(At Jam Pony)

Normal: About time you got back. Hot run, Cashmere and Swanson.

OC: Sector four? I ain't goin' all the way out there. It's raining.

Normal: Is it raining in Seattle? Stop the presses.

(He hands her the package and she sees a new guy in the locker area.)

OC: What do you think you're doin'?

NEW GUY: Boss told me to get a locker. This one's free.

OC: No, it ain't. Here, try one of these. (Hands him the package.) Take that too.

(The new guy moves his stuff. Original Cindy closes the locker door and looks at it sadly; we see it is labeled "MAX." Eyes Only comes on the TV and everybody gathers around to watch.)

EYES ONLY: Do not attempt to adjust your set. This is a streaming freedom video bulletin. The cable hack will last exactly sixty seconds. It cannot be traced, it cannot be stopped, and it is the only free voice left in this city.

(We see Logan doing the broadcast from his apartment.)

EYES ONLY: Since the early 1990s, billions of your tax dollars have been diverted from legitimate government programs to fund secret experiments in genetic engineering.

SKETCHY: Cool.

OC: Shut up, fool.

(As Eyes Only describes Manticore, we see flashbacks of the young X5's in training, undergoing experiments, and in class.)

EYES ONLY: This covert operation is known as Project Manticore. Its goal: to create the perfect soldier, genetically enhanced for superior strength and speed. These children are subjected to relentless training and propaganda. In the winter of 2009, twelve of them escaped from a facility in Gillette, Wyoming. Some of them were captured; some of them were tortured; some gave their lives fighting to stay free. Since these cable hacks began, Manticore has consolidated its operations to a secret location. Eyes Only will find it, and the people responsible for these crimes will be brought to justice. This has been a streaming freedom video bulletin.

(Logan ends the broadcast and wheels over to his computer. After putting on his glasses and glancing over his shoulder, he opens a still from the surveillance video he used to guide Max and Zack through Manticore. The still is a shot of Max. He enlarges the picture and touches the screen.)

(At Manticore, Max is going through fighting exercises in the yard. A male X5 is kicking her and knocking her down while other X5s watch.)

MALE X5: What's the matter, 452? Still recuperating?

MAX: Bite me!

MALE X5: Must've given you a lousy heart.

(Max fights back with fury and kicks him to the ground.)

DRILL SERGEANT: 452! Director wants to see you.

(Max flips her hair over her shoulders and follows him. Next we see her inside, standing face-to-face with Renfro.)

RENFRO: State your designation.

(Max has a flashback. In the flashback, she is in a small space embedded in a wall. Flush with the wall is a two-way mirror; Renfro watches Max while Max can only see her own reflection. Max is wearing a Manticore gown like the ones she and her siblings wore as kids.)

MAX (in flashback): My name's Max!

(A lab tech flips a switch. Max's floor and ceiling draw closer together until she is forced to crouch.)

RENFRO: State your designation.

MAX: Kiss my transgenic ass!

(The lab tech hits the switch again and the floor and ceiling draw even closer. By now the space is so small Max is curled up in a ball.)

RENFRO (to lab tech): How long can an X5 last without food or water?

LAB TECH: Six days, maybe.

RENFRO: Call me in a week.

(Renfro leaves the room and a pair of doors closes to hide Max.)

(Back in the present day, Max responds.)

MAX: X5-452.

RENFRO: You don't fool me. I know you're just playing along. Come on--I want to show you something.

(She leads Max over to a wall and pushes a button. Doors slide apart to reveal a window. Through the glass Max sees a man strapped spreadeagle to a gurney. He is hooked up to lots of machines, his chest bears a large scar, and some sort of helmet covers most of his face and head. Only his eyes are visible. He focuses on Max.)

RENFRO: Your brother Zack. He's been so useful to us. His liver and kidneys went to an X5 wounded on a mission; his heart--of course, as you know--went to you...

(We flash back to the operating room at Manticore after Max was shot. Zack is standing over Max's unconscious body. A gun is pointed at his head.)

ZACK (in flashback): X5-599, I've got a heart for you.

(We hear a gunshot and Zack collapses onto Max. End flashback.)

RENFRO: Wanted to give you a chance to say goodbye. He's being moved to another facility. We have some very interesting plans for him. One thing that is for certain, though, is that you are the reason he is there.

(Renfro walks away. Max looks through the window sadly until the doors cover it up again. She turns and faces Renfro.)

RENFRO: Don't you see, 452? You're poison. You destroy everyone that you love. (Renfro holds up a photograph of each.) Zack...your brother Ben...your sister Tinga...and him--Eyes Only.

(Max looks surprised and worried at the last one.)

RENFRO: Now, I know that you've had some kind of relationship with him, and I know that you're hanging onto the idea that you're gonna see him again, but that's not gonna happen. He thinks you're dead, which is why he's causing so much trouble for us. So we're gonna find him...

MAX: You'll never find him.

RENFRO: ...and we're gonna kill him. You'll have nothing left. And then, 452, you will be mine.

(That night, Max is lying on a bunk in a cell. A guard comes down the hall.)

GUARD: Lights out.

(Max doesn't move and the guard peers through a small barred window in her door.)

GUARD: Lights out, 452.

(The guard turns out Max's light and walks away. Max folds her bunk to the wall and anchors it up. She removes a tool from the springs of the bunk and crouches on the floor. Max uses the tool to poke and saw at the cement between the large bricks in the wall. She pauses for a minute to steel herself.)

MAX: Max. My name's Max.

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.

(We see several scenes of the Seattle streets, and eventually we see Logan in an office talking to a man at a desk. Several other desks are in the room, along with lots of people waiting around.)

MAN AT DESK: What can I tell you? You're not in the system.

LOGAN: I did my rehab at a V.A. in Gillette, Wyoming. I was in Serbia in '07. How do you think I ended up in this chair?

MAN (halfheartedly poking at his computer): There's nothing here.

LOGAN: Well, that's impossible.

MAN: Impossible? What, you never heard of the Pulse? That little nuclear airburst that fried all the satellites and crashed all the computers?

LOGAN: Mm-hmm, and sent the economy into a tailspin, which is why all of us need our V.A. ration cards so we can eat.

MAN: What do you want me to do?

LOGAN: I want you to go back there and find the piece of paper that has my name on it.

MAN: Look. You want your ration card? Simple. (He rubs his fingers together. Logan smiles.) I'll put you in the system. That easy.

(Logan nods to a woman standing across the room. She stands on top of a desk and fires a gunshot at the ceiling.)

WOMAN: All right, people. We're the S1W. We're here to set this thing straight. (The vets cheer.) Nobody's gonna get hurt, nobody is gonna pay for what they already have coming, and nobody is gonna leave here without their ration cards.

(The vets continue to cheer. The woman's fellow S1W members enter with guns.)

ONE OF THE S1W MEMBERS: Get down!

(The people behind desks drop to the floor, including the man Logan was talking to. We see the exoskeleton over Logan's shoes as he stands up. He glances at the woman, then at the man on the floor, and walks away. One of the S1W tells the vets to gather round and gives them their ration cards)

(Later, Logan and the woman are in his apartment. Logan is sitting at the table, reading some papers.)

WOMAN (chuckling): You really thought you were gonna get into the file room pretending to be a vet?

LOGAN: I took a shot.

WOMAN: So did I.

(Logan glances at her and chuckles.)

LOGAN: Appreciate you guys coming along.

WOMAN: Naw. You got what you needed; we got to make our point. This town's gonna think twice before they shake people down again.

(Logan checks a sheet of paper.)

LOGAN: This is Manticore's Wyoming facility. It's gotta be. Requisitions don't add up otherwise.

WOMAN: Think they're running their budget through the V.A.'s books? Trying to cover their tracks?

LOGAN: If I can follow the money, maybe I can find out where the main facility is.

WOMAN (sitting at the table): Logan, how many jobs do you think we've done for Eyes Only in the past couple of years?

LOGAN: I don't know. Why?

WOMAN: I've just never seen you get so caught up in an assignment before.

LOGAN: It's not an assignment. Eyes Only is taking on Manticore as a favor to me.

WOMAN: You're messing with some powerful people. They play rough.

LOGAN: I don't care what happens to me.

WOMAN: Said in his hack some of those kids escaped back in '09. You knew one of them, didn't you?

LOGAN: Her name was Max.

WOMAN: They killed her, didn't they?

LOGAN: I watched her die. The thing is, I can't really believe she's gone. I don't believe it. I know it sounds crazy, but I feel like...she's still out there.

(At Manticore, Max is standing for inspection while a drill sergeant shouts at another X5.)

DRILL SERGEANT: Those boots look like they got shined with a bag of mud! Don't you have any respect for yourself? For the unit that you represent? (To another soldier) Take him to isolation.

(Max flashes back to her childhood and remembers ducking her head out of line to watch her brother Jack being taken away as he seizes.)

DRILL SERGEANT (in flashback): Eyes front!

(Back in the present day, the drill sergeant is suddenly standing directly in front of Max.)

DRILL SERGEANT: Eyes front!

(We see Max in various stages of training and testing, along with scenes of her doing the same things in her childhood. We see her standing in line, crawling on the ground with a gun, and running on a treadmill, hooked up to monitors.)

(That night, Max lies on her bunk and remembers her dream of making love to Logan, as well as their anniversary.)

MAX (in flashback): Lucky we hooked up.

LOGAN (in flashback): Happy anniversary.

(Max remembers Logan brushing her hair out of her face as she was about to go with her siblings to take down Manticore.)

LOGAN (in flashback): Just come back.

(The guard glances at her through the window in the door. After he leaves, Max saws at the cement and manages to remove one large brick. She hears someone entering the hallway, quickly restores her cell back to its usual state, and lies down on the bunk. She sits up when her light flips on and a male X5 enters her cell. He looks exactly like Ben. Max flashes back to seeing Ben in the church.)

BEN (in flashback): Max...

(In present day)

MAX: Ben?

MALE X5 (puzzled): What?

MAX: You look like someone I used to know.

MALE X5: Well, my designation's 494.

MAX: His was 493. You must be twinned.

X5-494 (nodding): 493...Your fellow traitor. Went psycho.

MAX: What do you know about it?

X5-494: I know that because of him I had to spend six months in psy-ops. They wanted to make sure it wasn't genetic. Looks like ten years in the world finally got to him.

MAX: It was this place that got to him.

X5-494: Whatever. Well, let's get this over with, huh? (Removes his shirt.)

MAX: What are you doing?

X5-494: We've been paired off. I'm your breeding partner.

MAX: My what?

X5-494: We're supposed to copulate every night until you get pregnant.

MAX: That's sick!

X5-494: It's your own fault. If you and your friends hadn't blown up the DNA database, they'd still be whipping up embryos and putting them into surrogates. Take off your clothes.

MAX: Get out of my cell.

X5-494: We've got our orders.

(Max kicks him in the stomach.)

X5-494: What the hell was that?!

MAX: The only kind of physical contact you and I are gonna have.

X5-494: You know, this isn't isn't exactly a plum assignment for me either. You spent half your life out there in filth and degradation. I could catch something.

MAX: Whatever you need to tell yourself. Just as long as we understand each other.

X5-494: Fine. Don't "freak out" on me.

(Max looks surprised at his use of slang.)

X5-494 (putting his shirt back on): I took Common Verbal Usage when I got cleared for my solo missions.

MAX: Oh, you mean assassinations.

X5-494: It was my job. If you're gonna "bust my chops" about it, go ahead.

(A guard peers through the window in the door.)

MAX (sarcastically): He's reading love poetry. You know, to get me in the mood.

GUARD (to X5-494): You got something for me?

(X5-494 hands the guard something through the bars and the guard hands him some money. X5-494 hands him some cigars.)

X5-494: Do me a favor--give these to Vic. Tell him he can pay me later.

GUARD: No problem.

X5-494: Thanks.

(The guard walks away. X5-494 turns back to Max, putting the money in his very fat wallet.)

X5-494: He's got a thing for those vitamins they make us pop every morning.

MAX: I'm not even gonna ask about the cigars.

X5-494: I got a few things working. Listen, I've got an hour to kill before I head back to the barracks. Why don't you wake me up at 0100?

(He lies on Max's bunk and closes his eyes. Max sits on the floor and sulks.)

(A payphone on the street rings and Lydecker answers it.)

LYDECKER: Lydecker.

(We see the man whose eye Lydecker removed sitting in Madame X's office. He is talking on the phone while Madame X listens in.)

McGINNIS: Deck. This is McGinnis. You're a hard man to track down.

LYDECKER: I try to avoid people who are looking to kill me.

McGINNIS: Have a proposition from the Committee.

LYDECKER: Go ahead.

McGINNIS: They want Eyes Only. I need you to set the meet.

LYDECKER: Look, we both know what that means.

McGINNIS: You do this, and they'll bring you in from the cold.

LYDECKER: Since you put it that way...

(In the Manticore yard, the X5s are standing for review in male-female pairs while Renfro queries them. Two soldiers follow her.)

RENFRO: Report.

MALE X5: Successful copulation with X5-392, ma'am.

RENFRO: Excellent. (She moves to the next pair.) Report.

FEMALE X5: Copulation was unsuccessful, ma'am.

RENFRO: Explain.

FEMALE X5: X5-698 failed to achieve minimum mission requirements, ma'am.

(The two guards take X5-698 away while Renfro moves on to X5-494 and Max.)

RENFRO: Report.

(Neither answers right away and Renfro begins to look suspicious.)

X5-494: Successful copulation between myself and X5-452, ma'am. Twice.

RENFRO (surprised): Excellent, 452. What would your boyfriend say?

(Max does not respond.)

RENFRO: Tell me something. Did you receive any medical treatment when you were on the outside?

MAX: No, ma'am.

RENFRO: Then how do you explain this?

(Now they are inside, looking at Max's X7 clone. The clone is lying in bed under ice packs, hooked up to oxygen, and aging rapidly.)

RENFRO: She's a younger version of you, but she's suffering from late-stage progeria. Except for her X7-specific code sequences, her DNA is identical to yours. So I'm gonna ask you again: Did you receive any medical care that we should know about?

MAX: No, ma'am.

RENFRO: Then I guess we're just gonna have to do spinals on you both so we can run a DNA analysis. Or maybe you've just been lucky. For all we know, that could still happen to you.

(That night, Max removes two bricks from the wall. She pokes her head through the hole where the bricks were, peers down, and smiles. After putting the bricks on her bunk and covering them up with her blanket to serve as a decoy, she crawls through the hole feet-first, and slides down a pipe. She lands in the boiler area of the basement and looks around. A man with long hair and a doglike face rushes at her, growling and barking.)

MAX: Easy, easy. Easy. Relax, big fella.

MAN: You relax, little fella.

MAX: Wow, you can talk.

MAN: Wow.

MAX: I--I didn't mean anything by it. I've just--I've never seen anyone that looks like you before. So what happened? They put too much canine DNA in your cocktail?

MAN (sniffing the air): Cat. Cat in your cocktail.

MAX: Don't hold it against me. (The man growls.) I dig your teeth. Can I see 'em? Come on, let me see. (She approaches and he snaps at her.) It's okay. (Finally he lets her look.) Those are cool.

MAN: You're X5.

MAX: Yeah. You can call me Max.

(She extends her hand. When he doesn't take it, she takes his hand and shakes it. Then she walks around, looking at his living quarters in the basement.)

MAN (trying out the name): Max...Max...Max, Father named you?

MAX: Nope. No father. Just me.

MAN: Father named me...Joshua.

MAX: Father? You don't mean Lydecker?

(Joshua growls.)

JOSHUA: No. Father...Sandman.

MAX: Sandman named you.

JOSHUA: Mm-hmm.

MAX: Okay.

JOSHUA (hearing a noise): Guard. (He shushes Max and peers through a hole in the wall.) Guard.

MAX (in lowered voice): So they don't know you're down here?

JOSHUA: No.

MAX: What about this Sandman father of yours?

JOSHUA: Left me here. Here I am.

MAX: He just left you here?

JOSHUA: Made me, then left me. True enough.

MAX: That's pretty whack.

JOSHA: He made us all. I was first--special. Then more like me...more like you...more people--(gestures at ceiling)--up there people. Father lost in all the people. I'm here, waiting.

MAX: It's too bad you don't have a room with a view. You know, a window. I'm trying to find a way out of here.

JOSHUA: Ah. Wait. (Glances through the hole in the wall, then opens a panel underneath and smiles at her.)

(Max and Joshua walk down a dimly lit basement hallway. They pass several doors with barred windows. Through each we see a different person; Joshua stops to glance or growl at each. One is the nomlie the kids passed in one of Max's flashbacks. One screeches like a monkey. One sticks an arm through the bars and waves it around.)

MAX: Looks like this father of yours kept himself real busy.

JOSHUA: Some like me...some not so good.

(One gives a raspy groan, and Joshua barks at him.)

JOSHUA: Hungry.

MAX: Maybe someone oughta feed 'em.

JOSHUA: They do...sometimes. I do sometimes.

(They arrive in a room where some large storage crates are piled by the wall, with a couple large cans on top. Joshua removes the cans to reveal the top of a barred window.)

JOSHUA: Room with a view.

(He and Max move the top crate to the floor and Max crawls on top of the others. She tugs at the bars.)

MAX: This is gonna take a while. Okay with you if I slap an exit sign on this?

JOSHUA: Uh-uh. No exit. X7's in the forest.

MAX: How many?

JOSHUA: One.

(Max looks a distance into the forest and sees an armed male X7 emerge.)

MAX: Yup. There he is. I think I can take him on.

JOSHUA: Uh-uh.

MAX: Come on, there's only one.

JOSHUA: Lots of one.

(Max sees more X7's emerge. They are clones.)

MAX: Ohhhh, I get it. Lots of one.

JOSHUA: Uh-huh. Pretty whack.

(The X7's line up facing each other and stand still.)

MAX: What are they doing?

JOSHUA: Talking.

MAX: I don't hear anything.

JOSHUA: I do.

MAX: Must be in the ultrasonic range.

JOSHUA: Bat. Bat in their cocktail.

(The X7's finish talking and scatter. Max glances at the sky.)

MAX: Sun'll be up soon. (She and Joshua replace the crate.) I gotta blaze. Be back tomorrow, though. Thanks for everything, Joshua.

(He shakes her hand and Max jogs away.)

JOSHUA: You blaze.

(In Logan's apartment, he is talking on his cell phone while snapping his pant leg over the exoskeleton.)

LOGAN: No, I wanna do it now. Yeah! Right now!...Okay. I'll meet you there.

(He hangs up, tucks the cell phone into his pocket as he walks, and opens the door. The woman who was with him earlier walks through, carrying a large box.)

WOMAN: Hey.

LOGAN: Oh. Hi. Uh, what's up?

WOMAN: Oh, I need a favor. I gotta go to sector three. Can I stash this here?

LOGAN: Sure, what is it?

WOMAN: It's something I don't want the police to see when I go through checkpoint.

(Logan gestures as if to say "What is it?" again.)

WOMAN: It's a box of guns.

LOGAN: Right. Okay. Well, look, I gotta meet someone so, uh, let yourself out?

WOMAN: Okay. I promise it'll be gone by tomorrow night.

(In the warehouse where they planned their break into Manticore, Lydecker stands waiting. Logan drives in and gets out of the Aztek.)

LOGAN: You said you had some information for me?

LYDECKER: I did.

LOGAN: I'm trying to find Manticore.

McGINNIS' VOICE: Looks like Manticore found you.

(McGinnis emerges from behind a pillar and stands next to Lydecker, wearing sunglasses over his eyepatch and pointing a gun at Logan. Two armed soldiers approach Logan from behind.)

LYDECKER: Sorry, son.

McGINNIS: So this is the great and powerful Oz. Hold on here--let me get a good look. (Removes his sunglasses.)

LYDECKER: I wouldn't do that, Jim.

(Lydecker elbows McGinnins in the mouth and grabs the hand with which McGinnis is holding the gun.)

LYDECKER (to Logan): Duck!

(Logan ducks, but not quickly enough, and a bullet hits his arm as Lydecker shoots the two soldiers behind Logan. Lydecker wrenches the gun from McGinnis' hand to the ground and knocks McGinnis down.)

LYDECKER (to Logan): You all right?

LOGAN: You shot me!

LYDECKER: I told you to duck. It just winged you.

McGINNIS: We had a deal!

LYDECKER: Renfro. What's she doing to the X5's?

McGINNIS (standing up): I don't know!

(Lydecker grabs McGinnis' arm and wrenches it behind his back. He pulls out his own gun and holds it to the back of McGinnis' head.)

LYDECKER: She murdered one of my kids. That bitch murdered one of my kids!

(We flash back briefly to Tinga, dead in the tank.)

McGINNIS: All right. All right. All right.

(Lydecker shoves McGinnis back to the ground.)

LYDECKER: Now don't play stupid, or I'll take your other eye.

McGINNIS (standing up): All right. The tank is some kind of extraction chamber. She was trying to find out something in the girl's DNA.

LYDECKER: What?

McGINNIS: I don't know. Look, whatever she wanted, she wanted it bad. But it wasn't there. (Touches his lip.) Damn, Deck, I'm gonna need some stiches. Could you please take me to the hospital now?

LYDECKER: There's a small problem with that, Jim. You got a good look at my friend here. (Gestures at Logan.)

McGINNIS: No. No, no, I didn't. I hardly laid an eye on the guy. My depth perception's all shot. Besides, all you white boys, you know, you all look alike to me. Come on, Deck. We're old friends.

LYDECKER (turning to face Logan): What do you think?

(McGinnis spots his gun lying on the ground behind Lydecker's back and reaches for it. Lydecker shoots him dead without turning around. Logan approaches, gun in hand, and they both look down at McGinnis' body.)

LYDECKER: We never really liked each other, did we? (To Logan.) So you want to know about Manticore?

(In the basement, Max is filing at the bars on Joshua's window. She stops and hops off the crates.)

MAX: Another night or two, and we'll be in business.

(They walk back through the dimly lit hallway.)

JOSHUA: Max...outside?

MAX: Max outside. That's the plan.

JOSHUA: Joshua...outside. That's the plan.

MAX: You want to go with me?

(He smiles.)

MAX: I don't know.

JOSHUA: I know. Max and Joshua outside.

MAX: The thing is--there's nobody like you in the world. You know, people, they get scared real easy about things that are different. (Joshua looks disappointed.) I'm just saying that you'll be trading one basement for another. That's all.

(Joshua nods sadly and continues down the hall. Max climbs back through the hole in her cell and finds X5-494 sitting on her bunk.)

X5-494: Forget we had a date?

MAX: So when did the stormtroopers bust in?

X5-494 (chuckling): Don't worry. I didn't set off the alarm. Not yet.

MAX: What do you want?

X5-494: I'm not looking for trouble. What you do is your own business.

(He stands up and holds the bunk out of the way while Max replaces the brick and her tool.)

X5-494: Why do you want out of here so much? You've got a roof over your head, plenty to eat...which is more than you can say about most people out there.

MAX: You think Manticore takes care of you out of the goodness of its heart? It's using you.

X5-494: Nobody's using me.

MAX: That's what you don't get. You're working for the bad guys.

(They replace the bunk and X5-494 walks toward the door.)

X5-494: I'm gonna be out of here in five minutes to go back to my cell, and you'll get rid of me for the night. Okay, 452?

MAX: My name's Max.

X5-494: Whatever you say.

MAX: You should have a name too.

X5-494: I told you, my designation's 494.

MAX: Doesn't suit you. I'm gonna call you Alec.

X5-494: Alec?

MAX: As in smart aleck.

X5-494: I can live with that.

MAX: Good. 'Cause my second choice was Dick.

(He goes to the door and calls through the window.)

ALEC: Guard. (The guard opens the door and Alec walks out, smiling at Max.) See you around...Max.

(In the warehouse, some men are cleaning up and inspecting the area. One of them zips up a body bag containing McGinnis' body while a man in a suit looks on, talking to Renfro on a cell phone.)

MAN: Looks like Lydecker double-crossed us.

RENFRO (in her office): He knows our location. If Eyes Only broadcasts it, the Committee will bury us.

ONE OF THE MEN: Sir! Over here.

(The man goes over and peers at something on the ground.)

RENFRO: What is it?

MAN: Uh...blood trail. Couldn't have been one of our people; none of them walked out of here.

RENFRO: Take a sample and run a full DNA assay. Get back here right away.

(Max is standing in a guarded control room while Renfro paces in front of her.)

RENFRO: You don't understand what's at stake here, 452. If Eyes Only isn't stopped, there are gonna be news vans parked outside the perimeter. The Committee is not going to allow the existence of this program to be exposed. It'll jeopardize its other operations.

MAX: Guess I'm supposed to be curious and ask what that means.

RENFRO: It means that I lock down the cells and I burn this place to the ground with you and everyone else inside.

(Max rolls her eyes)

RENFRO: Oh, you don't believe me? On paper, this place is a V.A. hospital. Anybody comes looking, all they're gonna find is the remains of a tragic fire that killed all its patients. It's called plausible deniability.

MAX: It's called bluffing.

RENFRO: Look, you need to understand something. You are nothing but meat to me. This- -(holds up a disk)--this is what matters. I could start over anywhere. I just put all the data that we have accumulated into my briefcase, lock the door, light the match, and kiss your transgenic ass goodbye.

(She steps closer and to look Max in the eye.)

RENFRO: You make me find Eyes Only by myself...he is a dead man. Help me...there's a deal to be made. Think about it.

(The door opens and the man who called from the warehouse enters, holding a file.)

MAN: We ran the blood sample we found at the warehouse.

RENFRO (looking at the file, then smiling at Max): Ah. Time's up.

(Later, Max is about to be tortured. She is strapped down, someone gives her an injection, and a someone inserts a hard plastic tube in her mouth. She struggles but doesn't get anywhere.)

RENFRO: You're going to help me whether you want to or not.

(Renfro trains a laser into Max's eye.)

(Later, Max suddenly sits up on her bunk, panting. Alec enters her cell.)

ALEC: You okay? (Max continues breathing hard.) Guess they finally got it out of you, huh?

MAX: I don't know what you're talking about.

ALEC: I heard they were sending an X5 to take out some reporter friend of yours.

MAX: I didn't tell them anything.

ALEC: Are you sure?

MAX: I gotta get out of here now.

(She puts the bunk up and starts removing the brick.)

ALEC: You're in no shape to be tangling with those X7's. If you're lucky, you'll make it to the yard and they'll take you alive.

MAX: Then help me.

ALEC: I told you, I'm not looking for trouble.

MAX: This is your chance to get me out of your life for good.

ALEC: I guess if you escape, I'll get a new breeding partner.

MAX: Now we're talking.

(Max and Alec are both filing at the bars on Joshua's window while Joshua stands a short distance away.)

ALEC: Kinda makes you wonder what else is down here. I mean, seriously, did you get a look at that thing?

MAX: He's not a thing. His name is Joshua.

JOSHUA: X7's in the forest. Pretty...pretty whack.

ALEC: Yeah, yeah, Sasquatch. Hey, why don't you make yourself useful, and, uh...quit mumbling and come over here and help us out with these bars?

JOSHUA: Okay.

(He gestures at them to get off the crates. They do. Joshua goes to the window and pulls the bars right off. He hands them to Alec and growls. Alec gulps.)

MAX: Everybody knows what to do?

(Joshua runs through the forest, with Alec chasing him. Alec stops and calls to some X7's.)

ALEC: Hey! He's getting away! Come on!

(They all chase Joshua. Behind them, Max drops from a tree and starts running. Alec tackles Joshua. An X7 approaches and Alec kicks him.)

ALEC: Oh, sorry, kid.

(More X7's approach and Alec kicks another one.)

ALEC: Maybe I should let you guys handle this, huh?

(Alec kicks another X7 while Joshua runs away. Other X7's gather around and point their guns at Alec.)

ALEC: Whoa, whoa! Boys! No need for firepower, fellas. Just trying to help.

(Max runs toward the perimeter fence, knocking out an X7 on her way. Another X7 stands guarding it. Max leaps over.the fence, with the X7 shooting but missing. Max lands on the other side and looks back at the X7. He takes aim, but Joshua appears and hurls him into the trees. Joshua goes up to the fence.)

JOSHUA: You blaze!

(Max nods and runs away. Joshua watches her through the fence.)

(At his computer, Logan is playing back a prerecorded Eyes Only message.)

EYES ONLY: Do not attempt to adjust your set. This is a streaming freedom video. Your location has been revealed.

(The computer beeps and a message appears on the monitor saying "Satellite link failed." Logan grunts and attempts to reconnect. While it's processing, he turns around and sees Max standing a few feet away. His eyes widen and he stands up.)

LOGAN: Max.

MAX: We gotta get you out of here. They're coming to get you.

(He kisses her. She returns the kiss. After a minute they draw apart and hold each other.)

MAX: We gotta go. They're coming to get you.

LOGAN: Who? What's going on? How did you--

MAX: I'll explain later. Come on.

LOGAN: No, I have to finish my broadcast.

MAX: Forget it. It's not important.

(Logan collapses.)

MAX: What's wrong?

LOGAN (gasping): I don't know. I--

MAX: Logan, what's happening?

VOICE: You killed him, that's what's happening.

(Alec is standing nearby, pointing a gun at them.)

ALEC: Nice job, 452. Mission accomplished.

(They stare at him, Max cradling Logan and Logan holding onto her arm.)

ALEC: Yeah, I'd stop touching him if I were you. You're just gonna make it worse.

MAX: What the hell are you talking about?

ALEC: A genetically targeted retrovirus. You're the carrier.

(Max quickly backs away from Logan.)

ALEC: Any intimate contact between you activates the agent. (Chuckles.) Now, you didn't kiss him or anything, did you?

MAX: You son of a bitch!

(She lunges at him and he raises the gun.)

ALEC: Whoa, whoa, hey. Just following orders. Okay, now Renfro said if you want him to live, you gotta bring him back to Manticore and turn yourself in.

MAX: There's a cure?

ALEC: Yeah. She'll give him the antigen if he tells her what he knows and who he's been working with.

MAX: Why should I believe her?

ALEC: What choice do you have?

(A man enters Renfro's office carrying a flat computer.)

MAN: Results of the DNA workup you ordered on 452.

RENFRO: Did you find anything to explain why there's no progeria?

MAN: Maybe you better take a look.

(He hands her the computer. We see a diagram of Max's body, with certain areas magnified in insets. We don't see any details. Renfro looks shocked.)

MAN: I've never seen anything like it. Just to be sure, I'll run another series as soon as 494 gets her back here.

RENFRO: Does anyone else know about this?

MAN: No, ma'am.

RENFRO: Let's keep it that way. (Pulls out a gun and shoots him.)

(Renfro dials her cell phone and begins speaking in French. We see subtitles in English.)

RENFRO: C'est Renfro. Je pense que j'ai trouvé ce qu'on cherchait. Non, personne ne le sait ŕ Manticore. Ah oui...je te l'emmene.

SUBTITLES: It's Renfro. I think I've found what we've been looking for. No, no one at Manticore knows. Yes...I'll bring her to you.

(Still in Logan's apartment, Alec has just finished getting Logan into the wheelchair as Max looks on. Logan is sweating and has broken out into hives or some sort of a rash.)

ALEC: Well, looks like we got ourselves a convoy.

(The computer beeps and a message appears on the monitor, saying "Satellite link established. Press enter to transmit." Alec is distracted by the beep and Max takes the opportunity to attack him. They fight, at one point crashing through the screens. Max kicks Alec's gun across the floor towards Logan.)

MAX: Logan!

(Logan picks up the gun and aims it at Alec. Max stops fighting and Alec holds up his hands.)

ALEC: Fine. Fine, but when he's dead, can I go home?

MAX (approaching the computer): It's not gonna be there.

ALEC: What are you doing?

MAX: Ending this thing once and for all.

(She hits the enter key and Logan's prerecorded Eyes Only message starts broadcasting.)

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

(At Manticore, a man has Eyes Only on his screen and Renfro stands behind him, watching.)

EYES ONLY: Your location has been revealed.

(A cell phone rings and the man answers.)

EYES ONLY: Your secret is out. And now Manticore will be held accountable for its crimes.

(The man hands the phone to Renfro.)

MAN: It's them.

EYES ONLY: Manticore's facility is located an hour southwest of...

RENFRO (into phone, over Eyes Only's voice): Renfro.

EYES ONLY: ...Seattle.

RENFRO: Understood. (Hangs up.) Lock down the barracks. We're cauterizing the site.

(In Logan's apartment, Alec is sitting on the floor, ankles tied and wrists tied behind his back. Logan is pointing the gun at him. He falters once, then raises the gun again. Then he passes out and drops the gun. Alec unties himself and points the gun at Logan.)

VOICE: Don't move. Put it on the floor.

(The woman who was at Logan's earlier is pointing her own gun at Alec. Alec slowly lays his gun on the floor. He smiles at the woman and quickly grabs her gun. He points it at her and chuckles.)

ALEC: Fine, have it your way. I was just gonna put him out of his misery. (Looks at the gun.) Nice piece.

(He leaves the room and the woman approaches Logan.)

(Max arrives at the top of a hill outside Manticore. As she watches, parts of the buildings explode into flame. She enters a building and runs down the hallways. People are inside, yelling and banging on the walls, as fire alarms sound. Max tries to open the doors, but they are locked. She breaks into a control room, types something on a computer, and flips a switch. The hall doors open. Soldiers of different ages spill into the hallway and run through smoke and flame.)

(In the main control room, a man is sitting at some monitors with Renfro behind him. We see Max on the monitor.)

MAN: We've got a security breach. Someone's unlocking the cell doors.

RENFRO: Well, override the system. Lock down those doors.

MAN: Can't. Control conduits must be burned out.

(The man's screen shows blips moving on a satellite picture of the grounds.)

MAN: They're in the yard, heading for the fence.

RENFRO: Well, stop them. No one gets past the perimeters. (To two men leaving the room) Bring me 452--alive.

(In the basement, Joshua is leading people out of their cells and down the hallway.)

JOSHUA: Move. Move. Go! Free! Free! Move!

(Alec reaches the top of the hill outside Manticore and sees it burning. Max hears two soldiers approaching and ducks out of the control room. Joshua climbs the hill, looks back, and then keeps running.)

(In her office, Renfro is putting things into her briefcase, including the disk she showed Max. A soldier enters.)

SOLDIER: Ma'am, we need to evacute.

RENFRO: Where's 452?

SOLDIER: Now, ma'am.

RENFRO: I'm not leaving without her.

(Max kicks the soldier unconscious and grabs Renfro by the neck.)

MAX: What a coincidence, 'cause I'm not leaving without you.

(They enter a lab with lots of vials and beakers on the shelves.)

MAX: Where's the antigen?

RENFRO: I don't know. We've got to get out of here now, 452.

(Max slams Renfro face-first against a wall.)

MAX: My name's Max! Now where is it?

RENFRO: Okay. Okay.

(Max lets Renfro walk. Renfro takes a vial off a shelf and Max grabs it. A soldier enters and shoots at Max.)

RENFRO: No!

(Renfro dives in front of Max and takes the bullet. Max shoves a table into the soldier's gut. The soldier realizes who he's shot and his eyes widen.)

MAX: I won't tell if you don't.

(The soldier runs away. Max kneels on the floor by Renfro, who is bleeding from a bullet wound in her side and gasping.)

MAX: This virus thing you put in me--how do I get rid of it?

RENFRO: You can't.

MAX: You just ate a bullet for me. Why?

RENFRO (touching Max's face): You...you are the one we've been looking for. Sandeman...

(Max remembers meeting Joshua)

JOSHUA (in flashback): Father...Sandman.

(End flashback)

RENFRO: Find...Sandeman.

(Renfro passes out and Max leaves.)

(Max runs up the hill. She stops for a moment to watch Manticore burn and smiles. Then she turns and keeps running.)

(In Logan's apartment, Logan is lying unconscious on the couch. The woman who was with him earlier gives him an injection while Max watches from a few yards away. Time passes and they both pace. Finally we see Logan awake and sitting up. The woman checks his eyes, then approaches Max at the window.)

WOMAN: He's going to be all right. Welcome back.

(She leaves and Logan puts on his glasses.)

LOGAN: You don't have to stand all the way over there. Come closer.

MAX: Better not risk it. We don't know how easy it is for me to reinfect you, and...that was the last of the antigen.

LOGAN: We're gonna find a way to beat this.

MAX: Yeah. But you should concentrate on getting better. (Pause.) I gotta go.

LOGAN: You know, things are different now. Back when you first got out, it was just the twelve of you. Now there's a lot more.

MAX: If they're smart, they'll lay low.

LOGAN: You don't want it getting around that you and yours are out in the world. People tend to get scared of things that are different. Keep your head down.

MAX: I always do.

(She leaves. Logan watches her go.)

(We see Max on top of the Space Needle as her voiceover starts.)

MAX: Funny how from up here, it looks like nothing's changed. Only everything's changed. Not just me and Logan...everything. The whole time I was at Manticore, all I wanted was my strange little life back. Never figured it could get any stranger.

(Now we see a street with the Space Needle in the distance. One of the people from Joshua's hallway glances around, covers his head with the hood of his jacket, and walks down the street. Max's voiceover continues.)

MAX: But I guess it's gonna. And I guess I'm just gonna have to deal with it.