(In their apartment, Original Cindy is washing a shirt in the sink. Max enters and sets down a cage with a live chicken in it.)

ORIGINAL CINDY: Hey, boo.

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

ORIGINAL CINDY: It’s aiight for a chicken. What you gonna do with it?

MAX: Eat it. (Looks in the fridge) Do we have any garlic? ’Cause Logan always uses garlic and it’s so good.

(She closes the fridge. Original Cindy stares at her, appalled.)

MAX: What?

ORIGINAL CINDY: You gonna kill it?

MAX: I’m not gonna wait around and let it die of old age.

ORIGINAL CINDY: But look at its little chicken face.

(They look closely at the chicken.)

MAX: Must be my feline DNA. ’Cause when I look at this little face...I see dinner.

(She chuckles as she opens the cage. Original Cindy watches her snap the chicken’s neck and shudders.)

ORIGINAL CINDY: Ugh.

(Later, Max is sitting at the table, eating chicken. Original Cindy is sitting on the couch, reading.)

MAX: Mmm. Are you sure you don’t want any? It’s really good.

ORIGINAL CINDY: Not hungry.

(The phone rings and Max answers.)

MAX: What’s up?

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

MAX: Sure thing. I’ll be right over. (Hangs up) Gotta blaze. Later.

(Max leaves. Original Cindy opens the pot, warily tears off a piece of chicken, and eats it.)

ORIGINAL CINDY: Mmm.

(At Logan’s apartment, he and Max are sitting in front of the computer.)

MAX: This about my stuff? You got a lead on one of the others?

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

(He opens the picture on his computer. Max gasps.)

MAX: It’s Ben.

LOGAN: One of the twelve that escaped with you?

MAX: I wanna see him.

LOGAN: I’ll set it up.

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

(While Logan makes a call, Max flashes back to Manticore. She remembers Ben entertaining her by making butterfly shadows on the wall.)

LOGAN (hanging up): They’re expecting you.

(A tear runs down her cheek as Max gets up to leave.)

LOGAN: Max...Someone or something out there is strong enough to overpower an X5. Be careful.

(In the lobby of the coroner’s office.)

MAX: I’m here to see Dr. Shankar.

RECEPTIONIST: Have a seat. She’ll be right with you.

(Max sits down to wait and flashes back to Manticore. In the flashback, several kids are gathered around Ben in the barracks.)

MAX: Tell us the story, Ben.

BEN: Only the best soldiers get to go to the Good Place. The ones who fail...you know what happens to them?

MAX: They disappear.

BEN: To the Bad Place, where they open you up and drink your blood until you’re almost dead. Then they leave you there for the Nomlies.

(Flashback of the children marching down a hall behind Lydecker. They pass a reinforced door with a small barred opening; the door has X-2/0045D engraved on it. Suddenly a face appears at the opening and the man it belongs to cackles. The children pull back against the wall in fear.)

LYDECKER: Get moving, soldiers. No one told you to stop.

(Back in the barracks)

BEN: They crawl up from the basement through special tunnels. And when you’re not looking...BAM! They break through the wall and drag you away.

ZACK: Well, what do the Nomlies do with you?

BEN: They keep you as prisoner of war and eat you up, little by little, forever.

(Back in the present day)

RECEPTIONIST: Miss? Miss? Dr. Shankar will see you now.

(In the morgue)

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

DR. SHANKAR: After I finish the autopsy, I’ll cremate the body and send him a report. As for my records...guess I must’ve misplaced them.

(They smile.)

DR. SHANKAR: Here’s what we know so far. The killer was incredibly strong—snapped the neck at the second vertebra with one hand. The victim’s face and arms were covered with cuts and abrasions that indicate he was moving fast through the brush. My guess is he was running for his life.

(Max flashes back to a man running through brush.)

DR. SHANKAR: The body was found displayed on a rock outcropping.

(Max remembers a bloody shirt.)

MAX: Displayed?

DR. SHANKAR: His left arm was twisted around behind his back, broken at the elbow. His shoulder was dislocated.

(Max remembers a twisted arm in the bloody shirt.)

DR. SHANKAR: No bruising, so it was done postmortem. His teeth—

MAX: —were pulled out.

DR. SHANKAR (surprised): Yes.

MAX: I heard somewhere they do that sometimes, to ensure the victim can’t be identified through dental records.

DR. SHANKAR: Usually they just smash them. This was done very precisely, surgically. Could be he kept them as some kind of souvenir.

MAX: Can I see him now?

DR. SHANKAR: Mm-hmm.

(Dr. Shankar goes to a drawer, pulls out a body, and lifts the sheet covering it. Max again remembers Ben making butterfly shadows on the wall. The man in the drawer does not look like Ben.)

DR. SHANKAR: Asian male, approximately twenty years of age. (Lifts the body’s head to point at the back of his neck) The tattoo’s still healing, so I’d say it was done within the last two weeks.

MAX: Doesn’t make any sense.

DR. SHANKAR: Yeah, never does. Still shocks me what people can do to each other.

MAX (looking at a red mark): What’s that on his neck?

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

RECEPTIONIST’S VOICE IN LOBBY: Stop!

LYDECKER’S VOICE IN LOBBY: Don’t trouble yourself. This is federal business.

(Two armed Manticore soldiers burst through the doors into the morgue. Lydecker enters and shows the doctor his badge.)

LYDECKER: Dr. Shankar?

DR. SHANKAR: Yes.

LYDECKER: We’re here to take possession of John Doe 20-514.

(Dr. Shankar turns to look at Max, but she has disappeared.)

DR. SHANKAR: Um...I’ll prepare him for transport.

LYDECKER: Oh, that’s all right. My men’ll take care of him. You can leave.

(As Lydecker looks at the body, we see Max hiding behind the drawer.)

(At the window in his apartment, Logan is talking to Max on his cell phone. Max is at a pay phone on the street somewhere.)

LOGAN: Did you get a chance to say goodbye?

MAX: Yeah, I did.

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

MAX: No, thanks. Something I gotta do. I’ll catch up with you later? (Hangs up)

(Max walks through the woods and finds the large, bloody rock where the body was found the previous day. With her enhanced vision, she notices something hanging from a tree. She walks over and picks it up; it’s a gold pendant with the Virgin Mary on it. Max flashes back to one night at Manticore. In the flashback, a boy named Jack is seizing in bed and some other kids are standing at his bedside, watching.)

MAX: What do we do?

ZACK: If they see him like this, you know what’ll happen.

BEN: They’ll give him to the Nomlies.

(They hear a noise and dive into bed, pretending to be asleep. A janitor enters the room, pushing a mop and bucket. He sees Jack seizing, approaches him, and presses something into his hand. Jack’s seizure stops, and he looks at the object. It is a card with a picture of the Virgin Mary on it.)

JANITOR: Pray to her. She’ll watch over you.

(The janitor leaves and the kids again gather around Jack’s bed.)

BEN: What’d he give you?

JACK: You can see her heart.

ZACK: She’s beautiful.

MAX: The blue lady—who is she?

BEN: She’s watching over us.

(Back in the present day)

MAX: Ben, what are you doing?

(In an abandoned building, a man we assume to be Ben is standing in front of a mirror. He is shirtless and we see the barcode on his neck. Shortly afterward, wearing a turtleneck jacket, he opens a reinforced door to talk to a man waiting in a small room.)

BEN: It’s time.

(He holds up a gold pendant.)

BEN: Put this on.

(The man is running through the forest in the dark, armed with a crossbow. Ben is chasing him. The man hides in a stream, then emerges, listening. He hears Ben step on a twig nearby and shoots. Ben grabs the arrow just as it is about to hit him. The man listens some more, dropping the crossbow and pulling out a knife. Suddenly Ben comes up behind him and snaps his neck.)

(In Logan’s apartment the next day, Logan is sitting in front of the computer and Max is standing behind him.)

MAX: Another body?

LOGAN: Found about ten miles southeast of the first. Same MO. Dr. Shankar managed to sneak me some morgue shots before Lydecker caught wind and took the body. (Brings up a picture on his computer) Same barcode...identical to Ben’s. You sure that was him in the morgue yesterday?

(Max remembers running through the woods with Ben and Zack.)

LOGAN: Max?

MAX: I don’t know.

LOGAN: You don’t know?

MAX: I’m not sure.

(She goes to the window and looks out. Logan follows her partway.)

LOGAN: He’s the closest thing you have to a brother, and you’re not sure?

MAX: That’s what I said.

LOGAN: Well, they can’t both be Ben.

(Max remembers a man sliding down a slope in the woods and running.)

LOGAN: Max?

MAX: Neither of them is.

(Max remembers Ben halting the kids in the woods and pointing the way.)

MAX: Ben killed those men, all right?

LOGAN: What?

MAX (hardening): You heard me. He killed them.

LOGAN: How do you know?

(Max remembers the bloody shirt, and then remembers climbing over debris in the woods.)

MAX: I just do.

LOGAN: And what the hell is that supposed to mean?

MAX (walking toward the door): Stay out of it.

LOGAN: Stay out of it? There’s an X5 out there killing people?

(Max keeps walking.)

LOGAN: And Seattle isn’t his first stop.

(Max stops and looks at him.)

LOGAN: I had Beverly reach out to MEs in other cities. Two murders in Chicago fit the profile. Four in Miami, three in New York. In each case Lydecker swooped in and shut down the investigation. For some reason, he’s protecting the killer...and apparently, so are you.

MAX: I’m not protecting anybody.

LOGAN: Then why did you lie to me?

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

LOGAN: I’d want him stopped.

MAX: I’m on it, Logan.

LOGAN: Let me help.

MAX: I don’t want your help.

LOGAN: Why not? What’s going on? What are you not telling me?

MAX: Back off and let me handle this.

(She leaves and he stares after her.)

(Outside a Catholic church, some guys are playing basketball. Max passes a sign outside that says:

OUR LADY OF THE SACRED HEART CHURCH
SUNDAY MASS 8:00 AM 9:00 AM 11:00 AM
WEEKDAYS 7:00 PM
REV. W.F. DESTRY
EVENING SERVICES 8 PM

Max enters the church and looks around. It is mostly empty and she walks up the aisle. Off to one side she sees a statue of the Virgin Mary. She approaches the statue, whose heart is visible, and flashes back to Manticore. In the flashback, Max is in bed and Ben is shaking her awake.)

BEN (whispering): Max, wake up. We’re going.

MAX: Where?

BEN: To the High Place.

(The kids climb out a window and up a drainpipe to the roof. On the roof, they stand around a vent on which the card rests. Next to the card is a napkin holding several bloody teeth.)

BEN: They make her stronger...so she can fight the Nomlies.

(Back in the present day, Max looks at the statue. Among the items left at the statue’s feet—a rosary, a candle—is a folded napkin with a few spots of blood. Max slowly opens the napkin, finds bloody teeth inside, and gasps. She sits down in a pew and remains there throughout the night.)

(The next day, as she is still sitting there, a man wearing a coat and scarf sits down next to her.)

MAN: I haven’t seen you around here before.

MAX: You sniff out honeys in church?

(The man smiles and removes his scarf, revealing a clerical collar.)

MAN: Father Destry.

MAX: Oh.

DESTRY: I noticed you’ve been sitting here a long time. Since yesterday, if I’m not mistaken.

MAX: Is there some kind of time limit?

DESTRY: Not at all. Our doors are always open. Look, I don’t mean to intrude, but when people who don’t come to church suddenly show up, it’s usually ’cause they’re carrying around something they need help with.

MAX: I’m okay.

DESTRY: If you say so.

(He put his scarf back on.)

MAX: Do you think there are some things that are...unforgivable?

DESTRY: God’s forgiveness has no limits.

MAX: That’s big of Him.

DESTRY: He forgives things that you or I may not be able to forgive—in others, and in ourselves. See that confessional? (He points and Max looks) It’s not easy walking in there...but you feel a whole lot better walking out.

MAX: Thanks anyway.

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

(He gets up and walks away. As Max watches him go, she notices Ben walking up the aisle.. He approaches the statue of the Virgin Mary and stands looking at it. Max approaches him from behind, and he turns around.)

MAX: Ben.

BEN: Max.

MAX: Ben, why are you doing this?

(He steps closer to her and looks at her intensely.)

BEN: You know why.

(After standing there a minute longer, he runs. Max gives chase. He runs out a door and slams it shut behind him. Max tries to open the door, but it sticks. It opens after a couple of shoves. She runs outside and looks around, but Ben is gone.)

(Bling enters Logan’s apartment with some groceries and sees Logan sitting at the desk, looking worried.)

BLING: Still haven’t heard from her, huh?

LOGAN: She didn’t go home last night. She didn’t show up for work this morning.

BLING: She can take care of herself.

LOGAN: Not when it comes to her family.

(Bling walks away. Logan hesitates a minute, then dials the phone.)

LOGAN: Sebastian, it’s Logan. I need to get in touch with someone...thought you might be able to help track him down. Name’s Lydecker.

(At the church, Father Destry is in the confessional. He slides open the partition window and crosses himself.)

DESTRY: In the name of the Father, and the Son, and the Holy Spirit. Amen.

(We see Ben on the other side.)

DESTRY: And how long has it been since your last confession?

BEN: I’ve never been to confession.

DESTRY: You’re not a Catholic, then?

BEN: No. But I do have faith in the Lady.

DESTRY: Our Blessed Lady.

BEN: Yes.

DESTRY: Well, why don’t you tell me your sins, then?

BEN: I’ve killed.

DESTRY: Go on.

BEN: I’ve taken human life. What more is there to say?

DESTRY: Murder is a grave sin, yes. But killing in self-defense, or to prevent an injustice, like when a policeman or soldier—

BEN: I’m a soldier.

DESTRY: I see.

BEN: Killing is what I was trained to do.

DESTRY: You’re troubled by it. That’s why you’re here now.

BEN: Sometimes I feel the Lady’s given up on me.

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

BEN: I try.

DESTRY: We have to put our lives in her hands.

BEN: Is your life in her hands?

DESTRY: She’s always at my side.

BEN: She protects you?

DESTRY: She’s always there to help me.

BEN: Then you’ve got nothing to be afraid of.

(He punches his hand through the grating in the window and grabs Father Destry by the throat.)

(In the abandoned building, Father Destry is lying on a couch, and Ben is standing a few feet away, near a wall with guns hanging on it.)

BEN: Don’t worry, Father. I’ll do everything I can to help you be ready. Your strength is your faith—your belief in the Lady. Tell me you don’t believe in her, and I’ll set you free. I’m not a liar.

(Father Destry shakes his head.)

BEN: I didn’t think so. Well, if anyone’s worthy of her, it’s you.

(Ben takes a handgun off the wall.)

DESTRY: I won’t fight you.

BEN: If you don’t stop me when the time comes, then I’ll just keep killing. Removes the clip from the gun) I’m guessing you’ve never handled a gun before.

(He tosses Father Destry first the gun, then the clip.)

BEN: Go ahead, slide the clip in. (He does) Good.

(Suddenly Father Destry stands up, cocks the gun, and points it at Ben.)

DESTRY: On the floor! Now!

BEN: Give me the gun.

DESTRY: Stay back! Don’t think I won’t do it!

(Ben slowly approaches, his eyes never leaving Father Destry.)

DESTRY: I am not going to let you keep killing. Stay back!

(Ben keeps approaching.)

DESTRY: God forgive me.

(He fires the gun. Before the bullet hits him, Ben quickly knocks the gun out of his hand and punches him to the ground.)

(Later, Father Destry is sitting in a chair, wrists tied to the armrests, while Ben tattoos a barcode on his neck.)

BEN: Sit still. This has to be perfect.

(Max enters the church. A bunch of people are standing around the confessional, looking upset. The confessional door is off the hinges and lying on the ground.)

MAX: Excuse me. I’m looking for Father Destry.

WOMAN: He’s been kidnapped. Right out of the confessional! I don’t know what’s happening in this world!

(Max looks at the confessional and the door, turns, and leaves.)

(After dark, while walking down the street, Max flashes back to Manticore. In the flashback, Jack falls out of line and seizes on the floor. Guards drag him away. Later, Max talks to Ben and Zack.)

MAX: What’ll happen to him?

BEN: They’ll take him to the Bad Place and drink his blood. Then the Nomlies’ll take him away.

MAX: The Blue Lady, why doesn’t she protect him?

BEN: I’m going to the High Place. I’ll ask her.

(Ben climbs to the roof alone and screams tearfully at the sky.)

BEN: Why?! What did we do wrong?! We believe in you!

(Back in the present day, Max looks up and sees the Space Needle in the distance.)

MAX: The High Place.

(We see Ben standing on top of the Space Needle, under a full moon.)

(In Lydecker’s office, Lydecker and Sandoval are talking.)

SANDOVAL: Did the message say what Eyes Only wants to talk to you about?

LYDECKER: No.

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

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

(The office doors slide open and a woman, listed in the credits as Madame X, enters.)

MADAME X: Hello, Deck.

(Sandoval gives Lydecker a look and leaves the office. Madame X sits at Lydecker’s desk. Lydecker sits in a chair across from her.)

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

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

LYDECKER: I’m on it.

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

LYDECKER: ...is an anomaly.

MADAME X: Is he?

LYDECKER: The other X5s...they never showed any signs of this type of pathology.

MADAME X: So far. Did X5-493—(smiles)—or, um...would you prefer to call him the name the others gave him? “Ben,” is it?

LYDECKER: “X5-493” is fine.

MADAME X: Did he ever show any signs of psychosis before the ’09 escape?

LYDECKER: No.

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

LYDECKER: The X2s were...an anomaly.

MADAME X: Another anomaly! Now, they’re starting to add up, aren’t they? We executed 26 potential soldiers. The four we held onto for observation will spend the rest of their miserable lives muzzled and restrained. That is not an anomaly, Deck. That’s a disaster.

(She stands up and leans over him.)

MADAME X: Find him. Bring him back to Manticore. And figure out what the hell went wrong with him.

(She leaves. Sandoval re-enters.)

LYDECKER: Set up the meeting.

(Ben walks through the empty, debris-strewn Space Needle. Suddenly Max tackles him and handcuffs him to a pipe.)

MAX: The priest—where is he? Tell me! It’s over!

BEN: Is it? What, are you gonna call the police now? (She doesn’t answer) I didn’t think so. Exposure for all of us.

MAX: I could turn you over to Lydecker.

BEN: You wouldn’t do that, would you? Your own brother?

MAX: Bet he’d love to figure out what the hell went wrong with you.

BEN: Nothing went wrong with me! I’m doing what I was made to do, what we were taught to do!

MAX: Hunt people down to perform amateur dental surgery? I must’ve missed that class.

BEN: You seem to know quite a lot about what I’ve been up to.

MAX: Where’s Destry?

BEN: Not that I mind. You’re one of the few people who could possibly understand.

MAX: See, that’s where you’re wrong. I don’t understand.

BEN: Come on, Maxie! Don’t tell me you’ve forgotten that day.

(Flashback to the kids running through the woods.)

MAX: Believe me, I’ve tried.

BEN: But you can’t, can you? And you wanna know why? Because it was the most exhilarating day of your life.

(Flashback to Max climbing over debris.)

BEN: For one brief moment, you were what you were meant to be—a predator.

(Flashback to a man running through the woods, looking over his shoulder, and Max chasing him.)

BEN: What’s the matter, Maxie? You afraid to remember?

MAX: I don’t want to remember.

BEN: Because it scares you? (Smiles) I think we even scared Lydecker that day.

(Flashback to the woods. Lydecker is talking to the man while the kids look on.)

LYDECKER: You know what the rules are, don’t you?

MAN: I gotta get to the perimeter fence.

LYDECKER: If you succeed, you’re a free man. If you fail, then it’s back to Death Row. (Hands him a large knife and a gun) Don’t underestimate them.

(The man tucks the knife into the back of his pants and starts running.)

BEN (in present day): I remember watching him run off into the woods...how long it seemed for Lydecker to count down the seconds.

(Flashback to the kids getting ready to run.)

LYDECKER: Four...three...two...one...go.

(The kids start running.)

BEN (in present day, smiling): He never had a chance.

(Flashback to the man running through the woods and the kids chasing him. He fires at them; they duck briefly and then resume running. The man climbs up a slope. Zack kicks the gun out of his hand. The man draws his knife. Ben kicks the man; the knife flies out of his hand and he falls to the ground. As the other kids gather around, Ben grabs the man’s shirt and opens it, revealing a tattoo on his chest. The tattoo is of a heart being pierced by a knife and bleeding. The kids back away slightly, stunned.)

BEN: He’s a Nomlie.

(The kids yell and start attacking him. Their yells and his screams ring through the forest as we return to the present day.)

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

MAX: Shut up.

BEN: Or the taste of blood in your mouth.

MAX: Shut up!

BEN: You’re like a wolf in sheep’s clothing, Max! You’re hiding your instincts, every minute of every day, so that no one will know what you really are. A soldier...a hunter...a killer.

MAX: Shut up!

(She punches him in the mouth. He runs a finger over his bloody lip and smiles.)

BEN: See? What’d I tell you?

(Lydecker arrives at an empty building in a Humvee. Standing in the doorway, he sees a desk, on which are a video camera and a computer monitor showing static.)

LYDECKER: I’m here.

(Eyes Only appears on the monitor.)

EYES ONLY: You’re alone?

LYDECKER (entering the room): As requested. Can we get to the point? I am a busy man.

(We see Logan in his apartment, wearing his earpiece and watching Lydecker on his own computer monitor.)

EYES ONLY: Busy trying to stop a killer.

LYDECKER: That’s right.

EYES ONLY: If stopping him is your goal.

LYDECKER (checking under the desk): Of course it is.

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

LYDECKER: I can’t risk the exposure. Surely a man like you can understand that.

EYES ONLY: Innocent people are dying. I don’t know what your agenda is, but if you don’t stop this guy, I’m gonna go public with this. Then you’ll know what exposure is.

(Lydecker sits down at the desk and looks straight into the camera.)

LYDECKER: You’re bluffing.

EYES ONLY: You think so?

LYDECKER: You wouldn’t do anything...if it put Max at risk.

(Logan swallows.)

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

EYES ONLY: She’s not the one I’m worried about. Ben is. And if you don’t do something about him, then I will.

(Logan hits the remote button to end the transmission.)

(In the Space Needle)

MAX: The barcodes. Why the barcodes?

BEN: They’re soldiers. Worthy opponents.

MAX: But you’re not giving them just any barcode. You’re giving them yours.

BEN: War is art, remember? So what if I sign my work?

MAX: No. It’s more than that. You give them your barcode, then you hunt them down and kill them. Don’t you get it? You’re killing yourself over and over again.

(Ben laughs.)

MAX: Do you hate yourself that much? Hate what you’re doing that much?

BEN: I do it for her.

MAX: The Blue Lady?! Come on, Ben. We made her up.

BEN: Don’t say that, Max. Don’t ever say that.

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

BEN: She’s real.

MAX: Then why didn’t she protect us? Why didn’t she protect Jack?

BEN: Because we failed her.

MAX: Or Eva?

BEN: Because we weren’t strong enough.

MAX: Like hell we weren’t. We got out, didn’t we?

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

MAX: Is that why you give her your victims’ teeth? To make her heart stronger to fight the Nomlies?

BEN: Shut up.

MAX: You’re the Nomlie.

BEN: No.

MAX: The genetic mistake.

BEN: No.

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

BEN: We never should’ve left. Everything made sense there.

MAX: No. Nothing made sense there.

(Ben begins crying.)

BEN: I’m a good soldier. I try so hard.

MAX: Tell me where he is.

(Max and Ben walk through the abandoned building. Max is shoving Ben along; his hands are cuffed behind his back.)

MAX: Where is he?

(He nods toward a reinforced door. Max shoves Ben to the ground and opens the door. Ben looks at the walls, where the words “mission,” “duty,” and “discipline” are spray-painted. Behind the door, Max sees Father Destry lying on the floor. She goes in to help him up.)

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

(Ben stands up and kicks her from behind into the room. He jumps through his arms so that his hands are now cuffed in front, pulls Father Destry out of the room, and drops him to the floor.)

MAX: Run, Father!

(Ben slams the door on her. As he locks it, she bangs on the door and continues to yell.)

MAX: Father, run! Run, Father!

(Ben turns and looks at Father Destry, who is still lying on the ground.)

BEN: Yes, Father. By all means...run.

(Logan answers his ringing phone.)

LOGAN: Hello?

DR. SHANKAR: Logan, it’s Beverly. The fingernail scrapings I took came back from the lab. They found traces of magnesium nitrate.

LOGAN (taking notes): What’s that?

DR. SHANKAR: It’s a chemical used in fertilizer. Used to be an old factory south of town that manufactured it.

LOGAN: Maybe that’s where our killer kept his victim.

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

(Max uses a piece of metal to jimmy the door open. She looks around, sees the building is empty, and runs out.)

(Ben chases Father Destry through the woods.)

(Lydecker and his men search the building, but find no one.)

LYDECKER: Search the forest. Every direction. Find him.

(Max walks through the forest, searching, as we see Manticore humvees approaching on the nearby roads. She hears a grunt and follows it. She sees Father Destry, lying on the ground. Ben is standing over him, with his foot resting on Father Destry’s chest.)

BEN: You’re just in time. It seems his faith wasn’t strong enough.

MAX: We could let him go...find someone better.

BEN: No. This is for you, Maxie. So you finally understand what it is I’m doing.

MAX (to Father Destry): Run!

(Max kicks Ben to the ground. Father Destry takes off as Ben leaps to his feet. He and Max circle each other, glaring, and begin to fight. Each lands several kicks and punches on the other.)

(Manticore snipers walk through the woods.)

(Ben and Max keep fighting. He kicks her against a tree. He goes to kick her again and she breaks his leg. Ben falls to the ground, gasping, and tries unsuccessfully to sit up. Max kneels and starts to help him up, but they both hear Manticore helicopters approaching.)

BEN (gasping): Don’t leave me here. Don’t let them take me.

MAX: Ben, I can’t carry you. We’ll both get caught.

BEN: I know.

(He looks at her pointedly. Her face falls.)

MAX: Ben, I can’t.

BEN: Please. You know what they’ll do to me. They’ll put me down there with them...the Nomlies. Please.

(Max looks at him tearily while he silently begs her.)

MAX: Tell me about the Good Place.

BEN (smiling): Where no one ever gets punished.

MAX: And no one gets yelled at.

BEN: And nobody disappears. And when you wake up in the morning, you can stay in bed as long as y—

(Max snaps his neck. She softly drops his head to the ground. As the helicopters get nearer, she begins to sob.)

(Later, Lydecker and his men are gathered around Ben’s body. Lydecker kneels and feels for a pulse. When there is none, he looks into the distance for a moment, and then slowly walks away.)

(At Logan’s apartment that night, Max is staring out the window during a thunderstorm. Her hair is wet and pulled back, and she is wearing a red bathrobe. Logan is sitting across the room, alternately flipping through a book and glancing at her. Bling enters and touches Logan on the arm.)

BLING: Talk to you for a sec?

(Logan puts the book down. He and Bling turn and move a few feet away to talk privately. Bling hands him a large envelope.)

BLING: Just came for you. It was left in the contact room.

(He leaves and Logan opens the envelope. In it are some glossy photos of the day the X5s killed the man at Manticore. Several are shots of the man’s bloody, mangled body. One photo is of the X5s afterward, many splattered with blood. The last photo is a closeup of young Max with blood on her face. As he looks through the photos, Logan remembers the words Lydecker spoke during the meeting with Eyes Only.)

LYDECKER’S VOICE: They were designed to kill. Coldly...efficiently...and happily. All they need is a trigger.

(Max turns from the window and approaches Logan, who puts the pictures back in the envelope before she sees them.)

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

LOGAN: No problem.

(Max goes to the couch and sits down, facing the window. Logan turns around and stares at her. She turns her head to look at him, and his expression changes slightly.)

(In the church the next day, Max enters the confessional. Father Destry slides open the partition window.)

MAX: It’s me.

DESTRY (smiling): You’re not supposed to tell me that.

MAX: Oh. So how does this bitch work?