(An electronics store is closing for the night. A customer leaves, escorted by a man who is presumably the store owner.)

STORE OWNER: Good night. Thank you for your kind patronage of Shashi's Electronics Emporium. (In a low voice, after the customer leaves) Cheap bastard.

(He closes and locks the gate in front of the door. Eddie approaches, accompanied by the same two Steelheads as before, as well as a fourth man whose face we don't see.)

EDDIE: Hate to trouble you when I see you're about to close, mate, but I need a couple of D batteries.

STORE OWNER: Fresh out. Sorry.

EDDIE: Really? No D batteries in the whole bloomin' store, eh?

STORE OWNER: We're closed. Go away.

EDDIE: Well, if you're gonna be rude about it, I just might take me patronage elsewhere.

STORE OWNER: Good. Go. Take it away.

(The store owner goes back inside the store. Eddie smiles, turns to the fourth man, and nods at the gate. The fourth man pulls the gate open with his right hand. His forearm and hand are covered by a metal exoskeleton. The four men enter the store and the Steelhead with the blue hair, who now has his Japanese-made cyber-arm attached, addresses the store owner.)

FIRST STEELHEAD: Guess what? You're having an after-hours sale.

(The Steelheads begin trashing the place. The store owner runs away. The first Steelhead smashes open a case full of batteries.)

FIRST STEELHEAD: Hey, Eddie--D batteries. (Eddie gives him a withering look.) What? I thought you needed some.

(The other Steelhead picks up a barking robotic toy dog and grins.)

SECOND STEELHEAD: Hey, check this out. (Chuckling.) Hey, I heard of these things. Supposed to, uh, bark and walk and act just like a real dog.

FIRST STEELHEAD: It's annoying.

SECOND STEELHEAD: I don't think he likes you.

FIRST STEELHEAD (addressing the robot dog): Shut up. I'm--I'm warning you!

(The dog keeps barking and he rips its head off, plucking a small part out from the exposed circuitry.)

FIRST STEELHEAD: C-437! Been lookin' for one of these.

(He uses the dog to smash a glass case and chuckles gleefully.)

EDDIE: Boys! I think we got a little problem.

(Eddie points to a security camera. They make faces at it. Our view of them changes so that we are now seeing them on a screen. Logan and Max are watching the tape from the security camera on his computer. Max is sitting in Logan's desk chair at the computer, and Logan is standing behind her.)

MAX: Yeah, so? Some Steelheads robbing an electronics store. Why'd you want me to see it?

LOGAN: Hang on.

(He reaches next to her briefly to click the mouse. On the tape, the fourth man stands in front of the camera. His back is to it and he is facing the Steelheads. Max recognizes him.)

MAX: Zack.

LOGAN: Your brother's alive, Max. You might want to brace yourself for what comes next.

(Zack slowly turns to face the camera. The upper left side of his face consists of a metal plate. A blinking red light is where his left eye should be. Max gasps. Zack looks into the camera for a moment, then knocks it out.)

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.

MAX: I can't believe it. He's alive.

LOGAN: You told me you saw him when you were back at Manticore.

MAX: They'd been harvesting his organs.

(Max remembers standing with Renfro, looking at Zack through a window.)

RENFRO (in flashback): His liver and kidneys went to an X5 wounded on a mission; his heart--of course, as you know--went to you...

(Back in the present day)

MAX: I wouldn't be alive if it wasn't for him.

LOGAN (softly): Hey.

MAX: Renfro said something about moving him to another facility...that they had plans for him.

LOGAN: Looks like they were experimenting with cybernetic implants. Probably replaced his missing organs with artificial ones.

MAX: How'd he end up with a bunch of Steelheads?

LOGAN: Could be when Manticore shut down, an enterprising lab tech unloaded him on the black market. A genetically-engineered soldier with cutting-edge cybernetics...Steelheads would be all over it.

MAX: All I know is I've gotta find him. Do you have any idea where they hang?

LOGAN (handing her a file): Wish I did. Been looking to take them down for months. British Eddy and his crew are running a body-parts ring. Paying off hospitals, getting their hands on organs meant for transplant candidates, shipping them overseas for a profit.

MAX: Any leads?

LOGAN: Nothing solid. But I put word out on the Informant Net. I'll let you know as soon as anything turns up.

MAX: Thanks.

(At Jam Pony)

ORIGINAL CINDY: I'm telling you, she's gonna be here in fifteen.

NORMAL: Well, let's see. Fifteen minutes from now, which is thirty-three minutes from when she should've been here, brings us to a grand total of forty-eight minutes late. Okay. (Handing a package to an employee) Thirteenth and Kendrick. Hot run.

ORIGINAL CINDY: Fact is, she had a doctor's appointment this morning.

NORMAL: Yeah, I don't pay you people enough to see a doctor. (Handing another package to another employee.) 2348 Euclid. Bip bip bip.

ORIGINAL CINDY: Look, she made me promise to keep it on the low-low, but, um...this doctor that she's been seeing is a shrink.

NORMAL: I see. Has the stress from her eleven-to-four job finally become too much for her?

ORIGINAL CINDY: As a matter of fact, yeah. She's been acting strange at home lately. She keeps going on about these violent work-related fantasies that she's been having. Hate to think what's gonna happen if she finds out that she's been fired.

NORMAL: Did you say "violent?"

ORIGINAL CINDY: Gave me nightmares.

(Max enters. Normal gestures at a package.)

MAX: What?

NORMAL (meekly): I got a package for you here whenever you're ready for it.

MAX: Give me five minutes.

NORMAL: Yeah, take ten, or whatever you feel is appropriate. I'm flexible. (She walks away.) Very flexible.

(At their lockers)

ORIGINAL CINDY: You know you're my girl and all, but you have got to try a little bit harder to get here on time. Normal was lookin' to fire you again. Luckily, I did you a favor and talked him out of it.

MAX: Thanks.

ORIGINAL CINDY: So you gonna tell me what's on your mind, or am I gonna have to smack it out of you?

MAX (somberly): It's Zack. He's alive.

ORIGINAL CINDY: Whoa. Okay, one might think that you'd be happy to know that your boy is all right.

MAX: That's the thing. I don't know if he is. For some reason, he's running with a bunch of Steelheads, and I've got no clue how to reach him.

ORIGINAL CINDY: Steelheads. (Max nods and Original Cindy yells.) Sketchy!

(Sketchy appears.)

SKETCHY: You bellowed, Your Originalness?

ORIGINAL CINDY: Tell Max what you told me about those guys that kicked your butt.

SKETCHY: It's been a pretty violent month for the Sketchmeister. Could you be a tad more specific?

ORIGINAL CINDY: The guys with the shiny spikes coming out of their appendages.

SKETCHY: Ohhh, those guys. Um...Look, I'm afraid the specifics of that particular butt-kicking are a little hazy.

MAX: Then un-haze. Fast.

SKETCHY: See, the thing is, I can't.

MAX: Why not?

SKETCHY: I sort of promised someone I wouldn't talk about my run-in with those guys, especially to you.

(Max shoves him against a wall.)

MAX: Who, Sketch?

SKETCHY: Have you been lifting weights, Max?

MAX: Who?

SKETCHY: I made a promise.

MAX: I promise you if you don't tell me in five seconds, I'm gonna introduce your face to your colon.

(A few minutes later, Max slams Alec's hand in his locker.)

ALEC: Ahhh!

MAX: We need to talk.

(Alec and Max ride their bikes into the market-like area where Alec beat up the Steelheads.)

ALEC: All right, whoa, whoa, whoa. This is the place.

(They stop.)

MAX: You're sure?

ALEC: Yeah. Yeah, in fact, I specifically remember slamming one of their heads against this post right here. (They park their bikes against the post.) All right, can I go now?

MAX: Nope. This is your penance for scamming Sketchy into selling steroids. You're lucky I don't turn you in to the cops.

(They walk around, looking for the Steelheads.)

ALEC: You know, I got out of the whole andy business once I heard it could make your heart explode. I mean, once your clientele starts dying off, who the hell are you gonna sell it to? Just didn't make any business sense--you know, long-term.

MAX: Now, if this is the Steelheads' turf, where are they?

ALEC: How should I know? They're probably holed up somewhere, tweaking each others' circuits.

MAX: Guess we're just gonna have to get their attention, then.

ALEC: Please tell me you're gonna get naked.

MAX: Nope. You're going back into the steroid biz.

ALEC: Yeah, they made it pretty clear that they didn't want me around here, so--

MAX: Exactly. Now imagine how ticked off they're gonna be when they find out you didn't listen.

ALEC: Yeah, they're gonna come packing this time. No. No, I--I have zero interest in tangling with these psychos again. You're on your own. (Starts to walk away.)

MAX (grabbing his arm): I'm gonna find my brother and you're gonna help me.

ALEC: Your brother. That's cute, Max.

MAX: He's the closest thing to family I have. I don't expect you to understand that. What I do expect is your cooperation, or else.

ALEC: Or else what?

MAX: Or else I tell Normal how you used Jam Pony to peddle steroids, and he'll can your ass. No more job means no more sector pass.

ALEC: How am I supposed to get around?

MAX: I don't know, but it's gonna make it pretty difficult for you to be a cat burglar.

(Alec looks at her for a second, then sighs and starts talking to people in the area.)

ALEC: Andy, anyone? Anyone want some andy? You lookin' for some andy, pal? You could beef up a little bit, huh? No? All right. Andy, anybody?

(In a house nearby, a TV is playing cartoons. Lux walks by, carrying a whip. Zack and the first Steelhead are sitting on opposite sides of a table. The Steelhead uses a screwdriver to tweak his cyber-arm.)

FIRST STEELHEAD (to Zack): All right. One more time.

(Zack turns to him unemotionally and they start arm-wrestling. The Steelhead grunts and strains. Zack holds steady and doesn't even break a sweat. British Eddy walks into the room.)

BRITISH EDDY: Oh, God, not this again. Hey, you've had that arm less than a week. You keep it up, you're gonna break the sodding thing.

FIRST STEELHEAD: No. I can beat him, Eddy, I know it.

(Zack slams his arm down. The Steelhead grunts in frustration. British Eddy smiles and pushes a button on a nearby machine.)

FIRST STEELHEAD: Went and chopped my stupid arm off, and all I needed was an exo-harness like G.I. Jerk here's got.

LUX: Cheer up, Birdy. Maybe Santa'll bring you one for Christmas.

(British Eddy removes a needle from Zack's other arm. The needle is attached to the machine.)

BRITISH EDDY: There. Oughta do you for the day, mate. Blood's nice and clean. Yeah, keepin' good care of him, aren't we, Bird? Makin' sure he don't get all rusty inside.

(Zack picks up a gun and walks across the room. Eddy sits down next to Lux in front of the TV. Zack begins cleaning the gun. Bird speaks in a low voice to British Eddy.)

BIRD: Our boy sure is a weird one. Quiet. Too quiet.

BRITISH EDDY: He knows when to shut his gob, that's all. (Kicks Bird away.)

LUX: I think he's kinda cute.

BRITISH EDDY: Hey! Can't you see I'm trying to watch me cartoons?

(The other Steelhead walks in the door.)

SECOND STEELHEAD: Hey, guess who's pushing andy again? That frail that, uh, mangled us a couple weeks ago in the marketplace.

BRITISH EDDY: Soldier! (Zack stands up.) You're moving out.

(Outside)

MAN: What you mean, you don't have it on you?

ALEC: Well, like I said, sir, if you just wanna give me your name and address, I promise I'll pop it in the mail tomorrow.

MAN: You wack punk!

(The man walks away. Alec nods in frustration, and he and Max keep walking.)

ALEC: This is ridiculous.

(Bird steps into view a short distance away.)

BIRD: Hey, you.

ALEC: Finally! You realize how long I've been waitin' for you?

BIRD (smiling): Not nearly as long as I've been waitin' for you.

(Bird raises his gun. Max and Alec quickly get out of the way. Alec zigzags up to Bird and flips behind him. The second Steelhead approaches with gun raised and Max kicks him down. Alec wrenches the gun out of Bird's hand and flips Bird into some crates. The second Steelhead attempts to get Max with the spikes coming out of his forearm; she blocks him and kicks him in the back. Alec cracks his knuckles, looking satisfied with himself. Zack takes him by surprise and grabs him by the throat. Max shoves the second Steelhead out of the way.)

MAX: Zack!

(Holding Alec in midair by the throat with one hand, Zack pulls a gun on Max with the other.)

MAX: Zack. It's me. It's Max.

ZACK: Who are you?

MAX: Zack, it's me. Zack? It's Max.

(Zack has flashbacks to their early years at Manticore, a few of the times they'd had contact since, and the DNA lab during their raid on Manticore.)

ZACK (pointing to a barcoded vial, in flashback): Max, it's you.

ZACK (in present day): You're an X5. Show me your barcode.

ALEC (choking): Max, show it to him already.

(Max turns around, pulls her hair aside, and shows him her barcode. Zack has two brief flashbacks--one of Max's barcode on the wall of vials, and one of her face when she was young--and drops Alec.)

ZACK: You're 452. I know you. You're in my unit.

MAX: That's right. I'm Max.

ZACK: Max.

MAX: Come on. Let's get you out of here.

ZACK (glancing at the people lying on the ground): What about them?

MAX: They're not in our unit.

(They walk away. Alec stands up, trying to catch his breath.)

ALEC: I'm fine.

(In his apartment, Logan talking to Dr. Carr on his cell phone while putting on his jacket and stepping into the elevator.)

LOGAN: Appreciate you doing this, Sam.

DR. CARR: No problem, Logan. Tell Eyes Only I'm glad to help.

LOGAN: Listen, I should warn you--he's undergone some pretty radical medical procedures.

DR. CARR: Believe me, I've seen it all.

LOGAN: Well, you might want to meet them downstairs just the same. I don't think either of us want anyone at the hospital asking questions.

DR. CARR: Whatever you say.

(In a hospital lab room, Zack sits on an exam table while Max stands nearby. Dr. Carr is standing in front of Zack, looking surprised.)

DR. CARR: Well...um...why don't we get started? Any allergies I should know about?

(No response from Zack.)

DR. CARR: Guess not. Moving right along--are you currently taking any prescription medication? Any vitamin supplements? Something for your skin?

(Logan knocks on the window and Max steps outside to join him in the waiting room. They both watch the exam through the window.)

MAX: He didn't even recognize me at first. It was like he'd never seen me before.

LOGAN: Took a bullet point-blank to the head. Stands to reason there'd be some cognitive damage.

MAX: Zack was the leader. Any situation, he knew what to do. Now look at him. He's so lost.

(Zack sits down in a wheelchair and a nurse pushes him out of the exam room. Dr. Carr waves Logan and Max inside. They stand in front of a large display screen, which is currently showing an X-ray of Zack's chest.)

DR. CARR: I'm running some additional scans on him now, but I wanted to show you these. Most of his major organs are biosynthetic, and from what I can tell, they're actually more efficient and more durable than the ones they replaced.

LOGAN: What about his arm?

(Dr. Carr hits a key on a keyboard and the display changes to X-rays of Zack's right hand and exoskeleton.)

DR. CARR: Looks like there was some nerve damage, so they grafted on an exoskeleton to enhance motor function. This thing is way more advanced than the one you got a hold of. This place Manticore was doing some cutting-edge stuff.

MAX: If they're so good, then how come they didn't fix it so he can remember his own name?

DR. CARR: Memory's a tricky thing. All the various associations that form a particular memory are stored in different parts of the brain. Now it's the temporal lobe's job to keep track of how those things are all interconnected.

MAX: And his was damaged?

DR. CARR: Right. (Dr. Carr hits a key and the display changes to an X-ray of Zack's head.) But they replaced it with a cybernetic implant, which seems to be capable of actually rebuilding those connections.

MAX: So there's a chance that his memory could come back?

DR. CARR: It's possible. I mean, look what happened with you. Seeing your face wasn't enough for him to recognize you, but when he heard your name, read your barcode, the implant was able to pull those fragments together to form the memory of who you were.

MAX: So if I take him to a place we've been together...

DR. CARR: It might trigger some more memories. Now, he could get confused at times. He might not be able to distinguish between, say, an event that actually happened and something he dreamed about. And obviously there's some things he's gonna lose because of tissue damage, but that aside, there's a chance he could recover almost everything.

MAX: When will we know?

DR. CARR: It's hard to say. Could take some time.

(The nurse opens the door and Zack wheels in. He sees Logan.)

ZACK: I've seen you before.

MAX: This is Logan.

(Zack stands up and steps closer to Logan.)

LOGAN: It's good to see you, Zack.

(Zack has flashbacks of being in Logan's apartment while Max kept an eye on Lydecker elsewhere.)

ZACK (in flashback): You're really worried about Max? The biggest threat to her safety is you.

LOGAN (in flashback): How do you figure?

ZACK (in present day): I remember you.

DR. CARR: It's a good sign.

(At their house, Bird and the second Steelhead are talking to British Eddy, who is sitting at the table eating.)

BRITISH EDDY: What do you mean, you lost him?

BIRD: They got the drop on us.

BRITISH EDDY: Who's "they?"

BIRD: There was this girl, revved-up just like he is.

LUX: You mean she's another one of those Manticorians?

SECOND STEELHEAD: The way she moved? Had to be.

BIRD: Yeah. And she took off with our boy. I saw.

BRITISH EDDY: I want him back. He cost me a pretty penny, and...I--I miss him, I do.

BIRD: Aw, don't worry, Eddy. We'll get him back.

BRITISH EDDY: Lux, you know where this bloke selling the andy hangs, right?

LUX (nodding): Place called Crash.

BRITISH EDDY: Right, then. You two are gonna stake the place. Next time he shows his face, you nab him, you get him to tell you where the bird took G.I. Joe, then you get our boy back.

BIRD: That's a good plan, Eddy.

BRITISH EDDY: It is, isn't it? (He sits back down and starts eating again, then notices they haven't moved.) So why the hell are you two standing around here for, eh?

(Bird starts to say something, but the other guy grabs him and they leave.)

(In Max's apartment that night)

MAX: You don't remember?

(Zack looks around and shakes his head.)

MAX: You came here once, looking for me. You were hurt.

(Zack still doesn't recognize the place.)

MAX: It's okay. Doctor said it would take a while, anyway. Have a seat.

(Zack sits on the floor. The lights go out. Max starts lighting candles.)

ZACK: Lights out. It's time to bunk down.

MAX: It's just a brownout. Not in Manticore anymore.

ZACK: Manticore?

(Zack has brief flashbacks of training when they were young.)

MAX: Home sweet home for the first ten years of our lives.

ZACK: We ran away.

(Zack flashes back to the escape in 2009.)

ZACK: We abandoned our mission. (Stands up)

MAX: We got a new mission. It's called getting a life. It was your idea. You looked out for us...made sure we were all okay.

ZACK: The others--where are they now?

MAX: All over the place.

ZACK: Are they safe?

(Max remembers hugging Syl, seeing Tinga dead in the tank, leaving Brin on a bench to be taken back to Manticore because she had progeria, seeing Krit, and hugging Tinga's body.)

MAX: Don't worry about that right now. Just concentrate on getting better. You should get some sleep.

(Max has Zack sit down on Original Cindy's bed.)

ZACK: This isn't my bunk.

MAX: You can use it. My roommate's staying with some friends. Welcome home, Zack.

(She leaves and closes the curtains separating the bedroom from the main room. Zack falls asleep and dreams about the times he has spent with Max, including several hugs and brushing her hair out of her face. He also remembers being arrested and tortured, Tinga giving herself up, Brin being captured, and being locked up when Lydecker double-crossed them.)

ZACK (in flashback): Max!

(Zack remembers the time Max took him to Logan's when he was hurt.)

ZACK (in flashback): Stay out of this.

LOGAN (in flashback): ...back off...

(Zack remembers being shot, Max playing dead in jail, and being wheeled into Manticore's operating room after he and Max were shot.)

ZACK (in flashback): Max!

(Zack remembers more time with Max, a paper target with Eyes Only printed on it and bullet holes in it, getting shot, and standing over an unconscious Max in Manticore.)

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

(The shot rings out in the flashback and Zack wakes up. He sits up in bed, gasping. He looks around and notices a mirror. He sees his reflection, touches his face, remembers the way his face looked before he shot himself, and begins to cry. He walks into Max's bedroom, where she is reading by candlelight.)

ZACK (crying): I'm sorry.

MAX: What's wrong?

(Zack sinks to the floor. Max kneels next to him.)

ZACK: I remember...everything. I failed you. I failed all of you.

MAX: No.

ZACK: I let Manticore catch Brin...kill Tinga...

MAX: That wasn't your fault.

ZACK (touching her face): I even let them kill you.

MAX (taking his hand): Zack...

ZACK: Look at me. What did they do to me? What am I?

MAX (placing his hand on her chest): That's you in there. You saved my life. That's who you are. You're someone who will sacrifice everything to protect the ones you love.

(They hug.)

ZACK: I love you, Max. I'll never let anything happen to you again.

MAX: I know you won't. I know.

(The next morning, Max goes in the bedroom to wake Zack up.)

MAX: Up and at 'em.

(Zack stretches and sits up. Overnight, skin has formed over the metal plate. Max looks at him in surprise.)

ZACK: What?

(In the hospital lab, Dr. Carr examines Zack while Max looks on.)

DR. CARR: It's unbelievable.

MAX: What happened?

DR. CARR: Nanocytes circulating in his bloodstream. Self-replicating, molecular-scale biomachines designed to repair tissue damage. I've read theoretical papers about the technology, but to see them in action...

MAX: If he's got these nanocytes buzzing around fixing things, how come they weren't doing their job yesterday?

DR. CARR: Got me.

ZACK: It's the machine.

MAX: What machine?

ZACK: Eddy and the others hooked me up to it almost every day. Said it would filter my blood, keep it clean.

MAX: My ass. They were sifting out your nanocytes.

DR. CARR: That would explain why there was no tissue repair going on. Didn't have a chance to replicate in your bloodstream.

ZACK: Eddy said I looked cooler with no skin.

MAX: At least we can take you out in public now. Just gotta hook you up with a pair of shades.

DR. CARR: Hold on a second. Let me see something. Close your eyes for a second. (Zack obliges.) A little pressure ought to stimulate the ocular implant. (Dr. Carr uses one finger to rub Zack's left eyelid.) Open.

(An image of a normal-looking eye forms. Dr. Carr shines a light on it and the "pupil" contracts.)

DR. CARR: Huh. Thought so. It's coated with a thin layer of liquid crystal. You know, the stuff they use on high-def TV's.

(Zack gets up and looks in a mirror.)

MAX: Guess Manticore wanted you to look normal so they could send you out on missions.

ZACK: Guess what? Got a new mission. It's called getting a life.

(In Logan's apartment, Max and Logan sit across from each other while Zack walks around.)

MAX: Can you believe it?

LOGAN: Actually...no.

ZACK (indicting his exoskeleton): This I think I'll hang onto for a while. Doc said the nerve damage should heal before long.

MAX (joking): Better watch out. People might think you're a Steelhead.

ZACK (sitting down): That's all I need.

LOGAN: Speaking of which, I was wondering if you could do me a favor.

ZACK: Sure thing.

LOGAN: Those Steelheads you were with--Eyes Only's been trying to track them down for months. I was hoping maybe you could tell me where Eddy and his crew were holed up.

(Zack's eyes narrow. He remembers being tortured while forced to look at a screen showing Eyes Only, being shot, Eyes Only, being tortured, and Eyes Only. He then focuses on Logan's eyes.)

ZACK: You...you're Eyes Only.

LOGAN: Yeah. You knew that.

MAX: Logan did that Eyes Only broadcast for us, remember? To warn the others that Lydecker was on to them?

ZACK (suspiciously): Yeah. Sure, I remember. You helped plan our assault on Manticore. You and Lydecker ran the operation while we went in.

LOGAN: Yeah, that's right.

ZACK (standing up): It's funny how that mission went sideways.

LOGAN: What are you trying to say?

ZACK: I think I just said it, didn't I?

MAX (standing up): Come on.

ZACK: I'm not telling you anything. (Walks away.)

LOGAN: What the hell was that?

MAX: I don't know. I'm so sorry.

(At the waterfront, Zack is standing on the beach and throwing rocks into the water. Max walks onto the beach.)

MAX: Logan didn't deserve that. You were way out of line.

ZACK: I know. I'm sorry. Guess I'm still having a hard time accepting what happened...looking for someone else to blame besides myself.

MAX: We already talked about that, Zack.

ZACK: Anyway, I'm sorry. Remember the night we decided that it was time to stop running and to take down Manticore? We were right here.

MAX: I remember.

(He steps closer to her.)

ZACK: Seems like just yesterday.

MAX: A lot's changed since then. Manticore's gone.

ZACK: What do you mean?

MAX: Burned to the ground. Don't worry. I got everybody out.

ZACK (smiling): You finished the mission.

MAX: Thanks to you.

ZACK: So...there's a whole lot more of us out in the world. They're gonna need looking out for.

MAX: I was hoping you'd say that.

ZACK: So much for settling down into a nice, normal life, huh?

MAX: What's normal, anyway?

ZACK: Yeah. Besides, we have each other. Like always.

(They hug. Zack remembers the time he brushed Max's hair out of her face.)

MAX: I gotta swing by work. Come on.

(She starts to walk away. Zack remembers a couple of the times he and Max have hugged in the past. Max turns around and waves him on. He follows her.)

(At Jam Pony)

MAX: Wait here. I'll just be a sec, okay?

ZACK: Okay.

(Normal is poking through the holes in Max's locker door with a pencil.)

MAX: Normal! (Normal's pencil breaks.) What are you doing to my locker?

NORMAL: Uh, your locker. No, uh, it was nothing. I thought I saw a roach.

(Max nods, unlocks her locker, and takes some stuff out of it.)

MAX: Sorry I haven't been around much the last coupla days. Stuff I had to deal with. Doctors' appointments.

NORMAL: Yeah. That's okay. No problem.

MAX: I didn't want you to think I up and vanished on you again.

NORMAL: Yeah. Take all the time you need. You know, after all, one's health is, uh, you know, gotta be the most important thing. By the way, uh, have I told you how--how impressed I've been with your work lately? (Hands her an envelope.)

MAX: Are you feeling okay?

NORMAL: Listen, uh, I understand that, uh, I'm hard on you kids sometimes. But believe you me, it all comes from a place of love. You realize that, don't you, Max? That it all comes from a place of love?

MAX: Whatever.

NORMAL: Okay.

(Back at the entrance, Sketchy is now standing with Zack.)

SKETCHY: Max, why didn't you tell me my boy was back in town?

MAX: Didn't know you two were so close.

SKETCHY: What, are you kidding? Back when he was a Jam Pony hump, this generous man showed me some tight shortcuts through downtown. Helped me shave hours off my workday.

MAX: Giving you extra time to nap and get high.

SKETCHY: Precisely. (Bowing to Zack) I'm forever in your debt.

ZACK: Glad I could help.

SKETCHY: Hey, you must come to Crash tonight. Whole crew's gonna be there. What do you say?

(Zack looks to Max for an answer.)

MAX: Sounds good.

SKETCHY: Outstanding! Eight o'clock, back room. Last one there does a naked keg stand. (Walks away.)

ZACK: I always liked Sketchy...I think.

(That night at Crash, Zack and Sketchy are playing foosball while Max, Original Cindy, and Alec sit at a table and watch.)

ORIGINAL CINDY: Now that he's got his total recall on, what's next? Hook him back up at Jam Pony, help get him his own place?

ALEC: Living the dream.

MAX: I haven't really thought about it. I'm just glad he's back.

ORIGINAL CINDY: Things are looking up now. It's about time.

(They smile and clink glasses. Zack and Sketchy finish their game.)

MAX: Who won?

SKETCHY: He spanked me, ten-zip.

ZACK: It was no big deal.

SKETCHY: Wasn't a fair fight, what with that cyber-hand of his. Thinking maybe I oughta get one.

ORIGINAL CINDY: Maybe you should try to get you a cyber-head.

SKETCHY: What I could really use is another beer.

MAX (getting up and grabbing and empty pitcher): I think it's my turn to buy.

ALEC (getting up): Yeah, I'll go with you.

ORIGINAL CINDY (to Zack): Sit down, six-dollar man.

(Across the room, Alec catches up to Max.)

ALEC: Max, Max, let me ask you a question. Think there's something a little, uh, a little off about Brother Zack?

MAX: Like what?

ALEC: Well, for starters, he doesn't act like any brother I've ever seen.

MAX: You got something to say, Alec, spit it out.

ALEC: Seems to me like he's got the hots for you. It's kinda kinky, if you ask me.

MAX: I didn't. And stay out of it.

ALEC: I'm just saying.

MAX: Well, don't, 'cause I don't want to know what goes on in that sick little mind of yours.

ALEC: That hurts.

MAX: Truth always does.

(Max heads for the bar and Alec goes back to their table. At another table, Bird finishes a drink and pops a needle out of one of the knuckles on his cyber-arm. Max takes the empty pitcher to the bar.)

MAX: Can I get a refill?

(She notices that the man next to her is one of the Steelheads and then feels a poke from behind.)

MAX: Ow!

BIRD (behind her): Sorry.

(At the table)

ORIGINAL CINDY: Wonder what's keepin' my girl.

ALEC: Well, I'd give her a hand, but she'd just bite it off.

(Zack, who can see the bar from his seat, suddenly gets up and walks toward it.)

ALEC: There goes her knight in shining armor. Oh, God forbid our little Max have to lug a big, heavy pitcher of beer with her delicate little hands, huh? (Original Cindy gives him a look.) What?

(At the bar, Zack grabs the bartender's wrist.)

ZACK: Max--where is she?

BARTENDER: Had too much to drink. Left with a couple Steelhead friends of hers.

(At the Steelheads' house, the men are gathered around a table on which Max lies, covered completely with a sheet.)

SECOND STEELHEAD: Hey, Eddy, think she's got nanocytes inside her like our boy did?

BIRD: Ooh! Let's hook her up to the machine and find out.

BRITISH EDDY: Yeah. First things first. We find soldier boy, then we start tinkering with the both of them. At the very least, we ought to have a fresh supply of organs for our friends overseas.

(Bird pulls away the sheet. Max is tied down and gagged. British Eddy removes the gag.)

BRITISH EDDY: Don't worry, love. You're not dead.

BIRD: Not yet.

MAX: What do you want from me?

BRITISH EDDY: We want our boy back. Where is he?

MAX: How should I know? He ran off on me.

(British Eddy gives her a look, obviously not believing her, and turns to the other guys.)

BRITISH EDDY: Was she at the bar alone?

BIRD: Uh...didn't notice. (To the second Steelhead.) You, Tuck?

TUCK: Uh-uh.

BIRD: No.

BRITISH EDDY: Well, what was she doing when you snatched her up?

TUCK: Gettin' a pitcher of beer.

BIRD: Yeah.

BRITISH EDDY (to Max): Oh, a pitcher?

MAX: I'm a big drinker.

BRITISH EDDY: Oh, shut up. (To the others) Come here. Come here. (He takes them aside.) It could be that our boy was there, too, and right under your noses. You check the back room?

BIRD: Didn't know there was one. You, Tuck?

(Tuck looks away.)

BRITISH EDDY: You twits! (He smacks them both across the face.) Lock her up!

(A short time later, they walk toward the door, Bird and Tuck with guns.)

BIRD: Don't worry, Eddy. This time we'll check the back, the front, the whole place!

(Suddenly Zack opens the door. The door hits Bird on the head and sends him to the ground. Zack shoves Tuck into the wall and turns to British Eddy, who looks scared. Zack locks the three of them in coffins that have been sitting around the house. He steps into another room and hears Max call from the closet.)

MAX: Zack!

ZACK: Max!

(Zack talks to her through the broken window in the door. Her hands are handcuffed above her head, across a metal bar.)

ZACK: What did they do to you? Are you okay?

MAX: I'm fine. Can you get these off me?

(Zack breaks the lock on the closet door and opens it.)

ZACK: I don't know what I would've done if anything would've happened to you.

(He leans in to kiss her. She backs away.)

MAX: Zack...

ZACK: I'm not gonna let anybody hurt you. You know that.

(He tries again to kiss her.)

MAX: Stop it!

(She kicks him hard.)

ZACK: What's wrong? I love you. I just want things to be the way they used to be with us.

MAX: Things were never like that with us.

ZACK: But I remember...

(Zack remembers brushing Max's hair out of her face at the cabin and hugging her a couple of times. Then he remembers Logan brushing Max's hair out of her face before the Manticore raid and Logan and Max kissing on their anniversary when Zack walked in.)

ZACK: It was him, isn't it? How can you love him and not me? He betrayed us, Max!

(Zack remembers him and Max getting shot in the woods outside Manticore.)

MAX: What are you talking about? Who?

ZACK: Logan!

(Zack remembers being tortured while a TV screen alternated images of Eyes Only with the words ENEMY, TARGET, AGITATOR, SUBVERSIVE, TRAITOR, TURNCOAT, TRAITOR, BETRAYED, TRAITOR, ENEMY, ENEMY, TARGET, and TARGET. This memory alternates with memories of Max getting shot, Logan's face, and Zack getting shot.)

ZACK: He's been working against us the whole time! That's the reason the mission went wrong!

MAX: Just undo these handcuffs. We can talk about it.

ZACK: He's a traitor! Why don't you believe me?

MAX: You've got it all wrong! They did something to you back at Manticore!

ZACK (yelling): I'd die for you!

MAX: Zack...

ZACK (holding up his hand): He did this to me! (Starts tearing at his face.) He's the reason I look like this!

MAX: Zack!

(He keeps tearing. The skin starts coming off.)

MAX: Stop it!

(Zack pulls away the rest of the skin. The metal plate is now visible, and the ocular implant shows a red light again instead of an iris. He remembers being back at Manticore, shooting at the paper target with Eyes Only printed on it, while three people watch and take notes.)

ZACK: Now he's gonna pay for what he did...to both of us.

(Zack turns and runs out.)

MAX: Zack! Zack! Zack!

(A short time later, Max yanks her hands down and breaks the handcuff chain. She runs to the phone sitting on a nearby desk and dials. Logan's cell phone rings; he wheels over to it and answers. Max talks while removing the cuffs from her wrists.)

LOGAN: Yeah?

MAX: Get out of the apartment, Logan. Now.

LOGAN: Max, what's wrong?

MAX: It's Zack. He's coming after you. Get out! (Hangs up.)

(Logan hangs up, grabs his keys from the counter, and wheels over to the exoskeleton. He puts it on and heads for the elevator, jabbing the button. Zack drops through the skylight into Logan's apartment. The elevator doors open, and Logan steps in and presses the P1 button. Zack points his gun and starts walking around the apartment, looking for Logan. Logan keeps jabbing the DOOR CLOSE button. He glances out through the still-open elevator doors and sees Zack walk into view. Zack sees him. Logan ducks away from the doors, which finally close.)

(The elevator starts to descend. Zack runs to the elevator doors and pries them open. He sees the elevator below. He grabs the cable until the elevator comes to a stop. The elevator's floor indicator says P1. Zack slides down the cable. Logan starts to pull the elevator doors open. Zack's hand punches through the elevator ceiling. Logan gets the doors apart. The elevator floor has stopped a few feet above the floor of P1, but there is enough room for Logan to jump out. He does and starts running. Zack jumps down into the elevator and starts running after him. Logan goes through a door into a stairwell and runs downstairs. Zack shoots after him, but hits nothing but glass. Then he goes through the door and runs downstairs.)

(Logan reaches the next level , P2, and runs between some cars. Zack reaches the next level and shoots, missing Logan. As Zack shoots, a man who had been washing his car nearby ducks, then runs upstairs. He has dropped his bucket of soapy water and it has spilled onto the floor. Logan runs to his car, ducking, and Zack looks around for him. Logan stays down and goes to a nearby car. Zack walks around, still looking, ready to shoot. Logan peeks above the car, sees Zack nearby, and ducks down again. He uses the remote on his keys to disarm his car's alarm. The Aztek's lights flash once and the alarm makes a brief noise. It draws Zack's attention and he fires at the car. Logan jumps up and starts running again. Zack stops shooting at the Aztek, sees Logan, and fires at him. Logan goes down. He is okay, but the exoskeleton shuts down. He checks his hip and sees that a servomotor has been shot loose. Zack approaches, gun pointed at Logan.)

ZACK (screaming): Traitor!

(Suddenly Max zooms by on her motorcycle, knocking Zack down and knocking the gun out of his hands. The gun lands in a puddle of soapy water, a short distance in front of Logan. Max gets off her bike, swings on a pipe near the ceiling, and kicks Zack down with both feet. He jumps up. She grabs him by the jacket.)

MAX: Zack, don't do this!

ZACK: Out of my way, Max!

(They start to fight. Logan starts to crawl toward the gun. Max and Zack exchange punches and kicks. Max throws Zack onto the windshield of a nearby car. Max immediately starts running toward Logan, but Zack jumps on top of her, picks her up, and throws her at a nearby pole. She hits an electrical box mounted on the pole and lands on the ground under it. Zack picks up the gun and advances toward Logan. Max detaches some wires from the electrical box and touches them to the soapy water on the ground. Zack, who is standing in the soapy water, gets shocked. Max removes the wires from the water and Zack collapses in front of Logan. The red light in his ocular implant fades out.)

(Later, Dr. Carr is tending to Zack, who is unconscious and hooked up to breathing tubes. Max and Logan sit outside in the waiting room. Dr. Carr joins them.)

DR. CARR: He's gonna be okay...physically, anyway.

MAX: What do you mean?

DR. CARR: The cranial implant. It's still working, but the shock overloaded the circuitry and wiped it clean.

LOGAN: Then...?

DR. CARR: He's not going to remember anything that's happened to him since it was first switched on.

MAX: Nothing?

DR. CARR: It'll be just like before. He won't recognize your face--not unless he puts it together with your name, and so on, and so on.

MAX: Then what? Everything else will play out the same way?

DR. CARR: Whatever Manticore did to his head to make him go after Logan is still in there. It's a pretty safe bet that, sooner or later, it'll happen again.

LOGAN: Can we have a minute?

DR. CARR: Yeah. Sure. (Leaves.)

LOGAN: It doesn't have to play out the same way. Maybe this time we can make him understand that I'm not a threat.

MAX: I need him, Logan. Now more than ever. I don't want to lose him. But I can't risk losing you. (Sadly, after a pause) I have to let him go.

LOGAN: I can use my contacts...give him a new identity. He can get a fresh start somewhere else.

MAX: A chance at a normal life. It's what he always wanted.

(A tear runs down her cheek as she turns to look through the window at Zack again.)

(In a hospital room, Zack wakes up. The skin on his face has regenerated, his ocular implant displays a normal-looking iris, and the exoskeleton has been removed from his arm, which is in a sling. He turns over and sees a man sitting beside the bed. The man folds the newspaper he has been reading.)

MAN: You're awake.

ZACK: Who are you?

MAN: It's me--Buddy. You don't remember me?

(Zack shakes his head.)

BUDDY: Well, Dr. Carr said this might happen.

ZACK: Who?

BUDDY: The doc that treated you after the accident. Said you might have some memory loss.

(Zack still looks confused. Buddy approaches the bed.)

BUDDY: Your name's Adam--Adam Thompson. You've been working on my ranch for going on three years. You were driving one of trucks into Seattle when a tire blew. Sent you right off the road. Any of this ring a bell?

ZACK: No.

BUDDY: Well, the doc said it might take a while. What say we hit the road? Get home in good time, Mary'll cook you up anything you want for dinner. Sound good?

ZACK (smiling): Yeah. Actually, it does.

(Later, Zack is dressed and Buddy is wheeling him down the hall while he looks through "his" wallet. He looks up and sees Max sitting in a chair nearby, reading a magazine.)

ZACK (to Buddy): Hold up. (To Max) Do I know you?

MAX: No. I don't think so.

(Everybody smiles a little bit and Buddy starts pushing Zack again. Buddy glances back at Max and smiles. Max sadly watches them go. Her voiceover begins and then we see her on top of the Space Needle.)

MAX: I think about Zack every day. I just hope that he's safe and happy, living the normal life he always wanted--the life he deserves to have. Letting him go was the hardest thing I've ever done. But sometimes you have to make sacrifices to protect the ones you love. (Smiles.) I learned that from my brother.