again and he reaches for her.)

LOGAN: Hey--

(Max backs away from his hand.)

MAX: Careful!

LOGAN: Now, see, you took the word right out of my mouth.

(Max rides her Ninja down the road that leads through the woods. The Manticore kids reach the bridge and stand opposite the armed soldiers. The soldiers raise their guns at them. The kids look concerned. Max arrives and rides her motorcycle into the group of armed soldiers, knocking them down.)

MAX: Run!

(The kids turn and run. One of the soldiers shoots X6-787 in the leg. Max picks him up and sits him on her bike, behind her. They ride away as the soldiers shoot after them.)

(In the barn, Alec is eating some junk food and reading the bag. He looks at the X7, who is standing at the wall and looking out a nearby window.)

ALEC: Hey, weird kid. (The X7 looks at him.) Want some hydrogenated imitation pork product? Huh? (The X7 turns back to the window without a word.) All right. More for me.

(The kids run in, breathless, without X6-787.)

FEMALE: Sir, you were right. It was an ambush.

MALE: They shot at us.

(They hear a motorcycle outside.)

ALEC: If you idiots let them follow you...(He sees who it is.) Oh, great.

MALE: It's them?

ALEC: I wish.

(Max enters, supporting X6-787.)

MAX: Get me something to tie his leg off with. (Alec removes his own belt as they lay X7-787 on a table.) What the hell are you doing here?

ALEC: I was about to ask you the same thing.

MAX: I'd kick your ass, but we don't have time for that right now.

ALEC (pulling out a pocket knife): The bullet went right through. We're gonna have to cauterize.

X6-809: What happened? Why were they shooting at us?

MAX: He's going into shock. Get something to keep him warm.

FEMALE: I'm gonna be sick. (Leaves.)

ALEC: Bet that one flunked field med. (He uses a lighter to heat the blade, then hands the knife to Max.) Go.

MAX: I'm not gonna lie--this is gonna hurt like hell.

(She touches the knife to X6-787's leg and he yells. He shuts his eyes and holds in his screams as we see smoke rise from his leg.)

ALEC: Hang on, hang on. It's almost over. (A few seconds later): Okay, it's done. Hey, hey, you're gonna be okay. All right?

MAX: Yeah, so long as we get him and the rest of these kids out of here.

ALEC: What do you mean, "we"? This is your party, not mine.

(In the tent, White is talking to one of the soldiers who was on the bridge.)

WHITE: Help me to understand how a girl on a motorcycle got the drop on you and all of your men.

SOLDIER: It's hard to explain, sir. It all happened so fast we--

WHITE (seeing the man in the tie enter the tent): What is it?

MAN: Sorry to interrupt, sir, but I thought you'd want to see this right away. It was retrieved from the Manticore site...belonged to Director Renfro.

WHITE: On the desk.

(The man sets the briefcase on the desk and opens it. Inside are some computer disks and the flat computer that contains the results of Max's DNA workup.)

WHITE (seeing the disks): The database. Good. (Opening the computer.) Well, well.

MAN: What is it, sir?

WHITE: DNA workup of an X5. Not bad-looking, for a freak.

SOLDIER (seeing Max's picture): Sir...sir, that's her. That's the girl on the motorcycle.

WHITE: You sure?

SOLDIER: Yes, sir.

WHITE: Don't just stand there. Find her.

(In the barn, Max removes a blanket and a basket from the hood of an old pickup truck. She opens the hood, nods at the engine, and closes the hood. Alec is sitting on the floor against a pole, throwing popcorn at the X7. The X7 looks at him but otherwise does not react, continuing to stare out the window. The kids, except for X6-787, are waiting around. X6-809 is taking a screwdriver to an opened radio. Max calls out to the kids.)

MAX: All right, people. Fall in.

(Alec stays where he is and continues throwing popcorn at the X7. The others stand in line and Max paces in front of them.)

MAX: There's been a change in your mission status--extreme and unforeseen. You've been betrayed by your own command. What do you do?

KIDS: Redeploy.

MAX: Correct. How?

MALE: Unknown, ma'am. We have no training with regard to that circumstance.

MAX: Do you know what that means?

KIDS: No, ma'am.

MAX: All your training goes out the window.

KIDS: Yes, ma'am.

MAX: Starting with your blind obedience to Manticore and all it represents.

KIDS: Yes, ma'am.

MAX: Which means you're going to stop calling me ma'am and start calling me Max.

KIDS: Yes, ma'am.

MAX: Yes, Max. That's my name. And now that you're in the real world, you all should have names, too.

ALEC: Oh, for the love of--

MAX: Shut up! (To the kids.) You have to stop thinking of yourselves as soldiers and start thinking of yourselves as people.

MALE: But we are soldiers.

MAX (getting in his face): You mouthing off to me? 'Cause I have zero tolerance for that. Zero! And to commemorate this special moment, that's gonna be your name--Zero. Get out on sentry duty.

(He leaves and Max moves down the line.)

MAX: I saw you messing around with that radio there.

X6-809: I excelled in diagnostics and repair. I was trying to fix it.

MAX: Fixit--that's gonna be your name. And that's what you're gonna do with that old pickup over there--fix it.

(Fixit leaves and Max moves on to the other female.)

MAX: You're the girl that threw up.

ALEC: You could always call her Ralph.

FEMALE: Ralph. I like it.

MAX: It's a boy's name.

FEMALE: I still like it.

MAX: Ralph it is, then. Go check on Bullet.

RALPH: Who's Bullet?

MAX: The kid that got shot.

(Ralph nods and leaves. Max comes to the young male and sees a bugle in his hand.)

MAX: That yours?

KID (nodding): I'm in the bugle corps.

MAX: Bugler it is.

BUGLER: What's my assignment?

MAX: Getting some sleep.

BUGLER: It's not lights-out yet.

MAX: That's okay. Let's find a place for you to bunk down.

ALEC (indicating the X7): What about him? Doesn't he need a name?

MAX: I'll leave that to you, since you two seem to be getting along so well.

(Alec shrugs and goes back to throwing popcorn.)

(Lydecker drives up to the gates of the encampment and exits his SUV.)

LYDECKER: Where's White?

SOLDIER: Sir, this is a restricted area...

LYDECKER (showing his identification): Tell him Lydecker's here to see him.

SOLDIER: Sir, I'm going have to ask you to wait here a moment--

LYDECKER: Sorry, son. This is urgent.

(Lydecker brushes past him. The soldier taps his com as he watches Lydecker walk away.)

SOLDIER: Command, this is Walker. There's someone here from Manticore. Name's Lydecker.

(Alone inside White's tent, Lydecker searches the shelves and the desk, rifling through lots of empty CD cases and not finding anything. He spots Renfro's briefcase and opens it. He puts the disks in his jacket pocket, takes the flat computer, and closes the briefcase. Outside, White is walking angrily with some soldiers and the man wearing the tie.)

WHITE: He identified himself? What the hell was he thinking?

(Guns drawn, they burst into the tent, but find nobody inside. White sees the briefcase sitting in a different spot from where he left it. He opens it to find it empty and hurls it at the wall.)

WHITE: Damn it!

(That night, Logan is sitting at his computer. His cell phone rings and he answers it quickly.)

LOGAN: Hello?

(We see Lydecker sitting in his car in the dark, talking on a cell phone.)

LYDECKER: It's Lydecker.

LOGAN (alarmed): How did you get this number?

LYDECKER: Never mind that. I need you to help me get in touch with Max.

LOGAN: What for?

LYDECKER: I can't tell you that. Do you know where she is?

(Logan wrestles with the decision of whether or not to tell him.)

LOGAN: Somewhere in the woods outside Manticore.

LYDECKER: He'll be looking for her.

LOGAN: He? Who's he?

LYDECKER: If you hear from her...tell her to get out of there as fast as she can.

(Before Logan can say anything else, Lydecker hangs up and looks at Max's DNA workup.)

(At the encampment, White is standing with a couple of soldiers in front of a large piece of machinery.)

SOLDIER: Satellite's in range, sir.

(We hear a whine from the machine and see the satellite start blinking--the same signal the Manticore kids saw in the sky.)

(In the barn, Max checks over the others as they sleep and then sits down. She watches the X7. He looks out the window and speaks ultrasonically with two other X7 clones standing outside. He turns to look at Max, who is still watching him. Then he turns back to the window and starts speaking ultrasonically again. His eyes start moving back and forth very rapidly, as do those of the X7's outside. For the first time, he smiles.)

(The next morning, Bullet walks through the barn, limping slightly. Ralph takes his arm.)

RALPH: You've got to keep the weight off it.

BULLET (removing her arm): I'm fine, Ralph. Would you cut it out?

(Bugler begins playing Reveille and Max quickly takes his bugle.)

BUGLER: X8-621 is ready to commence training, ma'am.

(She chuckles and ruffles his hair.)

MAX: Name's Bugler, remember? And there's not going to be any training today.

BUGLER: There's not?

MAX: Nope, not ever again.

BUGLER: Really?

MAX: Really. See, you don't have to take orders anymore. Not from anyone.

BUGLER: Even you?

MAX: Especially not from me.

ALEC (putting on his jacket): Well, when the going gets cute, the tough get going.

MAX: You're really leaving?

ALEC: Afraid so.

MAX: Figures you'd forget the one good thing Manticore ever taught us--never abandon your unit.

(Alec pauses to glance at the kids and then chuckles.)

ALEC: Well, thanks to you, there is no more Manticore. You made this mess. Not me.

(In his tent, White shows the picture of Max to the X7's who had been standing outside the barn as a woman sits at a row of computers.)

WHITE (to the X7's): You're sure this girl was with them?

(A large microphone turns on.)

WOMAN: See for yourself. Let me position the mike.

(The X7's begin speaking ultrasonically. Their eyes move quickly back and forth.)

WOMAN: Okay, they're downloading. The computer's translating the ultrasound signals, reconstructing a sonic image relayed to them by the X7 inside. Now we convert the sonic image into a visual one. (A computerized face that vaguely resembles Max appears on the monitor.) Let me see if I can enhance it. (The face sharpens to form a better picture of Max.) That's pretty much what she looks like.

(The soldier who was on the bridge when Max arrived on her bike looks on and nods.)

SOLDIER: That's her.

WHITE: Take her alive if you can.

(In the barn, Zero is at the wheel of the truck while Fixit works under the hood.)

FIXIT: Okay, Zero, hit it!

(The truck starts.)

MAX: Nice work, Fixit.

FIXIT: Just give me a few more minutes to adjust the timing.

MAX: All right.

BULLET: Max! Soldiers outside!

MAX: Get away from the window! (To the X7.) You, too!

(The X7 glances at her and then turns to the window. Max looks out the window and sees two X7 clones standing outside. She ducks the window and grabs the X7.)

MAX: Someone's been talking out of school. Ralph, tie him up and blindfold him. We're leaving him here. Fixit, we gotta go now!

(Zero tries to start the engine, but it won't start.)

ZERO: What the hell?

(He keeps trying while Fixit keeps working under the hood. Outside, one of White's soldiers fires at the window. The window shatters and smoke begins filling the barn.)

BULLET: Why are they using smokers? I thought they wanted us dead.

MAX: Me too. Come on. Hurry up!

(White's soldiers enter approach the barn, wearing gas masks. The soldier who recognized Max speaks into his radio.)

SOLDIER: I want all units advance, approach pattern Omega Thirteen.

(Max yells into the truck.)

MAX: As soon as it starts, get the hell out. That's an order!

(The soldiers enter the barn and start looking around. Max takes some of them down. They fire. Max ducks behind a tractor. She runs up the ladder to the loft, unnoticed. Fixit gets the truck running and jumps in, joining the rest of the kids.)

BULLET: Go.

RALPH: Bullet, we can't just--

BULLET: You heard what she said. Move it!

(The truck bursts through the wall of the barn, knocking a couple of soldiers over, and drives away. Max jumps down from the loft and takes out a couple of soldiers. One of them comes up from behind and knocks her out with his gun. The soldiers gather around and aim at her, but she stays unconscious. The soldier who recognized her removes his gas mask and speaks into his radio.)

SOLDIER: Foxtrot One to command. We have her, sir.

WHITE: Say again, Foxtrot One.

SOLDIER: We have X5-452.

(Max wakes up in a cage, in a tent, and slowly stands up. She sees the reptilian soldier in a cage next to hers and gasps. He looks at her.)

MAX: Sorry. I, uh...didn't know somebody else was in here. (Peers through her cage's feeding slot to get a better look at him.) You don't look so hot.

(He takes a sharp breath.)

MAX: Probably need some sun, huh? Bet they had you all hooked up back at Manticore. Nice, sandy barrack...heat lamps...

(He looks away.)

MAX: Sorry.

(Max sees a cockroach on the ground and stomps on it.)

MAX: Ugh! I hate those things. (Notices him looking at her and picks it up by the wing.) You want it?

(He makes clicking noises.)

MAX: Yes? No?

(He continues clicking. Max holds out the cockroach through the feeding slot in her cage. He ducks his head to his own feeding slot. His long tongue whips out and snatches the bug from her hand.)

MAX: Nice move.

(White enters the tent.)

WHITE: Having a little family reunion?

MAX: You must be the new bad guy in my life.

WHITE: You know, 452, you're much prettier than in your picture.

MAX: Gee, miss the old bad guys already.

WHITE: I had a chance to peruse the DNA workup done during your most recent stay at Manticore.

MAX: Let me guess. My insurance didn't cover it and you want me to go out-of-pocket.

WHITE: Are you familiar with the term "junk DNA?"

MAX: Layman's terms for base pairs that don't contain viable genetic information. Doesn't do much more than fill space. Kind of like that gray, squishy thing in between your ears.

WHITE: Would you be surprised if I told you that you didn't have any junk DNA? Seems every single base pair is coded for some specific genetic purpose. Now the money question is...what does it mean? What is it that your genes are coded to do?

MAX: Kick ass, mostly. After that, wouldn't know.

WHITE: Well, not to worry. We're gonna find out.

(The kids drive the truck down the road through the woods.)

RALPH: I can't believe we left her there...after all she did for us.

BULLET: She gave us a direct order.

BUGLER: She told me we don't have to take orders anymore. Not from anyone. Not even her.

RALPH: That's good enough for me.

ZERO: Me too.

FIXIT: I'm in.

BULLET: Let's do it.

(Zero yanks the wheel and the truck turns around. Soon they pass Alec, who is driving a convertible with the radio turned up loud.)

ALEC (to himself when he sees the truck): They're heading the wrong way. (Yelling as the truck passes.) Hey, you're heading the wrong way! (The truck keeps going and he shakes his head.) Typical.

(That night, a soldier operates the machine while White stands nearby.)

SOLDIER: Satellite's in range, sir.

WHITE: Light her up.

(The machine emits a laser toward the sky and the satellite starts blinking. The kids approach and crouch in the bushes nearby. Alec sneaks up behind them.)

ALEC: Let me guess. She got herself caught saving your butts.

BULLET: Pretty much.

ALEC: All right. Well, let's get this over with.

(Zero takes out a soldier guarding the generator and Fixit approaches it. Moments later, all the lights go out.)

WHITE: Keep at it. I'm going find out what the hell's going on.

(Ralph and Bullet take out a couple of soldiers guarding Max's tent. Alec retrieves a gun and keys from one of the soldiers and signals to Bullet and Ralph. They run off while he enters the tent.)

MAX: Alec.

ALEC: To the rescue. (Kneels to unlock the cage.) Still wanna kick my ass?

MAX: Maybe later. Hurry up.

(He gets the lock open and she points at the reptilian man in the next cage.)

MAX: Him too.

ALEC: Are you kidding?

MAX: Do it!

ALEC: All right, all right.

MAX (to the reptilian soldier): It's gonna be okay. We're gonna get you out of here. (Alec opens the cage and the soldier steps out.) Go, go.

(The soldier runs out and Alec goes to follow.)

ALEC: You're welcome. Come on, let's go.

MAX: Wait.

ALEC: What?

MAX: The laser show's still going. If you wanna be the hero, you can't be half-assed about it. Let's go.

(Outside, Max stands next to the man running the laser and looks at the sky.)

MAX: All those stars kinda make you feel small and insignificant, huh?

(Alec knocks the man out and they start typing on the computer running the laser. Elsewhere in the woods, another group of Manticore kids is walking and sees the signal in the sky. White and some of his soldiers find one of the felled guards.)

WHITE (into his radio): We've got a security breach. The perimeter's been compromised.

(He notices the man wearing the tie watching the sky.)

WHITE: What are you looking at?

MAN: That's not the signal to regroup. It's the signal to scatter and go to ground.

WHITE (into radio): White to all units. Disable the signal now.

(The group of kids walking through the woods sees the new signal. They turn around and walk the way they came. Max and Alec finish up with the laser.)

MAX: It's done. Trash it.

(Alec takes his gun and shoots the machine. A soldier approaches them from behind. The reptilian man suddenly knocks him out.)

MAX (waving at him): Come on.

(White and a group of his men see the reptilian soldier walking across the encampment. White pulls out a gun and shoots him. Max sees him collapse and gasps. She starts in his direction, but Alec holds her back.)

ALEC: We gotta get out of here. Go, go.

(They leave. White and his men approach the fallen soldier. White looks around in anger and shoots him again. His eyes close.)

(The next day, somewhere along the road leading through the woods, the kids are lined up in front of Max. Alec is sitting on his convertible nearby. Logan is standing against his Aztek a short distance away, and Max's Ninja is parked near the Aztek. Max gives the kids some papers.)

MAX: ID's and passports to get you across the border to Canada.

ZERO: Are we ever gonna see you again?

MAX: Promise. Now I'm going to drop a little wisdom on you grunts, so pay attention. First time I got out in the world, I lost track of all the kids I escaped with. Spent the next ten years trying to find them. Don't let that happen to you. Stay together. You're family.

ALEC: Okay, I'm out of here before the waterworks start.

MAX: Hold on. We have one last thing to do...as soldiers.

ALEC: And what's that?

MAX: Pay our respects to those who didn't make it. Attention!

(Alec and the kids stand at attention. Bugler plays Taps. We flash back to the first group of Manticore kids being shot down on the bridge. We see Max remembering Ben in the woods, Manticore burning, Eva being shot by Lydecker, Zack pointing a gun to his head, Tinga dead in the tank, and again Manticore burning.)

(Bugler finishes playing. Max hugs Fixit and Ralph, bumps fists with Zero and Bullet, ruffles Bugler's hair, and glances at Alec. She turns and walks over to Logan. Alec drives away in the convertible, radio blasting, and the kids drive away in the truck.)

MAX: Thanks for coming through on their papers.

LOGAN: No problem.

(Max puts her hands behind her back.)

LOGAN: You did a good thing, Max. Not just for them, but for all of 'em. They'll figure it out.

(She nods.)

LOGAN: So you heading back into town?

MAX: Yeah, I'll take a ride. (Nods toward motorcycle.) Clear my head.

(Logan nods. Max straddles her bike and starts it up. She looks back at Logan. He waves and she smiles as her voiceover begins.)

MAX: I look at Logan, and I want to take my own advice and stay together. But how are we supposed to do that when his life depends on us staying apart?

(Max drives down the road and Logan watches her go as her voiceover continues.)

MAX: Who knows...maybe we can beat this thing. I guess we'll just have to see where this road takes us.